SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                                      among
                       THE TRACKER CORPORATION OF AMERICA
                                 (the "COMPANY")
                                       and
                The Persons Listed On The Signature Pages Hereto
                               (the "PURCHASERS")



                           Dated as of August 18, 1999

This  Series  1  Bridge  Notes  Purchase And Security Agreement provides for the
offer,  sale,  issuance, and delivery of up to $3,000,000 in principal amount of
Secured,  Convertible,  Series  1 Bridge Financing Notes with attached Repricing
Warrants  and  accompanying  Purchaser  Warrants  and  Callable  Warrants.


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<TABLE>
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                                   TABLE OF CONTENTS

<S>                                                                                 <C>
SECTION 1. Bridge Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
  Section 1.1 Authorization, Issuance, and Sale of Notes.. . . . . . . . . . . . .   2
  Section 1.2 Authorization and Issuance of Warrants and Callable Warrants.. . . .   2
  Section 1.3 Form of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
  Section 1.4 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
  Section 1.5 Deliveries at Closing. . . . . . . . . . . . . . . . . . . . . . . .   3
SECTION 2. SECURITY AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .   4
  Section 2.1 Grant of Security Interest.. . . . . . . . . . . . . . . . . . . . .   4
  Section 2.2 Remedies Upon Default. . . . . . . . . . . . . . . . . . . . . . . .   4
  Section 2.3 Financing Statements.. . . . . . . . . . . . . . . . . . . . . . . .   5
  Section 2.4 Notice.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
  Section 2.5 Appointment of Purchaser Representative. . . . . . . . . . . . . . .   5
  Section 2.6 Assurances.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
  Section 2.7 Default and Acceleration Procedures. . . . . . . . . . . . . . . . .   6
  Section 2.8 Standard of Care of the Representative.. . . . . . . . . . . . . . .   7
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.. . . . . . . . . . . . .   8
  Section 3.1 Organization and Qualification.. . . . . . . . . . . . . . . . . . .   8
  Section 3.2 Authorization, Enforcement, Compliance with Other Instruments. . . .   9
  Section 3.3 Capitalization.. . . . . . . . . . . . . . . . . . . . . . . . . . .   9
  Section 3.4 Issuance of Securities.. . . . . . . . . . . . . . . . . . . . . . .  10
  Section 3.5 No Conflicts.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
  Section 3.6 SEC Documents;  Financial Statements.. . . . . . . . . . . . . . . .  11
  Section 3.7 Absence of Certain Changes.. . . . . . . . . . . . . . . . . . . . .  11
  Section 3.8 Absence of Litigation. . . . . . . . . . . . . . . . . . . . . . . .  11
  Section 3.9 Purchase of Securities.. . . . . . . . . . . . . . . . . . . . . . .  11
  Section 3.10 No Undisclosed Events, Liabilities, Developments, or Circumstances.  12
  Section 3.11 No General Solicitation.. . . . . . . . . . . . . . . . . . . . . .  12
  Section 3.12 No Integrated Offering. . . . . . . . . . . . . . . . . . . . . . .  12
  Section 3.13 Employee Relations. . . . . . . . . . . . . . . . . . . . . . . . .  12
  Section 3.14 Intellectual Property Rights. . . . . . . . . . . . . . . . . . . .  12
  Section 3.15 Environmental Laws. . . . . . . . . . . . . . . . . . . . . . . . .  12
  Section 3.16 Title.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
  Section 3.17 Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
  Section 3.18 Regulatory Permits. . . . . . . . . . . . . . . . . . . . . . . . .  13
  Section 3.19 Internal Accounting Controls. . . . . . . . . . . . . . . . . . . .  13
  Section 3.20 No Materially Adverse Contracts, Etc. . . . . . . . . . . . . . . .  13
  Section 3.21 Tax Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
  Section 3.22 Certain Transactions. . . . . . . . . . . . . . . . . . . . . . . .  14
  Section 3.23 Dilutive Effect.. . . . . . . . . . . . . . . . . . . . . . . . . .  14
  Section 3.24 Fees and Rights of First Refusal. . . . . . . . . . . . . . . . . .  14
  Section 3.25 Foreign Corrupt Practices Act.. . . . . . . . . . . . . . . . . . .  14
  Section 3.26 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
SECTION 4.  REPRESENTATION AND WARRANTIES OF PURCHASERs. . . . . . . . . . . . . .  15
  Section 4.1 Investment Purpose.. . . . . . . . . . . . . . . . . . . . . . . . .  15


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  Section 4.2 Accredited Investor Status.. . . . . . . . . . . . . . . . . . . . .  15
  Section 4.3 Reliance on Exemptions.. . . . . . . . . . . . . . . . . . . . . . .  15
  Section 4.4 Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
  Section 4.5 No Governmental Review.. . . . . . . . . . . . . . . . . . . . . . .  15
  Section 4.6 Transfer or Resale.. . . . . . . . . . . . . . . . . . . . . . . . .  15
  Section 4.7 Legends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  Section 4.8 Authorization Enforcement. . . . . . . . . . . . . . . . . . . . . .  16
  Section 4.9 Residence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  Section 4.10 No Scheme to Evade Registration.. . . . . . . . . . . . . . . . . .  17
  Section 4.11 Covenant Not to Trade.. . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 5.  CONDITIONS OF INITIAL CLOSING. . . . . . . . . . . . . . . . . . . . .  18
  Section 5.1 Transaction Agreements.. . . . . . . . . . . . . . . . . . . . . . .  18
  Section 5.2 Opinion of Counsel.. . . . . . . . . . . . . . . . . . . . . . . . .  18
  Section 5.3 Representations and Warranties; No Default.. . . . . . . . . . . . .  18
  Section 5.4 Purchase and Loan Permitted by Applicable Laws.. . . . . . . . . . .  18
  Section 5.5 No Adverse Litigation. . . . . . . . . . . . . . . . . . . . . . . .  18
  Section 5.6 Approvals and Consents.. . . . . . . . . . . . . . . . . . . . . . .  18
  Section 5.7 No Material Adverse Change.. . . . . . . . . . . . . . . . . . . . .  18
  Section 5.8 Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
  Section 5.9 Secretary Certificate. . . . . . . . . . . . . . . . . . . . . . . .  19
  Section 5.10 Transfer Agent Instructions.. . . . . . . . . . . . . . . . . . . .  19
SECTION 6.  CONDITIONS TO SUBSEQUENT CLOSINGS. . . . . . . . . . . . . . . . . . .  19
  Section 6.1 Representations and Warranties; No Default.. . . . . . . . . . . . .  19
  Section 6.2 No Suspensions.. . . . . . . . . . . . . . . . . . . . . . . . . . .  19
  Section 6.3 Opinion of Counsel.. . . . . . . . . . . . . . . . . . . . . . . . .  19
  Section 6.4 Due Diligence. . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
  Section 6.5 Shareholder Approval.. . . . . . . . . . . . . . . . . . . . . . . .  20
  Section 6.6 No Material Adverse Change.. . . . . . . . . . . . . . . . . . . . .  20
SECTION 7.  AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . .  20
  Section 7.1 Financial Information. . . . . . . . . . . . . . . . . . . . . . . .  20
  Section 7.2 Form D.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
  Section 7.3 Reporting Status.. . . . . . . . . . . . . . . . . . . . . . . . . .  21
  Section 7.4 Inspection of Property.. . . . . . . . . . . . . . . . . . . . . . .  21
  Section 7.5 Maintenance of Properties; Insurance.. . . . . . . . . . . . . . . .  21
  Section 7.6 Maintenance of Security Interest.. . . . . . . . . . . . . . . . . .  21
  Section 7.7 Expenses.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
  Section 7.8 Authorized Shares of Common Stock, Reservation of Shares.. . . . . .  22
  Section 7.9 Corporate Existence, Etc.. . . . . . . . . . . . . . . . . . . . . .  22
  Section 7.10 Transfer Agents.. . . . . . . . . . . . . . . . . . . . . . . . . .  22
  Section 7.11 Shareholder Approval; Proxy.. . . . . . . . . . . . . . . . . . . .  22
  Section 7.12 Transfer Agent Instructions.. . . . . . . . . . . . . . . . . . . .  22
  Section 7.13 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . . .  23
  Section 7.14 Compliance with Laws, Etc.. . . . . . . . . . . . . . . . . . . . .  23
  Section 7.15 Use of Proceeds.. . . . . . . . . . . . . . . . . . . . . . . . . .  23
  Section 7.16 Registration Statement. . . . . . . . . . . . . . . . . . . . . . .  23
  Section 7.17 Listings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
  Section 7.18 Indemnification.. . . . . . . . . . . . . . . . . . . . . . . . . .  24


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SECTION 8. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . .  24
  Section 8.2 Restrictions on Debt.. . . . . . . . . . . . . . . . . . . . . . . .  25
  Section 8.3 Restrictions on Dividends. . . . . . . . . . . . . . . . . . . . . .  25
  Section 8.4 Restrictions on Transactions with Affiliates.. . . . . . . . . . . .  25
  Section 8.5 Restrictions on Investments. . . . . . . . . . . . . . . . . . . . .  26
  Section 8.6 Restrictions on Sale and Lease-Back Transactions.. . . . . . . . . .  26
  Section 8.7 Restrictions on Sales of Assets. . . . . . . . . . . . . . . . . . .  26
  Section 8.8 Restrictions on Subsidiaries.. . . . . . . . . . . . . . . . . . . .  26
  Section 8.9 Change in Business; Operations.. . . . . . . . . . . . . . . . . . .  27
  Section 8.10 Exceptions With Consent of Purchasers.. . . . . . . . . . . . . . .  27
SECTION 9. Miscellaneous.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  Section 9.1 Counterparts.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  Section 9.2 Headings.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  Section 9.3 Severability.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  Section 9.4 Entire Agreement. Amendments.. . . . . . . . . . . . . . . . . . . .  27
  Section 9.5 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  Section 9.6 Interest.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
  Section 9.7 Successors and Assigns.. . . . . . . . . . . . . . . . . . . . . . .  28
  Section 9.8 No Third Party Beneficiaries.. . . . . . . . . . . . . . . . . . . .  28
  Section 9.9 Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
  Section 9.10 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . .  29
  Section 9.11 No Strict Construction. . . . . . . . . . . . . . . . . . . . . . .  29
  Section 9.12 Governing Law.. . . . . . . . . . . . . . . . . . . . . . . . . . .  29
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<TABLE>
<CAPTION>
                                  TABLE OF SCHEDULES AND EXHIBITS


Schedule 1  Disclosure Schedule
<S>         <C>
Exhibit A.  Form of Series 1 Bridge Notes (with form of Repricing
            Warrant attached as Attachment 1)
Exhibit B.  Form of Purchaser Warrant
Exhibit C.  Form of Callable Warrant
Exhibit D.  Form of Registration Rights Agreement
Exhibit E.  Form of Escrow Agreement
Exhibit F.  Form of Opinion of Company Counsel to Purchasers
Exhibit G.  Form of Irrevocable Transfer Agent Instructions
Exhibit H.  List of Collateral
Exhibit II  Copies of Financing Statements Filed in Ontario
</TABLE>


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<TABLE>
<CAPTION>
                        CROSS-REFERENCE TO DEFINED TERMS


Term                           Page where defined
-----------------------------  ------------------

<PAGE>
<S>                            <C>
1933 Act. . . . . . . . . . .                   1
1934 Act. . . . . . . . . . .                  11
Additional Closing. . . . . .                   3
Additional Closing Date . . .                   3
Agreement . . . . . . . . . .                   1
Bridge Notes. . . . . . . . .                   1
Bylaws. . . . . . . . . . . .                  10
Callable. . . . . . . . . . .                   1
Callable Warrant Shares . . .                   1
Change in Business. . . . . .                  27
Charter . . . . . . . . . . .                  10
Closing . . . . . . . . . . .                   3
Closing Date. . . . . . . . .                   3
Collateral. . . . . . . . . .                   4
Common Stock. . . . . . . . .                   1
Company . . . . . . . . . . .                   1
Compliance Certificate. . . .                   4
Consents. . . . . . . . . . .                  18
Conversion Shares . . . . . .                   1
Debt. . . . . . . . . . . . .                  24
Disclosure Schedule . . . . .                   8
Environmental Laws. . . . . .                  13
Escrow Agent. . . . . . . . .                   2
Escrow Agreement. . . . . . .                   3
Excess Cash . . . . . . . . .                  26
Financial Statements. . . . .                  11
First Closing . . . . . . . .                   2
First Closing Date. . . . . .                   2
First Closing Pledged Shares.                   3
Indemnified Liabilities . . .                  24
Indemnitees . . . . . . . . .                  24
Minimum Amount. . . . . . . .                   2
NASD. . . . . . . . . . . . .                  22
Obligations . . . . . . . . .                   4
Parent Guaranty . . . . . . .                   3
Pledged . . . . . . . . . . .                   4
Preferred Stock . . . . . . .                   9


<PAGE>
Purchase Price. . . . . . . .                   2
Purchased Bridge Notes. . . .                   2
Purchaser . . . . . . . . . .                   1
Registration Period . . . . .                  21
Registration Rights Agreement                   1
Regulation D. . . . . . . . .                   1
Repricing Shares. . . . . . .                   1
Repricing Warrant . . . . . .                   1
Rule 144. . . . . . . . . . .                  16
SEC Documents . . . . . . . .                  11
Secretary Certificate . . . .                   4
Securities. . . . . . . . . .                   9
Transaction Agreements. . . .                   9
Transfer Agent Instructions .                   4
Warrant Shares. . . . . . . .                   1
Warrants. . . . . . . . . . .                   1
</TABLE>


<PAGE>
              SERIES 1 BRIDGE NOTES PURCHASE AND SECURITY AGREEMENT

THIS  SERIES  1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT (the "AGREEMENT") is
made  and  entered  into  as of this 18th day of August, 1999, among THE TRACKER
CORPORATION  OF  AMERICA, a Delaware corporation (the "COMPANY") and the persons
listed  on  the  Purchaser  signature  pages  attached  hereto  (each of whom is
individually  referred  to  as  a  "PURCHASER"  and all of whom collectively are
referred  to  as  the  "PURCHASERS").

                                   BACKGROUND

The  Company has authorized the issuance, sale, and delivery of up to $3,000,000
in  original  principal  amount  of  the  Company's Series 1 Secured Convertible
Bridge  Notes,  in  substantially  the  form  attached  hereto as EXHIBIT A (the
"BRIDGE  NOTES").  The Bridge Notes are convertible into shares of the Company's
common  stock,  par value $.001 (the "COMMON STOCK").  The Common Stock issuable
upon  conversion  of  the  Bridge  Notes  is  hereinafter  referred  to  as  the
"CONVERSION  SHARES".  The Bridge Notes have attached repricing rights evidenced
by  a warrant in substantially the form of ATTACHMENT 1 to the Bridge Notes (the
"REPRICING  WARRANT"),  exercisable  under  certain circumstances for additional
shares  of Common Stock (the "REPRICING SHARES") at the exercise price of $.001.
In  connection with the issuance of the Bridge Notes, the Company has authorized
the  issuance of Purchase Warrants, in substantially the form attached hereto as
EXHIBIT  B  (the  "WARRANTS")  and  Callable  Warrants in substantially the form
attached  hereto as EXHIBIT C (the "CALLABLE WARRANTS"), each giving a Purchaser
the  right to purchase Common Stock.  Each Purchaser will be issued a Warrant at
that  Closing exercisable for 20,000 shares of Common Stock for each $100,000 in
principal  amount  of Bridge Notes purchased, and a Callable Warrant exercisable
for  $1,000  worth of Common Stock for each $1,000 in principal amount of Bridge
Notes  purchased  by  such  Purchaser.  The shares of Common Stock issuable upon
exercise  of  the  Warrants are hereinafter referred to as the "WARRANT SHARES,"
and  the  shares of Common Stock issuable upon exercise of the Callable Warrants
are  hereinafter  referred  to as the "CALLABLE WARRANT SHARES." The proceeds of
the  Bridge  Notes  will  be used to provide the Company with operating capital,
repayment  of  certain limited existing indebtedness of the Company, and capital
expenditures.  The  Bridge Notes are generally secured by a pledge of the assets
of  the Company and of its parent, The Global Tracker Corporation as part of its
guaranty  of  the  Company's  Obligations  hereunder.  The Bridge Notes are also
secured  by  certain shares of the Company's Common Stock and certain shares and
option rights exercisable for shares of the Company's Common Stock owned or held
by  certain  Company  officers  pledged as part of their limited guaranty of the
Company's  Obligations  hereunder,  having  a value of approximately 200% of the
principal  amount  of the Bridge Notes at any time outstanding.  Purchasers wish
to  purchase,  upon  the  terms  and  conditions stated in this Agreement, up to
$3,000,000  in  principal  amount  of  the  Bridge  Notes,  with  each Purchaser
purchasing  Bridge  Notes  in the principal amount set forth on such Purchaser's
signature  page affixed to this Agreement.  Contemporaneously with the execution
and  delivery of this Agreement, the parties hereto are executing and delivering
a  Registration  Rights  Agreement  in substantially the form attached hereto as
EXHIBIT  D  (the  "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company
has  agreed  to provide certain registration rights in respect of the Conversion
Shares,  the  Warrant  Shares,  the  Callable  Warrant Shares, and the Repricing
Shares  under  the  Securities  Act  of  1933  ("1933  ACT")  and  the rules and
regulations  promulgated  thereunder, and applicable state securities laws.  The
Company  and  the  Purchasers  are  executing  and  delivering this Agreement in
reliance  upon  the  exemption  from securities registration pursuant to Section
4(2)  and  Regulation  D  ("REGULATION  D").


<PAGE>
                                    AGREEMENT

For  and  in  consideration  of  the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged, the Company and each Purchaser hereby agree as
follows:

                          SECTION 1.     BRIDGE NOTES.

SECTION  1.1     AUTHORIZATION,  ISSUANCE,  AND  SALE  OF  NOTES.

The  Company  has authorized the sale and issuance, in accordance with the terms
of  this  Agreement, of up to $3,000,000 in principal amount of its Bridge Notes
at one or more closings.  The Company agrees to issue and sell to each Purchaser
and  each  Purchaser agrees to purchase from the Company, at a Closing, a Bridge
Note  in  the principal amount (the "PURCHASED BRIDGE NOTES") set forth adjacent
to  the caption "PURCHASED BRIDGE NOTES" on the signature page to this Agreement
of  each  Purchaser hereto at a purchase price (the "PURCHASE PRICE") of 100% of
the  principal  amount  of  Bridge  Notes  purchased.

SECTION  1.2     AUTHORIZATION  AND  ISSUANCE OF WARRANTS AND CALLABLE WARRANTS.

The Company has authorized the issuance and delivery of Warrants exercisable for
up  to 600,000 shares of Common Stock in connection with the issuance, sale, and
delivery  of  the Bridge Notes.  The Company agrees to issue and deliver to each
Purchaser  a  Warrant  exercisable  for  20,000  shares of Common Stock for each
$100,000  in  principal  amount of the Bridge Notes purchased by such Purchaser,
PROVIDED  HOWEVER,  that  in  the event that any Bridge Note issued hereunder is
redeemed  by  the  Company for cash and not converted into Common Stock, then in
such  event  such  Purchaser's Warrant shall be exercisable for 25,000 shares of
Common Stock for each $100,000 in principal amount of the Bridge Notes purchased
by  such  Purchaser.  The  Company  has  authorized the issuance and delivery of
Callable  Warrants  exercisable  for  up to $3,000,000 worth of shares of Common
Stock  in  connection with the issuance, sale, and delivery of the Bridge Notes.
The  Company  agrees  to  issue and deliver to each Purchaser a Callable Warrant
exercisable for up to $100,000 worth of shares of Common Stock for each $100,000
in  principal  amount  of  the  Bridge  Notes  purchased  by  such  Purchaser.

SECTION  1.3     FORM  OF  PAYMENT.

On  or  before the Closing Date, each Purchaser shall pay the Purchase Price for
the  Purchased  Bridge  Notes  to  be  issued  and sold to such Purchaser at the
Closing,  by  wire  transfer  of  immediately  available  funds  to:

           Bank:             SunTrust  Bank,  Atlanta

           Center:           008

           Account  No.:     9088000008

           ABA Routing No.:  061000104

           Attn:             Rebecca  Fischer

           Re:               The Tracker Corporation of America-Escrow Account

SECTION  1.4     CLOSING.

All  closings  of the purchase and sale of the Purchased Bridge Notes shall take
place  at  the offices of Balboni Law Group LLC, 3475 Lenox Road, NE, Suite 990,
Atlanta,  Georgia  30326,  within five (5) business days following the date that
$1,000,000 (the "MINIMUM AMOUNT") is held by SunTrust Bank, Atlanta (the "ESCROW
AGENT"),  subject  to notification of satisfaction (or waiver) of the conditions
to  the  Closing  set  forth  in  Section 5 below (such closing being called the
"FIRST  CLOSING"  and such date and time being called the "FIRST CLOSING DATE").
Following  the  First Closing, the Company anticipates it will continue to offer
the  Bridge  Notes  until  the offering of the Bridge Notes is terminated or all
$3,000,000  in  principal  amount  is purchased.  From time to time, one or more


<PAGE>
additional  closings  may  occur  at such time and date as is mutually agreeable
between  the  Purchasers purchasing Bridge Notes at such closing and the Company
(each  such  closing being called an "ADDITIONAL CLOSING" and such date and time
being  called  an  "ADDITIONAL  CLOSING  DATE,"  and  all  of  such closings are
hereinafter  referred  to  individually  as  a "CLOSING" and collectively as the
"CLOSINGS," and each date on which a Closing shall occur is hereinafter referred
to  as  a "CLOSING DATE" and collectively as the "CLOSING DATES").  Each Closing
is expected to take place by exchange of faxed signature pages with originals to
follow  by  overnight  delivery.

SECTION  1.5     DELIVERIES  AT  CLOSING.

At  each  Closing  the  Company  shall  deliver  to  the  Purchasers:

(a)     the  original  of  this  Agreement;

(b)     Bridge  Notes  in  definitive  form  with  attached  Repricing Warrants,
registered  in  the  name  of each Purchaser, or the designee of such Purchaser,
representing  the  Purchased  Bridge  Notes  purchased  by  such  Purchaser;

(c)     Warrants  in  definitive form, registered in the name of each Purchaser,
or  the  designee  of  such  Purchaser;

(d)     Callable  Warrants  in  definitive  form, registered in the name of each
Purchaser,  or  the  designee  of  such  Purchaser;

(e)     a  copy  of  the  Registration  Rights  Agreement;

(f)     a  copy  of  the Escrow Agreement in substantially the form of EXHIBIT E
hereto  (the  "ESCROW  AGREEMENT");

(g)     a Guaranty Agreement executed by each of the Company and its parent, The
Global Tracker Corporation, a Canadian corporation, as guarantor thereunder (the
"PARENT  GUARANTY");

(h)     a  Security  Agreement executed by The Global Tracker Corporation, which
is  giving  a security interest in all its assets as additional security for the
Bridge  Notes  issued  hereunder;

(i)     a  Guaranty  Agreement  executed  by  the Company and Jay S. Stulberg as
guarantor  thereunder and an accompanying Stock Pledge Agreement executed by Jay
S.  Stulberg  as pledgor of certain shares or rights to acquire shares of Common
Stock  of  the  Company  for  a  particular  Closing;

(j)     a  Guaranty  Agreement  executed  by  the  Company and Bruce I. Lewis as
guarantor  thereunder  and  an  accompanying  Stock Pledge Agreement executed by
Bruce  I.  Lewis  as  pledgor  of  certain shares or rights to acquire shares of
Common  Stock  of  the  Company (the shares and option rights pledged by each of
Stulberg  and  Lewis  are  hereinafter referred to as the "FIRST CLOSING PLEDGED
SHARES")  for  a  particular Closing, along with share certificates representing
the  Pledged  Shares;


<PAGE>
(k)     a  copy  of  the opinion of counsel to the Company, in substantially the
form  of  EXHIBIT  F  hereto;

(l)     a  copy of the Irrevocable Transfer Agent Instructions, in substantially
the  form  of  EXHIBIT  G  hereto,  (the  "TRANSFER  AGENT  INSTRUCTIONS");

(m)     the  Compliance  Certificate  of  the  Company  (the  "COMPLIANCE
CERTIFICATE");  and

(n)     the  Secretary Certificate of the Company (the "SECRETARY CERTIFICATE").

                       SECTION 2.     SECURITY AGREEMENT.

The  provisions  of  this Section 2 shall remain in effect so long as any of the
Bridge  Notes  shall  remain  outstanding.

SECTION  2.1     GRANT  OF  SECURITY  INTEREST.

In  order  to  secure the obligations of the Company due to the Purchasers (such
obligations  are  sometimes  hereinafter referred to as the "OBLIGATIONS") under
the  Bridge  Notes  issued on the First Closing Date, in addition to the general
credit  of  the  Company  and the First Closing Pledged Shares being pledged and
delivered  at  the  First  Closing,  the  Company  hereby  grants to Purchasers,
effective  at the First Closing a continuing first priority security interest in
and  a  general  lien  upon:

(a)     all  the  assets  of  the  Company, as listed and described on EXHIBIT H
hereto  (the  "PLEDGED  ASSETS");  and

(b)     all  proceeds,  as  such  term is defined in Section 9-306(1) of the UCC
and,  in  any event, shall include, without limitation, (i) any and all proceeds
of  any  insurance, indemnity, warranty, or guaranty payable to the Company from
time  to  time  with  respect  to  any  of  the Pledged Assets, (ii) any and all
payments  (in  any  form whatsoever) made or due and payable to the Company from
time  to  time  in connection with any requisitions, confiscation, condemnation,
seizure,  or  forfeiture  of  all  or  any  part  of  the  Pledged Assets by any
governmental  authority  (or  any  person  acting  under  color  of governmental
authority),  and  (iii)  any  and  all  other  amounts from time to time paid or
payable under or in connection with any of the Pledged Assets (collectively, the
"COLLATERAL").

SECTION  2.2     REMEDIES  UPON  DEFAULT.

Upon the occurrence or existence of an Event of Default as defined in Section 10
of  the  Bridge  Notes  issued on the First Closing Date, each such Purchaser of
such  Bridge  Notes  subject  to  the provisions of the Article 2 shall have the
right  to  pursue  all available remedies at law or in equity, including without
limitation:

(a)     all  of  the  rights and remedies available to a secured party under the
Canadian  version  of  the Uniform Commercial Code as adopted in the Province of
Ontario,  Canada, and any other applicable law, all of which shall be cumulative
and none of which shall be exclusive to the fullest extent permitted by law, and
all  other  legal  and equitable rights under this Agreement and the Transaction
Agreements  which  may  be  available  to  Purchasers,  all  of  which  shall be
cumulative;


<PAGE>
(b)     the  right  to  take possession of the Collateral upon reasonable notice
and  to  enter  the  offices of the Company during normal business hours to take
possession  of  the Collateral; the right of the Purchaser to (a) enter upon the
premises  of  Company  or  any of its subsidiaries, or any other place or places
where the Collateral is located and kept, through self-help and without judicial
process,  without  first  obtaining a final judgment or giving Company or any of
its  subsidiaries  notice  and  opportunity for a hearing on the validity of the
Purchaser's  claim  and  without any obligation to pay rent to Company or any of
its  subsidiaries,  and  remove  the  Collateral  therefrom  to  the premises of
Purchaser  or  any agent of Purchaser, for such time as Purchaser may desire, in
order  to  effectively  collect  or liquidate the Collateral; and/or (b) require
Company to assemble the Collateral and make it available to Purchaser at a place
to  be  designated  by  the  Purchaser,  in  their  sole  discretion.

(c)     the  right  to  sell  or  otherwise  dispose  of  all or any part of the
Collateral  in its then condition, at public or private sale or sales, with such
notice as may be required by law, in lots or in bulk, for cash or on credit, all
as  such  Purchaser  may  deem  advisable,  and  purchase all or any part of the
Collateral  at  public  or,  if  permitted  by law, private sale and, in lieu of
actual  payment  of  such  purchase  price, may set off the amount of such price
against  the  Obligations,  and  to  apply the proceeds realized from such sale,
after  allowing  two  (2)  business days for collection, first to the reasonable
costs, expenses, and attorneys' fees and expenses incurred by such Purchaser for
collection  and  for acquisition, storage, sale, and delivery of the Collateral,
secondly  to  interest due upon the Obligations, and thirdly to the principal of
the  Obligations;  and

(d)     the  right  to  proceed  by  an action or actions at law or in equity to
obtain  possession  of  the  Collateral,  to recover the Obligations and amounts
secured  hereunder  or to foreclose under this Agreement and sell the Collateral
or any portion thereof, pursuant to a judgment or decree of a court or courts of
competent  jurisdiction,  all  without  the  necessity  of  posting  any  bond.

SECTION  2.3     FINANCING  STATEMENTS.

The  Company  and  each  of Global Tracker, Stulberg, and Lewis agree to file or
cause  to  be  filed  on or before the First Closing financing statements in the
Province  of  Ontario  evidencing  the security interests granted herein, in the
Security  Agreement  given by Global Tracker, and in the Stock Pledge Agreements
executed  by  each of Stulberg and Lewis, copies of which are attached hereto as
EXHIBIT  I.

SECTION  2.4     NOTICE.

Any  notice  required  to  be  given  by  Purchaser  of  a sale, lease, or other
disposition  of  the Collateral or any other intended action by Purchaser, given
to  Company in the manner set forth in Section 9.5 below, at least ten (10) days
prior to such proposed action, shall constitute commercially reasonable and fair
notice  thereof  to  Company.

SECTION  2.5     APPOINTMENT  OF  PURCHASER  REPRESENTATIVE.

Each  Purchaser hereto hereby irrevocably appoints SovCap Equity Partners, Ltd.,
a  corporation  organized  under  the  laws  of  the Bahamas and a First Closing
Purchaser  hereunder,  to act as the sole and exclusive agent and representative
(the "REPRESENTATIVE") of each such Purchaser to act on behalf of such Purchaser
and  in  such  Purchaser's name, place, and stead, to (i) exercise all rights of
such  Purchaser,  and  (ii)  take  all action on behalf of Purchaser that may be
taken  by  Purchaser  with  respect  to the collateral under this Agreement, the
Bridge  Notes,  and  the  other  Transaction  Agreements.  Without  limiting the
generality  of  the  foregoing:


<PAGE>
(a)     The  Representative shall, on behalf of all Purchasers, send all notices
which  shall  or  may  be given by Purchasers, under the Transaction Agreements,
declare  Events of Default under this Agreement, the Bridge Notes, and the other
Transaction Agreements, accelerate the Bridge Notes, rescind acceleration of the
Bridge  Notes,  and  enforce  the  Bridge  Notes,  this Agreement, and the other
Transaction  Agreements.  The  Representative  reserves  the  right, in its sole
discretion,  in  each  instance  without  prior notice to the Purchasers, (i) to
agree  to the modification, waiver, or release of any of the terms of any of the
Transaction  Agreements, including, without limitation, the waiver or release of
any  of  the conditions precedent for the purchase and sale of the Bridge Notes;
(ii)  to  consent  to  any action or failure to act by the Company; and (iii) to
exercise  or  refrain  from  exercising any powers, rights, or remedies that the
Purchasers  have  or  may  have with respect to collateral under the Transaction
Agreements;  PROVIDED  HOWEVER,  that  the  Representative  shall  not,  without
obtaining  the  prior written consent of each Purchaser (which consent shall not
be  unreasonably  withheld  or  delayed),  exercise  any of such rights so as to
knowingly release or waive any claim against the Company or any other person who
may  be  liable  with  respect  to  the Bridge Notes if such action would have a
materially adverse effect on the collection of the indebtedness evidenced by the
Bridge  Notes  or  the  enforcement  of  the  Transaction  Agreements.

If any Purchaser shall refuse to consent to any amendment, modification, waiver,
release,  or  subordination requiring the written consent of the Purchasers, the
Purchasers  who  consent  to  such  amendment, modification, waiver, release, or
subordination  may,  at  their  option, at any time thereafter (but shall not be
obligated  to)  purchase  the  Bridge  Note  or  Bridge  Notes  held  by  the
non-consenting  Purchaser  or  Purchasers  by  paying  to  such  non-consenting
Purchaser  or Purchasers an amount equal to the unpaid principal and accrued but
unpaid  interest  on  the  Bridge  Note held by such non-consenting Purchaser or
Purchasers.

(b)     The  Representative  shall collect, enforce, and bring any action on the
Transaction  Agreements  and  any  collateral granted therein in the name of the
Representative  for  the  benefit  of  all  Purchasers.

SECTION  2.6     ASSURANCES.

(a)     Each  Purchaser hereby authorizes third parties with whom Representative
deals  in carrying out the responsibilities of Representative hereunder, to rely
conclusively  on  the instructions and decisions of the Representative as to any
action  taken pursuant to and in accordance with the terms of this Agreement and
the  other  Transaction Agreements without any further or additional approval or
authorization  from  such Purchaser, including without limitation, the execution
and  delivery  of any documents or instruments, or any other actions required to
be  taken  by  the Representative under this Agreement and the other Transaction
Agreements,  and  no  Purchaser  shall  have  any  cause of action against third
parties  with  whom Representative deals in carrying out the responsibilities of
Representative  hereunder  or  under  the  other  Transaction Agreements for any
action  taken  by  such  third  parties  in  reliance  upon  the instructions or
decisions  of  the  Representative;

(b)     All  actions, decisions, and instructions of the Representative shall be
conclusive  and  binding upon all of the Purchasers, and no Purchaser shall have
any  cause  of action against the Representative for any actions taken, decision
made or instruction given by the Representative under this Agreement, except for
fraud or willful misconduct by Representative acting in such capacity hereunder.


<PAGE>
SECTION  2.7     DEFAULT  AND  ACCELERATION  PROCEDURES.

(a)     Each  Purchaser  acknowledges  and agrees that its respective rights in,
to,  and  under any collateral granted in the Transaction Agreements are limited
to  the  specific  collateral  securing  the Bridge Notes purchased by each such
Purchaser as granted by the Company pursuant to the Closing at which such Bridge
Notes  are  purchased.

(b)     The Representative shall give all Purchasers written notice of any Event
of  Default  under  the  Bridge  Notes, this Agreement, or the other Transaction
Agreements  which,  in the judgment of the Representative, adversely affects the
respective  interests of the Purchasers under any of the Transaction Agreements.
In the event of any Event of Default thereunder, the Representative shall pursue
any  remedies available to Purchasers under the Transaction Agreements which the
Representative  in  its sole discretion shall deem advisable, and Representative
may also elect to postpone the pursuit of remedies if in its sole discretion and
judgment  it  is  appropriate  under  the  circumstances  to  do  so.

(c)     In  the  event proceedings are instituted for a sale under power of sale
or  a  judicial  foreclosure  of  the  collateral provided under the Transaction
Agreements,  the  provisions of the Georgia UCC, absent written agreement to the
contrary,  shall govern such proceedings and the actions taken pursuant thereto,
as  among  the  Representative  and  the  Purchasers.

(d)     In  the event the Representative acquires title to any of the collateral
provided  under  the  Transaction  Agreements  pursuant  to  a  foreclosure  or
conveyance  in lieu of foreclosure, title shall be taken in a form acceptable to
the  Representative  and shall be held by or on behalf of the Representative for
the  benefit  of  only the Purchasers holding Bridge Notes which were secured by
such  collateral, in their Proportionate Share.  The Representative shall manage
such  collateral  in  its ordinary course of business and in accordance with its
customary practices and procedures for as long as such title is held in whole or
in  part  in the name of or on behalf of the Representative.  The Representative
shall contemporaneously endeavor to sell such collateral on terms and conditions
reasonably  acceptable  to  the  Representative.

(e)     If  the  Representative  receives  a  payment  after acceleration of the
Bridge  Notes,  whether pursuant to a demand for payment or as a result of legal
proceedings  against the Company, or from any source whatsoever, such payment in
respect  of  the specific Bridge Notes so paid shall be applied in the following
order (unless mandated otherwise by the Transaction Agreements or validly by the
express  terms  of  such  payment):

(1)     To  the expenses incurred in effecting such recovery or in enforcing any
right  or  remedy  under  the  Transaction  Agreements,  and  any other expenses
theretofore  incurred by the Representative and not previously reimbursed by the
Company;

(2)     To  accrued  interest,  payable by the Company, according to Purchaser's
Proportionate  Share  of  such accrued interest in respect of such Bridge Notes;
and

(3)     To  the  unpaid  principal  of  such  Bridge  Notes  with each Purchaser
receiving  such  Purchaser's  Proportionate  Share  of  such  principal.

(f)     The term "PROPORTIONATE SHARE" shall mean the amount of each Purchaser's
Bridge  Note  purchased  at  a  specific  Closing DIVIDED BY the total amount of
Bridge  Notes  purchased  at  such  Closing.


<PAGE>
SECTION  2.8     STANDARD  OF  CARE  OF  THE  REPRESENTATIVE.

(a)     The  Representative shall endeavor in good faith to perform all services
and duties and exercise all powers hereunder specifically assigned and delegated
to  the  Representative,  and the Representative shall perform and exercise, and
shall  have the right and power to perform and exercise, such other services and
powers  as  are  reasonably incidental thereto.  The Representative shall not be
liable to the Purchasers, however, for any action or failure to act or any error
of  judgment,  negligence,  mistake,  or  oversight  by it or any of its agents,
officers,  employees,  or attorneys, with respect to the Transaction Agreements,
PROVIDED  the  Representative has acted in good faith and has not been guilty of
willful  misconduct or gross negligence.  Without limiting the generality of the
foregoing,  the  Representative  may  consult  with  counsel  or  other advisors
selected  by it, and the Representative shall not be liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice of such
counsel  or  other  advisors.  In performing its obligations hereunder and under
the Transaction Agreements, the Representative may rely in good faith on written
and  telephonic  communications  received  by  the  Representative  without
investigating  the  genuineness thereof or the power and authority of the author
of  such  communications.  Each  Purchaser  acknowledges  and  agrees  that  the
Representative's  duties and obligations under this Agreement are administrative
and  ministerial  in  nature,  and  that  the  Representative  has  no fiduciary
obligation  to  the  Purchasers.

(b)     The  Representative  does  not  assume,  and  shall  not  have,  any
responsibility  or liability, express or implied, for the adequacy, sufficiency,
validity,  collectability,  genuineness,  or  enforceability  of  any  of  the
Transaction  Agreements,  for  the  financial  condition  of  the  Company,  for
compliance  by  the  Company  with  the  terms and conditions of the Transaction
Agreements,  or for the accuracy of any financial or other information furnished
to  the  Purchaser  by  the  Representative  or  by  any  other  party.  The
Representative  shall  not  be  required  to  ascertain  or  inquire  as  to the
performance  or  observance  by  the  Company  of  any of the terms, conditions,
provisions,  covenants,  or  agreements  contained  in  any  of  the Transaction
Agreements  or as to the use of the proceeds of the offering of the Bridge Notes
or  of  the  existence or possible existence of any Event of Default thereunder.

(c)     The  Representative  may  accept  deposits  from,  lend  money  to,  and
generally  engage  in  any  kind of banking, trust, financial advisory, or other
business  with the Company or any affiliate thereof as if it were not performing
the  duties  specified  herein, and may accept fees and other consideration from
the  Company or affiliate for services in connection with such services, without
having  to  account  for  the  same  to  the  Purchasers."

          SECTION 3.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To  induce  the  Purchasers to purchase the Bridge Notes, the Company represents
and  warrants  to each Purchaser, except as referenced on SCHEDULE 1 hereto (the
"DISCLOSURE  SCHEDULE"), which reference shall set forth the specific section to
which  the  qualification  relates  and  the  statement  which  constitutes  the
qualification,  that:

SECTION  3.1     ORGANIZATION  AND  QUALIFICATION.

The  Company  and  its  subsidiaries  are  corporations  duly organized, validly
existing,  and in good standing under the laws of the jurisdiction in which they
are incorporated, and have the requisite corporate power to own their properties
and  to carry on their business as now being conducted.  Each of the Company and
each subsidiary is duly qualified as a foreign corporation to do business and is
in  good  standing  in  each  jurisdiction  in  which the nature of the business
conducted  by  it  makes such qualification necessary, except to the extent that
the  failure to be so qualified or be in good standing would not have a material
adverse  effect  on  the  Company  and  its  subsidiaries  taken  as  a  whole.


<PAGE>
SECTION  3.2     AUTHORIZATION,  ENFORCEMENT, COMPLIANCE WITH OTHER INSTRUMENTS.

(a)     The  Company  has  the  requisite corporate power and authority to enter
into  and  perform  each  of this Agreement, any and all amendments thereto, the
Bridge  Notes,  the Repricing Warrants, the Warrants, the Callable Warrants, the
Registration Rights Agreement, the Escrow Agreement, the Global Tracker guaranty
and security agreement, the individual guaranties and stock pledge agreements of
each  of  Stulberg  and  Lewis,  the  Transfer Agent Instructions, the Financing
Statement,  and  any  related  agreements  (collectively,  the  "TRANSACTION
AGREEMENTS" and individually a "TRANSACTION AGREEMENT"), and to issue the Bridge
Notes,  the  Repricing  Warrants,  the  Warrants,  the  Callable  Warrants,  the
Conversion  Shares,  the  Repricing Shares, the Warrant Shares, and the Callable
Warrant  Shares  in  accordance  with  the  terms  hereof  and  thereof;

(b)     the  execution  and  delivery  by the Company of each of the Transaction
Agreements  and the consummation by it of the transactions contemplated thereby,
including without limitation the issuance of the Bridge Notes, the Warrants, the
Callable  Warrants, and the Repricing Warrants, the reservation for issuance and
the  issuance  of  the  Conversion Shares issuable upon conversion of the Bridge
Notes and the reservation for issuance and the issuance of the Repricing Shares,
the  Warrant  Shares,  and  the  Callable  Warrant  Shares  upon exercise of the
Repricing  Warrants,  the Warrants, and the Callable Warrants (the Bridge Notes,
the  Repricing  Warrants,  the  Warrants,  the Callable Warrants, the Conversion
Shares,  the  Repricing  Shares,  the  Warrant  Shares, and the Callable Warrant
Shares are hereinafter collectively, the "SECURITIES") have been duly authorized
by  the  Company's Board of Directors and no further consent or authorization is
required  by  the  Company,  its  Board  of  Directors,  or  its  stockholders;

(c)     each  of  the Transaction Agreements have been duly and validly executed
and  delivered  by  the  Company;  and

(d)     each  of  the  Transaction  Agreements constitutes the valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except  as  such  enforceability may be limited by general principles of
equity  or  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation,  or  similar  laws  relating  to,  or  affecting  generally,  the
enforcement  of  creditors'  rights  and  remedies.

SECTION  3.3     CAPITALIZATION.

Immediately  prior  to  Closing,  the  authorized  capital  stock of the Company
consisted  of 56,600,000 shares of capital stock, of which 50,100,000 shares are
Common  Stock,  par  value  $.001,  of  which  50,388,579  shares are issued and
outstanding,  and  6,500,000  shares of preferred stock ("PREFERRED STOCK"), par
value  $.001, none of which are issued and outstanding.  All of such outstanding
shares have been validly issued and are fully paid and nonassessable.  Except as
described  in  Section 3.3 of the Disclosure Schedule, no shares of Common Stock
or  preferred stock are subject to preemptive rights or any other similar rights
or  any  liens  or encumbrances suffered or permitted by the Company.  Except as
disclosed in Section 3.3 of the Disclosure Schedule, as of the effective date of
this Agreement, (a) there are no outstanding options, warrants, scrip, rights to
subscribe  to, calls, or commitments of any character whatsoever relating to, or
securities  or  rights  convertible  into,  any  shares  of capital stock of the
Company  or  any of its subsidiaries, or contracts, commitments, understandings,
or arrangements by which the Company or any of its subsidiaries is or may become
bound  to  issue additional shares of capital stock of the Company or any of its
subsidiaries,  or  options,  warrants,  scrip,  rights to subscribe to, calls or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital  stock of the Company or any of its
subsidiaries, (b) there are no outstanding debt securities, and (c) there are no
agreements or arrangements under which the Company or any of its subsidiaries is
obligated  to  register  the  sale of any of their securities under the 1933 Act
(except  the  Registration  Rights  Agreement).  There  are  no  securities  or
instruments  containing  anti-dilution  or  similar  provisions  that  will  be
triggered  by  the issuance of the Securities in the manner contemplated by this
Agreement.  The  Company  has furnished to the Purchaser true and correct copies
of  the  Company's  Certificate of Incorporation, as amended (the "CHARTER") and
the  Company's  Bylaws,  as in effect on the date hereof (the "BYLAWS"), and the
terms of all securities convertible into or exercisable for Common Stock and the
material  rights  of  the  holders  thereof  in  respect  thereto.


<PAGE>
SECTION  3.4     ISSUANCE  OF  SECURITIES.

The  Bridge  Notes have been duly authorized and are free from all taxes, liens,
and  charges  with respect to the issue thereof.  The Conversion Shares issuable
upon  conversion  of the Bridge Notes have been duly authorized and reserved for
issuance.  The  Repricing  Warrants  have been duly authorized and are free from
all  taxes,  liens,  and  charges  with  respect  to  the issuance thereof.  The
Repricing Shares issuable upon exercise of the Repricing Warrants have been duly
authorized  and  reserved  for issuance.  The Warrants have been duly authorized
and  are  free  from  all taxes, liens, and charges with respect to the issuance
thereof.  The  Warrant  Shares  issuable upon exercise of the Warrants have been
duly  authorized and reserved for issuance. The Callable Warrants have been duly
authorized  and  are free from all taxes, liens, and charges with respect to the
issuance  thereof.  The  Callable  Warrant  Shares issuable upon exercise of the
Callable  Warrants  have  been  duly  authorized and reserved for issuance. Upon
conversion of the Bridge Notes, the Conversion Shares will, and upon exercise of
the  Repricing  Warrants, the Warrants, and the Callable Warrants, the Repricing
Shares,  the  Warrant  Shares, and the Callable Warrant Shares will, be duly and
validly  issued,  fully paid, and nonassessable, and free from all taxes, liens,
and  charges,  with  respect  to  the  issuance  thereof, with the holders being
entitled  to  all  rights  accorded  to  a  holder  of  Common  Stock.

SECTION  3.5     NO  CONFLICTS.

Except  as  disclosed  in Section 3.5 of the Disclosure Schedule, the execution,
delivery,  and performance of the Transaction Agreements by the Company, and the
consummation  by  the Company of the transactions contemplated thereby, will not
(a)  result  in  a  violation of the Charter or the Bylaws of the Company or (b)
conflict  with,  constitute a default (or an event which with notice or lapse of
time  or  both  would  become  a default) under, or give to others any rights of
termination,  amendment,  acceleration,  or  cancellation  of,  any  agreement,
indenture,  or  instrument  to which the Company or any of its subsidiaries is a
party,  or  result in a violation of any law, rule, regulation, order, judgment,
or  decree  (including federal and state securities laws and regulations and the
rules  and  regulations  of the principal market or exchange on which the Common
Stock  is traded or listed) applicable to the Company or any of its subsidiaries
or  by  which any property or asset of the Company or any of its subsidiaries is
bound  or  affected.  Except  as  described  in  Section  3.5  of the Disclosure
Schedule, neither the Company nor any subsidiary is in violation of any term of,
or  in  default under, its Charter or the Bylaws or their organizational charter
or  Bylaws,  respectively,  or  any  material  contract,  agreement,  mortgage,
indebtedness,  indenture, instrument, judgment, decree, or order or any statute,
rule, or regulation applicable to the Company or its subsidiaries.  The business
of  the  Company and its subsidiaries is not being conducted in violation of any
law,  ordinance,  or  regulation  of  any  governmental  entity.  Except  as
specifically  contemplated  by this Agreement and as required under the 1933 Act
and  any applicable state securities laws, the Company is not required to obtain
any  consent,  authorization,  or  order  of, or make any filing or registration
with,  any court or governmental agency in order for it to execute, deliver, and
perform  any  of  its  obligations  under  or  contemplated  by  the Transaction
Agreements in accordance with the terms thereof.  Except as disclosed in Section
3.5  of  the Disclosure Schedule, all consents, authorizations, orders, filings,
and  registrations  which  the  Company  is  required  to obtain pursuant to the
preceding  sentence  have  been  obtained  or  effected  on or prior to the date
hereof.  The  Company  and  its  subsidiaries  are  unaware  of  any  facts  or
circumstances  which  might  give  rise  to  any  of  the  foregoing.


<PAGE>
SECTION  3.6     SEC  DOCUMENTS;  FINANCIAL  STATEMENTS.

Since  July  16,  1999,  the  Company  has  filed all reports, schedules, forms,
statements, and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the  "1934  ACT")  (all of the foregoing filed prior to the date hereof and all
exhibits  included  therein  and  financial statements and schedules thereto and
documents  incorporated  by  reference therein, being hereinafter referred to as
the  "SEC  DOCUMENTS").  The Company has made available to each Purchaser or its
representative  true  and complete copies of the SEC Documents.  The Company (i)
is a "reporting issuer" as defined in Rule 902(1) of Regulation S and (ii) has a
class  of  securities registered under Section 12(b) or 12(g) of the 1934 Act or
is  required  to file reports pursuant to Section 15(d) of the 1934 Act, and has
filed all the materials required to be filed as reports pursuant to the Exchange
Act for the period the Company was required by law to file such material.  As of
their  respective dates, the financial statements of the Company included in the
SEC  Documents  (the "FINANCIAL STATEMENTS") complied as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations  of  the  SEC  with respect thereto.  Such financial statements have
been  prepared  in  accordance  with  generally  accepted accounting principles,
consistently  applied,  during  the  periods  involved  (except  (a)  as  may be
otherwise indicated in such financial statements or the notes thereto, or (b) in
the  case  of  unaudited  interim  statements,  to  the  extent they may exclude
footnotes  or may be condensed or summary statements) and present fairly, in all
material  respects,  the  financial  position  of  the  Company  as of the dates
thereof,  and  the results of its operations and cash flows for the periods then
ended  (subject,  in  the case of unaudited statements, to normal year-end audit
adjustments).  No  other  information provided by or on behalf of the Company to
the  Purchaser  which  is  not included in the SEC Documents, including, without
limitation,  information  referred to in Section 3.5 of this Agreement, contains
any  untrue  statement  of  a  material fact or omits to state any material fact
necessary  in  order  to  make  the  statements  therein,  in  the  light of the
circumstance  under  which  they  are  or  were  made,  not  misleading.

SECTION  3.7     ABSENCE  OF  CERTAIN  CHANGES.

Except as described in Section 3.7 of the Disclosure Schedule, since the date of
the  most  recent audited balance sheet included in the SEC Documents, there has
been  no  material  adverse  change  and  no material adverse development in the
business, properties, operations, financial condition, results of operations, or
prospects  of  the  Company  or its subsidiaries.  The Company has not taken any
steps,  and  does  not  currently  expect  to take any steps, to seek protection
pursuant to any bankruptcy law nor does the Company or its subsidiaries have any
knowledge  that  its  creditors  intend  to  initiate  involuntary  bankruptcy
proceedings.

SECTION  3.8     ABSENCE  OF  LITIGATION.

There is no action, suit, proceeding, inquiry, or investigation before or by any
court,  public  board,  government agency, self-regulatory organization, or body
pending  or,  to  the  knowledge  of  the  Company  or  any of its subsidiaries,
threatened  against  or  affecting  the Company, the Common Stock, or any of the
Company's subsidiaries, wherein an unfavorable decision, ruling or finding would
(a)  have a material adverse effect on the transactions contemplated hereby, (b)
adversely  affect the validity or enforceability of, or the authority or ability
of  the  Company to perform its obligations under the Transaction Agreements, or
(c)  except  as  expressly set forth in Schedule 3.8 of the Disclosure Schedule,
have  a  material  adverse  effect  on  the  business,  operations,  properties,
financial condition, or results of operation of the Company and its subsidiaries
taken  as  a  whole.

SECTION  3.9     PURCHASE  OF  SECURITIES.

The  Company  acknowledges and agrees that the Purchaser is acting solely in the
capacity  of  an  arm's  length purchaser with respect to this Agreement and the
transactions  contemplated  hereby.  The  Company  further acknowledges that the
Purchaser  is  not acting as a financial advisor or fiduciary of the Company (or
in  any  similar  capacity)  with respect to this Agreement and the transactions
contemplated  hereby  and  any  advice  given  by the Purchasers or any of their
respective  representatives  or agents in connection with this Agreement and the
transactions  contemplated  hereby  is  merely  incidental  to  such Purchaser's
purchase  of  the  Securities.  The  Company further represents to the Purchaser
that  the  Company's decision to enter into this Agreement has been based solely
on  the  independent  evaluation  by  the  Company  and  its  representatives.


<PAGE>
SECTION  3.10     NO  UNDISCLOSED  EVENTS,  LIABILITIES,  DEVELOPMENTS,  OR
CIRCUMSTANCES.

No  event, liability, development, or circumstance has occurred or exists, or to
the  knowledge  of  the  Company  is  contemplated to occur, with respect to the
Company or its subsidiaries or their respective business, properties, prospects,
operations,  or  financial  condition, which could be material but which has not
been  publicly  announced  or  disclosed  in  writing  to  the  Purchaser.

SECTION  3.11     NO  GENERAL  SOLICITATION.

Neither  the Company, nor any of its affiliates, nor any person acting on its or
their  behalf,  has  engaged  in  any  form  of  general solicitation or general
advertising  (within  the  meaning  of  Regulation  D  under  the  1933  Act) in
connection  with the offer or sale of the Bridge Notes or the Conversion Shares.
The  Company  represents  that it has not offered the Bridge Notes or Conversion
Shares to the Purchaser in the U.S. or, to the best knowledge of the Company, to
any  person  in  the  United  States  or  any  U.S.  person.

SECTION  3.12     NO  INTEGRATED  OFFERING.

Neither  the Company, nor any of its affiliates, nor any person acting on its or
their  behalf  has,  directly  or  indirectly,  made  any offers or sales of any
security  or  solicited any offers to buy any security, under circumstances that
would  require registration of any of the Securities under the 1933 Act or cause
this  offering to be integrated with prior offerings by the Company for purposes
of  the  1933  Act  or  any  applicable  stockholder  approval  provisions.

SECTION  3.13     EMPLOYEE  RELATIONS.

Neither the Company nor any of its subsidiaries is involved in any labor dispute
nor,  to  the  knowledge  of the Company or any of its subsidiaries, is any such
dispute  threatened.  None  of the Company's or its subsidiaries' employees is a
member  of  a  union  and  the  Company  and its subsidiaries believe that their
relations  with  their  employees  are  good.

SECTION  3.14     INTELLECTUAL  PROPERTY  RIGHTS.

The  Company  and its subsidiaries own or possess adequate rights or licenses to
use  all  trademarks,  trade  names,  service marks, service mark registrations,
service  names,  patents,  patent  rights,  copyrights,  inventions,  licenses,
approvals,  governmental  authorizations, trade secrets, and rights necessary to
conduct  their  respective  businesses as now conducted.  Except as set forth on
Section 3.14 of the Disclosure Schedule, none of the Company's trademarks, trade
names, service marks, service mark registrations, service names, patents, patent
rights,  copyrights, inventions, licenses, approvals, government authorizations,
trade secrets, or other intellectual property rights have expired or terminated,
or  are expected to expire or terminate in the near future.  The Company and its
subsidiaries do not have any knowledge of any infringement by the Company or its
subsidiaries  of  the  trademark,  trade  name  rights,  patents, patent rights,
copyrights,  inventions,  licenses,  service  names, service marks, service mark
registrations,  trade  secret,  or other similar rights of others. Except as set
forth  on Section 3.14 of the Disclosure Schedule, there is no claim, action, or
proceeding  being  made or brought against, or to the Company's knowledge, being
threatened  against,  the Company or its subsidiaries regarding trademark, trade
name,  patents,  patent  rights,  invention,  copyright, license, service names,
service  marks, service mark registrations, trade secret, or other infringement,
and  the  Company and its subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.  The Company and its subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality,
and  value  of  all  of  their  intellectual  properties.


<PAGE>
SECTION  3.15     ENVIRONMENTAL  LAWS.

The  Company  and  its  subsidiaries  are  (a)  in  compliance  with any and all
applicable  foreign,  federal, state, and local laws and regulations relating to
the  protection of human health and safety, the environment, or hazardous, toxic
substances, wastes, pollutants, or contaminants ("ENVIRONMENTAL LAWS"), (b) have
received  all  permits,  licenses,  or  other  approvals  required of them under
applicable  Environmental  Laws  to conduct their respective businesses, and (c)
are  in compliance with all terms and conditions of any such permit, license, or
approval.

SECTION  3.16     TITLE.

The Company and its subsidiaries have good and marketable title in fee simple to
all  real  property and good and marketable title to all personal property owned
by  them  which is material to the business of the Company and its subsidiaries,
in  each  case  free and clear of all liens, encumbrances, and defects except as
described  in  Section  3.16  of the Disclosure Schedule or as do not materially
affect  the  value  of  such property and do not interfere with the use made and
proposed  to  be made of such property by the Company and its subsidiaries.  Any
real  property  and  facilities  held  under  lease  by  the  Company  and  its
subsidiaries  are  held  by them under valid, subsisting, and enforceable leases
with such exceptions as are not material, and do not interfere with the use made
and  proposed  to  be made of such property and buildings by the Company and its
subsidiaries.  The Pledged Assets are owned by the Company free and clear of any
and  all  encumbrances,  liens,  and  adverse claims whatsoever, has been at all
times prior to the date hereof, and shall remain from and after the date of this
Agreement  in  the  possession  of  the  Company  and  located  at its principal
executive  offices  located  in  Toronto, Ontario.  The fair market value of the
Pledged  Assets  is  not  less  than  $6,000,000.

SECTION  3.17     INSURANCE.

The  Company  and each of its subsidiaries are insured by insurers of recognized
financial  responsibility against such losses and risks, and in such amounts, as
management of the Company believes to be prudent and customary in the businesses
in  which the Company and its subsidiaries are engaged.  Neither the Company nor
any  such  subsidiary  has been refused any insurance coverage sought or applied
for,  and  neither the Company nor any such subsidiary has any reason to believe
that  it  will  not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be  necessary  to  continue its business at a cost that would not materially and
adversely  affect  the  condition,  financial,  or  otherwise,  or the earnings,
business,  or  operations of the Company and its subsidiaries, taken as a whole.

SECTION  3.18     REGULATORY  PERMITS.

The  Company  and its subsidiaries possess all certificates, authorizations, and
permits  issued  by  the  appropriate  federal,  state,  or  foreign  regulatory
authorities  necessary  to  conduct  their  respective businesses, except to the
extent  that  the  failure  to  possess any such certificate, authorization, and
permit  would  not  have  a  material  adverse  effect  on  the  Company and its
subsidiaries  taken  as a whole, and neither the Company nor any such subsidiary
has  received  any  notice  of  proceedings  relating  to  the  revocation  or
modification  of  any  such  certificate,  authorization,  or  permit.

SECTION  3.19     INTERNAL  ACCOUNTING  CONTROLS.

The  Company  and  each  of  its  subsidiaries  maintain  a  system  of internal
accounting  controls  sufficient  to  provide  reasonable  assurance  that  (a)
transactions  are  executed  in accordance with management's general or specific
authorizations, (b) transactions are recorded as necessary to permit preparation
of  financial  statements  in  conformity  with  generally  accepted  accounting
principles  and  to  maintain  asset  accountability,  (c)  access  to assets is
permitted  only  in  accordance  with  management's  general  or  specific
authorization,  and  (d) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect  to  any  differences.


<PAGE>
SECTION  3.20     NO  MATERIALLY  ADVERSE  CONTRACTS,  ETC.

Neither  the  Company  nor  any  of  its subsidiaries is subject to any charter,
corporate,  or other legal restriction, or any judgment, decree, order, rule, or
regulation  which  in  the  judgment  of  the  Company's officers has, or to the
knowledge  of  the Company is expected in the future to have, a material adverse
effect  on the business, properties, operations, financial condition, results of
operations,  or  prospects  of  the  Company  or  its subsidiaries.  Neither the
Company  nor  any  of  its  subsidiaries is a party to any contract or agreement
which  in the judgment of the Company's officers has, or to the knowledge of the
Company  is  expected  to  have,  a  material  adverse  effect  on the business,
properties, operations, financial condition, results of operations, or prospects
of  the  Company  or  its  subsidiaries.

SECTION  3.21     TAX  STATUS.

Except  as set forth on Section 3.21 of the Disclosure Schedule, the Company and
each  of its subsidiaries has made or filed all federal and state income and all
other  tax  returns,  reports,  and declarations required by any jurisdiction to
which  it is subject (unless and only to the extent that the Company and each of
its  subsidiaries  has set aside on its books provisions reasonably adequate for
the  payment  of  all  unpaid  and unreported taxes), and has paid all taxes and
other governmental assessments and charges that are material in amount, shown or
determined  to  be  due on such returns, reports, and declarations, except those
being  contested  in  good  faith, and has set aside on its books amounts deemed
reasonably  adequate  for the payment of all taxes for periods subsequent to the
periods  to  which  such  returns, reports, or declarations apply.  There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any  jurisdiction, and the officers of the Company know of no basis for any such
claim,  and  except  as  set  forth  on  Schedule 3.21, there are no open years,
examinations  in progress or claims against it for federal, state or other taxes
(including  penalties  and interest) for any period or periods prior to the date
hereof.

SECTION  3.22     CERTAIN  TRANSACTIONS.

Except  as  set  forth on Section 3.22 of the Disclosure Schedule and in the SEC
Documents,  and  except  for  arm's  length  transactions  pursuant to which the
Company  makes  payments  in  the ordinary course of business upon terms no less
favorable  than  the  Company could obtain from third parties and other than the
grant of stock options disclosed on Section 3.3 of the Disclosure Schedule, none
of  the officers, directors, or employees of the Company is presently a party to
any  transaction  with  the  Company  (other  than  for  services  as employees,
officers,  and  directors),  including  any  contract,  agreement,  or  other
arrangement  providing  for  the  furnishing of services to or by, providing for
rental  of real or personal property to or from, or otherwise requiring payments
to  or  from any officer, director, or such employee or, to the knowledge of the
Company,  any  corporation,  partnership,  trust,  or  other entity in which any
officer,  director,  or  any  such  employee has a substantial interest or is an
officer,  director,  trustee,  or  partner.

SECTION  3.23     DILUTIVE  EFFECT.

The  Company  understands  and acknowledges that the number of Conversion Shares
issuable  upon  conversion  of  the  Bridge  Notes  will  increase  in  certain
circumstances.  The  Company  further  acknowledges that its obligation to issue
Conversion  Shares  upon  conversion of the Bridge Notes in accordance with this
Agreement  and  the Bridge Notes is absolute and unconditional regardless of the
dilutive  effect that such issuance may have on the ownership interests of other
stockholders  of  the  Company.

SECTION  3.24     FEES  AND  RIGHTS  OF  FIRST  REFUSAL.

The  Company  is  not  obligated  to offer the securities offered hereunder on a
right  of  first  refusal basis or otherwise to any third parties including, but
not  limited  to,  current  or former shareholders of the Company, underwriters,
brokers,  agents,  or  other  third  parties.

SECTION  3.25     FOREIGN  CORRUPT  PRACTICES  ACT.

The  Company  has not made, offered, or agreed to offer anything of value to any
government official, political party, or candidate for government office nor has
it  taken  any  action  which  would cause the Company to be in violation of the
Foreign  Corrupt  Practices  Act  of  1977.

SECTION  3.26     DISCLOSURE.

Neither  this  Agreement  nor any Schedule or Exhibit hereto, contains an untrue
statement  of  a  material  fact  or omits a material fact necessary to make the
statements  contained herein or therein not misleading.  None of the statements,
documents,  certificates or other items prepared or supplied by the Company with
respect  to the transactions contemplated hereby contains an untrue statement of
a  material  fact  or  omits  a  material  fact necessary to make the statements
contained  therein  not  misleading.


<PAGE>
             SECTION 4.  REPRESENTATION AND WARRANTIES OF PURCHASERS

Each  Purchaser  represents  and  warrants  to the Company, with respect to such
Purchaser  only  that:

SECTION  4.1     INVESTMENT  PURPOSE.

Purchaser  is  acquiring  the Securities for its own account for investment only
and  not  with a view towards, or for resale in connection with, the public sale
or  distribution  thereof, except pursuant to sales registered or exempted under
the  1933  Act;  PROVIDED  HOWEVER,  that  by making the representations herein,
Purchaser  does  not  agree  to  hold  any  Securities  for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in
accordance  with  or  pursuant to a registration statement or an exemption under
the  1933  Act.

SECTION  4.2     ACCREDITED  INVESTOR  STATUS.

Purchaser  is an "accredited investor" as that term is defined in Rule 501(a)(3)
of  Regulation  D.

SECTION  4.3     RELIANCE  ON  EXEMPTIONS.

Purchaser  understands  that  the Securities are being offered and sold to it in
reliance  on  specific  exemptions  from the registration requirements of United
States federal and state securities laws and that the Company is relying in part
upon  the  truth  and  accuracy  of,  and  Purchaser's  compliance  with,  the
representations,  warranties, agreements, acknowledgments, and understandings of
Purchaser  set  forth  herein  in  order  to  determine the availability of such
exemptions  and  the  eligibility  of  Purchaser  to  acquire  such  securities.

SECTION  4.4D.     INFORMATION.

Purchaser  and  its  advisors,  if  any,  have been furnished with all materials
relating  to the business, finances, and operations of the Company and materials
relating  to  the offer and sale of the Securities, which have been requested by
such  Purchaser.  Purchaser  and  its  advisors,  if any, have been afforded the
opportunity  to  ask  questions  of the Company.  Neither such inquiries nor any
other  due  diligence  investigations conducted by Purchaser or its advisors, if
any,  or  its  representatives  shall  modify, amend, or affect such Purchaser's
right  to  rely  on  the  Company's  representations and warranties contained in
Section  3  hereof.  Purchaser understands that its investment in the Securities
involves  a  high  degree of risk.  Purchaser has sought such accounting, legal,
and  tax  advice  as  it has considered necessary to make an informed investment
decision  with  respect  to  its  acquisition  of  the  Securities.

SECTION  4.5     NO  GOVERNMENTAL  REVIEW.

Purchaser understands that no United States federal or state agency or any other
government  or  governmental  agency has passed on or made any recommendation or
endorsement  of the Securities, or the fairness or suitability of the investment
in  the Securities, nor have such authorities passed upon or endorsed the merits
of  the  offering  of  the  Securities.

SECTION  4.6     TRANSFER  OR  RESALE.

Purchaser  understands  that  except  as  provided  in  the  Registration Rights
Agreement:

(a)     the Securities have not been and are not being registered under the 1933
Act  or  any  state  securities  laws,  and  may  not be offered for sale, sold,
assigned,  or  transferred  unless;

(i)     subsequently  registered  thereunder;


<PAGE>
(ii)     Purchaser shall have delivered to the Company an opinion of counsel, in
a  generally  acceptable  form,  to  the effect that such securities to be sold,
assigned,  or  transferred  may be sold, assigned, or transferred pursuant to an
exemption  from  such  registration;  or

(iii)     Purchaser  provides  the  Company  with reasonable assurance that such
securities  can  be  sold,  assigned,  or  transferred  pursuant  to Rule 144 or
promulgated  under  the  1933  Act  (or  a  successor  rule  thereto);

(b)     any  sale  of  such  securities made in reliance on Rule 144 promulgated
under  the  1933 Act (or a successor rule thereto) ("RULE 144") may be made only
in  accordance  with  the  terms  of  Rule  144  and further, if Rule 144 is not
applicable,  any  resale  of  such  securities  under circumstances in which the
seller  (or  the  person  through  whom the sale is made) may be deemed to be an
underwriter  (as  that  term  is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC  thereunder;  and

(c)     neither  the  Company  nor  any  other person is under any obligation to
register  such  securities under the 1933 Act or any state securities laws or to
comply  with  the  terms  and  conditions  of  any  exemption  thereunder.

SECTION  4.7     LEGENDS.

Purchaser  understands  that  the certificates or other instruments representing
the  Bridge Notes and, until such time as the sale of the Conversion Shares have
been  registered  under  the 1933 Act as contemplated by the Registration Rights
Agreement,  the stock certificates representing the Conversion Shares shall bear
a  restrictive  legend  in substantially the following form (and a stop transfer
order  may  be  placed  against  transfer  of  such  stock  certificates):

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE  SECURITIES  HAVE  BEEN  ACQUIRED  FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN EFFECTive REGIStratiON
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE  STATE  SECURITIES  LAWS,  OR  AN  OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE  FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE  SECURITIES  LAWS  OR  UNLESS  SOLD  PURSUANT  TO RULE 144 UNDER SAID ACT.

The  legend  set  forth  above  shall  be  removed and the Company shall issue a
certificate  without  such  legend  to  the  holder  of the Bridge Notes and the
Conversion  Shares,  upon  which it is stamped, if, unless otherwise required by
state securities laws, (a) the sale of the Conversion Shares is registered under
the  1933  Act,  (b) in connection with a sale transaction, such holder provides
the  Company  with an opinion of counsel, in a generally acceptable form, to the
effect  that  a public sale, assignment, or transfer of the Bridge Notes and the
Conversion  Shares  may  be made without registration under the 1933 Act, or (c)
such  holder  provides  the  Company  with reasonable assurances that the Bridge
Notes  and  the  Conversion  Shares can be sold pursuant to Rule 144 without any
restriction as to the number of securities acquired as of a particular date that
can  then  be  immediately  sold.

SECTION  4.8     AUTHORIZATION  ENFORCEMENT.

This  Agreement has been duly and validly authorized, executed, and delivered on
behalf  of  Purchaser  and  is  a  valid  and  binding  agreement  of  Purchaser
enforceable  in  accordance  with  its  terms,  subject  as to enforceability to
general  principles  of  equity  and  to  applicable  bankruptcy,  insolvency,
reorganization,  moratorium, liquidation, and other similar laws relating to, or
affecting  generally,  the  enforcement  of  applicable  creditors'  rights  and
remedies.


<PAGE>
SECTION  4.9     RESIDENCE.

Purchaser is a resident of that country specified in its address on the Schedule
of  Purchaser.

SECTION  4.10     NO  SCHEME  TO  EVADE  REGISTRATION.

Purchaser  represents  and  warrants to the Company, as to itself only, that the
acquisition  of  the Securities is not a transaction (or any element of a series
of  transactions) that is part of a plan or scheme by the Purchaser to evade the
registration  provisions  of  the  1933  Act  and  that

(a)     such  Purchaser  is  an "accredited investor" within the meaning of Rule
501  under  the  Securities  Act;

(b)     such  Purchaser  has sufficient knowledge and experience to evaluate the
risks  and merits of its investment in the Company and it is able financially to
bear  the  risks  thereof;

(c)     such  Purchaser  has  had an opportunity to ask questions of and receive
answers  from  and  to discuss the Company's business, management, and financial
affairs  with  the  Company's  management;

(d)     the Securities are being acquired for its own account for the purpose of
investment  and  not  with  a  view  to  or  for  sale  in  connection  with any
distribution  thereof;

(e)     such  Purchaser was not offered nor made aware of the Company's interest
in  issuing  the  Bridge  Notes  by  any  means  of  public  advertisement  or
solicitation;

(f)     in  connection  with such Purchaser's purchase of the Securities, it has
been  solely  responsible  for  its  own  (i) due diligence investigation of the
Company  and  (ii)  investment  decision, and has not engaged or relied upon any
agent  or "purchaser representative" to review or analyze the Company's business
and  affairs  or  advise Purchaser with respect to the merits of the investment;

(g)     such  Purchaser  has  full  power and authority to execute, deliver, and
perform  this  Agreement;  and  this Agreement constitutes the legal, valid, and
binding  obligation of such Purchaser, enforceable against it in accordance with
their  respective  terms;  and

(h)     if  such Purchaser proposes to sell the Securities pursuant to Rule 144A
under  the  Securities  Act,  it  will  (A)  take reasonable steps to obtain the
information  required  by  such  Rule  to establish a reasonable belief that the
prospective  purchaser  is  a  "qualified  institutional  buyer" as such term is
defined in Rule 144A and (B) advise the prospective purchaser that the Purchaser
is  relying  on the exemption from the registration provisions of the Securities
Act  available  pursuant  to  Rule  144A.

SECTION  4.11     COVENANT  NOT  TO  TRADE.

Each  Purchaser for itself and on behalf of each affiliate and associate of such
Purchaser  covenants  and agrees, not to purchase, sell, make any short sale of,
pledge,  grant  any  option  for  the purchase or sale of or otherwise trade any
Common  Stock prior to the conversion of the Bridge Notes (other than a purchase
of  Common  Stock  from  the  Company  pursuant to the exercise of the Repricing
Warrant  or  the  Warrant  or  the  Callable Warrant), without the prior written
consent  of  the  Company.


<PAGE>
                    SECTION 5.  CONDITIONS OF INITIAL CLOSING

The  Purchaser's obligation to purchase and pay for the Securities is subject to
the  satisfaction  prior  to  or  at  the  Closing  of the following conditions:

SECTION  5.1     TRANSACTION  AGREEMENTS.

The  Company  shall  have  delivered  to Purchaser the Transaction Agreements as
provided  in  Section  1.5,  above,  executed  by  all  the  parties  thereto.

SECTION  5.2     OPINION  OF  COUNSEL.

Purchaser  shall  have  received  from  counsel  for  the Company, an opinion in
substantially  the  form of EXHIBIT F, addressed to Purchaser, dated the Closing
Date.  To  the  extent that the opinion referred to in the preceding sentence is
rendered in reliance upon the opinion of any other counsel, Purchaser shall have
received  a  copy  of such opinion of such other counsel, dated the Closing Date
and  addressed  to  Purchaser,  or  a  letter from such other counsel, dated the
Closing  Date  and addressed to Purchaser, authorizing Purchaser to rely on such
other  counsel's  opinion.

SECTION  5.3     REPRESENTATIONS  AND  WARRANTIES;  NO  DEFAULT.

The  representations  and  warranties of the Company contained in this Agreement
and those otherwise made in writing by or on behalf of the Company in connection
with  the  transactions  contemplated  by  this  Agreement  shall be true in all
material  respects,  except  to the extent of changes caused by the transactions
contemplated herein; PROVIDED HOWEVER, that there shall exist at the time of the
Closing  and  after  giving  effect to such transactions no Event of Default (as
defined  in  Section  10  of  the  Bridge  Notes).

SECTION  5.4     PURCHASE  AND  LOAN  PERMITTED  BY  APPLICABLE  LAWS.

The  purchase  of, and payment for, all the Securities evidenced by or attendant
to  the  Bridge  Notes  shall  not  violate  any  applicable  domestic  law  or
governmental  regulation  (including,  without  limitation,  Section  5  of  the
Securities  Act) and shall not subject Purchaser to any tax, penalty, liability,
or  other  onerous  condition  under,  or  pursuant  to,  any  applicable law or
governmental  regulation  or  order.

SECTION  5.5     NO  ADVERSE  LITIGATION.

There shall be no action, suit, investigation, or proceeding, pending or, to the
best of Purchaser's or the Company's knowledge, threatened, against or affecting
Purchaser,  the  Company,  any  of  Purchaser's  or  the Company's properties or
rights,  or  any  of  Purchaser's  or  the  Company's  Affiliates,  officers, or
directors, by or before any court, arbitrator, or administrative or governmental
body  which  (i)  seeks  to  restrain,  enjoin,  prevent the consummation of, or
otherwise  affect  the  transactions  contemplated  by  this  Agreement  or (ii)
questions  the  validity or legality of any such transactions, or (iii) seeks to
recover damages or obtain other relief in connection with any such transactions,
and,  to  the best of Purchaser's and the Company's knowledge, there shall be no
valid  basis  for  any  such action, proceeding, or investigation, and Purchaser
shall have received a certificate executed by the chief executive officer of the
Company,  dated  the  Closing  Date,  to  such  effect.

SECTION  5.6     APPROVALS  AND  CONSENTS.

The  Company  shall  have  duly  received all authorizations, waivers, consents,
approvals,  licenses,  franchises,  permits,  and  certificates  (collectively,
"CONSENTS")  by or of all federal, state, and local governmental authorities and
all  material consents by or of all other persons necessary or advisable for the
issuance  of  the  Bridge  Notes,  all  such consents shall be in full force and
effect  at  the time of Closing, and Purchaser shall have received a certificate
executed  by the chief executive officer of the Company, dated the Closing Date,
to  such  effect.

SECTION  5.7     NO  MATERIAL  ADVERSE  CHANGE.

Since  {INSERT  DATE  OF  LAST  10-Q  -  JAY/ROB}, there shall not have been any
material adverse change in the business, condition (financial or other), assets,
properties,  operations,  or  prospects of the Company, and Purchaser shall have
received  a  certificate executed by the chief executive officer of the Company,
dated  the  Closing  Date,  to  such  effect.


<PAGE>
SECTION  5.8     PROCEEDINGS.

All  proceedings  taken  or  to  be  taken  in  connection with the transactions
contemplated  hereby,  and  all  documents  incident thereto shall be reasonably
satisfactory  in  form  and  substance  to Purchaser and Purchasers counsel, and
Purchaser  and  Purchasers  counsel  shall  have  received  all such counterpart
originals  or  certified  or  other copies of such documents as the Purchaser or
Purchasers'  counsel  may  reasonably  request.

SECTION  5.9     SECRETARY  CERTIFICATE.

Purchaser shall have received a Secretary's Certificate from the Secretary or an
Assistant  Secretary  of  the Company dated the Closing Date and certifying: (A)
that  attached  thereto  is  a  true and complete copy of the Charter as then in
effect,  certified  or  bearing  evidence of filing by the Secretary of State of
Delaware, and (B) a certificate of said Secretary of State, dated as of a recent
date  as  to the due incorporation and good standing of the Company, the payment
of  all franchise taxes by the Company, and listing all documents of the Company
on  file  with  said Secretary of State; (C) that attached thereto is a true and
complete  copy  of  the  Bylaws  of the Company as in effect on the date of such
certification;  (D)  that  attached  thereto  is a true and complete copy of all
resolutions adopted by the Board of Directors or the shareholders of the Company
authorizing  the  execution, delivery, and performance of Transaction Agreements
and  the  issuance,  sale,  and  delivery  of  the Securities, and that all such
resolutions  are in full force and effect and are all the resolutions adopted in
connection  with  the  foregoing  agreements  and  the transactions contemplated
thereby;  (E)  that  the Charter has not been amended since the date of the last
amendment referred to in the certificate delivered pursuant to clause (A) above;
and  (F) to the incumbency and specimen signature of each officer of the Company
executing all Transaction Agreements and any certificate or instrument furnished
pursuant hereto, and a certification by another officer of the Company as to the
incumbency  and  signature  of  the  officer  signing  the  certificate.

SECTION  5.10     TRANSFER  AGENT  INSTRUCTIONS.

The  Transfer  Agent  Instructions,  in  form  and substance satisfactory to the
Purchaser,  shall  have  been  delivered  to  and acknowledged in writing by the
Company's  transfer  agent.

                  SECTION 6.  CONDITIONS TO SUBSEQUENT CLOSINGS

SECTION  6.1     REPRESENTATIONS  AND  WARRANTIES;  NO  DEFAULT.

The  representations  and  the  warranties  of  the  Company  contained  in this
Agreement  and those otherwise made in writing by or on behalf of the Company in
connection with the transactions contemplated by this Agreement shall be true in
all  material  respects,  except  to  the  extent  of  changes  caused  by  the
transactions  contemplated  herein;  PROVIDED HOWEVER, that there shall exist no
Event  of Default under this Agreement or any of the Bridge Notes at the time of
the  Subsequent  Closing.

SECTION  6.2     NO  SUSPENSIONS.

There  shall  be  no  suspensions  of  trading  in  or  in delisting (or pending
delisting)  of  the  Common  Stock.

SECTION  6.3     OPINION  OF  COUNSEL.

Purchaser  shall  have  received  from  counsel  for  the Company, an opinion in
substantially  the  form  of EXHIBIT F, addressed to Purchaser, dated as of each
Additional  Closing  Date.  To  the  extent  that the opinion referred to in the
preceding  sentence  is  rendered  in  reliance  upon  the  opinion of any other
counsel,  Purchaser  shall  have  received  a copy of such opinion of such other
counsel,  dated  the  Additional  Closing  Date and addressed to Purchaser, or a
letter  from such other counsel, dated the Additional Closing Date and addressed
to  Purchaser,  authorizing  Purchaser  to rely on such other counsel's opinion.

SECTION  6.4     DUE  DILIGENCE.

Purchaser  shall  be  satisfied  with  the  results  of  periodic  due diligence
investigations  and  shall  have  received a "comfort" letter from the Company's
auditors  with  respect  to the financial statements filed by the Company in its
quarterly  and  annual  securities  filings.


<PAGE>
SECTION  6.5     SHAREHOLDER  APPROVAL.

Company,  if  required,  must  obtain shareholder approval on placement so as to
address  the  20%  rule.

SECTION  6.6     NO  MATERIAL  ADVERSE  CHANGE.

Since  date hereof, there shall not have been any material adverse change in the
business,  condition  (financial  or  other), assets, properties, operations, or
prospects  of  the  Company,  and  Purchaser.

                        SECTION 7.  AFFIRMATIVE COVENANTS

The Company covenants that from and after the date of this Agreement through the
Closing  and  thereafter  so long as any of the Bridge Notes remain outstanding:

SECTION  7.1     FINANCIAL  INFORMATION.

The  Company  shall  furnish  to  Purchaser:

(a)     within  five  (5)  days after the filing thereof with the SEC, a copy of
its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current
Reports  on  Form  8-K,  and  any  registration  statements  or amendments filed
pursuant  to  the  1933  Act;

(b)     within  one  (1) day after release thereof, copies of all press releases
issued  by  the  Company  or  any  of  its  subsidiaries;

(c)     copies  of  the  same  notices  and  other  information  given  to  the
stockholders of the Company generally, contemporaneously with the giving thereof
to  the  stockholders;

(d)     promptly  upon any officer of the Company obtaining knowledge (i) of any
condition  or  event which constitutes an Event of Default, (ii) that the holder
of  any Bridge Notes has given any notice or taken any other action with respect
to  a  claimed  Event of Default under this Agreement, (iii) of any condition or
event  which,  in the opinion of management of the Company would have a material
adverse  effect  on  the  business,  condition  (financial  or  other),  assets,
properties,  operations,  or  prospects of the Company, other than conditions or
events  applicable to the economy as a whole, (iv) that any person has given any
notice  to the Company or taken any other action with respect to a claimed Event
of Default, or (v) of the institution of any litigation involving claims against
the Company, unless such litigation is defended by the insurance carrier without
any  reservation  of  rights and is reasonably expected to be fully covered by a
creditworthy  insurer,  in  an  amount  equal  to  or greater than $250,000 with
respect  to  any  single  cause of action or of any adverse determination in any
litigation  involving  a  potential liability to the Company equal to or greater
than $100,000 with respect to any single cause of action, a certificate executed
by  the  chief executive officer of the Company specifying the nature and period
of  existence  of any such condition or event, or specifying the notice given or
action  taken  by  such holder or person and the nature of such claimed Event of
Default,  event  or condition, and what action the Company has taken, is taking,
or  proposes  to  take  with  respect  thereto;  and

(e)     with reasonable promptness, such other information and data with respect
to  the  Company  as  Purchaser  may  reasonably  request.


<PAGE>
SECTION  7.2     FORM  D.

The  Company  agrees to file a Form D with respect to the Securities as required
under  Regulation  D  and  to  provide a copy thereof to each Purchaser promptly
after  such filing.  The Company shall, on or before the Closing Date, take such
action  as  the  Company  shall reasonably determine is necessary to qualify the
Securities  for,  or  obtain  exemption  for  the  Securities  for,  sale to the
Purchaser  at the Closing pursuant to this Agreement under applicable securities
or  "Blue  Sky"  laws  of  the  states  of  the United States, and shall provide
evidence of any such action so taken to the Purchaser on or prior to the Closing
Date.

SECTION  7.3     REPORTING  STATUS.

Until  the  earlier  of  (a) the date as of which the Investors (as that term is
defined  in  the  Registration  Rights Agreement) may sell all of the Conversion
Shares  without  restriction  pursuant to Rule l44(k) promulgated under the 1933
Act  (or  successor  thereto),  or (b) the date on which (i) the Investors shall
have  sold  all  the  Conversion  Shares  and  (ii)  none of the Bridge Notes is
outstanding  (the  "REGISTRATION  PERIOD"),  the  Company shall file all reports
required  to  be  filed  with  the SEC pursuant to the 1934 Act, and the Company
shall  not  terminate its status as an issuer required to file reports under the
1934  Act  even  if  the  1934 Act or the rules and regulations thereunder would
otherwise  permit  such  termination.

SECTION  7.4     INSPECTION  OF  PROPERTY.

The  Company  will  permit any Person designated by any Purchaser in writing, at
Purchaser's  expense, to visit and inspect any of the properties of the Company,
to  examine  the  books  and  financial  records  of the Company and make copies
thereof or extracts therefrom and to discuss its affairs, finances, and accounts
with  its  officers  and  its  independent public accountants, all at reasonable
times  and  upon  reasonable  prior  notice  to  the  Company.

SECTION  7.5     MAINTENANCE  OF  PROPERTIES;  INSURANCE.

The  Company  will  maintain  or  cause to be maintained in good repair, working
order,  and  condition  all  properties  used  or  useful in the business of the
Company  and  from  time  to  time will make or cause to be made all appropriate
repairs, renewals, and replacements thereof.  The Company will maintain or cause
to  be  maintained,  with  financially  sound  and reputable insurers (or, as to
workers'  compensation  or  similar  insurance,  in  an  insurance  fund  or  by
self-insurance  authorized  by  the  laws  of  the  jurisdiction  in  question),
insurance  with  respect  to  their respective properties and businesses against
loss  or  damage  of  the  kinds  customarily insured against by corporations of
established  reputation  engaged in the same or similar businesses and similarly
situated,  of  such  type  and  in such amounts as are customarily carried under
similar  circumstances  by  such  other  corporations  and  as are in good faith
believed  by the Company to be sufficient to prevent the Company from becoming a
co-insurer  within  the  terms  of  the  policies  in  question.

SECTION  7.6     MAINTENANCE  OF  SECURITY  INTEREST.

The  Company  will maintain or cause to be maintained a perfected first priority
security interest in certain collateral pledged as security therefor in favor of
each  group  of Purchasers purchasing Bridge Notes at a Closing. Each such first
priority  security  interest  granted in collateral at each Closing shall have a
value  of  not  less  than  200% of the aggregate principal amount of the Bridge
Notes  purchased  at  each  such  Closing  and  then  outstanding.

SECTION  7.7     EXPENSES.

The  Company  and  Purchasers  shall pay all costs and expenses incurred by such
party in connection with the negotiation, investigation, preparation, execution,
and  delivery  of  this  Agreement,  the Bridge Notes, the Escrow Agreement, the
Registration  Rights  Agreement, and other documents executed in connection with
the  issuance of the Bridge Notes.  The costs and expenses of Sovereign Capital,
LLC  including  the  fees  and expenses of Balboni Law Group, LLC (not to exceed
$17,500  in  fees  PLUS all expenses for the First Closing) shall be paid for by
the  Company  at  the First Closing and the fees and expenses for all subsequent
Closings  (not to exceed $4,500 in fees PLUS expenses for the Second Closing and
$2,500  in  fees PLUS all expenses for each subsequent Closing) shall be paid at
each  subsequent  Closing.  The  fee  limits  of  counsel  to  Sovereign Capital
Advisors,  LLC  cited  in  this Section 7.7 are subject in all instances to such
counsel  providing  all transaction documents, agreements, certificates, and the
like  necessary  for  the  transactions  contemplated hereunder, and receiving a
reasonable  level of comments thereto. However, should such counsel prepare such
documents,  agreements,  and  certificates  for  any  Additional  Closing  and
subsequently  receive  substantial  additional  comments  to  such  documents,
agreements,  and  certificates (for example, as a result of changes requested by
or  comments  of  the  Company  to  any  part  or  structure of the transactions
contemplated  hereunder),  then  such  hourly  limits  for  any given Additional
Closing  shall  not  apply and such counsel shall bill and the Company agrees to
pay  for  all such additional work at such counsel's normal hourly rates then in
effect.


<PAGE>
SECTION  7.8     AUTHORIZED  SHARES  OF  COMMON  STOCK,  RESERVATION  OF SHARES.

The  Company  shall  at  all  times,  so  long  as  any  of the Bridge Notes are
outstanding,  reserve  and  keep  available  out  of its authorized and unissued
Common  Stock,  solely for the purpose of effecting the conversion of the Bridge
Notes,  such  number  of shares of Common Stock equal to or greater than 150% of
the  number  of  Conversion  Shares issuable upon conversion of the Bridge Notes
which  are  then  outstanding  or  which  could be issued at any time under this
Agreement.

SECTION  7.9     CORPORATE  EXISTENCE,  ETC.

The  Company  will  at  all times preserve and keep in full force and effect its
corporate  existence,  and  rights,  licenses,  and  franchises  material to its
business,  and  will  qualify  to  do  business as a foreign corporation in each
jurisdiction  where  the  failure  to  so  qualify would have a material adverse
effect  on  the business, condition (financial or other), assets, properties, or
operations  of  the  Company,  taken  as  a  whole.

SECTION  7.10     TRANSFER  AGENTS.

The  Company  covenants  and agrees that, in the event that the Company's agency
relationship  with  the transfer agent should be terminated for any reason prior
to  a  date  which  is  two  (2) years after the Closing Date, the Company shall
immediately  appoint  a  new  transfer agent and shall require that the transfer
agent execute and agree to be bound by the terms of the Irrevocable Instructions
to  Transfer  Agent.

SECTION  7.11     SHAREHOLDER  APPROVAL;  PROXY.

The  Company covenants to submit to its shareholders a proposal for ratification
of  the  issuance  of  the  Bridge  Notes  and  the Conversion Shares, if and as
required  by  the  rules of the National Association of Securities Dealers, Inc.
(the  "NASD")  applicable  to  the transaction. All officers and directors will,
upon request of Purchaser, execute a proxy authorizing Purchaser or any designee
of  Purchaser  to  vote  all  shares  of  Common  Stock,  the voting of which is
controlled  by  such  officer  or  director,  at any meeting (or any adjournment
thereof)  at  which Shareholder action is proposed to ratify the issuance of the
Bridge  Notes  and  the  Conversion  Shares.

SECTION  7.12     TRANSFER  AGENT  INSTRUCTIONS.

The  Company  shall  issue  Transfer Agent Instructions to its transfer agent to
issue  certificates,  registered  in the name of the Purchaser or its respective
nominee(s), for the Conversion Shares, the Repricing Shares, the Warrant Shares,
and  the  Callable Warrant Shares in such amounts as specified from time to time
by  the  Purchaser to the Company upon conversion of the Bridge Notes, except as
provided  in Section 7.8 herein.  Prior to registration of the Conversion Shares
under  the  1933  Act,  all  such certificates shall bear the restrictive legend
specified  in  Section  4.7  of  this  Agreement.  The  Company warrants that no
instruction  other  than  the  Transfer  Agent  Instructions referred to in this
Section  7.12,  and  stop  transfer  instructions  to give effect to Section 4.7
hereof  (in  the  case  of  the Conversion Shares, prior to registration of such
shares  under  the  1933 Act) will be given by the Company to its transfer agent
and  that  the  Bridge Notes and the Conversion Shares shall otherwise be freely
transferable  on  the  books  and  records  of  the Company as and to the extent
provided  in  this  Agreement and the Registration Rights Agreement.  Nothing in
this  Section  7.12  shall  affect  in  any  way the Purchaser's obligations and
agreement  to  comply  with  all  applicable  securities laws upon resale of the
Bridge  Notes  or Conversion Shares.  If the Purchaser provides the Company with
an  opinion  of  counsel,  reasonably satisfactory in form, and substance to the
Company,  that  registration  of  a resale by the Purchaser of any of the Bridge
Notes or Conversion Shares is not required under the 1933 Act, the Company shall
permit  the  transfer,  and,  in  the  case  of  the Conversion Shares, promptly
instruct  its  transfer agent to issue one or more certificates in such name and
in  such  denominations as specified by the Purchaser.  The Company acknowledges
that  a breach by it of its obligations hereunder will cause irreparable harm to
the  Purchaser  by  vitiating  the  intent  and  purpose  of  the  transaction
contemplated  hereby.  Accordingly,  the Company acknowledges that the remedy at
law  for  a breach of its obligations under this Section 7.12 will be inadequate
and  agrees, in the event of a breach or threatened breach by the Company of the
provisions  of  this  Section  7.12,  that  the  Purchaser shall be entitled, in
addition  to  all  other  available  remedies,  to an injunction restraining any
breach  and  requiring immediate issuance and transfer, without the necessity of
showing  economic  loss  and  without any bond or other security being required.


<PAGE>
SECTION  7.13     PAYMENT  OF  TAXES.

The  Company  will  pay  all  taxes, assessments, and other governmental charges
imposed  upon  it or any of its properties or assets or in respect of any of its
franchises,  business,  income,  or properties before any penalty or significant
interest  accrues thereon, and all claims (including, without limitation, claims
for labor, services, materials, and supplies) for sums which have become due and
payable and which by law have or may become a lien upon any of its properties or
assets,  PROVIDED that no such charge or claim need be paid if such claim is (i)
being contested in good faith by appropriate proceedings promptly instituted and
diligently  conducted,  and  (ii)  the  amount  of  such claim is accrued on the
financial  statements  of  the Company or other appropriate provision is made as
shall  be  required  by  generally  accepted  accounting  principles.

SECTION  7.14     COMPLIANCE  WITH  LAWS,  ETC.

The  Company  will  comply  with the requirements of all applicable laws, rules,
regulations, and orders of any court or other governmental authority (including,
without  limitation,  those  related  to  environmental  or  ERISA  compliance),
noncompliance  with  which  could  materially  adversely  affect  the  business,
condition  (financial  or  other), assets, property, operations, or prospects of
the  Company.

SECTION  7.15     USE  OF  PROCEEDS.

The Company will use the proceeds from the sale and issuance of the Bridge Notes
as  follows:  provide  the  Company with operating capital, repayment of certain
limited  existing  indebtedness  of  the  Company,  and  capital  expenditures.

SECTION  7.16     REGISTRATION  STATEMENT.

The  Company  shall  (a)  file  a Registration Statement, covering the resale of
shares  of  Common  Stock  received  upon  conversion  of  the Bridge Notes, the
Repricing  Warrants,  the  Warrants,  and  the  Callable  Warrants to permit the
holder(s)  thereof  to  resell from and after the Registration Deadline (as such
term  is  defined therein) in accordance with the Registration Rights Agreement,
(b)  use  its best efforts to have the Registration Statement declared effective
in  accordance  with  the  Registration  Rights  Agreement,  and  (c)  keep such
Registration  Statement  current  and  effective for a period 12 months from the
effective  date  of  such  Registration  Statement  in  accordance  with  the
Registration  Rights  Agreement.

SECTION  7.17     LISTINGS.

The  Company  shall  promptly  secure  the listing of the Conversion Shares, the
Repricing  Shares, the Warrant Shares, and the Callable Warrant Shares upon each
national  securities  exchange or automated quotation system, if any, upon which
shares  of Common Stock are then listed (subject to official notice of issuance)
and  shall  maintain,  so  long  as any other shares of Common Stock shall be so
listed,  such  listings  of  all  Conversion  Shares,  the Repricing Shares, the
Warrant Shares, and the Callable Warrant Shares from time to time issuable under
the  terms  of  the  Bridge  Notes,  the  Repricing  Warrants, the Warrants, the
Callable  Warrants,  and  the  Registration  Rights Agreement. The Company shall
maintain  the Common Stock's authorization for quotation in the over-the-counter
market. The Company shall promptly provide to Purchaser copies of any notices it
receives  regarding the continued eligibility of the Common Stock for trading in
the  over-the-counter  market.


<PAGE>
SECTION  7.18     INDEMNIFICATION.

In consideration of the Purchaser's execution and delivery of this Agreement and
acquiring the Securities hereunder and in addition to all of the Company's other
obligations  under this Agreement, the Company shall defend, protect, indemnify,
and  hold  harmless  each  Purchaser and each other holder of the Securities and
each  officer,  director,  employee,  and  agent  of  each Purchaser (including,
without  limitation,  those  retained  in  connection  with  the  transactions
contemplated  by  this  Agreement)  (collectively,  the  "INDEMNITEES") from and
against  any  and  all  actions, causes of action, suits, claims, losses, costs,
penalties,  fees, liabilities, and damages, and expenses in connection therewith
(irrespective  of whether any such Indemnitee is a party to the action for which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and  disbursements  (the "INDEMNIFIED LIABILITIES"), incurred by the Indemnitees
or  any  of  them  as  a  result  of,  or arising out of, or relating to (a) any
misrepresentation  or  breach  of  any  representation  or  warranty made by the
Company  in  any  Transaction Agreement or any other certificate, instrument, or
document  contemplated  hereby  or  thereby,  (b)  any  breach  of any covenant,
agreement, or obligation of the Company contained in the Transaction Agreements,
or any other certificate, instrument or document contemplated hereby or thereby,
or  (c)  any  cause  of  action,  suit,  or  claim  brought or made against such
Indemnitee  and  arising  out  of  or  resulting  from  the execution, delivery,
performance, or enforcement of this Agreement or any other instrument, document,
or agreement executed pursuant hereto by any of the Indemnitees, any transaction
financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of the issuance of the Bridge Notes, or the status of the Purchaser  or
holder  of  the  Bridge  Notes  or  the Conversion Shares, as an investor in the
Company.  To  the  extent  that  the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the  payment  and  satisfaction  of each of the Indemnified Liabilities which is
permissible  under  applicable  law.

                          SECTION 8. NEGATIVE COVENANTS

The  provisions  of  this Section 8 shall remain in effect so long as any of the
Bridge  Notes  shall  remain  outstanding.

SECTION  8.1     DEFINITION  OF  DEBT.  For  purposes  of  this  Agreement,  the
capitalized  term  "DEBT"  of  any  Person  shall  mean:

(a)     all  indebtedness  of  such Person for borrowed money, including without
limitation  obligations  evidenced  by bonds, debentures, Bridge Notes, or other
similar  instruments;

(b)     all  indebtedness  guaranteed in any manner by such Person, or in effect
guaranteed  by  such  Person  through  an  agreement  to purchase, contingent or
otherwise;

(c)     all  accounts  payable  which,  to  the  knowledge  of such Person, have
remained unpaid for a period of 90 days after the same become due and payable in
accordance  with  their  respective  terms  taking into account any grace period
relating  to  the  due  date  expressly set forth in the applicable invoice with
respect  to  the  payment  of  such  accounts  payable;

(d)     all indebtedness secured by any mortgage, lien, pledge, charge, security
interest  or  other  encumbrance  upon or in property owned by such Person, even
though  such  Person  has  not  assumed or become liable for the payment of such
indebtedness;


<PAGE>
(e)     all indebtedness created or arising under any conditional sale agreement
or  lease  in  the  nature thereof (including obligations as lessee under leases
which  shall  have  been  or  should  be,  in accordance with generally accepted
accounting  principles, recorded as capitalized leases) (but excluding operating
leases)  or other title retention agreement with respect to property acquired by
such  Person,  even though the rights and remedies of the seller or lender under
such  agreement  in  the  event  of  default are limited to repossession of such
property;

(f)     all  bankers'  acceptances  and  letters  of  credit;  and

(g)     liabilities  in  respect of unfunded vested benefits under Plans covered
by  Title  IV  of  ERISA.

SECTION  8.2     RESTRICTIONS  ON  DEBT.

The Company will not create, assume, or incur or become or at any time be liable
in  respect  of,  any  Debt,  except:

(a)     the  Bridge  Notes  issued  pursuant  to  this  Agreement;

(b)     Debt  outstanding on the date hereof to the extent reflected on the most
recent  balance  sheet  of  the  Company  or  incurred in the ordinary course of
business  thereafter;  and

(c)     Debt  incurred  in  permitted  real  estate  investments;  and

(d)     purchase  money  security  interests  not  to  exceed $250,000 per year.

Notwithstanding  the  foregoing  provisions of Section 8.2, the Company will not
create,  assume, or incur, or become or at any time be liable in respect of, any
Debt  for  money  borrowed, advances made, or goods purchased, if the Purchaser,
the  Person making such advances, or the vendor of such goods (or any Person who
guarantees  or  becomes  surety for all or any part of such Debt or acquires any
right  or  incurs  any  obligation  to  become,  either  immediately or upon the
occurrence  of  some  future  contingency, the owner of all or any part thereof)
shall  have  any right, by reason of any statute or otherwise, to have any claim
in respect of such Debt first satisfied out of the general assets of the Company
in  priority  to  the  claims  of  its  general  creditors.

SECTION  8.3     RESTRICTIONS  ON  DIVIDENDS.

The  Company  will not (a) pay any dividends, in cash or otherwise, on, (b) make
any  distributions  to holders of, or (c) purchase, redeem, or otherwise acquire
any of its outstanding Common Stock or Preferred Stock or set apart assets for a
sinking  or  other  analogous  fund for the purchase, redemption, retirement, or
other  acquisition  of,  any  shares  of  its  Common  Stock or Preferred Stock;
PROVIDED  HOWEVER,  that  the  Company  may, so long as at the time of and after
giving  effect  thereof no Event of Default has occurred and is continuing:  (i)
pay dividends on its outstanding Preferred Stock in accordance with the Charter;
(ii)  with  prior  written  approval of each Purchaser, repurchase shares of its
Common  Stock  issued  or  to  be  issued  by the Company upon exercise of stock
options  granted to employees and directors of the Company pursuant to the terms
of plans adopted by the Board of Directors of the Company; and (iii) pay cash in
lieu  of  fractional  shares  of its Common Stock on the exercise of outstanding
warrants  to  purchase its Common Stock, pursuant to the terms of such warrants.

SECTION  8.4     RESTRICTIONS  ON  TRANSACTIONS  WITH  AFFILIATES.

The  Company  will  not  make  any  loans  or  advances  to any of its officers,
directors,  shareholders, or Affiliates, other than expense advances made by the
Company  to  its officers and employees in the ordinary course of business.  The
Company  will  not  increase  the  salary  of  any  executive  officer,  or  the
remuneration  of  any  director.


<PAGE>
SECTION  8.5     RESTRICTIONS  ON  INVESTMENTS.

Other  than  as  permitted  by  this Agreement, the Company will not purchase or
acquire or invest in, or agree to purchase or acquire or invest in the business,
property,  or  assets  of,  or any securities of, any other company or business,
PROVIDED  HOWEVER,  that the Company may invest its Excess Cash as defined below
in:

(a)     securities  issued  or  directly  and fully guaranteed or insured by the
United  States  government  or  any agency thereof having maturities of not more
than  one  year  from  the  date  of  acquisition;

(b)     certificates  of  deposit  or eurodollar certificates of deposit, having
maturities  of  not  more  than  one  hundred  eighty  days  from  the  date  of
acquisition,  or  one  year  from  the  date  of  acquisition  in  the  case  of
certificates  of  deposit  or  eurodollar  certificates of deposit being used to
secure the Company's reimbursement obligations under letters of credit (provided
that nothing contained herein shall be construed to permit letters of credit not
otherwise  permitted  under  this  Agreement);

(c)     commercial  paper of any Person that is not a subsidiary or an Affiliate
of  the  Company,  maturing  within  one  hundred  eighty days after the date of
acquisition;

(d)     bank  loan  participations;  and

(e)     money  market instruments having maturities of not more than one hundred
eighty  days  from  the  date  of  acquisition,  or  one  year  from the date of
acquisition  in  the  case  of money market instruments being used to secure the
Company's  reimbursement  obligations  under  letters  of  credit (provided that
nothing  contained  herein  shall  be  construed to permit letters of credit not
otherwise  permitted  under  this  Agreement);

in  all  cases  of such credit quality as a prudent business person would invest
in.  As  used  in  this  Section,  "EXCESS  CASH" shall mean that portion of the
proceeds of the Bridge Notes which has not been invested as described in Section
7.15  hereof.

SECTION  8.6     RESTRICTIONS  ON  SALE  AND  LEASE-BACK  TRANSACTIONS.

The  Company  will not sell or transfer any of its properties to anyone with the
intention  of taking back a lease of the same property or leasing other property
for  substantially  the  same  use  as  the  property being sold or transferred;
PROVIDED  HOWEVER,  that  (a)  the  Company may continue and extend its existing
leasing  arrangements  and  may  lease,  under  operating  leases, any fixtures,
equipment, and real estate that do not constitute Pledged Assets in the ordinary
course  of  business of the Company, and (b) the Company may otherwise make real
estate  investments  but only with the consent of the Purchasers as provided for
herein.

SECTION  8.7     RESTRICTIONS  ON  SALES  OF  ASSETS.

The Company will not sell, transfer, or dispose of any property except for sales
of  obsolete  equipment having a book value at the time of sale of not more than
$100,000  in  the  aggregate  in  any  fiscal  year.

SECTION  8.8     RESTRICTIONS  ON  SUBSIDIARIES.

The  Company  will not, without the written consent of Purchaser to organize, or
transfer  any  assets  to,  any  Subsidiaries,  PROVIDED that, if consent of the
Purchaser is obtained and any Subsidiaries are organized, or assets transferred,
in  compliance  with  this  Section  8.8,  the  Company  will  not  permit  such
Subsidiaries  to enter into any transaction or agreement which would violate any
of  the  provisions of this Section 8 if such provisions were applicable to such
Subsidiary.


<PAGE>
SECTION  8.9     CHANGE  IN  BUSINESS;  OPERATIONS.

The  Company  will  not cause or effect any change in or addition to the primary
business  of the Company that has not been approved by Purchaser, such that more
than  10%  of  the  consolidated  net earnings of the Company are derived from a
business  other  than  the business in which the Company was engaged on the date
hereof as reflected in the applicable last SEC Document filed prior to the First
Closing  ("CHANGE  IN BUSINESS"), except any such changes approved in advance in
writing  by the Representative. The business of the Company and its subsidiaries
shall  not be conducted in violation of any law, ordinance, or regulation of any
governmental  entity.

SECTION  8.10     EXCEPTIONS  WITH  CONSENT  OF  PURCHASERS.

The Company may seek an exception to any prohibited action under this Section by
FIRST,  giving  written  notice  to  all  Purchasers  of Bridge Notes under this
Agreement,  along  with  copies  of all documentation requested by any Purchaser
relating  to  such  requested  exception,  and SECOND, in the sole discretion of
Purchasers,  satisfactorily  responding  to  any  Purchaser  inquiries about the
requested  action. The Company may undertake any such requested action otherwise
prohibited by this Section 8 only after receiving the advance written consent of
Purchasers  representing not less than two-thirds (2/3) of all amounts due under
Bridge  Notes  issued  hereunder  and  then  outstanding.

                          SECTION 9.     MISCELLANEOUS.

SECTION  9.1     COUNTERPARTS.

This  Agreement  may  be  executed in two or more identical counterparts, all of
which  shall be considered one and the same agreement and shall become effective
when  counterparts  have  been  signed  by each party and delivered to the other
party.  In  the event any signature page is delivered by facsimile transmission,
the  party using such means of delivery shall cause four (4) additional original
executed  signature  pages  to be physically delivered to the other party within
five  (5)  days  of  the  execution  and  delivery  hereof.

SECTION  9.2     HEADINGS.

The  headings  of  this Agreement are for convenience of reference and shall not
form  part  of,  or  affect  the  interpretation  of,  this  Agreement.

SECTION  9.3     SEVERABILITY.

If  any  provision  of  this  Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.

SECTION  9.4     ENTIRE  AGREEMENT.  AMENDMENTS.

This Agreement supersedes all other prior oral or written agreements between the
Purchaser, the Company, their affiliates and persons acting on their behalf with
respect  to the matters discussed herein, and this Agreement and the instruments
referenced  herein  contain the entire understanding of the parties with respect
to  the matters covered herein and therein and, except as specifically set forth
herein  or  therein,  neither  the  Company  nor  any  Purchaser  makes  any
representation, warranty, covenant, or undertaking with respect to such matters.
No  provision  of  this  Agreement  may  be  waived  or amended other than by an
instrument  in  writing  signed  by  the  party  to be charged with enforcement.

SECTION  9.5     NOTICES.

Any notices, consents, waivers, or other communications required or permitted to
be given under the terms of this Agreement must be in writing and will be deemed
to  have  been  delivered  (a) upon receipt, when delivered personally, (b) upon
receipt,  when  sent  by  facsimile, PROVIDED a copy is mailed by U.S. certified
mail,  return  receipt  requested,  (c)  three (3) days after being sent by U.S.
certified  mail, return receipt requested, or (d) one (1) day after deposit with
a  nationally  recognized  overnight  delivery  service,  in  each case properly
addressed to the party to receive the same.  The addresses and facsimile numbers
for  such  communications  shall  be:


<PAGE>
If  to  the  Company:

                           The  Tracker  Corporation  of  America

                           180  Dundas  Street  West,  26th  Floor

                           Toronto,  Ontario

                           Canada  M5G  1Z8

                           Attention:

                           Telephone:  (416)  593-2604

Facsimile:

With  a  copy  to:

                           [name  of  Firm]

                           Attention: Robert  D.  Arkin

                           Telephone:

                           Facsimile:

If  to  any Purchaser, to its address and facsimile number on the signature page
of  such  Purchaser hereto, with copies to such Purchaser's counsel as set forth
on  the signature page of such Purchaser hereto.  Each party shall provide five-
(5)  days  prior  written  notice to the other party of any change in address or
facsimile  number.

SECTION  9.6     INTEREST.

In  no  event shall the amount of interest due or payable hereunder or under the
Bridge  Notes exceed the maximum rate of interest allowed by applicable law, and
if  any  such  payment  is inadvertently made by the Company or is inadvertently
received  by  any holder of Bridge Notes, then such excess sum shall be credited
as  a payment of principal, unless the applicable holder of a Bridge Notes shall
notify  the  Company  in writing that it elects to have such excess sum returned
forthwith.  It  is  the  express  intent hereof that the Company not pay and the
holder  of  the  Bridge  Notes not receive, directly or indirectly in any manner
whatsoever,  interest in excess of that which may legally be paid by the Company
under  applicable  law.

SECTION  9.7     SUCCESSORS  AND  ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of the parties and
their  respective  successors  and  assigns.  The  Company shall not assign this
Agreement  or  any  rights  or  obligations  hereunder without the prior written
consent  of  the  Purchasers.  Any  Purchaser  may  assign  its rights hereunder
without  the  consent of the Company, PROVIDED HOWEVER, that any such assignment
shall  not  release  such  Purchaser  from its obligations hereunder unless such
obligations  are  assumed by such assignee and the Company has consented to such
assignment  and  assumption.

SECTION  9.8     NO  THIRD  PARTY  BENEFICIARIES.

This  Agreement  is  intended  for  the  benefit of the parties hereto and their
respective  permitted successors and assigns, and is not for the benefit of, nor
may  any  provision  hereof  be  enforced  by,  any  other  person.

SECTION  9.9     PUBLICITY.

The Company and Purchasers shall have the right to approve, before issuance, any
press  releases  or any other public statements with respect to the transactions
contemplated  hereby;  PROVIDED  HOWEVER,  that  the  Company shall be entitled,
without  the  prior  approval  of Purchasers, to make any press release or other
public disclosure with respect to such transactions as is required by applicable
law and regulations (although the Purchaser shall be consulted by the Company in
connection  with  any such press release or other public disclosure prior to its
release  and  shall  be  provided  with  a  copy  thereof).


<PAGE>
SECTION  9.10     FURTHER  ASSURANCES.

Each  party  shall  do  and perform, or cause to be done and performed, all such
further  acts  and  things,  and  shall  execute  and  deliver  all  such  other
agreements,  certificates,  instruments,  and  documents, as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

SECTION  9.11     NO  STRICT  CONSTRUCTION.

The  language used in this Agreement will be deemed to be the language chosen by
the  parties to express their mutual intent, and no rules of strict construction
will  be  applied  against  any  party.

SECTION  9.12     GOVERNING  LAW.

This  Agreement shall be governed by and interpreted in accordance with the laws
of  the  State  of Georgia without regard to the principles of conflict of laws.
The parties agree that any appropriate State court located in New Castle County,
Delaware  or  the Federal courts located in the District of Delaware, shall have
jurisdiction of any case or controversy arising under or in connection with this
Agreement  and  shall  be  the  proper forum in which to adjudicate such case or
controversy,  and  the  parties  further  agree  to  submit  to  the  personal
jurisdiction  of  such  court.

IN  WITNESS WHEREOF, Purchasers and the Company have caused this Series 1 Bridge
Note  Purchase  and  Security Agreement to be duly executed as of the date first
written  above.



                       [Signatures on the following page]


<PAGE>
                             COMPANY SIGNATURE PAGE

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                                       COMPANY

                                       THE  TRACKER  CORPORATION  OF  AMERICA

                                       By: /s/ Jay  S.  Stulberg
                                       -----------------------------
                                       Jay  S.  Stulberg,  President


<PAGE>
                            PURCHASER SIGNATURE PAGE

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                                       PURCHASER

                                       Purchaser  Name:
                                       -----------------------------
                                       By:
                                       -----------------------------
                                       Name:
                                       -----------------------------
                                       Title:
                                       -----------------------------


PURCHASER  NAME
ADDRESS  AND
FACSIMILE  NUMBER

PRINCIPAL  AMOUNT
OF  BRIDGE  NOTES
PURCHASED

PURCHASER'S  LEGAL
COUNSEL  ADDRESS
AND  FACSIMILE  NUMBER


<PAGE>
                                   SCHEDULE 1

                               DISCLOSURE SCHEDULE

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT


<PAGE>
                                    EXHIBIT A

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                          FORM OF SERIES 1 BRIDGE NOTE

            (WITH FORM OF REPRICING WARRANT ATTACHED AS ATTACHMENT 1)

Form  Attached  hereto.


<PAGE>
THIS  BRIDGE  NOTE  HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  AND  MAY  NOT  BE  SOLD,  TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS
REGISTERED  UNDER  SUCH ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY  TO  THE  COMPANY  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

                       THE TRACKER CORPORATION OF AMERICA
                         SERIES 1 BRIDGE FINANCING NOTE

No.  S1BFN-__                  $___,000.00     August                 ___,  1999

     THE  TRACKER  CORPORATION  OF  AMERICA,  a  Delaware  corporation  (such
corporation,  or  any  successor  permitted hereunder, the "COMPANY"), for value
received,  hereby promises to pay to [HOLDER NAME], a [resident of the State of]
______ [corporation] [limited liability company] or any subsequent holder hereof
(such  holders,  assignees,  or  any  registered  assignees, the "HOLDERS"), the
principal  sum of ___ THOUSAND DOLLARS (US $____,000.00), and to pay interest on
such  principal  sum,  at  the  rate  of eight percent (8%) per annum (the "NOTE
RATE")  from  the  Original  Issue Date (as defined below) until the one hundred
twentieth (120th) day after the Original Issue Date (the "MATURITY DATE") and at
the  rate  of  eleven  percent  (11%)  per  annum (the "DEFAULT RATE") after the
Maturity  Date  until  payment of all principal, premium, and accrued and unpaid
interest has been paid in full.  Interest shall be payable on the Maturity Date.
All  such  interest  shall be computed on the basis of the actual number of days
elapsed  during  any  interest  period in a year of 360 days.  The date on which
this  Series 1 Bridge Note shall have first been issued is referred to herein as
the  "ORIGINAL  ISSUE  DATE."

     SECTION  1.     DESCRIPTION.
     This Bridge Note is one of a series of Series 1 Bridge Financing Notes that
have  been authorized by the Company (the "SERIES 1 BRIDGE NOTES") and are alike
except  for  principal amount and issue date, and are in registered form.   This
Series  1 Bridge Note is convertible, into shares of the Company's Common Stock,
$.001  par  value  (the "COMMON STOCK"), as provided herein, and, effective upon
any  such  conversion,  the Common Stock so issued shall be subject to all terms
and  conditions  and  shall  enjoy  all  rights,  privileges,  and  preferences
applicable to such Common Stock under the Company's Certificate of Incorporation
(the "CERTIFICATE OF INCORPORATION").  The Common Stock issuable upon conversion
of  this  Series  1  Bridge  Note  (the  "CONVERSION  SHARES")  are  entitled to
registration  rights pursuant to a Registration Rights Agreement between Holder,
the  Company,  and  certain other signatories thereto dated August 18, 1999 (the
"REGISTRATION  RIGHTS  AGREEMENT").  This  Series  1  Bridge  Note is secured by
certain  specified  shares of Common Stock of the Company being pledged therefor
and  having a value of approximately 200% of the principal amount of this Series
1  Bridge  Note  pursuant  to  the  terms of a Series 1 Bridge Note Purchase and
Security  Agreement dated August 18, 1999 (the "PURCHASE AGREEMENT") and a Stock
Pledge  Agreement dated August 18, 1999, and is otherwise entitled to all of the
rights  and  benefits  thereunder.

     SECTION  2.     OFFICE  FOR  REGISTRATION  AND  CONVERSION.
     The  Company shall maintain an office where this Series 1 Bridge Note shall
be  surrendered  or  presented  for  registration  of transfers or exchanges and
conversions.  This  office  will  initially  be  located  at  the offices of the
Company at 180 Dundas Street West, 26th Floor, Toronto, Ontario, Canada M5G 1Z8.
The  Company  shall  keep  a  register of the Series 1 Bridge Notes and of their
transfer  and  exchange,  including  the  names  and addresses of Holders of the
Series  1  Bridge  Notes.  Holder shall give the Company notice of any change in
Holder's  address  to  the  office  indicated  in this Section 2.  Upon two- (2)
business  days  written  request,  the  Company  shall permit Holder or its duly
authorized  representatives  to  inspect  such register.  Upon written notice to
Holder, the Company may change the address of the office to be maintained by the
Company  pursuant  to this Section 2 or appoint one or more co-registrars, stock
registrars,  paying  agents,  or  conversion  agents  to  assist  the Company in
performing  its  functions  under  the  Series  1  Bridge  Notes.


                                        1
<PAGE>
     SECTION  3.     REDEMPTION.
     (a)     MANDATORY  REDEMPTION.  If this Series 1 Bridge Note is outstanding
on  the  Maturity  Date,  this  Series 1 Bridge Note shall be due and payable as
follows:

     (i)     if  on the Maturity Date a Registration Statement IS effective with
respect  to  the  Conversion  Shares,  the  Company shall give written notice to
Holder  of  its  intent  to redeem the then outstanding principal amount of this
Series  1  Bridge  Note, which notice shall state the election of the Company to
pay  the  redemption price in cash or by conversion of this Series 1 Bridge Note
into  Common  Stock,  in  the  manner  contemplated  by  Section  3(c)  hereof.
Regardless of the manner in which paid, the redemption price (the "MATURITY DATE
REDEMPTION  PRICE")  shall  be equal to 112.5% of the then outstanding principal
amount  of this Series 1 Bridge Note PLUS accrued and unpaid interest thereon at
the  Note  Rate  through and including the Maturity Date and at the Default Rate
after  the Maturity Date through and including the date the payment is disbursed
(whether  by  issuance  of  Conversion  Shares  or  a  payment  in  cash).

     (ii)     if  on the Maturity Date a Registration Statement IS NOT effective
with respect  to  the  Conversion Shares, Holder may, in addition to  all  other
rights and remedies of Holder hereunder and under the Purchase Agreement,  elect
to make written  demand  to  the  Company to redeem, all  or part  of  the  then
outstanding principal under this Series 1 Bridge Note. Such demand shall specify
Holder's election  to  accept payment of the redemption  price  in  cash  or  by
conversion of this  Series  1  Bridge  Note  into  Common Stock, in  the  manner
contemplated by Section  3(c) hereof.  The Company shall have three (3) Business
Days after its receipt  of  such demand to confirm its intention to redeem  this
Series 1 Bridge Note  by  tendering  to Holder either (A) cash or (B) Conversion
Shares (as specified in Holder's  demand), in the manner contemplated by Section
3(c) hereof.  In either case the redemption price shall be equal to the Maturity
Date  Redemption  Price.

     (iii)     The date of any redemption under either subparagraph (i) or  (ii)
above shall  be  referred  to  as  a  "REDEMPTION  DATE."

     (b)     VOLUNTARY  REDEMPTION.  At  any  time  from  and after the Original
Issue  Date  up  to but not including the Maturity Date, the Company may, at its
option,  call  and redeem this Series 1 Bridge Note, at the redemption price set
forth  in  subparagraph  (i),  below,  PLUS  accrued and unpaid interest on such
redeemed  amount  through  and  including the Voluntary Redemption Date, as such
term  is defined below (such redemption being the "VOLUNTARY REDEMPTION"), under
and  in  accordance  with  the  following  terms  and  procedures:

     (i)     The  Company  at  its  option prior to the Maturity Date may redeem
this  Series  1  Bridge  Note  at  the Redemption Price set forth below PLUS all
accrued  and  unpaid  interest on the principal amount through and including the
Voluntary  Redemption  Date (the "VOLUNTARY REDEMPTION PRICE") as of a Voluntary
Redemption  Date:

<TABLE>
<CAPTION>
REDEMPTION DATE                                                      REDEMPTION PRICE
<S>                                                            <C>
Original Issue Date through and including the 90th day                      110%
afterthe Original Issue Date

91st day after the Original Issue Date through and including              112.5%
the 120th day after the Original Issue Date

121st day after the Original Issue Date through and including               115%
the date of redemption or conversion
</TABLE>


                                        2
<PAGE>
     (ii)  At  least  ten  (10)  days before a Voluntary Redemption, the Company
shall  mail  a  notice of redemption to Holder, stating (A) the redemption date,
which  shall  be a business day in New York, New York (the "VOLUNTARY REDEMPTION
DATE"),  (B)  the  aggregate principal amount of this Series 1 Bridge Note to be
redeemed,  (C)  the  Voluntary Redemption Price, and (D) the name and address of
the  Person  to  whom  this  Series  1  Bridge Note must be presented to receive
payment if required pursuant to paragraph (iv) below.  Once notice of redemption
is  mailed  and  the Company shall have complied with paragraph (iii) below, the
Voluntary  Redemption  Price  shall  become  due  and  payable  on the Voluntary
Redemption  Date.

     (iii)  On  or before the third (3rd) day prior to the Voluntary  Redemption
Date, the Company shall deposit into a bank trust account for the benefit of the
Holder of this Series 1 Bridge Note money sufficient to pay the Redemption Price
and  all  accrued  and  unpaid  interest.

     (iv)  The Company may, at its option, require as a condition to the receipt
of a payment pursuant  to  this Section 3(b) that Holder  present  the  Series 1
Bridge Notes  to  the  Person  specified  in paragraph (ii) above for surrender.
(v)  No  Voluntary Redemption of this Series 1 Bridge Note can be effected after
the  179th  day  after  the  Original  Issue  Date.

     (c)  CONVERSION  INTO  COMMON  STOCK  IN  LIEU  OF  PAYMENTS.

     (i) In lieu of payment of cash to Holder pursuant to Section 3(a)(i) hereof
and  Section  3(b)  hereof,  the  Company  may,  elect to pay all or part of the
Maturity  Date  Redemption Price or the Voluntary Redemption Price in Conversion
Shares,  under  the  terms  of  Section  3(d)  hereof.

     (ii)  In  lieu  of cash, pursuant to Section  3(a)(ii)  hereof,  Holder may
require the  Company to pay all or part of the Maturity Date Redemption Price in
Conversion  Shares,  under  the  terms  of  Section  3(d)  hereof.

The  Repricing  Warrant  shall  apply  to each share of Common Stock received by
Holder  pursuant  to  this  Section  3(c).

     (d)  The  number  of  shares  of  Common  Stock  issuable in payment of the
Mandatory  Redemption  Price  or  the Voluntary Redemption Price is equal to the
quotient of the Mandatory Redemption Price or the Voluntary Redemption Price (as
the  case may be) DIVIDED BY $_______, (the "CONVERSION PRICE") {AVERAGE CLOSING
BID PRICE - 5 DAYS PRIOR TO ORIGINAL ISSUE DATE}.  Fractional shares will not be
issued.  In lieu of any fraction of a share, the Company shall deliver its check
for  the  dollar  amount  of  the  less-than  full  share  remainder.


                                        3
<PAGE>
     SECTION  4.     METHOD  OF  PAYMENT.

     (a)     Interest  accruing through and including the Maturity Date shall be
computed  at  the Note Rate.  Interest accruing after the Maturity date shall be
computed  at  the  Default  Rate.  Accrued  and unpaid interest shall be due and
payable  at  the  time the principal and premium of this Series 1 Bridge Note is
paid.  All  such interest shall be computed on the basis of the actual number of
days  elapsed  during any interest period in a year of 360 days.  Interest shall
begin  to  accrue  on  the  Original  Issue  Date.

     (b)     The  Company  shall  pay  interest  and  principal on this Series 1
Bridge Note (except  defaulted interest) to the  Person who  is  the  registered
Holder of this Series  1 Bridge  Note  on  the  day  on which  the  interest  or
principal payment is  due.  If the Company defaults in a payment of interest  on
this Series 1 Bridge  Note, it may pay the defaulted interest, PLUS any interest
on the defaulted  interest  if  permitted provided by Section 4(d) below, to the
Person who is the registered Holder of this Series  1  Bridge  Note on the  date
Such payment  is  made.

     (c)     The  Company  shall  pay  interest by check payable in money of the
United  States of America that at the time of payment is legal tender for public
and  private  debts.  Payments  of  interest shall be mailed to Holder's address
shown  in  the register maintained pursuant to Section 2; PROVIDED HOWEVER, that
with  respect  to the final payment of principal and accrued and unpaid interest
necessary  to  pay  this  Series  1 Bridge Note in full, to receive such payment
Holder  must surrender this Series 1 Bridge Note for cancellation to the Company
or  to a paying agent appointed by the Company.  Principal and interest shall be
considered  paid  on  the  date due, and no interest shall accrue thereafter, if
there  is  on  deposit  on that date, in a bank trust account for the benefit of
Holder  of  this  Series  1  Bridge Note, money sufficient to pay the Redemption
Price  and  all accrued and unpaid interest due under this Series 1 Bridge Note.

     SECTION  5.     CONVERSION  PRICE  AND  ADJUSTMENTS.
     (a)     At  anytime  AFTER the Maturity Date, Holder may convert all or any
portion  of  the  Redemption  Price  and accrued and unpaid interest due on this
Series  1  Bridge  Note  into  shares  of  Common  Stock.

     (b)     If  Holder elects to convert less than the full Redemption Price of
this  Series  1  Bridge  Note,  such  conversion  shall be permitted only in one
hundred  (100)-share increments unless the Company has given its contemporaneous
consent  to  conversion  of  an  odd  lot.  The  provisions hereof that apply to
conversion  of  the  entire  Redemption Price of this Series 1 Bridge Note shall
also  apply  to conversion of a portion of the Redemption Price.  Upon surrender
of  the Series 1 Bridge Note for conversion in part, the Company shall issue new
Series  1  Bridge  Notes  in substantially the same form as this Series 1 Bridge
Note,  except that the principal amount shall be reduced by the principal amount
so  converted  (exclusive  of  the  redemption  premium).

     (c)     The  number  of  shares of Common Stock issuable upon conversion of
this  Series  1  Bridge Note is equal to the quotient of the Redemption Price of
this  Series  1  Bridge  Note  being  converted  DIVIDED  BY  Conversion  Price.
Fractional  shares  will not be issued.  In lieu of any fraction of a share, the
Company  shall  deliver  its  check  for the dollar amount of the less than full
share remainder.  Accrued and unpaid interest shall be included in computing the
number  of  Conversion  Shares  issuable upon conversion of this Series 1 Bridge
Note.  Interest  shall  cease  to accrue on that portion of the Redemption Price
converted  from  and  after  the  Conversion  Date.


                                        4
<PAGE>
  SECTION 6.     PROCEDURES FOR CONVERSION, AND ISSUANCE OF CONVERSION SHARES.

     (a)     HOLDERS'  DELIVERY  REQUIREMENTS.  To  convert this Series 1 Bridge
Note  into  Common  Stock,  (the "CONVERSION DATE"), the Holder hereof shall (A)
deliver or transmit by facsimile, for receipt on or prior to 11:59 P.M., Eastern
Time,  on such date, a copy of a fully executed notice of conversion in the form
attached  hereto  as  EXHIBIT  A (the "CONVERSION NOTICE") to the Company or its
designated Transfer Agent, and (B) surrender to a common carrier for delivery to
the  Company  or  the Transfer Agent as soon as practicable following such date,
the  original  Series  1  Bridge  Note  being  converted  (or an indemnification
undertaking  with  respect  to  such  shares  in the case of the loss, theft, or
destruction  of the Series 1 Bridge Note) and the originally executed Conversion
Notice.  The  date  the  Company  receives the Conversion Note and this Series 1
Bridge  Note  is  hereinafter  the  "CONVERSION  DATE."

     (b)     COMPANY'S  RESPONSE.  Upon  receipt  by  the Company of a facsimile
copy  of a Conversion Notice, the Company shall immediately send, via Facsimile,
a  confirmation of receipt of such Conversion Notice to Holder.  Upon receipt by
the  Company  or  the Transfer Agent of the Series 1 Bridge Note to be converted
pursuant  to  a  Conversion  Notice,  together  with  the  originally  executed
Conversion  Notice,  the  Company  or  the Transfer Agent (as applicable) shall,
within  five  (5)  business  days  following  the date of receipt, (A) issue and
surrender to a common carrier for overnight delivery to the address as specified
in the Conversion Notice, a certificate, registered in the name of Holder or its
designee,  for  the  number  of  shares of Common Stock to which Holder shall be
entitled  or  (B) credit the aggregate number of shares of Common Stock to which
such  Holder shall be entitled to the Holder's or its designee's balance account
at  The  Depository  Trust  Company.

     (c)     RECORD  HOLDER.  The  Person  or  persons  entitled  to receive the
shares  of  Common Stock issuable upon a conversion of this Series 1 Bridge Note
shall  be  treated  for  all  purposes  as the "RECORD HOLDER" or Holder of such
shares  of  Common  Stock  on  the  Conversion  Date.

     (d)     COMPANY'S  FAILURE TO TIMELY CONVERT.  If the Company shall fail to
issue  to  Holder within five (5) business days following the date of receipt by
the  Company  or the Transfer Agent of this Series 1 Bridge Note to be converted
pursuant  to  a  Conversion  Notice,  a  certificate for the number of shares of
Common  Stock  to which each Holder is entitled upon Holder's conversion of this
Series  1  Bridge  Note,  in addition to all other available remedies which such
Holder may pursue hereunder and under the Purchase Agreement between the Company
and  the  initial Holder of this Series 1 Bridge Note (including indemnification
pursuant  to  Section 7.18 thereof), the Company shall pay additional damages to
Holder  on  each  day  after  the fifth (5th) business day following the date of
receipt  by  the  Company  or  the Transfer Agent an amount equal to 1.0% of the
product  of (A) the number of shares of Common Stock not issued to Holder and to
which  Holder  is entitled MULTIPLIED BY (B) the Closing Bid Price of the Common
Stock  on  the  business day following the date of receipt by the Company or the
Transfer  Agent of the Conversion Notice.  The foregoing notwithstanding, Holder
at  its  option  may  withdraw  a Conversion Notice, and remain a Holder of this
Series  1  Bridge  Note,  if  Holder has otherwise complied with this Section 6.

     (e)     ADJUSTMENTS  TO  CONVERSION  PRICE.  If  any  adjustment  to  the
Conversion  Price to be made pursuant to Section 7 becomes effective immediately
after  a  record  date  for an event as therein described, and conversion occurs
prior  to  such  event but after the record date, the Company may defer issuing,
delivering,  or  paying to Holder any additional shares of Common Stock or check
for  any  cash  remainder  required  by  reason  of  such  adjustment  until the
occurrence  of  such  event,  PROVIDED that the Company delivers to Holder a due
bill  or  other  appropriate instrument evidencing the Holders' right to receive
such  additional shares or check upon the occurrence of the event giving rise to
the  adjustment.


                                        5
<PAGE>
     (f)     RESERVATION OF CONVERSION SHARES.  Until such time as this Series 1
Bridge  Note  has  been  fully  redeemed,  the  Company shall reserve out of its
authorized but unissued Common Stock enough shares of Common Stock to permit the
conversion  of  the  entire Redemption Price and all accrued and unpaid interest
due on this Series 1 Bridge Note at any time.  All shares of Common Stock issued
upon  conversion  of  this  Series  1  Bridge  Note  shall  be  fully  paid  and
nonassessable.  The  Company  covenants  that  if  any  shares  of Common Stock,
required  to be reserved for purposes of conversion of this Series 1 Bridge Note
hereunder,  require  registration with or approval of any governmental authority
under  any federal or state law or listing upon any national securities exchange
before  such  shares  may  be  issued upon conversion, the Company shall in good
faith,  as  expeditiously  as possible, endeavor to cause such shares to be duly
registered,  approved  or  listed,  as  the  case  may  be.


     SECTION  7.     ADJUSTMENTS  TO  CONVERSION  PRICE.
The  Conversion  Price  shall  be  subject  to  adjustment  from time to time as
follows:

     (a)     If  the  Company  at any time subdivides (by any stock split, stock
dividend, recapitalization, or otherwise) one or more classes of its outstanding
shares  of Common Stock into a greater number of shares, the Conversion Price in
effect  immediately  prior  to such subdivision will be proportionately reduced.
If  the  Company  at  any time combines (by combination, reverse stock split, or
otherwise)  one or more classes of its outstanding shares of Common Stock into a
smaller  number  of  shares, the Conversion Price in effect immediately prior to
such  combination  will  be  proportionately  increased.

     (b)     Prior to the consummation of any Organic Change (as defined below),
the  Company will make appropriate provision (in form and substance satisfactory
to  the  Holder  to insure that Holder will thereafter have the right to acquire
and  receive  in  lieu of, or in addition to, (as the case may be) the shares of
Common  Stock  immediately  theretofore  acquirable  and  receivable  upon  the
conversion  of  this  Holder's  Series  1  Bridge  Note,  such  shares of stock,
securities,  or  assets  as  may  be  issued  or  payable with respect to, or in
exchange  for,  the  number  of  shares  of Common Stock immediately theretofore
acquirable  and  receivable upon the conversion of this Series 1 Bridge Note had
such  Organic  Change  not taken place.  In any such case, the Company will make
appropriate provision (in form and substance satisfactory to Holder with respect
to  such  Holder's  rights  and  interests to insure that the provisions of this
Section 7b) and Sections 7(c) and 7(d) below will thereafter be applicable.  The
Company will not effect any such consolidation, merger, or sale, unless prior to
the  consummation  thereof  the  successor  entity  (if  other than the Company)
resulting  from  consolidation  or  merger  or the entity purchasing such assets
assumes,  by  written  instrument (in form and substance satisfactory to Holder,
the  obligation to deliver to Holder such shares of stock, securities, or assets
as,  in accordance with the foregoing provisions, that Holder may be entitled to
acquire.  For  purposes  of  this  Agreement,  "ORGANIC  CHANGE"  means  any
recapitalization,  reorganization,  reclassification,  consolidation, merger, or
sale  of  all or substantially all of the Company's assets to another Person (as
defined  below),  or  other  similar transaction which is effected in such a way
that  holders  of  Common Stock are entitled to receive (either directly or upon
subsequent  liquidation)  stock,  securities,  or  assets  with respect to or in
exchange for Common Stock; and "PERSON" means an individual, a limited liability
company,  a  partnership,  a  joint  venture,  a  corporation,  a  trust,  an
unincorporated  organization,  and  a  government  or  any  department or agency
thereof.


                                        6
<PAGE>
     SECTION  8.     NOTICES.
The  Company  shall  give  the  following  notices  at  the  times  specified:

     (a)     Immediately  upon  any  adjustment  of  the  Conversion  Price, the
Company  will give written notice thereof to Holder, setting forth in reasonable
detail  and  certifying  the  calculation  of  such  adjustment.

     (b)     The  Company  will  give  written notice to Holder, at least twenty
(20)  days  prior  to  the date on which the Company closes its books or takes a
record  (i)  with respect to any dividend or distribution upon the Common Stock,
(ii)  with respect to any pro rata subscription offer to Holder of Common Stock,
or  (iii)  for  determining  rights  to vote with respect to any Organic Change,
dissolution,  or  liquidation.

     (c)     The Company will also give written notice to Holder at least twenty
(20)  days  prior to the date on which any Organic Change, Major Transaction (as
defined  below),  dissolution,  or  liquidation  will  take  place.

     SECTION  9.     SUCCESSORS  TO  THE  COMPANY.
     The  Company  shall  not  consolidate or merge with or into, or sell all or
substantially  all  of  its  assets  to,  any Person unless: (i) the Person is a
corporation;  (ii)  such  Person  executes,  and  mails  to Holder a copy of, an
instrument  by  which  such  Person or an affiliate assumes the due and punctual
payment  of  the  principal of and interest on this Series 1 Bridge Note and the
performance  and  observance  of  all  the obligations of the Company under this
Series1  Bridge  Note;  and  (iii)  immediately  after  giving  effect  to  the
transaction, no Event of Default or event which after notice or lapse of time or
both would become an Event of Default shall have occurred.  Upon compliance with
this  Section  9,  Successor Corporation shall succeed to and be substituted for
the  Company  under  this  Series  1  Bridge Note with the same effect as if the
Successor  Corporation  had  been  named as the Company herein.  Nothing in this
Series  1  Bridge  Note  shall  prevent any consolidation or merger in which the
Company  is  the  surviving  corporation,  or  any acquisition by the Company by
purchase  or otherwise of all or any part of the assets of any other Person, and
no such consolidation, merger, or acquisition shall require compliance with this
Section  9.

     SECTION  10.     EVENTS  OF  DEFAULT  AND  REMEDIES.

     (a)     As  used  herein,  an  "EVENT  OF  DEFAULT"  occurs  if:

     (i)     the  Company  defaults  in the payment of principal and/or interest
when the same becomes due and payable, and such failure is not cured within five
(5)  days  after  the  Company receives written demand from Holder to remedy the
same;.

     (ii)     the  Company fails to comply with any other provision contained in
this  Series  1  Bridge Note, the Purchase Agreement, the Warrant, the Repricing
Warrant,  or  the  Registration  Rights Agreement, and such failure is not cured
within  ten  (10)  days after the Company receives written demand from Holder to
remedy  the  same;

     (iii)     the  Company  defaults in any payment of principal of or interest
on  any  Debt (excluding trade payables) in excess of $100,000 beyond any period
of  grace  provided  with  respect  thereto and the effect of such failure is to
cause the holder of such Debt to accelerate the Debt such that such Debt becomes
due  prior  to  its  stated  maturity;

     (iv)     any  representation or warranty made in writing by or on behalf of
(i)  the  Company  in  the  Purchase  Agreement  or  in any writing furnished in
connection  with or pursuant to the Purchase Agreement or in connection with the
transactions  contemplated  by  this  Agreement,  or  (ii)  the  Company  in the
Registration  Rights  Agreement,  or  (iii) the Company in the Escrow Agreement,
shall  be  false  in  any  material  respect  on  the  date  as  of  which made;


                                        7
<PAGE>
     (v)     the  Company makes an assignment for the benefit of creditors or is
generally  not  paying  its  debts  as  such  debts  become  due;

     (vi)     any  order  or  decree  for  relief  in  respect of the Company is
entered  under  any  bankruptcy,  reorganization,  compromise,  arrangement,
insolvency,  readjustment  of  debt, dissolution, or liquidation or similar law,
whether  now or hereafter in effect (herein called the "BANKRUPTCY LAW"), of any
jurisdiction;

     (vii)     the Company petitions or applies to any tribunal for, or consents
to, the appointment of, or taking possession by, a trustee, receiver, custodian,
liquidation,  or  similar official of the Company, or of any substantial part of
the  assets  of  the Company, or commences a voluntary case under the Bankruptcy
Law  of  the  United States or any proceedings relating to the Company under the
Bankruptcy  Law  of  any  other  jurisdiction;

     (viii)     any petition or application described in Section 10(a)(vi) above
is  filed,  or  any  such proceedings are commenced, against the Company and the
Company  by  any  act  indicates  its  approval  thereof,  consent  thereto  or
acquiescence  therein, or an order, judgment or decree is entered appointing any
such trustee, receiver, custodian, liquidator, or similar official, or approving
the  petition  in  any  such  proceedings,  and  such order, judgment, or decree
remains  unstayed  and  in  effect  for  more  than  sixty  (60)  days;

     (ix)     any  order,  judgment,  or  decree  is  entered in any proceedings
against  the  Company  decreeing  the dissolution of the Company and such order,
judgment,  or  decree  remains  unstayed  and in effect for more than sixty (60)
days;  or

     (x)     a  final  judgment (not fully covered by insurance) in an amount in
excess of $100,000 is rendered against the Company and, within ten (10) business
days  after  entry thereof, such judgment is not discharged or execution thereof
stayed  pending appeal, or within ten (10) days after the expiration of any such
stay,  such  judgment  is  not  discharged;  or

     (xi)     the  Company fails to obtain shareholder approval for its proposed
increase  in  authorized capital stock from 50,000,000 shares of Common Stock to
93,000,000  shares  of  Common  Stock  at  its shareholder meeting scheduled for
August  27,  1999.

     (b)     Upon  the occurrence of an Event of Default described in subsection
(vi),  (vii),  or (viii) of Section 10(a), the principal of and accrued interest
on  this  Series  1  Bridge  Note shall automatically become immediately due and
payable, without presentment, demand, protest or other requirements of any kind,
all  of which are hereby expressly waived by the Company.  If any other Event of
Default  exists, Holder may, in addition to the exercise of any right, power, or
remedy  permitted to Holder by law, declare (by written notice or notices to the
Company)  the  entire  principal  of  and  all interest accrued on this Series 1
Bridge Note to be due and payable, and this Series 1 Bridge Note shall thereupon
become  immediately  due  and  payable, without presentment, demand, protest, or
other  notice  of  any  kind,  all  of  which are hereby expressly waived by the
Company.  Upon  such  declaration, the Company will immediately pay to Holder of
this  Series  1  Bridge  Note  the then outstanding principal of and accrued and
unpaid interest on the Series 1 Bridge Notes.  If at any time after acceleration
of  the maturity of the Series 1 Bridge Notes, the Company shall pay all arrears
of interest and all payments on account of principal which shall have become due
other  than  by  acceleration  (with  interest  on  principal and, to the extent
permitted  by  law,  on  overdue interest, at the rate specified in the Series 1
Bridge  Notes)  and all Events of Default (other than nonpayment of principal of
or  interest  on  this  Series 1 Bridge Note due and payable solely by virtue of
acceleration)  shall  be  remedied  or waived by Holder by written notice to the
Company  may  rescind  and annul the acceleration and its consequences, but such
action  shall  not  affect  any  subsequent Event of Default or impair any right
consequent  thereon.


                                        8
<PAGE>
     (c)     A  delay  or omission by the Holder of this Series 1 Bridge Note in
exercising any right or remedy arising upon an Event of Default shall not impair
such  right  or remedy or constitute a waiver of or an acquiescence in the Event
of  Default.

     (d)     If  any  Event of Default shall occur and be continuing, the Holder
of  this  Series  1  Bridge Note may proceed to protect and enforce their rights
under  this  Agreement and this Series 1 Bridge Note by exercising such remedies
as are available to such Holder either by suit in equity or by action at law, or
both,  whether  for  specific  performance  of  any  covenant or other agreement
contained  in  this  Agreement or in aid of the exercise of any power granted in
this  Agreement.  No  remedy conferred in this Agreement upon Holder is intended
to  be  exclusive  of  any other remedy, and each and every such remedy shall be
cumulative  and  shall  be in addition to every other remedy conferred herein or
now  or  hereafter  existing  at  law  or  in equity or by statute or otherwise.

     SECTION  11.     EXCHANGE,  TRANSFER,  REPLACEMENT  OR  CANCELLATION.

     (a)     This  Series  1 Bridge Note may be exchanged for an equal principal
amount  of  Series 1 Bridge Notes in denominations of US$25,000.00 or in greater
multiples  of  US$5,000.00  upon  written  request to the Company accompanied by
surrender  of this Series 1 Bridge Note to the Company or to an agent designated
for  that purpose.  Any Series 1 Bridge Notes issued in exchange for this Series
1  Bridge  Note shall be one of this Series 1 Bridge Note referred to in Section
1,  and  shall  be  entitled  to  all  the  rights  thereof.

     (b)     The  Series  1 Bridge Notes may not be transferred  except upon the
conditions  specified  in  this  Section 11(b), which conditions are intended to
insure  compliance with the provisions of the Securities Act of 1933, as amended
(the  "SECURITIES ACT").  Prior to any proposed transfer of this Series 1 Bridge
Note  the Holder hereof shall give written notice to the Company of the proposed
disposition  and  shall  furnish to the Company a statement of the circumstances
surrounding  the  proposed  disposition  and  an  opinion  of counsel reasonably
satisfactory  to  the  Company  to the effect that (i) such disposition will not
require  registration  of  such  securities  under  the  Securities  Act  or
qualification  of such securities under the blue sky or state securities laws of
any  state  in  which  such qualification would be required, or (ii) appropriate
action  necessary  for  compliance  with  the  Securities Act or the blue sky or
securities laws of such states has been taken. The Holder hereof shall cause any
proposed transferee of such securities to agree to take and hold such securities
subject  to the provisions and upon the conditions specified in this Section 11.
The  Company or any co-registrar appointed by the Company may require the Holder
to  furnish  appropriate  endorsements  and/or  transfer  documents,  including
information  regarding  any  proposed  transferee's  name,  address  and  social
security  or  taxpayer  identification  number, and to pay any issue or transfer
taxes or fees as may be required by law.  The registered Holder of this Series 1
Bridge  Note  may  be  treated  as  its  owner  for  all  purposes.

(c)     If  Holder claims this Series 1 Bridge Note has been lost, destroyed, or
wrongfully  taken,  the  Company  shall issue a replacement Series 1 Bridge Note
upon  (i)  receipt  of  any  indemnity  bond or other assurance requested by the
Company  to  protect  it  from  any  loss  which it may suffer by reason of such
replacement  or subsequent presentment of the original Series 1 Bridge Note, and
(ii) payment of any expenses reasonably incurred by the Company in replacing the
Series  1  Bridge  Note.


                                        9
<PAGE>
     SECTION  12.     AMENDMENTS  AND  WAIVERS.
     This  Series  1  Bridge  Note  may, with the consent of the Company and the
Holder  be  amended  or  any  provision  thereof  waived.

     SECTION  13.     NOTICE.
     Any  notice or communication hereunder shall be in writing and delivered by
first-class  mail, return receipt requested, to each Holder at its address shown
in the register kept by the Company or any co-registrar appointed by the Company
and  to  the  Company  at the address of its office to be maintained pursuant to
Section  2.  Failure to mail, or any defect in, a notice or communication to any
other  Holder of this Series 1 Bridge Note shall not affect its sufficiency with
respect  to the other Holders.  If a notice or communication is mailed to Holder
in the manner provided above within the time prescribed, it shall be deemed duly
given  and  effective on the tenth (10th) business day after it was deposited in
the  mail,  whether  or  not  Holder  actually  receives  it.

     SECTION  14.     NO  RECOURSE  AGAINST  OTHERS.
     A  director,  officer,  employee,  or  shareholder, as such, of the Company
shall  not  have  any  liability  for  any obligations of the Company under this
Series  1  Bridge  Note or for any claim based on, in respect of or by reason of
such  obligations or their creation.  The Holder of this Series 1 Bridge Note by
accepting  this  Series 1 Bridge Note waives and releases all such liability and
such  waiver  and  release  are  part  of the consideration for the issue of the
Series  1  Bridge  Note.

     SECTION  15.     GOVERNING  LAW.
     The  Series 1 Bridge Notes shall be governed by and construed in accordance
with  the  laws  of  the  State  of  Georgia,  irrespective of the choice of law
provisions  thereof.  The parties agree that any appropriate state court located
in  Fulton  County,  Georgia,  or any Federal Court located in Atlanta, Georgia,
including  without  limitation  to  the  United  States  District  Court for the
Northern  District  of Georgia, shall have exclusive jurisdiction of any case or
controversy  arising  under  or in connection with this Agreement and shall be a
proper  forum  in  which  to  adjudicate  such case or controversy.  The parties
consent  to  the  jurisdiction  of  such  courts.

     IN  WITNESS WHEREOF, the parties have caused this Series 1 Bridge Financing
Note  to  be  duly  executed  under seal as of day and year first above written.


                       [Signatures on the following page]


                                       10
<PAGE>
                             COMPANY SIGNATURE PAGE
                                       TO
                         SERIES 1 BRIDGE FINANCING NOTE


                                       THE  TRACKER  CORPORATION  OF
                                       AMERICA

                                       By:
                                          --------------------------------------
                                          Jay  S.  Stulberg,  President
ATTEST:
By:
   ---------------------
   Assistant  Secretary
                                                   [CORPORATE  SEAL]


                                       11
<PAGE>
NEITHER  THIS  WARRANT  NOR  THE  SHARES  OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE  SECURITIES  LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
THE  COMPANY  SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY  TO  THE  EFFECT  THAT  REGISTRATION  UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED  IN  CONNECTION WITH SUCH
PROPOSED  TRANSFER.

                       THE TRACKER CORPORATION OF AMERICA
                           ATTACHED REPRICING WARRANT

Warrant  No.  RPW-____                                            __,000  shares
                         Original Issue Date:____________, 1999

     THIS  CERTIFIES  THAT,  FOR  VALUE  RECEIVED, _______________ {Purchaser of
Bridge  Notes}  or  its  assigns  (the "HOLDER") is entitled to purchase, on the
terms  and  conditions  hereinafter  set forth, at any time or from time to time
during the Exercise Period, but not thereafter, a number of shares of the Common
Stock,  par  value  $.001  (the  "COMMON  STOCK"), of THE TRACKER CORPORATION OF
AMERICA, a  Delaware  corporation  (the  "COMPANY"),  determined  in  accordance
with  Section  2  hereof,  at a price of $.001 per share (the "EXERCISE PRICE").
Each  share of Common Stock as to which this Repricing Warrant is exercisable is
a  "REPRICING  SHARE"  and  all  such shares are collectively referred to as the
"REPRICING SHARES."   This Repricing Warrant shall remain attached to the Series
1 Bridge Financing Note issued to Holder on the Original Issue Date (the "BRIDGE
NOTE"),  until  conversion  of  the  Bridge  Note,  at  which  time  it  shall
automatically  detach.

SECTION  1.     DEFINITIONS.

     The following capitalized terms are not defined elsewhere in this Repricing
Warrant,  and  are  used  herein  with  the  meanings  thereafter  ascribed:

     "AVERAGE MARKET PRICE" means, the arithmetic mean of the Closing Bid Prices
of  the  Common  Stock  for  each  trading  day in a five (5) trading day period
immediately  preceding  the  Conversion  Date.

     "CLOSING  BID  PRICE" means, the last closing bid price of the Common Stock
on  the  NASDAQ  National  Market  (the  "NASDAQ-NM")  as  reported by Bloomberg
Financial  Markets  ("BLOOMBERG"),  or,  if  the  NASDAQ-NM is not the principal
trading  market  for  the Common Stock, the last closing bid price of the Common
Stock  on  the  principal securities exchange or trading market where the Common
Stock  is  listed or traded as reported by Bloomberg, or if the foregoing do not
apply,  the  last  closing bid price of the Common Stock in the over-the-counter
market  on the pink sheets or bulletin board for the Common Stock as reported by
Bloomberg,  or,  if  no  closing  bid  price is reported for the Common Stock by
Bloomberg,  the  last  closing  trade  price  of the Common Stock as reported by
Bloomberg.  If  the  Closing Bid Price cannot be calculated for the Common Stock
on  such date on any of the foregoing bases, the Closing Bid Price of the Common
Stock  on  such  date shall be the fair market value as reasonably determined in
good  faith  by  the  Board  of  Directors  of the Company (all as appropriately
adjusted  for  any  stock  dividend,  stock  split, or other similar transaction
during  such  period);

     "CONVERSION  DATE"  means  the  date  Holder  converts  the  Bridge  Note.

     "CONVERSION  PRICE"  means $________ {125% OF THE CONVERSION PRICE OF  THE
BRIDGE NOTE}.


                                        1
<PAGE>
     "CONVERSION  SHARES" means the number of shares of Common Stock issued upon
conversion  of  the  Bridge  Note.

     "EXERCISE  PERIOD"  means  a  ninety  (90)  period  which  commences on the
Repricing  Date  and  ends  at  5:00 p.m. (Eastern Time) on the Expiration Date.

     "EXPIRATION  DATE" means the ninetieth (90th) day after the Repricing Date.

     "REPRICING  DATE"  means  the  twenty-first  (21st)  Trading  Day after the
Conversion  Date.

SECTION  2.     DETERMINATION  OF  NUMBER  OF  REPRICING  SHARES.

     The  number  of  Repricing  Shares issuable upon exercise of this Repricing
Warrant  shall  be  determined  on  the Repricing Date.  The number of Repricing
Shares  shall  be  equal  to:  the  number  of Conversion Shares MULTIPLIED BY a
fraction,  (a)  the numerator of which is the Conversion Price MINUS the Average
Market  Price  and (b) the denominator of which is the Average Market Price.  In
the case of a dispute as to the determination of the Average Market Price or the
arithmetic  calculation  of the Exercise Price, the Company shall promptly issue
to  such Holder(s) the number of shares of Common Stock that is not disputed and
shall  submit  the  disputed  determinations  or  arithmetic calculations to the
holder  via facsimile within three (3) business days of receipt of such holder's
Conversion  Notice.  If  such Holder(s) and the Company are unable to agree upon
the  determination  of the Average Market Price or arithmetic calculation of the
Exercise  Price  within  two (2) business days of such disputed determination or
arithmetic  calculation  being  submitted  to the holder, then the Company shall
within  one (1) business day submit via facsimile (A) the disputed determination
of  the Average Market Price to an independent, reputable investment bank or (B)
the  disputed  arithmetic  calculation of the Exercise Price to its independent,
outside  accountant.  The  Company  shall  cause  the  investment  bank  or  the
accountant,  as  the  case may be, to perform the determinations or calculations
and notify the Company and such Holders of the results no later than forty-eight
(48)  hours  from  the  time  it  receives  the  disputed  determinations  or
calculations.  Such  investment  bank's  or  accountant's  determination  or
calculation,  as  the  case  may  be,  shall  be binding upon all parties absent
manifest  error.

SECTION 3.     EXERCISE OF WARRANT; CONVERSION OF WARRANT; ELECTION TO PAY CASH.

     (a)     This  Warrant  may,  at  the  option of the Holder, be exercised in
whole  or  in part from time to time by delivery to the Company at its office at
180  Dundas Street West, 26th Floor, Toronto, Ontario, Canada M5G 1Z8 Attention:
President,  or  to  any  transfer  agent for the Common Stock, on or before 5:00
p.m.,  Eastern  Time,  on  the  Expiration  Date,  (i)  a written notice of such
registered  Holder's  election to exercise this Warrant (the "EXERCISE NOTICE"),
which  notice  may  be  in  the  form of the Notice of Exercise attached hereto,
properly  executed  and  completed  by  the  registered  Holder or an authorized
officer  thereof,  (ii)  a  check payable to the order of the Corporation, in an
amount  equal  to  the product of the Exercise Price MULTIPLIED BY the number of
Repricing  Shares  specified in the Exercise Notice, AND (iii) this Warrant (the
items  specified  in  (i),  (ii),  and  (iii)  are  collectively  the  "EXERCISE
MATERIALS").

     (b)     This  Warrant  may,  at the option of the Holder, be converted into
Common  Stock in whole but not in part, if and only if the Value of one share of
Common  Stock  on  the  Effective  Date  (as  defined in Section 1(c) hereof) is
greater  than  the  Exercise  Price,  by  delivery to the Company at the address
designated  in Section 1(a) above or to any transfer agent for the Common Stock,
on or before 5:00 p.m. Eastern Time on the Expiration Date, (i) a written notice
of Holder's election to convert this Warrant (the "CONVERSION NOTICE"), properly
executed  and  completed  by  the  registered  Holder  or  an authorized officer
thereof,  AND  (ii)  this  Warrant  (the  items  specified  in  (i) and (ii) are
collectively  the "CONVERSION MATERIALS").  The number of shares of Common Stock
issuable  upon  conversion  of  this Warrant is equal to the quotient of (x) the
product  of  the  number of Repricing Shares then issuable upon exercise of this
Warrant (assuming an exercise for cash) MULTIPLIED BY the difference between (A)
the  Average Market Price MINUS (B) the then effective Exercise Price DIVIDED BY
(y)  the  Average  Market Price.  Any fraction resulting from the calculation of
the  number  of Repricing Shares then issuable in a conversion of this Repricing
Warrant  shall  be  truncated;


                                        2
<PAGE>
     (c)     Upon  timely  receipt  of  the  Exercise  Materials  or  Conversion
Materials  (whichever  is  applicable),  the  Company  shall,  as  promptly  as
practicable, and in any event within five (5) business days after its receipt of
the  Exercise Materials or Conversion Materials, execute or cause to be executed
and delivered to Holder a certificate or certificates representing the number of
Repricing  Shares  specified  in  the  Exercise  Notice or if Holder delivered a
Conversion Notice, the number of shares of Common Stock issuable upon conversion
of  this  Warrant  (whichever  is applicable), together with cash in lieu of any
fraction  of  a  share,  and, (x) if the Warrant is exercised in full, a copy of
this Warrant marked "Exercised," or (y) if the Warrant is partially exercised, a
copy of this Warrant marked "Partially Exercised" together with a new Warrant on
the  same  terms  for the unexercised balance of the Repricing Shares, or (z) if
the  Warrant is converted, a copy of this Warrant marked "Converted."  The stock
certificate  or  certificates  shall be registered in the name of the registered
Holder of this Warrant or such other name or names as shall be designated in the
Exercise  Notice  or  Conversion Notice.  The date on which the Warrant shall be
deemed  to have been exercised or converted (the "EFFECTIVE DATE"), and the date
the person in whose name any certificate evidencing the Common Stock issued upon
the  exercise  or conversion hereof is issued shall be deemed to have become the
holder  of record of such shares, shall be the date the Corporation receives the
Exercise Materials or Conversion Materials, irrespective of the date of delivery
of  a  certificate  or  certificates evidencing the Common Stock issued upon the
exercise  or  conversion  hereof, except that, if the date on which the Exercise
Materials or Conversion Materials are received by the Company is a date on which
the  stock transfer books of the Company are closed, the Effective Date shall be
the  date  the  Company receives the Exercise Materials or Conversion Materials,
and the date such person shall be deemed to have become the holder of the Common
Stock issued upon the exercise or conversion hereof shall be the next succeeding
date  on  which  the stock transfer books are open.   All shares of Common Stock
issued  upon  the exercise or conversion of this Warrant will, upon issuance, be
fully  paid  and  nonassessable and free from all taxes, liens, and charges with
respect  thereto.

     (d)     If  the  Company  shall  fail  to  issue  to Holder within five (5)
business days following the date of receipt by the Company or the Transfer Agent
of  the  Exercise  Materials  or the Conversion Materials, a certificate for the
number  of  shares  of  Common  Stock to which such holder is entitled upon such
holder's  exercise  or  conversion  of  this  Warrant,  in addition to all other
available remedies which such holder may pursue hereunder and under this Warrant
and the Series 1 Bridge Note Purchase and Security Agreement between the Company
and  the  initial  holder  of  the Warrant (the "SECURITIES PURCHASE AGREEMENT")
including  indemnification  pursuant  to Section 7.18 thereof, the Company shall
pay  additional  damages to such holder on each day after the Effective Date, an
amount  equal  to  1.0% of the product of (A) the number of Repricing Shares not
issued  to  Holder and to which Holder is entitled MULTIPLIED BY (B) the Closing
Bid  Price  of  the  Common  Stock  on the Effective Date. Such damages shall be
computed  daily  and  are  due  and  payable  daily.


                                        3
<PAGE>
     (e)     The Company may, in lieu of issuing the Repricing Shares pay Holder
an amount equal to the number of Repricing Shares issuable on the Effective Date
MULTIPLIED  BY  the Average Market Price (the "PAYMENT AMOUNT").  In such event,
the  Company  shall  be obligated to deliver the Payment Amount to Holder within
five  (5) business days following the Effective Date.  If the Company shall fail
to  deliver the Payment Amount within five (5) business days after the Effective
Date, in addition to all other available remedies which Holder may pursue at law
or  equity, including indemnification pursuant to Section 7.18 of the Securities
Purchase  Agreement,  the Company shall pay additional damages to Holder on each
day  after the Effective Date, until the Payment Amount has been paid, an amount
equal  to  1.0% of the Payment Amount.  Such damages shall be computed daily and
are  due  and  payable  daily.

SECTION  4.     ADJUSTMENTS  TO  REPRICING  SHARES.

     The  number  of Repricing Shares issuable upon the exercise hereof shall be
subject  to  adjustment  as  follows:

     (a)     In  the  event  the  Company  is  a party to a consolidation, share
exchange,  or  merger,  or the sale of all or substantially all of the assets of
the  Company  to,  any  person, or in the case of any consolidation or merger of
another  corporation  into  the  Company  in  which the Company is the surviving
corporation, and in which there is a reclassification or change of the shares of
Common  Stock of the Company, this Warrant shall after such consolidation, share
exchange,  merger,  or sale be exercisable for the kind and number of securities
or amount and kind of property of the Company or the corporation or other entity
resulting  from  such share exchange, merger, or consolidation, or to which such
sale  shall  be  made,  as the case may be (the "SUCCESSOR COMPANY"), to which a
holder  of  the  number  of shares of Common Stock deliverable upon the exercise
(immediately prior to the time of such consolidation, share exchange, merger, or
sale)  of  this  Warrant would have been entitled upon such consolidation, share
exchange, merger, or sale; and in any such case appropriate adjustments shall be
made  in  the application of the provisions set forth herein with respect to the
rights  and  interests  of  the registered Holder of this Warrant, such that the
provisions set forth herein shall thereafter correspondingly be made applicable,
as nearly as may reasonably be, in relation to the number and kind of securities
or  the  type and amount of property thereafter deliverable upon the exercise of
this  Warrant.  The  above  provisions  shall  similarly  apply  to  successive
consolidations, share exchanges, mergers, and sales.  Any adjustment required by
this  Section  2 (a) because of a consolidation, share exchange, merger, or sale
shall  be set forth in an undertaking delivered to the registered Holder of this
Warrant  and executed by the Successor Company which provides that the Holder of
this  Warrant  shall  have  the  right to exercise this Warrant for the kind and
number  of securities or amount and kind of property of the Successor Company or
to  which  the  holder  of  a  number of shares of Common Stock deliverable upon
exercise  (immediately  prior to the time of such consolidation, share exchange,
merger,  or  sale)  of  this  Warrant  would  have  been  entitled  upon  such
consolidation,  share  exchange,  merger,  or sale.  Such undertaking shall also
provide  for  future  adjustments  to  the  number  of  Repricing Shares and the
Exercise  Price in accordance with the provisions set forth in Section 2 hereof.

     (b)     In  the  event the Company should at any time, or from time to time
after the Original Issue Date, fix a record date for the effectuation of a stock
split  or  subdivision  of  the  outstanding  shares  of  Common  Stock  or  the
determination of holders of Common Stock entitled to receive a dividend or other
distribution  payable  in  additional  shares  of Common Stock, or securities or
rights  convertible into, or entitling the holder thereof to receive directly or
indirectly,  additional  shares  of  Common  Stock  (hereinafter  referred to as
"COMMON  STOCK EQUIVALENTS") without payment of any consideration by such holder
for  the  additional  shares  of  Common  Stock  or the Common Stock Equivalents
(including  the  additional  shares  of  Common  Stock issuable upon exercise or
exercise  thereof),  then, as of such record date (or the date of such dividend,
distribution,  split,  or subdivision if no record date is fixed), the number of
Repricing  Shares  issuable  upon  the  exercise hereof shall be proportionately
increased  and  the  Exercise Price shall be appropriately decreased by the same
proportion as the increase in the number of outstanding Common Stock Equivalents
of the Company resulting from the dividend, distribution, split, or subdivision.
Notwithstanding  the preceding sentence, no adjustment shall be made to decrease
the  Exercise  Price  below  $.001  per  Share.


                                        4
<PAGE>
     (c)     In  the  event  the Company should at any time or from time to time
after  the  Original  Issue  Date,  fix  a record date for the effectuation of a
reverse  stock  split, or a transaction having a similar effect on the number of
outstanding  shares of Common Stock of the Company, then, as of such record date
(or  the  date  of  such reverse stock split or similar transaction if no record
date is fixed), the number of Repricing Shares issuable upon the exercise hereof
shall be proportionately decreased and the Exercise Price shall be appropriately
increased  by  the  same proportion as the decrease of the number of outstanding
Common  Stock  Equivalents  resulting  from  the  reverse stock split or similar
transaction.

     (d)     In  the  event  the Company should at any time or from time to time
after  the  Original Issue Date, fix a record date for a reclassification of its
Common  Stock, then, as of such record date (or the date of the reclassification
if  no  record  date  is set), this Warrant shall thereafter be convertible into
such  number and kind of securities as would have been issuable as the result of
such reclassification to a holder of a number of shares of Common Stock equal to
the  number  of  Repricing  Shares  issuable  upon  exercise  of  this  Warrant
immediately  prior  to  such  reclassification,  and the Exercise Price shall be
unchanged.

     (e)     The  Company  will  not,  by  amendment  of  its  Certificate  of
Incorporation  or  through  reorganization,  consolidation, merger, dissolution,
issue, or sale of securities, sale of assets or any other voluntary action, void
or  seek  to  avoid  the  observance  or  performance of any of the terms of the
Warrant,  but  will at all times in good faith assist in the carrying out of all
such  terms  and  in  the  taking  of  all  such  actions as may be necessary or
appropriate  in  order  to  protect the rights of the Holder against dilution or
other impairment.  Without limiting the generality of the foregoing, the Company
(x)  will  not  create  a  par  value  of any share of stock receivable upon the
exercise  of  the  Warrant above the amount payable therefor upon such exercise,
and  (y)  will  take all such action as may be necessary or appropriate in order
that  the  Company  may  validly and legally issue fully paid and non-assessable
shares  upon  the  exercise  of  the  Warrant.

     (f)     When any adjustment is required to be made in the number or kind of
shares  purchasable  upon exercise of the Warrant, or in the Exercise Price, the
Company  shall  promptly  notify  the  Holder of such event and of the number of
shares  of  Common  Stock or other securities or property thereafter purchasable
upon  exercise  of  the  Warrants  and  of the Exercise Price, together with the
computation  resulting  in  such  adjustment.

     (g)     The  Company  covenants  and agrees that all Repricing Shares which
may  be  issued  will,  upon  issuance,  be  validly  issued,  fully  paid,  and
non-assessable.  The  Company further covenants and agrees that the Company will
at  all  times  have  authorized  and  reserved,  free from preemptive rights, a
sufficient  number  of shares of its Common Stock to provide for the exercise of
the  Warrant  in  full.


                                        5
<PAGE>
SECTION  5.     NO  STOCKHOLDER  RIGHTS.

     This  Warrant  shall  not entitle the Holder hereof to any voting rights or
other  rights  as  a  stockholder  of  the  Company.

SECTION  6.     TRANSFER  OF  SECURITIES.

     (a)     This  Warrant  and  the  Repricing Shares and any shares of capital
stock  received  in respect thereof, whether by reason of a stock split or share
reclassification  thereof,  a stock dividend thereon, or otherwise, shall not be
transferable except upon compliance with the provisions of the Securities Act of
1933,  as  amended  (the  "SECURITIES ACT") and applicable state securities laws
with respect to the transfer of such securities.  The Holder of this Warrant, by
acceptance  of  this  Warrant, agrees to be bound by the provisions of Section 4
hereof  and  to  indemnify  and  hold  harmless  the Company against any loss or
liability  arising  from the disposition of this Warrant or the Repricing Shares
issuable  upon exercise hereof or any interest in either thereof in violation of
the  provisions  of  this  Warrant.

     (b)     Each certificate for the Repricing Shares and any shares of capital
stock  received  in respect thereof, whether by reason of a stock split or share
reclassification  thereof,  a  stock  dividend  thereon  or  otherwise, and each
certificate for any such securities issued to subsequent transferees of any such
certificate  shall  (unless  otherwise  permitted  by  the provisions hereof) be
stamped  or  otherwise  imprinted  with  a legend in substantially the following
form:

Legend  for  Repricing  Shares  or  other  shares  of  capital  stock:

NEITHER  THIS  WARRANT  NOR  THE  SHARES  OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE  SECURITIES  LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
THE  COMPANY  SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY  TO  THE  EFFECT  THAT  REGISTRATION  UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED  IN  CONNECTION WITH SUCH
PROPOSED  TRANSFER.

SECTION  7.     MISCELLANEOUS.

     (a)     The  terms of this Warrant shall be binding upon and shall inure to
the  benefit  of  any  successors or assigns of the Company and of the holder or
holders  hereof  and  of  the  Common Stock issued or issuable upon the exercise
hereof.

     (b)     Except  as  otherwise  provided herein, this Warrant and all rights
hereunder  are transferable by the registered holder hereof in person or by duly
authorized  attorney on the books of the Company upon surrender of this Warrant,
properly  endorsed,  to  the  Company.  The  Company  may  deem  and  treat  the
registered  holder  of this Warrant at any time as the absolute owner hereof for
all  purposes  and  shall  not  be  affected  by  any  notice  to  the contrary.

     (c)     Notwithstanding any provision herein to the contrary, Holder hereof
may  not  exercise,  sell, transfer, or otherwise assign this Warrant unless the
Company  is  provided  with  an  opinion  of  counsel  satisfactory  in form and
substance  to  the Company, to the effect that such exercise, sale, transfer, or
assignment  would  not violate the Securities Act or applicable state securities
laws.

     (d)     This  Warrant  may  be  divided into separate Warrants covering one
share  of  Common  Stock  or any whole multiple thereof, for the total number of
shares of Common Stock then subject to this Warrant at any time, or from time to
time,  upon  the  request  of  the  registered  holder  of  this Warrant and the
surrender of the same to the Company for such purpose.  Such subdivided Warrants
shall  be issued promptly by the Company following any such request and shall be
of  the  same form and tenor as this Warrant, except for any requested change in
the  name  of  the  registered  holder  stated  herein.


                                        6
<PAGE>
     (e)     All  notices,  requests, demands, and other communications required
or  permitted  under this Warrant and the transactions contemplated herein shall
be  in  writing  and shall be deemed to have been duly given, made, and received
when  personally  delivered  the  day after deposited with a recognized national
overnight  delivery  service  prior  to its dead-line for receiving packages for
next  day  delivery  or  upon the fifth day after deposited in the United States
registered  or certified mail with postage prepaid, return receipt requested, in
each  case  addressed  as  set  forth  below:

     If  to  the  Company:

                                   The  Tracker  Corporation  of  America
                                   180  Dundas  Street  West,  26th  Floor
                                   Toronto,  Ontario
                                   Canada  M5G  1Z8
                                   Attn:  [Name]
                                   Facsimile:  (416)

     If  to  the  Holder  hereof, to the address of such Holder appearing on the
books  of  the  Company.

     (f)     This  Agreement  shall  be  governed by and construed in accordance
with  the  laws  of  the  State  of _________, irrespective of the choice of law
provisions  thereof.  The parties agree that any appropriate state court located
in  New  Castle  County,  Delaware,  or any federal Court located in Wilmington,
Delaware,  including  without  limitation to the United States District Court of
Delaware,  shall  have exclusive jurisdiction of any case or controversy arising
under  or in connection with this Agreement and shall be a proper forum in which
to  adjudicate such case or controversy. The parties consent to the jurisdiction
of  such  courts.

                       [Signatures on the following page]


                                        7
<PAGE>
                                 SIGNATURE PAGE
                                       TO
                           ATTACHED REPRICING WARRANT

     IN  WITNESS WHEREOF, the Company, has caused this Warrant to be executed in
its  name  by its duly authorized officers under seal, and to be dated as of the
date  first  above  written.

                                            THE  TRACKER  CORPORATION  OF
                                            AMERICA

                                            By:
                                               ---------------------------------
                                               Name,  Title
ATTEST:
_________________________________                       [CORPORATE  SEAL]
Secretary/Assistant  Secretary


                                        8
<PAGE>
                                   ASSIGNMENT

     (To  be  Executed  by  the  Registered  Holder  to effect a Transfer of the
foregoing  Warrant)

     FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers
unto ___________________________________________________________________________
the  foregoing  Warrant and the rights represented thereto to purchase shares of
Common  Stock  of  The  Tracker  Corporation  of  America  in  accordance  with
terms and conditions thereof, and does hereby irrevocably constitute and appoint
________________  Attorney  to  transfer  the  said  Warrant on the books of the
Company,  with  full  power  of  substitution.

     Holder:
______________________________________

______________________________________

     Address

     Dated:  __________________,  19__

     In  the  presence  of:

______________________________________


<PAGE>
                    FORM OF NOTICE OF EXERCISE OR CONVERSION

     [To  be  signed  only  upon  exercise  of  Warrant]

To:     THE  TRACKER  CORPORATION  OF  AMERICA

     The  undersigned  registered  Holder  of  the  attached  Warrant  hereby
irrevocably  elects  to  exercise  the  Warrant for, and to purchase thereunder,
________  shares  of  Common  Stock  of  The  Tracker  Corporation  of  America,
issuable  upon  exercise  of  said  Warrant  and hereby surrenders said Warrant.

                                   CHOOSE ONE:

     The Holder herewith delivers to  The  Tracker  Corporation  of  America,  a
check  in the amount of $______ representing the Exercise Price for such shares.

                                       OR

     The  Holder  elects  a  cashless  exercise  pursuant to Section 2(b) of the
Warrant.  The  Average  Market  Price  as  of  _______  was  $_____.

     The  undersigned herewith requests that the certificates for such shares be
issued  in  the  name  of,  and  delivered  to the undersigned, whose address is
________________________________.

     Dated:  ___________________

                                            Holder:
                                            ____________________________________

                                            ____________________________________

                                            By:_________________________________
                                               __________________

                                     NOTICE

     The signature above must correspond to the name as written upon the face of
the within Warrant in every particular, without alteration or enlargement or any
change  whatsoever.


<PAGE>
                                    EXHIBIT B

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                            FORM OF PURCHASER WARRANT


Form  Attached  hereto.


<PAGE>
NEITHER  THIS  WARRANT  NOR  THE  SHARES  OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE  SECURITIES  LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
THE  COMPANY  SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY  TO  THE  EFFECT  THAT  REGISTRATION  UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED  IN  CONNECTION WITH SUCH
PROPOSED  TRANSFER.

                       THE TRACKER CORPORATION OF AMERICA
                          COMMON STOCK PURCHASE WARRANT

Warrant  No.  S1BN/PW-____                                        __,000  shares

                           Original Issue Date: August ___, 1999

     THIS  CERTIFIES  THAT,  FOR  VALUE  RECEIVED, _______________ {Purchaser of
Bridge  Notes}  or  its  assigns  (the "HOLDER") is entitled to purchase, on the
terms  and  conditions  hereinafter  set forth, at any time or from time to time
from  the  date  hereof  until  5:00  p.m.,  Eastern  Time,  on  the fifth (5th)
anniversary of the Original Issue Date set forth above, or if such date is not a
day  on  which the Company is open for business, then the next succeeding day on
which the Company is open for business (such date is the "EXPIRATION DATE"), but
not  thereafter,  to  purchase  up  to  _______ THOUSAND (___,000) shares of the
Common  Stock,  par value $.001 (the "COMMON STOCK"), of THE TRACKER CORPORATION
OF  AMERICA, a Delaware corporation (the "COMPANY"), at the greater of (i) $____
{120%  OF  CLOSING  BID PRICE ON ORIGINAL ISSUE DATE} or (ii) $_____ {75% OF THE
AVERAGE  CLOSING  BID  PRICE  FOR  THE  5  TRADING DAYS IMMEDIATELY PRIOR TO THE
EXERCISE  DATE}  per  share  (the  "EXERCISE  PRICE"), such number of shares and
Exercise  Price  being  subject  to  adjustment  upon  the  occurrence  of  the
contingencies set forth in this Warrant.  Each share of Common Stock as to which
this  Warrant  is  exercisable  is  a  "WARRANT  SHARE"  and all such shares are
collectively  referred  to  as  the  "WARRANT  SHARES."

SECTION     EXERCISE  OF  WARRANT;  CONVERSION  OF  WARRANT.

     (a)     This  Warrant  may,  at  the  option of the Holder, be exercised in
whole  or  in part from time to time by delivery to the Company at its office at
180  Dundas Street West, 26th Floor, Toronto, Ontario Canada M5G 1Z8, Attention:
President,  or  to  any  transfer  agent for the Common Stock, on or before 5:00
p.m.,  Eastern  Time,  on  the  Expiration  Date,  (i)  a written notice of such
registered  Holder's  election to exercise this Warrant (the "EXERCISE NOTICE"),
which  notice  may  be  in  the  form of the Notice of Exercise attached hereto,
properly  executed  and  completed  by  the  registered  Holder or an authorized
officer  thereof,  (ii)  a  check payable to the order of the Corporation, in an
amount  equal  to  the product of the Exercise Price MULTIPLIED BY the number of
Warrant  Shares  specified  in  the Exercise Notice, AND (iii) this Warrant (the
items  specified  in  (i),  (ii),  and  (iii)  are  collectively  the  "EXERCISE
MATERIALS").

     (b)     This  Warrant  may,  at the option of the Holder, be converted into
Common  Stock  in whole but not in part, if and only if the Average Market Price
of  one  share of Common Stock on the Effective Date (as defined in Section 1(c)
hereof)  is  greater  than the Exercise Price, by delivery to the Company at the
address designated in Section 1(a) above or to any transfer agent for the Common
Stock, on or before 5:00 p.m. Eastern Time on the Expiration Date, (i) a written
notice  of  Holder's election to convert this Warrant (the "CONVERSION NOTICE"),
properly  executed  and  completed  by  the  registered  Holder or an authorized
officer  thereof, AND (ii) this Warrant (the items specified in (i) and (ii) are


                                        1
<PAGE>
collectively  the "CONVERSION MATERIALS").  The number of shares of Common Stock
issuable  upon  conversion  of  this Warrant is equal to the quotient of (x) the
product  of  the  number  of  Warrant Shares then issuable upon exercise of this
Warrant (assuming an exercise for cash) MULTIPLIED BY the difference between (A)
the  Average  Market Price of one share of Common Stock for the five (5) trading
day period ended the day prior to the Effective Date (as such term is defined in
Section  1(c) hereof) MINUS (B) the then effective Exercise Price DIVIDED BY (y)
the  Average  Market Price of one share of Common Stock for the five (5) trading
day  period ended the day prior to the Effective Date.  As used herein, "AVERAGE
MARKET  PRICE"  on  any  particular  date  (a  "DETERMINATION DATE") means, with
respect  to  one  share  of  Common Stock for any Determination Date, that price
which  is  equal  to the arithmetic average of the Closing Bid Price (as defined
below)  for  the  Common Stock for each trading day in a five trading day period
ended  on  the  day prior to a Determination Date.  As used herein, "CLOSING BID
PRICE" means, for any security as of any date, the last closing bid price on the
NASDAQ  National  Market  (the  "NASDAQ-NM")  as reported by Bloomberg Financial
Markets  ("Bloomberg"), or, if the NASDAQ-NM is not the principal trading market
for  the  Common  Stock,  the  last closing bid price of the Common Stock on the
principal securities exchange or trading market where the Common Stock is listed
or  traded  as reported by Bloomberg, or if the foregoing do not apply, the last
closing bid price of the Common Stock in the over-the-counter market on the pink
sheets  or  bulletin board for the Common Stock as reported by Bloomberg, or, if
no  closing  bid  price  is reported for the Common Stock by Bloomberg, the last
closing  trade  price  of  the  Common  Stock  as reported by Bloomberg.  If the
Closing  Bid Price cannot be calculated for the Common Stock on such date on any
of  the  foregoing bases, the Closing Bid Price of the Common Stock on such date
shall  be  the  fair  market value as reasonably determined in good faith by the
Board  of  Directors of the Company (all as appropriately adjusted for any stock
dividend,  stock  split,  or  other  similar  transaction  during  such period);

     (c)     Upon  timely  receipt  of  the  Exercise  Materials  or  Conversion
Materials  (whichever  is  applicable),  the  Company  shall,  as  promptly  as
practicable, and in any event within five (5) business days after its receipt of
the  Exercise Materials or Conversion Materials, execute or cause to be executed
and delivered to Holder a certificate or certificates representing the number of
Warrant  Shares  specified  in  the  Exercise  Notice  or  if Holder delivered a
Conversion Notice, the number of shares of Common Stock issuable upon conversion
of  this  Warrant  (whichever  is applicable), together with cash in lieu of any
fraction  of  a  share,  and, (x) if the Warrant is exercised in full, a copy of
this Warrant marked "Exercised," or (y) if the Warrant is partially exercised, a
copy of this Warrant marked "Partially Exercised" together with a new Warrant on
the  same terms for the unexercised balance of the Warrant Shares, or (z) if the
Warrant  is  converted,  a  copy  of this Warrant marked "Converted."  The stock
certificate  or  certificates  shall be registered in the name of the registered
Holder of this Warrant or such other name or names as shall be designated in the
Exercise  Notice  or  Conversion Notice.  The date on which the Warrant shall be
deemed  to have been exercised or converted (the "EFFECTIVE DATE"), and the date
the person in whose name any certificate evidencing the Common Stock issued upon
the  exercise  or conversion hereof is issued shall be deemed to have become the
holder  of record of such shares, shall be the date the Corporation receives the
Exercise Materials or Conversion Materials, irrespective of the date of delivery
of  a  certificate  or  certificates evidencing the Common Stock issued upon the
exercise  or  conversion  hereof, except that, if the date on which the Exercise
Materials or Conversion Materials are received by the Company is a date on which
the  stock transfer books of the Company are closed, the Effective Date shall be
the  date  the  Company receives the Exercise Materials or Conversion Materials,
and the date such person shall be deemed to have become the holder of the Common
Stock issued upon the exercise or conversion hereof shall be the next succeeding
date  on  which  the stock transfer books are open.   All shares of Common Stock
issued  upon  the exercise or conversion of this Warrant will, upon issuance, be
fully  paid  and  nonassessable and free from all taxes, liens, and charges with
respect  thereto.


                                        2
<PAGE>
     (d)     If  the  Company  shall  fail  to  issue  to Holder within five (5)
business  days  following  the  Effective  Date  a certificate for the number of
shares  of  Common  Stock  to  which  such holder is entitled upon such holder's
exercise  or  conversion  of  this  Warrant,  in addition to all other available
remedies  which  such  holder  may pursue hereunder and the Series 1 Bridge Note
Purchase  and  Security  Agreement between the Company and the initial holder of
the  Warrant  (the  "SECURITIES  PURCHASE  AGREEMENT") including indemnification
pursuant to Section 7.18 thereof (all of which shall be cumulative), the Company
shall  pay  additional  damages  to  such holder on each day after the Effective
Date, an amount equal to 1.0% of the product of (A) the number of Warrant Shares
not  issued  to  Holder  and  to  which Holder is entitled MULTIPLIED BY (B) the
Closing  Bid Price of the Common Stock on the Effective Date. Such damages shall
be  computed  daily  and  are  due  and  payable  daily.

SECTION  2.     ADJUSTMENTS  TO  WARRANT  SHARES.

     The  number  of  Warrant  Shares issuable upon the exercise hereof shall be
subject  to  adjustment  as  follows:

     (a)     In  the  event  the  Company  is  a party to a consolidation, share
exchange,  or  merger,  or the sale of all or substantially all of the assets of
the  Company  to,  any  person, or in the case of any consolidation or merger of
another  corporation  into  the  Company  in  which the Company is the surviving
corporation, and in which there is a reclassification or change of the shares of
Common  Stock of the Company, this Warrant shall after such consolidation, share
exchange,  merger,  or sale be exercisable for the kind and number of securities
or amount and kind of property of the Company or the corporation or other entity
resulting  from  such share exchange, merger, or consolidation, or to which such
sale  shall  be  made,  as the case may be (the "SUCCESSOR COMPANY"), to which a
holder  of  the  number  of shares of Common Stock deliverable upon the exercise
(immediately prior to the time of such consolidation, share exchange, merger, or
sale)  of  this  Warrant would have been entitled upon such consolidation, share
exchange, merger, or sale; and in any such case appropriate adjustments shall be
made  in  the application of the provisions set forth herein with respect to the
rights  and  interests  of  the registered Holder of this Warrant, such that the
provisions set forth herein shall thereafter correspondingly be made applicable,
as nearly as may reasonably be, in relation to the number and kind of securities
or  the  type and amount of property thereafter deliverable upon the exercise of
this  Warrant.  The  above  provisions  shall  similarly  apply  to  successive
consolidations, share exchanges, mergers, and sales.  Any adjustment required by
this  Section  2 (a) because of a consolidation, share exchange, merger, or sale
shall  be set forth in an undertaking delivered to the registered Holder of this
Warrant  and executed by the Successor Company which provides that the Holder of
this  Warrant  shall  have  the  right to exercise this Warrant for the kind and
number  of securities or amount and kind of property of the Successor Company or
to  which  the  holder  of  a  number of shares of Common Stock deliverable upon
exercise  (immediately  prior to the time of such consolidation, share exchange,
merger,  or  sale)  of  this  Warrant  would  have  been  entitled  upon  such
consolidation,  share  exchange,  merger,  or sale.  Such undertaking shall also
provide  for future adjustments to the number of Warrant Shares and the Exercise
Price  in  accordance  with  the  provisions  set  forth  in  Section  2 hereof.


                                        3
<PAGE>
     (b)     In  the  event the Company should at any time, or from time to time
after the Original Issue Date, fix a record date for the effectuation of a stock
split  or  subdivision  of  the  outstanding  shares  of  Common  Stock  or  the
determination of holders of Common Stock entitled to receive a dividend or other
distribution  payable  in  additional  shares  of Common Stock, or securities or
rights  convertible into, or entitling the holder thereof to receive directly or
indirectly,  additional  shares  of  Common  Stock  (hereinafter  referred to as
"COMMON  STOCK EQUIVALENTS") without payment of any consideration by such holder
for  the  additional  shares  of  Common  Stock  or the Common Stock Equivalents
(including  the  additional  shares  of  Common  Stock issuable upon exercise or
exercise  thereof),  then, as of such record date (or the date of such dividend,
distribution,  split,  or subdivision if no record date is fixed), the number of
Warrant  Shares  issuable  upon  the  exercise  hereof  shall be proportionately
increased  and  the  Exercise Price shall be appropriately decreased by the same
proportion as the increase in the number of outstanding Common Stock Equivalents
of the Company resulting from the dividend, distribution, split, or subdivision.
Notwithstanding  the preceding sentence, no adjustment shall be made to decrease
the  Exercise  Price  below  $.001  per  Share.

     (c)     In  the  event  the Company should at any time or from time to time
after  the  Original  Issue  Date,  fix  a record date for the effectuation of a
reverse  stock  split, or a transaction having a similar effect on the number of
outstanding  shares of Common Stock of the Company, then, as of such record date
(or  the  date  of  such reverse stock split or similar transaction if no record
date  is  fixed), the number of Warrant Shares issuable upon the exercise hereof
shall be proportionately decreased and the Exercise Price shall be appropriately
increased  by  the  same proportion as the decrease of the number of outstanding
Common  Stock  Equivalents  resulting  from  the  reverse stock split or similar
transaction.

     (d)     In  the  event  the Company should at any time or from time to time
after  the  Original Issue Date, fix a record date for a reclassification of its
Common  Stock, then, as of such record date (or the date of the reclassification
if  no  record  date  is set), this Warrant shall thereafter be convertible into
such  number and kind of securities as would have been issuable as the result of
such reclassification to a holder of a number of shares of Common Stock equal to
the  number of Warrant Shares issuable upon exercise of this Warrant immediately
prior  to  such  reclassification,  and  the  Exercise Price shall be unchanged.

     (e)     The  Company  will  not,  by  amendment  of  its  Certificate  of
Incorporation  or  through  reorganization,  consolidation, merger, dissolution,
issue, or sale of securities, sale of assets or any other voluntary action, void
or  seek  to  avoid  the  observance  or  performance of any of the terms of the
Warrant,  but  will at all times in good faith assist in the carrying out of all
such  terms  and  in  the  taking  of  all  such  actions as may be necessary or
appropriate  in  order  to  protect the rights of the Holder against dilution or
other impairment.  Without limiting the generality of the foregoing, the Company
(x)  will  not  create  a  par  value  of any share of stock receivable upon the
exercise  of  the  Warrant above the amount payable therefor upon such exercise,
and  (y)  will  take all such action as may be necessary or appropriate in order
that  the  Company  may  validly and legally issue fully paid and non-assessable
shares  upon  the  exercise  of  the  Warrant.

     (f)     When any adjustment is required to be made in the number or kind of
shares  purchasable  upon exercise of the Warrant, or in the Exercise Price, the
Company  shall  promptly  notify  the  Holder of such event and of the number of
shares  of  Common  Stock or other securities or property thereafter purchasable
upon  exercise  of  the  Warrants  and  of the Exercise Price, together with the
computation  resulting  in  such  adjustment.

     (g)     The  Company covenants and agrees that all Warrant Shares which may
be  issued  will,  upon  issuance,  be  validly  issued,  fully  paid,  and
non-assessable.  The  Company further covenants and agrees that the Company will
at  all  times  have  authorized  and  reserved,  free from preemptive rights, a
sufficient  number  of shares of its Common Stock to provide for the exercise of
the  Warrant  in  full.


                                        4
<PAGE>
SECTION  3.     NO  STOCKHOLDER  RIGHTS.

     This  Warrant  shall  not entitle the Holder hereof to any voting rights or
other  rights  as  a  stockholder  of  the  Company.

SECTION  4.     TRANSFER  OF  SECURITIES.

     (a)     This Warrant and the Warrant Shares and any shares of capital stock
received  in  respect  thereof,  whether  by  reason  of  a stock split or share
reclassification  thereof,  a stock dividend thereon, or otherwise, shall not be
transferable except upon compliance with the provisions of the Securities Act of
1933,  as  amended  (the  "SECURITIES ACT") and applicable state securities laws
with respect to the transfer of such securities.  The Holder of this Warrant, by
acceptance  of  this  Warrant, agrees to be bound by the provisions of Section 4
hereof  and  to  indemnify  and  hold  harmless  the Company against any loss or
liability  arising  from  the  disposition of this Warrant or the Warrant Shares
issuable  upon exercise hereof or any interest in either thereof in violation of
the  provisions  of  this  Warrant.

     (b)     Each  certificate  for the Warrant Shares and any shares of capital
stock  received  in respect thereof, whether by reason of a stock split or share
reclassification  thereof,  a  stock  dividend  thereon  or  otherwise, and each
certificate for any such securities issued to subsequent transferees of any such
certificate  shall  (unless  otherwise  permitted  by  the provisions hereof) be
stamped  or  otherwise  imprinted  with  a legend in substantially the following
form:

Legend  for  Warrant  Shares  or  other  shares  of  capital  stock:

NEITHER  THIS  WARRANT  NOR  THE  SHARES  OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE  SECURITIES  LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
THE  COMPANY  SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY  TO  THE  EFFECT  THAT  REGISTRATION  UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED  IN  CONNECTION WITH SUCH
PROPOSED  TRANSFER.

SECTION  5.     REGISTRATION.

     All  Warrant Shares are subject to the rights and privileges granted in and
under  the  Registration  Rights Agreement dated August 18, 1999, as Registrable
Securities  (as  defined  in  the  Registration  Rights  Agreement)  thereunder.

SECTION  6.     MISCELLANEOUS.

     (a)     The  terms of this Warrant shall be binding upon and shall inure to
the  benefit  of  any  successors or assigns of the Company and of the holder or
holders  hereof  and  of  the  Common Stock issued or issuable upon the exercise
hereof.

     (b)     Except  as  otherwise  provided herein, this Warrant and all rights
hereunder  are transferable by the registered holder hereof in person or by duly
authorized  attorney on the books of the Company upon surrender of this Warrant,
properly  endorsed,  to  the  Company.  The  Company  may  deem  and  treat  the
registered  holder  of this Warrant at any time as the absolute owner hereof for
all  purposes  and  shall  not  be  affected  by  any  notice  to  the contrary.


                                        5
<PAGE>
     (c)     Notwithstanding any provision herein to the contrary, Holder hereof
may  not  exercise,  sell, transfer, or otherwise assign this Warrant unless the
Company  is  provided  with  an  opinion  of  counsel  satisfactory  in form and
substance  to  the Company, to the effect that such exercise, sale, transfer, or
assignment  would  not violate the Securities Act or applicable state securities
laws.

     (d)     This  Warrant  may  be  divided into separate Warrants covering one
share  of  Common  Stock  or any whole multiple thereof, for the total number of
shares of Common Stock then subject to this Warrant at any time, or from time to
time,  upon  the  request  of  the  registered  holder  of  this Warrant and the
surrender of the same to the Company for such purpose.  Such subdivided Warrants
shall  be issued promptly by the Company following any such request and shall be
of  the  same form and tenor as this Warrant, except for any requested change in
the  name  of  the  registered  holder  stated  herein.

     (e)     All  notices,  requests, demands, and other communications required
or  permitted  under this Warrant and the transactions contemplated herein shall
be  in  writing  and shall be deemed to have been duly given, made, and received
when  personally  delivered  the  day after deposited with a recognized national
overnight  delivery  service  prior  to its dead-line for receiving packages for
next  day  delivery  or  upon the fifth day after deposited in the United States
registered  or certified mail with postage prepaid, return receipt requested, in
each  case  addressed  as  set  forth  below:

     If  to  the  Company:     The  Tracker  Corporation  of  America
                               180  Dundas  Street,  West,  26th  Floor
                               Toronto,  Ontario
                               Canada  M5G  1Z8
                               Attn:  Jay  S.  Stulberg
                               Facsimile:  (416)

     If  to  the  Holder  hereof, to the address of such Holder appearing on the
books  of  the  Company.

     (f)     This  Agreement  shall  be  governed by and construed in accordance
with  the  laws  of  the  State  of  Georgia,  irrespective of the choice of law
provisions  thereof.  The parties agree that any appropriate state court located
in  New  Castle  County,  Delaware,  or any federal Court located in Wilmington,
Delaware,  including  without  limitation to the United States District Court of
Delaware,  shall  have exclusive jurisdiction of any case or controversy arising
under  or in connection with this Agreement and shall be a proper forum in which
to  adjudicate such case or controversy. The parties consent to the jurisdiction
of  such  courts.

                       [Signatures on the following page]


                                        6
<PAGE>
                                 SIGNATURE PAGE
                                       TO
                                     COMPANY
                          COMMON STOCK PURCHASE WARRANT

     IN  WITNESS WHEREOF, the Company, has caused this Warrant to be executed in
its  name  by its duly authorized officers under seal, and to be dated as of the
date  first  above  written.

                                            THE  TRACKER  CORPORATION  OF
                                            AMERICA

                                            By:
                                               ---------------------------------
                                               Jay  S.  Stulberg,  President
ATTEST:

------------------------------
Assistant  Secretary

                                                        [CORPORATE  SEAL]


                                        7
<PAGE>
                                   ASSIGNMENT

     (To  be  Executed  by  the  Registered  Holder  to effect a Transfer of the
foregoing  Warrant)

     FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers
unto ___________________________________________________________________________
the  foregoing  Warrant and the rights represented thereto to purchase shares of
Common  Stock of The Tracker Corporation of America in accordance with terms and
conditions  thereof,  and  does  hereby  irrevocably  constitute  and  appoint
________________  Attorney  to  transfer  the  said  Warrant on the books of the
Company,  with  full  power  of  substitution.

     Holder:

     _________________________________

     _________________________________

     Address

     Dated:  __________________,  19__

     In  the  presence  of:

     _________________________________


<PAGE>
                    FORM OF NOTICE OF EXERCISE OR CONVERSION

     [To  be  signed  only  upon  exercise  of  Warrant]

To:     THE  TRACKER  CORPORATION  OF  AMERICA

     The  undersigned  registered  Holder  of  the  attached  Warrant  hereby
irrevocably  elects  to  exercise  the  Warrant for, and to purchase thereunder,
_____  shares  of  Common  Stock of The Tracker Corporation of America, issuable
upon  exercise  of  said  Warrant  and  hereby  surrenders  said  Warrant.

                                   CHOOSE ONE:

     The Holder herewith delivers to The Tracker Corporation of America, a check
in  the  amount  of  $______  representing  the  Exercise Price for such shares.

                                       OR

     The  Holder  elects  a  cashless  exercise  pursuant to Section 1(b) of the
Warrant.  The  Average  Market  Price  as  of  _______  was  $_____.

     The  undersigned herewith requests that the certificates for such shares be
issued  in  the  name  of,  and  delivered  to the undersigned, whose address is
________________________________

     Dated:  ___________________
                                            Holder:

                                            ____________________________________

                                            ____________________________________

                                            By:_________________________________
                                               __________________

                                     NOTICE

     The signature above must correspond to the name as written upon the face of
the within Warrant in every particular, without alteration or enlargement or any
change  whatsoever.


<PAGE>
                                    EXHIBIT C

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                            FORM OF CALLABLE WARRANT

Form  Attached  hereto.


<PAGE>
NEITHER  THIS  WARRANT  NOR  THE  SHARES  OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE  SECURITIES  LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
THE  COMPANY  SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY  TO  THE  EFFECT  THAT  REGISTRATION  UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED  IN  CONNECTION WITH SUCH
PROPOSED  TRANSFER.

                       THE TRACKER CORPORATION OF AMERICA
                                CALLABLE WARRANT

Warrant  No.  S1BN/CW-____                                        __,000  shares
                           Original Issue Date: August ___, 1999

     THIS  CERTIFIES  THAT,  FOR  VALUE  RECEIVED, _______________ {Purchaser of
Bridge  Notes}  or  its  assigns  (the "HOLDER") is entitled to purchase, on the
terms  and  conditions  hereinafter  set forth, at any time or from time to time
from  the  date  hereof  until  5:00  p.m.,  Eastern Time, until the FIRST (1ST)
ANNIVERSARY of the Original Issue Date set forth above, or if such date is not a
day  on  which the Company is open for business, then the next succeeding day on
which the Company is open for business (such date is the "EXPIRATION DATE"), but
not  thereafter,  to  purchase  up  to  _______ THOUSAND (___,000) shares of the
Common  Stock,  par value $.001 (the "COMMON STOCK"), of THE TRACKER CORPORATION
OF  AMERICA,  a Delaware corporation (the "COMPANY"), at a price per share equal
to  80%  of the average Closing Bid Price of the Common Stock of the Company for
the  five  trading days ended the day immediately prior to the Exercise Date (as
defined  below) (the "EXERCISE PRICE"), such number of shares and Exercise Price
being  subject  to adjustment upon the occurrence of the contingencies set forth
in  this  Warrant.  Each  share  of  Common  Stock  as  to which this Warrant is
exercisable  is  a "WARRANT SHARE" and all such shares are collectively referred
to  as  the  "WARRANT  SHARES."  This  Warrant  is  callable  by  the Company in
accordance  with  the  terms hereof, and in such event this Warrant shall remain
exercisable  by  the  holder  up  to  the  Redemption  Date.

SECTION  1.     RIGHT  TO  REDEEM  WARRANT.

     At any time or from time to time, the Company shall have the absolute right
to  call  this  Warrant in part or in full for redemption by delivery of written
notice  to  Holder of the Company's election to call this Warrant for redemption
(the "CALL NOTICE"), which notice shall include (a) the number of Warrant Shares
being called for redemption, (b) the aggregate consideration which shall be paid
to  Holder  in  respect of the redemption, at the rate of $.001 for each Warrant
Share  that  is called for redemption (the "REDEMPTION PRICE"), and (c) the date
(the  REDEMPTION  DATE")  that  the  Redemption  Price  is  to  be  paid and the
redemption  is effective, which shall be not less than twenty (20) nor more than
sixty  (60)  days  from  the date of the Call Notice.  If the Company calls this
Warrant  for  redemption  in accordance with this Section 1, the Holder shall be
under  a  mandatory  obligation  to surrender this Warrant to the Company on the
Redemption  Date  and  receive  the Redemption Price payable in respect thereof,
PROVIDED  HOWEVER,  that  after  Holder has received a Call Notice in respect of
this  Warrant,  Holder  may  exercise  this  Warrant  an  any  time prior to the
Redemption  Date.  On  the  Redemption Date, this Warrant shall automatically be
converted  into,  and  thereafter  represent,  solely the right to receive, upon
surrender  hereof  to the Company at its office at 180 Dundas Street, West, 26th
Floor,  Toronto,  Ontario,  Canada M5G 1Z8, Attention: President, the Redemption
Price  payable in respect of this Warrant, PROVIDED HOWEVER, that if the Company
shall  call  less than all of the Warrant Shares represented by this Warrant for
redemption,  the Warrant shall, in addition, represent the right to obtain a new
Warrant of like tenor herewith, upon surrender of this Warrant to the Company at
its  office as specified above, representing the right to purchase the number of
Warrant  Shares originally evidenced by this Warrant MINUS the number of Warrant
Shares  called  for  redemption.


                                        1
<PAGE>
SECTION  2.     EXERCISE  OF  WARRANT.

     (a)     This  Warrant  may,  at  the  option of the Holder, be exercised in
whole  or  in  part  from  time  to  time, until 5:00 p.m., Eastern Time, on the
Expiration  Date, by delivery to the Company at its office at 180 Dundas Street,
West,  26th  Floor, Toronto, Ontario, Canada M5G 1Z8, Attention: President (i) a
written  notice  of  such  registered Holder's election to exercise this Warrant
(the  "EXERCISE  NOTICE"),  which  notice  may  be  in the form of the Notice of
Exercise  attached  hereto,  properly  executed  and completed by the registered
Holder  or  an  authorized officer thereof, (ii) a check payable to the order of
the  Company, in an amount equal to the product of the Exercise Price MULTIPLIED
BY the number of Warrant Shares specified in the Exercise Notice, AND (iii) this
Warrant  (the  items  specified  in  (i),  (ii),  and (iii) are collectively the
"EXERCISE  MATERIALS").

     (b)     Upon  timely  receipt of the Exercise Materials, the Company shall,
as promptly as practicable, and in any event within five (5) business days after
its  receipt  of  the  Exercise  Materials,  execute or cause to be executed and
delivered  to  Holder  a  certificate or certificates representing the number of
Warrant  Shares  specified in the Exercise Notice, together with cash in lieu of
any fraction of a share, and, (x) if the Warrant is exercised in full, a copy of
this Warrant marked "Exercised," or (y) if the Warrant is partially exercised, a
copy of this Warrant marked "Partially Exercised" together with a new Warrant on
the  same  terms  for  the  unexercised balance of the Warrant Shares. The stock
certificate  or  certificates  shall be registered in the name of the registered
Holder of this Warrant or such other name or names as shall be designated in the
Exercise  Notice.  The  date  on  which the Warrant shall be deemed to have been
exercised  (the  "EFFECTIVE  DATE"),  and  the date the person in whose name any
certificate  evidencing  the  Common  Stock  issued  upon the exercise hereof is
issued shall be deemed to have become the holder of record of such shares, shall
be  the  date  the  Company receives the Exercise Materials, irrespective of the
date  of  delivery  of a certificate or certificates evidencing the Common Stock
issued  upon the exercise hereof, except that, if the date on which the Exercise
Materials  are  received  by  the  Company is a date on which the stock transfer
books  of  the  Company  are  closed,  the  Effective Date shall be the date the
Company  receives  the  Exercise  Materials,  and  the date such person shall be
deemed  to  have  become the holder of the Common Stock issued upon the exercise
hereof  shall  be the next succeeding date on which the stock transfer books are
open.   All  shares  of  Common  Stock  issued upon the exercise of this Warrant
will,  upon  issuance,  be fully paid and nonassessable and free from all taxes,
liens,  and  charges  with  respect  thereto.

     (c)     If  the  Company  shall  fail  to  issue  to Holder within five (5)
business  days  following  the  Effective  Date  a certificate for the number of
shares  of  Common  Stock  to  which  such holder is entitled upon such holder's
exercise of this Warrant, in addition to all other available remedies which such
holder  may  pursue  hereunder  and  under the Series 1 Bridge Note Purchase and
Security  Agreement  dated  August  18, 1999 between the Company and the initial
holder  of  the  Warrant  (the  "SECURITIES  PURCHASE  AGREEMENT"),  including
indemnification  pursuant  to  Section  7.18  thereof  (all  of  which  shall be
cumulative), the Company shall pay additional damages to such holder on each day
after  the  Effective  Date,  an  amount equal to 1.0% of the product of (A) the
number  of  Warrant  Shares not issued to Holder and to which Holder is entitled
MULTIPLIED  BY  (B)  the  Closing Bid Price of the Common Stock on the Effective
Date.  Such  damages  shall  be  computed  daily  and are due and payable daily.


                                        2
<PAGE>
     (d)     As  used  herein, "CLOSING BID PRICE" means, for any security as of
any  date,  the  last  closing  bid  price  on  the  NASDAQ National Market (the
"NASDAQ-NM")  as  reported  by Bloomberg Financial Markets ("Bloomberg"), or, if
the NASDAQ-NM is not the principal trading market for the Common Stock, the last
closing  bid  price  of the Common Stock on the principal securities exchange or
trading  market  where  the  Common  Stock  is  listed  or traded as reported by
Bloomberg,  or  if the foregoing do not apply, the last closing bid price of the
Common Stock in the over-the-counter market on the pink sheets or bulletin board
for  the  Common  Stock as reported by Bloomberg, or, if no closing bid price is
reported  for the Common Stock by Bloomberg, the last closing trade price of the
Common  Stock  as  reported  by  Bloomberg.  If  the Closing Bid Price cannot be
calculated  for the Common Stock on such date on any of the foregoing bases, the
Closing  Bid  Price  of  the  Common Stock on such date shall be the fair market
value  as  reasonably  determined in good faith by the Board of Directors of the
Company  (all  as appropriately adjusted for any stock dividend, stock split, or
other  similar  transaction  during  such  period).

SECTION  3.     ADJUSTMENTS  TO  WARRANT  SHARES.

     The  number  of  Warrant  Shares issuable upon the exercise hereof shall be
subject  to  adjustment  as  follows:

     (a)     In  the  event  the  Company  is  a party to a consolidation, share
exchange,  or  merger,  or the sale of all or substantially all of the assets of
the  Company  to,  any  person, or in the case of any consolidation or merger of
another  corporation  into  the  Company  in  which the Company is the surviving
corporation, and in which there is a reclassification or change of the shares of
Common  Stock of the Company, this Warrant shall after such consolidation, share
exchange,  merger,  or sale be exercisable for the kind and number of securities
or amount and kind of property of the Company or the corporation or other entity
resulting  from  such share exchange, merger, or consolidation, or to which such
sale  shall  be  made,  as the case may be (the "SUCCESSOR COMPANY"), to which a
holder  of  the  number  of shares of Common Stock deliverable upon the exercise
(immediately prior to the time of such consolidation, share exchange, merger, or
sale)  of  this  Warrant would have been entitled upon such consolidation, share
exchange, merger, or sale; and in any such case appropriate adjustments shall be
made  in  the application of the provisions set forth herein with respect to the
rights  and  interests  of  the registered Holder of this Warrant, such that the
provisions set forth herein shall thereafter correspondingly be made applicable,
as nearly as may reasonably be, in relation to the number and kind of securities
or  the  type and amount of property thereafter deliverable upon the exercise of
this  Warrant.  The  above  provisions  shall  similarly  apply  to  successive
consolidations, share exchanges, mergers, and sales.  Any adjustment required by
this  Section  3(a)  because of a consolidation, share exchange, merger, or sale
shall  be set forth in an undertaking delivered to the registered Holder of this
Warrant  and executed by the Successor Company which provides that the Holder of
this  Warrant  shall  have  the  right to exercise this Warrant for the kind and
number  of securities or amount and kind of property of the Successor Company or
to  which  the  holder  of  a  number of shares of Common Stock deliverable upon
exercise  (immediately  prior to the time of such consolidation, share exchange,
merger,  or  sale)  of  this  Warrant  would  have  been  entitled  upon  such
consolidation,  share  exchange,  merger,  or sale.  Such undertaking shall also
provide  for future adjustments to the number of Warrant Shares and the Exercise
Price  in  accordance  with  the  provisions  set  forth  in  this  Section  3.


                                        3
<PAGE>
     (b)     In  the  event the Company should at any time, or from time to time
after the Original Issue Date, fix a record date for the effectuation of a stock
split  or  subdivision  of  the  outstanding  shares  of  Common  Stock  or  the
determination of holders of Common Stock entitled to receive a dividend or other
distribution  payable  in  additional  shares  of Common Stock, or securities or
rights  convertible into, or entitling the holder thereof to receive directly or
indirectly,  additional  shares  of  Common  Stock  (hereinafter  referred to as
"COMMON  STOCK EQUIVALENTS") without payment of any consideration by such holder
for  the  additional  shares  of  Common  Stock  or the Common Stock Equivalents
(including  the  additional  shares  of  Common  Stock issuable upon exercise or
exercise  thereof),  then, as of such record date (or the date of such dividend,
distribution,  split,  or subdivision if no record date is fixed), the number of
Warrant  Shares  issuable  upon  the  exercise  hereof  shall be proportionately
increased  and  the  Exercise Price shall be appropriately decreased by the same
proportion as the increase in the number of outstanding Common Stock Equivalents
of the Company resulting from the dividend, distribution, split, or subdivision.
Notwithstanding  the preceding sentence, no adjustment shall be made to decrease
the  Exercise  Price  below  $.001  per  Share.

     (c)     In  the  event  the Company should at any time or from time to time
after  the  Original  Issue  Date,  fix  a record date for the effectuation of a
reverse  stock  split, or a transaction having a similar effect on the number of
outstanding  shares of Common Stock of the Company, then, as of such record date
(or  the  date  of  such reverse stock split or similar transaction if no record
date  is  fixed), the number of Warrant Shares issuable upon the exercise hereof
shall be proportionately decreased and the Exercise Price shall be appropriately
increased  by  the  same proportion as the decrease of the number of outstanding
Common  Stock  Equivalents  resulting  from  the  reverse stock split or similar
transaction.

     (d)     In  the  event  the Company should at any time or from time to time
after  the  Original Issue Date, fix a record date for a reclassification of its
Common  Stock, then, as of such record date (or the date of the reclassification
if  no  record  date  is set), this Warrant shall thereafter be convertible into
such  number and kind of securities as would have been issuable as the result of
such reclassification to a holder of a number of shares of Common Stock equal to
the  number of Warrant Shares issuable upon exercise of this Warrant immediately
prior  to  such  reclassification,  and  the  Exercise Price shall be unchanged.

     (e)     The  Company  will  not,  by  amendment  of  its  Certificate  of
Incorporation  or  through  reorganization,  consolidation, merger, dissolution,
issue, or sale of securities, sale of assets or any other voluntary action, void
or  seek  to  avoid  the  observance  or performance of any of the terms of this
Warrant,  but  will at all times in good faith assist in the carrying out of all
such  terms  and  in  the  taking  of  all  such  actions as may be necessary or
appropriate  in  order  to  protect the rights of the Holder against dilution or
other impairment.  Without limiting the generality of the foregoing, the Company
(x)  will  not  create  a  par  value  of any share of stock receivable upon the
exercise  of  this Warrant above the amount payable therefor upon such exercise,
and  (y)  will  take all such action as may be necessary or appropriate in order
that  the  Company  may  validly and legally issue fully paid and non-assessable
shares  upon  the  exercise  of  the  Warrant.

     (f)     When any adjustment is required to be made in the number or kind of
shares  purchasable  upon exercise of the Warrant, or in the Exercise Price, the
Company  shall  promptly  notify  the  Holder of such event and of the number of
shares  of  Common  Stock or other securities or property thereafter purchasable
upon  exercise  of  the  Warrants  and  of the Exercise Price, together with the
computation  resulting  in  such  adjustment.

     (g)     The  Company covenants and agrees that all Warrant Shares which may
be  issued  will,  upon  issuance,  be  validly  issued,  fully  paid,  and
non-assessable.  The  Company further covenants and agrees that the Company will
at  all  times  have  authorized  and  reserved,  free from preemptive rights, a
sufficient  number  of shares of its Common Stock to provide for the exercise of
the  Warrant  in  full.


                                        4
<PAGE>
SECTION  4.     NO  STOCKHOLDER  RIGHTS.

     This  Warrant  shall  not entitle the Holder hereof to any voting rights or
other  rights  as  a  stockholder  of  the  Company.

SECTION  5.     TRANSFER  OF  SECURITIES.

     (a)     This Warrant and the Warrant Shares and any shares of capital stock
received  in  respect  thereof,  whether  by  reason  of  a stock split or share
reclassification  thereof,  a stock dividend thereon, or otherwise, shall not be
transferable except upon compliance with the provisions of the Securities Act of
1933,  as  amended  (the  "SECURITIES ACT") and applicable state securities laws
with respect to the transfer of such securities.  The Holder of this Warrant, by
acceptance  of  this  Warrant, agrees to be bound by the provisions of Section 5
hereof  and  to  indemnify  and  hold  harmless  the Company against any loss or
liability  arising  from  the  disposition of this Warrant or the Warrant Shares
issuable  upon exercise hereof or any interest in either thereof in violation of
the  provisions  of  this  Warrant.

     (b)     Each  certificate  for the Warrant Shares and any shares of capital
stock  received  in respect thereof, whether by reason of a stock split or share
reclassification  thereof,  a  stock  dividend  thereon  or  otherwise, and each
certificate for any such securities issued to subsequent transferees of any such
certificate  shall  (unless  otherwise  permitted  by  the provisions hereof) be
stamped  or  otherwise  imprinted  with  a legend in substantially the following
form:

Legend  for  Warrant  Shares  or  other  shares  of  capital  stock:

NEITHER  THIS  WARRANT  NOR  THE  SHARES  OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE  SECURITIES  LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
THE  COMPANY  SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY  TO  THE  EFFECT  THAT  REGISTRATION  UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED  IN  CONNECTION WITH SUCH
PROPOSED  TRANSFER.

SECTION  6.     REGISTRATION.

     All  Warrant Shares are subject to the rights and privileges granted in and
under  the  Registration  Rights Agreement dated August 18, 1999, as Registrable
Securities  (as  defined  in  the  Registration  Rights  Agreement)  thereunder.

SECTION  7.     MISCELLANEOUS.

     (a)     The  Company  covenants  that it will at all times reserve and keep
available,  solely  for  the  purpose  of  issuance  upon the exercise hereof, a
sufficient  number  of  shares  of Common Stock to permit the exercise hereof in
full.

     (b)     The  terms of this Warrant shall be binding upon and shall inure to
the  benefit  of  any  successors or assigns of the Company and of the holder or
holders  hereof  and  of  the  Common Stock issued or issuable upon the exercise
hereof.

     (c)     Except  as  otherwise  provided herein, this Warrant and all rights
hereunder  are transferable by the registered holder hereof in person or by duly
authorized  attorney on the books of the Company upon surrender of this Warrant,
properly  endorsed,  to  the  Company.  The  Company  may  deem  and  treat  the
registered  holder  of this Warrant at any time as the absolute owner hereof for
all  purposes  and  shall  not  be  affected  by  any  notice  to  the contrary.


                                        5
<PAGE>
     (d)     Notwithstanding any provision herein to the contrary, Holder hereof
may  not  exercise,  sell, transfer, or otherwise assign this Warrant unless the
Company  is  provided  with  an  opinion  of  counsel  satisfactory  in form and
substance  to  the Company, to the effect that such exercise, sale, transfer, or
assignment  would  not violate the Securities Act or applicable state securities
laws.

     (e)     This  Warrant  may  be  divided into separate Warrants covering one
share  of  Common  Stock  or any whole multiple thereof, for the total number of
shares of Common Stock then subject to this Warrant at any time, or from time to
time,  upon  the  request  of  the  registered  holder  of  this Warrant and the
surrender of the same to the Company for such purpose.  Such subdivided Warrants
shall  be issued promptly by the Company following any such request and shall be
of  the  same form and tenor as this Warrant, except for any requested change in
the  name  of  the  registered  holder  stated  herein.

     (f)     All  notices,  requests, demands, and other communications required
or  permitted  under this Warrant and the transactions contemplated herein shall
be  in  writing  and shall be deemed to have been duly given, made, and received
when  personally  delivered  the  day after deposited with a recognized national
overnight  delivery  service  prior  to its dead-line for receiving packages for
next  day  delivery  or  upon the fifth day after deposited in the United States
registered  or certified mail with postage prepaid, return receipt requested, in
each  case  addressed  as  set  forth  below:

     If  to  the  Company:     The  Tracker  Corporation  of  America
                               180  Dundas  Street,  West,  26th  Floor
                               Toronto,  Ontario
                               Canada  M5G  1Z8
                               Attn:  President
                               Facsimile:  (416)

     If  to  the  Holder  hereof, to the address of such Holder appearing on the
books  of  the  Company.

     (g)     This  Agreement  shall  be  governed by and construed in accordance
with  the  laws  of  the  State  of  Georgia,  irrespective of the choice of law
provisions  thereof.  The parties agree that any appropriate state court located
in  New  Castle  County,  Delaware,  or any federal Court located in Wilmington,
Delaware,  including  without  limitation to the United States District Court of
Delaware,  shall  have exclusive jurisdiction of any case or controversy arising
under  or in connection with this Agreement and shall be a proper forum in which
to  adjudicate such case or controversy. The parties consent to the jurisdiction
of  such  courts.

                       [Signatures on the following page]


                                        6
<PAGE>
                             COMPANY SIGNATURE PAGE
                                       TO
                                CALLABLE WARRANT

     IN  WITNESS  WHEREOF,  the  Company, has caused this Callable Warrant to be
executed in its name by its duly authorized officers under seal, and to be dated
as  of  the  date  first  above  written.

                                         THE  TRACKER  CORPORATION  OF
                                         AMERICA

                                         By:____________________________________
                                            Jay  S.  Stulberg,  President
ATTEST:
__________________________________
Assistant  Secretary

                                                     [CORPORATE  SEAL]


                                        7
<PAGE>
                                   ASSIGNMENT

     (To  be  Executed  by  the  Registered  Holder  to effect a Transfer of the
foregoing  Warrant)

     FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers
unto ___________________________________________________________________________
the  foregoing  Callable  Warrant and the rights represented thereto to purchase
shares  of Common Stock of The Tracker Corporation of America in accordance with
terms and conditions thereof, and does hereby irrevocably constitute and appoint
_________________________  Attorney to transfer the said Warrant on the books of
the  Company,  with  full  power  of  substitution.

     Holder:
     ___________________________________

     ___________________________________

     Address

     Dated:  __________________,  19____

     In  the  presence  of:

     ___________________________________


<PAGE>


{BA013484.DOC  2}
                           FORM OF NOTICE OF EXERCISE

     [To  be  signed  only  upon  exercise  of  Callable  Warrant]

To:     THE  TRACKER  CORPORATION  OF  AMERICA

     Pursuant to the Call Notice issued by the Company on ______________, 19___,
the  undersigned  registered  Holder  of  the  attached  Callable Warrant hereby
irrevocably  elects  to  exercise  the  Callable  Warrant  for,  and to purchase
thereunder,  ___________  shares  of  Common Stock of The Tracker Corporation of
America,  issuable  upon  exercise  of  said  Warrant and hereby surrenders said
Warrant.


     The Holder herewith delivers to The Tracker Corporation of America, a check
in  the  amount  of  $______________  representing  the  Exercise Price for such
shares.


     The  undersigned herewith requests that the certificates for such shares be
issued  in  the  name  of,  and  delivered  to the undersigned, whose address is
__________________________________________.

     Dated:  ___________________

                                            Holder:

                                            ____________________________________

                                            ____________________________________
                                            By:
                                               _________________________________
                                               __________________

                                     NOTICE

     The signature above must correspond to the name as written upon the face of
the  within  Callable  Warrant  in  every  particular,  without  alteration  or
enlargement  or  any  change  whatsoever.


<PAGE>
                                    EXHIBIT D

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                      FORM OF REGISTRATION RIGHTS AGREEMENT

Form  Attached  hereto.


<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION RIGHTS AGREEMENT ("AGREEMENT"), is made and entered into
as  of  the  __  day  of  August,  1999, by and among THE TRACKER CORPORATION OF
AMERICA,  a  DELAWARE  corporation  (the "COMPANY"),  and  the Persons listed on
the  Purchaser  Signature Pages hereto (each of whom is individually referred to
as  a  "PURCHASER"  and  all  of  whom  collectively  are  referred  to  as  the
"PURCHASERS").

                                   BACKGROUND

     In  connection  with  the  consummation of the transactions contemplated by
that  Series  1  Bridge  Note  Purchase  and  Security  Agreement (the "PURCHASE
AGREEMENT")  of  even date herewith by and among the Company and the Purchasers,
the  Company  has  agreed,  upon  the terms and subject to the conditions of the
Purchase  Agreement, to issue and sell to the Purchasers from time to time up to
$3,000,000  in  maximum  principal  amount  of Series 1 Convertible Subordinated
Secured  Bridge  Financing Notes (the "BRIDGE NOTES") together with Common Stock
Purchase  Warrants (the "PURCHASER WARRANTS").  Attached to the Bridge Notes are
Repricing  Warrants (the "Repricing Warrants").  Collectively, the Bridge Notes,
and  the  Purchaser  Warrants,  and  the  Repricing  Warrants  are  hereinafter
collectively  referred  to as the "PURCHASED SECURITIES").  The Bridge Notes are
convertible  into,  and  the  Purchaser  Warrants and the Repricing Warrants are
exercisable  for, shares of the Company's common stock, .001 par value per share
(the  "COMMON  STOCK").  The Common Stock issuable upon conversion of the Bridge
Notes  is  hereinafter  referred  to  as the "CONVERSION SHARES," and the Common
Stock  issuable  upon exercise of the Purchaser Warrants is hereinafter referred
to  as  the  "PURCHASER  WARRANT  SHARES,"  and  the  Common Stock issuable upon
exercise  of the Repricing Warrants is hereinafter called the "REPRICING WARRANT
SHARES."  To  induce  Purchasers  to execute and deliver the Purchase Agreement,
the  Company has agreed to file a Registration Statement covering the Conversion
Shares, the Purchaser Warrant Shares, and the Repricing Warrant Shares under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any  similar  successor  statute  (collectively, the "1933 ACT"), and applicable
state  securities  laws.

                                    AGREEMENT

     For and in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged, the Company and the Purchasers hereby agree as
follows:

     SECTION  1.     DEFINITIONS.

     As  used  in  this Agreement, the following capitalized terms are used with
the  meanings  there  after  ascribed:

     (a)     "INVESTOR"  means  any  Purchaser  and  any  transferee or assignee
thereof  to  whom  any Purchaser assigns its rights under this Agreement and who
agrees  to  become  bound by the provisions of this Agreement in accordance with
Section  9.

     (b)     "PERSON"  means  a  corporation,  a  limited  liability company, an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof,  or  a  governmental  agency.


     (c)     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to  a
registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements  in  compliance  with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis  ("RULE  415"),  and  the declaration or ordering of effectiveness of such
Registration  Statement(s)  by  the  United  States  Securities  and  Exchange
Commission  (the  "SEC").


                                        1
<PAGE>
     (d)     "REGISTRABLE SECURITIES" means the Conversion Shares, the Purchaser
Warrant  Shares,  the  Repricing  Warrant  Shares,  {ADD  REFERENCE TO PLACEMENT
WARRANT  SHARES}and  any shares of capital stock issued or issuable with respect
to the Purchased Securities, Conversion Shares, the Purchaser Warrant Shares, or
the  Repricing  Warrant  Shares, as a result of any stock split, stock dividend,
recapitalization,  exchange,  or  similar  event.

     (e)     "REGISTRATION  STATEMENT"  means  a  registration  statement of the
Company  filed  under  the  1933  Act.

     Capitalized  terms  used herein and not otherwise defined herein shall have
the  respective  meanings  set  forth  in  the  Purchase  Agreement.

     SECTION  2.     REGISTRATION.

     (a)     MANDATORY  REGISTRATION.  The  Company  shall prepare and file with
the SEC a Registration Statement or Registration Statements (as is necessary) on
Form S-3 (or, if such form is unavailable for such a registration, on such other
form  as  is  available  for such a registration, subject to the consent of each
Purchaser  and  the  provisions  of  Section  2(e),  which  consent  will not be
unreasonably  withheld),  covering  the  resale  of  all  of  the  Registrable
Securities,  within  THIRTY  (30)  days  after  the  first  to  occur of (1) the
issuance,  sale,  and  delivery of $3,000,000 in maximum principal amount of, or
(2)  the  date  the  Company  receives  written  notice  from  Sovereign Capital
Advisors,  LLC of termination of further offers of the Bridge Notes (the "FILING
DEADLINE").  The  Registration Statement(s) shall state that, in accordance with
Rule  416  promulgated  under  the 1933 Act, such Registration Statement(s) also
covers  such  indeterminate  number  of additional shares of Common Stock as may
become  issuable  (i)  upon  conversion  of the Bridge Notes and exercise of the
Purchaser  Warrants  to  prevent  dilution  resulting  from  stock splits, stock
dividends, or similar transactions, and (ii) by reason of the Repricing Warrants
in  accordance  with  the  terms  thereof.  Such  Registration  Statement  shall
initially  register  for  resale  at least 100% of the Conversion Shares and the
Purchaser  Warrant  Shares,  subject  to  adjustment as provided in Section 3(b)
hereof,  and such registered shares of Common Stock shall be allocated among the
Investors pro rata based on the total number of Registrable Securities issued or
issuable  as of each date that a Registration Statement, as amended, relating to
the  resale of the Registrable Securities is declared effective by the SEC.  The
Company  shall  use its best efforts to have the Registration Statement declared
effective  by  the  SEC  within  ninety (90) days after the Filing Deadline (the
"REGISTRATION  DEADLINE").  The  Company shall permit the registration statement
to become effective within five (5) business days after receipt of a "no review"
notice  from  the  SEC.  Such  Registration  Statement shall be kept current and
effective  for  a  period  of  twelve  (12) months from the Closing Date.  {THIS
SUBSECTION  WILL  NEED  TO  BE REVISED SLIGHTLY TO REFLECT TERMS OF AGREEMENT ON
TIMING  OF  REGISTRATION}

     (b)     UNDERWRITTEN  OFFERING.  If any offering pursuant to a Registration
Statement  pursuant  to  Section  2(a)  involves  an  underwritten offering, the
Purchasers  shall  have  the right to select one legal counsel and an investment
banker  or  bankers  and manager or managers to administer their interest in the
offering,  which  investment  banker  or bankers or manager or managers shall be
reasonably  satisfactory  to  the  Company.


                                        2
<PAGE>
     (c)     PIGGY-BACK  REGISTRATIONS.  If  at any time prior to the expiration
of the Registration Period (as hereinafter defined) the Company proposes to file
with  the  SEC  a  Registration  Statement  relating  to an offering for its own
account  or  the  account  of others under the 1933 Act of any of its securities
(other  than  on  Form  S-4  or  Form  S-8 or their then equivalents relating to
securities  to be issued solely in connection with any acquisition of any entity
or  business  or  equity  securities issuable in connection with stock option or
other  employee  benefit plans) the Company shall promptly send to each Investor
who is entitled to registration rights under this Section 2(c) written notice of
the  Company's intention to file a Registration Statement and of such Investor's
rights  under this Section 2(c) and, if within twenty (20) days after receipt of
such  notice,  such  Investor  shall  so  request  in writing, the Company shall
include  in  such  Registration  Statement  all  or  any part of the Registrable
Securities  such  Investor  requests to be registered, subject to the priorities
set  forth  in  Section  2(d)  below.  No  right  to registration of Registrable
Securities  under this Section 2(c) shall be construed to limit any registration
required  under  Section 2(a) hereof.  The obligations of the Company under this
Section  2(c)  may  be waived by Investors holding a majority of the Registrable
Securities.  If  an offering in connection with which an Investor is entitled to
registration  under  this  Section  2(c)  is an underwritten offering, then each
Investor  whose  Registrable  Securities  are  included  in  such  Registration
Statement  shall,  unless  otherwise  agreed by the Company, offer and sell such
Registrable Securities in an underwritten offering using the same underwriter or
underwriters and, subject to the provisions of this Agreement, on the same terms
and  conditions  as  other  shares of Common Stock included in such underwritten
offering.

     (d)     PRIORITY  IN  PIGGY-BACK  REGISTRATION  RIGHTS  IN  CONNECTION WITH
REGISTRATIONS  FOR  COMPANY ACCOUNT.  If the registration referred to in Section
2(c) is to be an underwritten public offering for the account of the Company and
the  managing  underwriter(s)  advise  the  Company  in  writing,  that in their
reasonable  good  faith  opinion,  marketing  or  other  factors  dictate that a
limitation  on the number of shares of Common Stock which may be included in the
Registration  Statement  is necessary to facilitate and not adversely affect the
proposed  offering,  then  the  Company  shall include in such registration: (i)
first,  all  securities  the  Company proposes to sell for its own account, (ii)
second,  up  to  the full number of securities proposed to be registered for the
account  of  the holders of securities entitled to inclusion of their securities
in the Registration Statement by reason of demand registration rights, and (iii)
third,  the  securities  requested  to  be registered by the Investors and other
holders  of  securities  entitled to participate in the registration, drawn from
them  pro  rata  based  on  the number each has requested to be included in such
registration.

     (e)     ELIGIBILITY  FOR  FORM  S-3.  The  Company  represents,  warrants
covenants  that  it has filed and shall file all reports required to be filed by
the  Company  with  the SEC in a timely manner so as to obtain and maintain such
eligibility  for  the  use  of  Form  S-3.  In  the  event  that Form S-3 is not
available  for sale by the Investors of the Registrable Securities, then (i) the
Company,  with  the  consent  of  each  Investor pursuant to Section 2(a), shall
register  the  sale  of  the Registrable Securities on another appropriate form,
such  as  Form  SB-2  and  (ii)  the  Company  shall  undertake  to register the
Registrable  Securities  on  Form  S-3  as  soon  as  such  form  is  available.


                                        3
<PAGE>
     SECTION  3.     RELATED  OBLIGATIONS.

     Whenever  an  Investor  has  requested  that  any Registrable Securities be
registered  pursuant  to  Section 2(c) hereof, or at such time as the Company is
obligated to file a Registration Statement with the SEC pursuant to Section 2(a)
hereof,  the Company will use its best efforts to effect the registration of the
Registrable  Securities  in  accordance  with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following obligations:

     (a)     The  Company  shall  promptly  prepare  and  file  with  the  SEC a
Registration  Statement  with respect to the Registrable Securities (on or prior
to the Filing Deadline), for the registration of Registrable Securities pursuant
to Section 2(a) and use its best efforts to cause such Registration Statement(s)
relating to Registrable Securities to become effective as soon as possible after
such filing and in any event by the Registration Date, and keep the Registration
Statement(s)  effective pursuant to Rule 415 at all times until the later of (i)
the  date  as  of which the Investors may sell all of the Registrable Securities
without  restriction  pursuant to Rule 144(k) promulgated under the 1933 Act (or
successor  thereto)  or (ii) the date on which (A) the Investors shall have sold
all  the Registrable Securities and (B) none of the Bridge Notes are outstanding
(the  "REGISTRATION  PERIOD"),  which  Registration  Statement(s) (including any
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

     (b)     The  Company  shall  prepare  and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement(s)  and  the  prospectus (es) used in connection with the Registration
Statement(s),  which  prospectus  (es)  are  to  be  filed  pursuant to Rule 424
promulgated  under  the  1933  Act, as may be necessary to keep the Registration
Statement(s)  effective at all times during the Registration Period, and, during
such  period,  comply  with  the  provisions of the 1933 Act with respect to the
disposition  of  all  Registrable  Securities  of  the  Company  covered  by the
Registration  Statement(s) until such time as all of such Registrable Securities
shall  have  been  disposed  of  in  accordance  with  the  intended  methods of
disposition  by  the  seller or sellers thereof as set forth in the Registration
Statement(s).  In  the event the number of shares available under a Registration
Statement  filed  pursuant to this Agreement is insufficient to cover all of the
Registrable  Securities,  the Company shall amend the Registration Statement, or
file  a  new  Registration  Statement  (on the short form available therefor, if
applicable),  or both, so as to cover all of the Registrable Securities, in each
case,  as  soon  as practicable, but in any event within fifteen (15) days after
the necessity therefor arises (based on the market price of the Common Stock and
other  relevant  factors  on  which the Company reasonably elects to rely).  The
Company  shall  use  its  best  efforts  to  cause  such  amendment  and/or  new
Registration  Statement to become effective as soon as practicable following the
filing  thereof.  For  purposes of the foregoing provision, the number of shares
available  under a Registration Statement shall be deemed "insufficient to cover
all  of  the  Registrable  Securities"  if at any time the number of Registrable
Securities  issued or issuable upon conversion of the Bridge Notes together with
the  number  of  Registrable  Securities issued or issuable upon exercise of the
Purchaser  Warrants  and  the  Repricing  Warrants  is greater than the quotient
determined  by  dividing  (i) the number of shares of Common Stock available for
resale  under  such  Registration  Statement by (ii) {1.0}.  For purposes of the
calculation  set  forth  in  the  foregoing  sentence,  any  restrictions on the
convertibility of the Bridge Notes or exercise of the Purchaser Warrants and the
Repricing  Warrants  shall be disregarded and such calculation shall assume that
the  Bridge  Notes  are then convertible into shares of Common Stock at the then
prevailing  Conversion  Price  (as  defined  in  the  Bridge Notes) and that the
Purchaser  Warrants and the Repricing Warrants are exercised at the then current
exercise  price.


                                        4
<PAGE>
     (c)     The  Company  shall  furnish  to  each  Investor  whose Registrable
Securities  are included in the Registration Statement(s) and its legal counsel,
without  charge,  (i) promptly after the same is prepared and filed with the SEC
at  least  one  copy  of  the  Registration Statement and any amendment thereto,
including financial statements and schedules, all documents incorporated therein
by  reference,  and  all  exhibits,  the  prospectus  (es)  included  in  such
Registration  Statement(s)  (including  each  preliminary  prospectus)  and  all
correspondence by or on behalf of the Company to the SEC or the staff of the SEC
and  all  correspondence  from the SEC or the staff of the SEC to the Company or
its  representatives,  related  to such Registration Statement(s), (ii) upon the
effectiveness  of  any Registration Statement, ten (10) copies of the prospectus
included  in  such  Registration  Statement  and  all amendments and supplements
thereto  (or  such  other  number  of  copies  as  such  Investor may reasonably
request),  and (iii) such other documents, including any preliminary prospectus,
as  such  Investor may reasonably request in order to facilitate the disposition
of  the  Registrable  Securities  owned  by  such  Investor.

     (d)     The  Company  shall  use  reasonable  efforts  to  (i) register and
qualify  the  Registrable  Securities  covered  by the Registration Statement(s)
under  such  other  securities  or  "blue sky" laws of such jurisdictions in the
United  States  as  any  Investor  reasonably requests, (ii) prepare and file in
those  jurisdictions,  such amendments (including post-effective amendments) and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for  sale in such jurisdictions; PROVIDED HOWEVER, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (A)  qualify  to do business in any jurisdiction where it would not
otherwise  be  required to qualify but for this Section 3(d) hereof, (B) subject
itself  to  general  taxation  in  any  such jurisdiction, or (C) file a general
consent  to  service  of  process  in  any such jurisdiction.  The Company shall
promptly notify each Investor who holds Registrable Securities of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
registration  or  qualification  of  any  of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or  its  receipt  of  actual  notice  of  the  initiation  or threatening of any
proceeding  for  such  purpose.

     (e)     In  the  event  Investors  who  hold  a majority of the Registrable
Securities  being  offered in the offering select underwriters for the offering,
the  Company  shall enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification  and  contribution  obligations,  with  the underwriters of such
offering.

     (f)     As  promptly as practicable after becoming aware of such event, the
Company  shall notify each Investor in writing of the happening of any event, of
which  the  Company has knowledge, as a result of which, the prospectus included
in  a Registration Statement, as then in effect, includes an untrue statement of
a  material  fact  or  omission  to  state a material fact required to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of  the
circumstances under which they were made, not misleading, and promptly prepare a
supplement  or  amendment  to  the Registration Statement to correct such untrue
statement  or  omission,  and  deliver  ten  (10)  copies  of such supplement or
amendment  to each Investor (or such other number of copies as such Investor may
reasonably  request).  The  Company  shall also promptly notify each Investor in
writing  (i)  when  a  prospectus or any prospectus supplement or post-effective
amendment  has  been  filed,  and  when  a  Registration  Statement  or  any
post-effective  amendment  has  become  effective  (notification  of  such
effectiveness  shall  be delivered to each Investor by facsimile on the same day
of such effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments  or  supplements to a Registration Statement or related prospectus or
related  information, and (iii) of the Company's reasonable determination that a
post-effective  amendment  to  a  Registration  Statement  would be appropriate.


                                        5
<PAGE>
     (g)     The  Company  shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or  the suspension of the qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  and,  if  such an order or suspension is issued, to
obtain  the  withdrawal  of  such  order  or suspension at the earliest possible
moment,  and to notify each Investor who holds Registrable Securities being sold
(and,  in  the  event of an underwritten offering, the managing underwriters) of
the  issuance of such order and the resolution thereof, or its receipt of actual
notice  of  the  initiation, or threatened initiation of any proceeding for such
purpose.

     (h)     The  Company shall permit each Investor a single firm of counsel or
such  other counsel as thereafter designated as selling stockholders' counsel by
the  Investors  who hold a majority of the Registrable Securities being sold, to
review  and  comment  upon  the Registration Statement(s) and all amendments and
supplements  thereto at least seven (7) days prior to their filing with the SEC,
and  not  file  any document in a form to which such counsel reasonably objects.
The  Company shall not submit a request for acceleration of the effectiveness of
a  Registration  Statement(s) or any amendment or supplement thereto without the
prior  approval  of  such  counsel,  which  consent  shall  not  be unreasonably
withheld.

     (i)     At  the  request  of  the  Investors  who  hold  a  majority of the
Registrable  Securities  being sold, the Company shall furnish, on the date that
Registrable  Securities  are  delivered  to  an underwriter, if any, for sale in
connection  with the Registration Statement (i) if required by an underwriter, a
letter,  dated  such  date,  from  the  Company's  independent  certified public
accountants  in  form  and  substance  as  is  customarily  given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed  to  the  underwriters, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope,  and  substance  as is customarily given in an underwritten public
offering,  addressed  to  the  underwriters  and  the  Investors.

     (j)     The  Company  shall  make  available  for  inspection  by  (i)  any
Investor,  (ii)  any  underwriter participating in any disposition pursuant to a
Registration  Statement, (iii) one firm of attorneys and one firm of accountants
or  other  agents  retained  by  the  Investors,  and (iv) one firm of attorneys
retained by all such underwriters (collectively, the "INSPECTORS") all pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "RECORDS"),  as  shall  be  reasonably deemed
necessary  by  each  Inspector  to  enable  each  Inspector  to exercise its due
diligence  responsibility,  and  cause  the  Company's  officers, directors, and
employees  to  supply all information which any Inspector may reasonably request
for  purposes  of such due diligence PROVIDED HOWEVER, that each Inspector shall
hold  in  strict  confidence  and  shall  not  make any disclosure (except to an
Investor) or use of any Record or other information which the Company determines
in  good faith to be confidential, and of which determination the Inspectors are
so  notified, unless (A) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (B) the release of such Records is ordered pursuant
to  a final, non-appealable subpoena or order from a court or government body of
competent  jurisdiction,  or  (C)  the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any other agreement.  Each Investor agrees that it shall, upon learning that
disclosure  of  such  Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company
and  allow  the  Company,  at  its  expense,  to undertake appropriate action to
prevent  disclosure  of, or to obtain a protective order for, the Records deemed
confidential.


                                        6
<PAGE>
     (k)     The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure in violation of this or any other agreement.
The  Company  agrees  that  it  shall,  upon  learning  that  disclosure of such
information  concerning  an  Investor is sought in or by a court or governmental
body  of  competent  jurisdiction  or  through  other means, give prompt written
notice  to  such Investor and allow such Investor, at the Investor's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order  for,  such  information.

     (l)     The  Company shall use its best efforts either to (i) cause all the
Registrable  Securities covered by a Registration Statement to be listed on each
national  securities  exchange  on  which securities of the same class or series
issued  by  the  Company  are  then  listed,  if  any,  if  the  listing of such
Registrable  Securities is then permitted under the rules of such exchange, (ii)
to secure designation and quotation of all the Registrable Securities covered by
the  Registration Statement on the NASDAQ [NATIONAL SMALL CAP] Market, (iii) if,
despite  the Company's best efforts to satisfy the preceding clause (i) or (ii),
the  Company  is  unsuccessful in satisfying the preceding clause (i) or (ii) to
secure the inclusion for quotation on the NASDAQ [NATIONAL SMALL CAP] Market for
such  Registrable  Securities or, (iv) if, despite the Company's best efforts to
satisfy  the  preceding  clause (iii), the Company is unsuccessful in satisfying
the  preceding  clause  (iii),  to  secure  the  inclusion  for quotation on the
over-the-counter  market  for such Registrable Securities, and, without limiting
the generality of the foregoing, in the case of clause (iii) or (iv), to arrange
for  at  least  two  market  makers to register with the National Association of
Securities  Dealers,  Inc.  ("NASD")  as  such  with respect to such Registrable
Securities.  The  Company  shall  pay  all  fees and expenses in connection with
satisfying  its  obligation  under  this  Section  3(1).

     (m)     The Company shall cooperate with the Investors who hold Registrable
Securities being offered and, to the extent applicable, any managing underwriter
or  underwriters,  to  facilitate  the  timely  preparation  and  delivery  of
certificates  (not  bearing any restrictive legend) representing the Registrable
Securities  to  be  offered pursuant to a Registration Statement and enable such
certificates  to be in such denominations or amounts, as the case may be, as the
managing  underwriter  or  underwriters,  if  any,  or,  if there is no managing
underwriter or underwriters, the Investors may reasonably request and registered
in  such  names  as  the  managing  underwriter  or underwriters, if any, or the
Investors  may  request.  Not  later  than  the  date  on which any Registration
Statement  registering  the  resale  of  Registrable  Securities  is  declared
effective,  the  Company  shall  deliver  to  its  transfer  agent instructions,
accompanied  by any reasonably required opinion of counsel, that permit sales of
unlegended  securities  in  a  timely  fashion  that complies with then mandated
securities  settlement  procedures  for  regular  way  market  transactions.


                                        7
<PAGE>
     (n)     The  Company  shall  take all other reasonable actions necessary to
expedite  and  facilitate disposition by the Investors of Registrable Securities
pursuant  to  a  Registration  Statement.

     (o)     The  Company  shall  provide  a transfer agent and registrar of all
such  Registrable  Securities  not  later  than  the  effective  date  of  such
Registration  Statement.

     (p)     If  requested  by  the  managing  underwriters  or an Investor, the
Company  shall  immediately  incorporate  in  a  prospectus  supplement  or
post-effective  amendment  such information as the managing underwriters and the
Investors agree should be included therein relating to the sale and distribution
of  Registrable  Securities,  including,  without  limitation,  information with
respect to the number of Registrable Securities being sold to such underwriters,
the purchase price being paid therefor by such underwriters, and with respect to
any  other  terms of the underwritten (or best efforts underwritten) offering of
the  Registrable  Securities  to  be  sold  in  such offering; make all required
filings  of  such  prospectus  supplement or post-effective amendment as soon as
notified  of  the  matters  to  be incorporated in such prospectus supplement or
post-effective  amendment; and supplement or make amendments to any Registration
Statement  if  requested by a shareholder or any underwriter of such Registrable
Securities.

     (q)     The  Company  shall  use  its best efforts to cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

     (r)     The Company shall otherwise use its best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

     SECTION  4.     OBLIGATIONS  OF  THE  INVESTORS.

     (a)     At  least seven (7) days prior to the first anticipated filing date
of the Registration Statement, the Company shall notify each Investor in writing
of the information the Company requires from each such Investor if such Investor
elects  to  have  any  of such Investor's Registrable Securities included in the
Registration Statement.  It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to  the Registrable Securities of a particular Investor that such Investor shall
furnish  to  the  Company  such  information  regarding  itself, the Registrable
Securities held by it, and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of  such  Registrable Securities, and shall execute such documents in connection
with  such  registration  as  the  Company  may  reasonably  request.

     (b)     Each  Investor  by  such  Investor's  acceptance of the Registrable
Securities  agrees  to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of the Registration
Statement(s) hereunder, unless such Investor has notified the Company in writing
of  such  Investor's  election  to  exclude  all  of such Investor's Registrable
Securities  from  the  Registration  Statement.


                                        8
<PAGE>
     (c)     In  the  event  Investors  holding  a  majority  of the Registrable
Securities  being registered determine to engage the services of an underwriter,
each Investor agrees to enter into and perform such Investor's obligations under
an  underwriting  agreement,  in  usual  and  customary form, including, without
limitation,  customary  indemnification  and  contribution obligations, with the
managing  underwriter  of  such  offering  and  take  such  other actions as are
reasonably  required  in  order to expedite or facilitate the disposition of the
Registrable  Securities, unless such Investor notifies the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's  Registrable
Securities  from  the  Registration  Statement(s).

     (d)     Each  Investor  agrees  that,  upon  receipt of any notice from the
Company  of  the happening of any event of the kind described in Section 3(g) or
the  first  sentence  of  3(f),  such  Investor  will  immediately  discontinue
disposition  of Registrable Securities pursuant to the Registration Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of  the  supplemented  or amended prospectus contemplated by Section 3(g) or the
first  sentence  of 3(f) and, if so directed by the Company, such Investor shall
deliver  to the Company (at the expense of the Company) or destroy all copies in
such  Investor's  possession,  of  the  prospectus  covering  such  Registrable
Securities  current  at  the  time  of  receipt  of  such  notice.

     (e)     No  Investor  may  participate  in  any  underwritten  registration
hereunder  unless  such  Investor (i) agrees to sell such Investor's Registrable
Securities  on  the  basis provided in any underwriting arrangements approved by
the  Investors  entitled  hereunder to approve such arrangements, (ii) completes
and  executes  all questionnaires, powers of attorney, indemnities, underwriting
agreements,  and  other  documents  reasonably  required under the terms of such
underwriting  arrangements,  and  (iii)  agrees to pay its pro rata share of all
underwriting  discounts  and  commissions.

     SECTION  5.     EXPENSES  OF  REGISTRATION.

     All reasonable expenses, other than underwriting discounts and commissions,
incurred  in  connection with registrations, filings, or qualifications pursuant
to  Sections  2  and 3, including, without limitation, all registration, listing
and  qualifications  fees, printers and printing fees, accounting fees, and fees
and  disbursements  of counsel for the Company and fees and disbursements of one
counsel  for  the  Investors,  shall  be  borne  by  the  Company.

     SECTION  6.     INDEMNIFICATION.

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:

     (a)     To  the  fullest  extent  permitted  by  law, the Company will, and
hereby  does,  indemnify, hold harmless, and defend each Investor who holds such
Registrable  Securities,  the  directors, officers, partners, employees, agents,
and  each  Person,  if  any, who controls any Investor within the meaning of the
1933  Act  or  the Securities Exchange Act of 1934, as amended (the "1934 ACT"),
and  any  underwriter  (as  defined  in the 1933 Act) for the Investors, and the
directors  and  officers  of,  and  each  Person, if any, who controls, any such
underwriter  within  the  meaning  of  the  1933  Act  or the 1934 Act (each, an
"INDEMNIFIED  PERSON"),  against  any  losses,  claims,  damages,  liabilities,
judgments,  fines,  penalties,  charges, costs, attorneys' fees, amounts paid in
settlement  or  expenses, joint or several, (collectively, "CLAIMS") incurred in
investigating,  preparing,  or  defending  any  action,  claim,  suit,  inquiry,
proceeding,  investigation,  or appeal taken from the foregoing by or before any
court  or  governmental, administrative, or other regulatory agency, body or the
SEC,  whether  pending  or threatened, whether or not an indemnified party is or
may  be a party thereto ("INDEMNIFIED DAMAGES"), to which any of them may become
subject  insofar as such Claims (or actions or proceedings, whether commenced or


                                        9
<PAGE>
threatened,  in respect thereof) arise out of or are based upon:  (i) any untrue
statement  or  alleged  untrue  statement  of  a material fact in a Registration
Statement  or  any  post-effective  amendment  thereto  or in any filing made in
connection  with the qualification of the offering under the securities or other
"blue  sky" laws of any jurisdiction in which Registrable Securities are offered
("BLUE  SKY  FILING"),  or  the omission or alleged omission to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light of the circumstances under which the statements therein were made, not
misleading,  (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or  supplemented,  if  the  Company  files  any  amendment thereof or supplement
thereto  with  the SEC) or the omission or alleged omission to state therein any
material  fact  necessary  to  make the statements made therein, in light of the
circumstances  under which the statements therein were made, not misleading, or,
(iii)  any  violation  or  alleged violation by the Company of the 1933 Act, the
1934  Act,  any  other  law, including, without limitation, any state securities
law,  or  any rule or regulation thereunder relating to the offer or sale of the
Registrable  Securities pursuant to a Registration Statement (the matters in the
foregoing clauses (i) through (iii) being, collectively, "VIOLATIONS").  Subject
to  the  restrictions  set  forth  in Section 6(d) with respect to the number of
legal  counsel,  the  Company  shall  reimburse  the  Investors  and  each  such
underwriter  or  controlling  person, promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred by
them  in  connection  with  investigating  or  defending  any  such  Claim.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement  contained  in  this  Section  6(a):  (i)  shall  not apply to a Claim
arising  out  of  or based upon a Violation which occurs in reliance upon and in
conformity  with  information  furnished  in  writing  to  the  Company  by  any
Indemnified  Person or underwriter for such Indemnified Person expressly for use
in  connection  with  the  preparation of the Registration Statement or any such
amendment  thereof  or  supplement  thereto,  if such prospectus was timely made
available  by  the  Company  pursuant  to Section 3(c); (ii) with respect to any
preliminary  prospectus,  shall not inure to the benefit of any such person from
whom  the  person  asserting any such Claim purchased the Registrable Securities
that  are  the subject thereof (or to the benefit of any person controlling such
person)  if  the  untrue  statement or mission of material fact contained in the
preliminary  prospectus  was  corrected  in  the  prospectus, as then amended or
supplemented,  if  such  prospectus  was  timely  made  available by the Company
pursuant  to  Section  3(c),  and the Indemnified Person was promptly advised in
writing  not  to  use the incorrect prospectus prior to the use giving rise to a
violation  and  such Indemnified Person, notwithstanding such advice, used (iii)
shall  not  be  available  to the extent such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by
the Company, and (iv) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company,
which  consent  shall not be unreasonably withheld.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  Indemnified  Person  and  shall  survive  the  transfer  of the Registrable
Securities  by  the  Investors  pursuant  to  Section  9.

     (b)     In  connection with any Registration Statement in which an Investor
is  participating,  each  such  Investor  agrees  to  severally  and not jointly
indemnify,  hold  harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
or  Indemnified  Damages to which any of them may become subject, under the 1933


                                       10
<PAGE>
Act,  the  1934  Act, or otherwise, insofar as such Claim or Indemnified Damages
arise  out  of  or are based upon any Violation, in each case to the extent, and
only  to  the  extent,  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information furnished to the Company by such Investor
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(d),  such  Investor  will  reimburse  any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  PROVIDED  HOWEVER,  that the indemnity agreement contained in this
Section  6(b) and Section 7 shall not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Investor,  which  consent  shall  not be unreasonably withheld; PROVIDED FURTHER
HOWEVER, that the Investor shall be liable under this Section 6(b) for only that
amount  of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the transfer of the Registrable Securities by the Investors
pursuant  to  Section  9.  Notwithstanding  anything  to  the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as  then  amended  or  supplemented.

     (c)     The  Company  shall  be  entitled  to  receive  indemnities  from
underwriters,  selling brokers, dealer managers, and similar securities industry
professionals  participating in any distribution, to the same extent as provided
above,  with  respect  to  information  such  persons  so  furnished  in writing
expressly  for  inclusion  in  the  Registration  Statement.

     (d)     Promptly  after  receipt  by  an  Indemnified Person or Indemnified
Party  under  this  Section  6  of  notice  of the commencement of any action or
proceeding  (including  any governmental action or proceeding) involving a Claim
such  Indemnified  Person  or  Indemnified  Party  shall,  if a Claim in respect
thereof  is  to  be  made  against  any indemnifying party under this Section 6,
deliver  to  the indemnifying party a written notice of the commencement thereof
and  the  indemnifying party shall have the right to participate in, and, to the
extent  the  indemnifying  party so desires, jointly with any other indemnifying
party  similarly  noticed, to assume control of the defense thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; PROVIDED HOWEVER, that an Indemnified
Person  or Indemnified Party shall have the right to retain its own counsel with
the  fees  and  expenses  to  be  paid  by  the  indemnifying  party, if, in the
reasonable  opinion  of  counsel  retained  by  the  indemnifying  party,  the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented by such counsel in such proceeding.  The Company shall
pay  reasonable  fees for only one separate legal counsel for the Investors, and
such  legal  counsel  shall  be  selected by the Investors holding a majority in
interest of the Registrable Securities included in the Registration Statement to
which  the  Claim  relates.  The  Indemnified  Party or Indemnified Person shall
cooperate  fully  with the indemnifying party in connection with any negotiation
or  defense  of  any  such  action  or claim by the indemnifying party and shall
furnish  to  the  indemnifying party all information reasonably available to the
Indemnified  Party  or Indemnified Person which relates to such action or claim.
The  indemnifying  party  shall keep the Indemnified Party or Indemnified Person
fully  apprised  at  all times as to the status of the defense or any settlement
negotiations  with  respect  thereto.  No indemnifying party shall be liable for


                                       11
<PAGE>
any  settlement  of any action, claim or proceeding effected without its written
consent,  PROVIDED  HOWEVER,  that the indemnifying party shall not unreasonably
withhold,  delay or condition its consent.  No indemnifying party shall, without
the  consent of the Indemnified Party or Indemnified Person, consent to entry of
any  judgment  or  enter  into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such Indemnified Party or Indemnified Person of a release from all liability
in  respect  to such claim or litigation.  Following indemnification as provided
for  hereunder,  the indemnifying party shall be subrogated to all rights of the
Indemnified  Party  or  Indemnified  Person  with  respect to all third parties,
firms, or corporations relating to the matter for which indemnification has been
made.  The  failure to deliver written notice to the indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.

     (e)     The  indemnification  required  by  this Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

     (f)     The  indemnity  agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     SECTION  7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law;  PROVIDED HOWEVER, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation, and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.

     SECTION  8.     REPORTS  UNDER  THE  1934  ACT.

     With  a  view to making available to the Investors the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that may at any time permit the investors to sell securities of the Company
to  the  public  without  registration  ("RULE  144"),  the  Company  agrees to:

     (a)     Make  and  keep  public  information  available, as those terms are
understood  and  defined  in  Rule  144;

     (b)     file  with  the  SEC  in  a  timely  manner  all  reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the  Company  remains  subject  to  such  requirements (it being understood that
nothing  herein  shall limit the Company's obligations under Section ____ of the
Purchase  Agreement)  and  the  filing  of  such  reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

     (c)     furnish  to each Investor so long as such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has  complied with the reporting requirements of Rule 144, the 1933 Act, and
the  1934  Act, (ii) a copy of the most recent annual or quarterly report of the
Company  and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the investors to
sell  such  securities  pursuant  to  Rule  144  without  registration.


                                       12
<PAGE>
     SECTION  9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights to have the Company register Registrable Securities pursuant to
this  Agreement  shall  be  automatically  assignable  by  the  Investors to any
transferee  of all or any portion of Registrable Securities if: (i) the Investor
agrees  in  writing with the transferee or assignee to assign such rights, and a
copy  of  such  agreement  is  furnished to the Company within a reasonable time
after  such assignment; (ii) the Company is, within a reasonable time after such
transfer  or  assignment,  furnished  with  written  notice  of (A) the name and
address  of  such transferee or assignee, and (B) the securities with respect to
which  such  registration  rights  are  being  transferred  or  assigned;  (iii)
immediately  following  such  transfer  or assignment the further disposition of
such  securities  by the transferee or assignee is restricted under the 1933 Act
and  applicable  state  securities  laws; (iv) at or before the time the Company
receives  the  written  notice  contemplated by clause (ii) of this sentence the
transferee  or assignee agrees in writing with the Company to be bound by all of
the  provisions  contained  herein;  (v)  such  transfer shall have been made in
accordance with the applicable requirements of the Purchase Agreement; (vi) such
transferee shall be an "accredited investor" as that term is defined in Rule 501
of  Regulation  D  promulgated  under  the  1933 Act; and (vii) in the event the
assignment  occurs  subsequent  to the date of effectiveness of the Registration
Statement  required  to be filed pursuant to Section 2(a), the transferee agrees
to  pay  all  reasonable expenses of amending or supplementing such Registration
Statement  to  reflect  such  assignment.

     SECTION  10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Investors
who  hold  two-thirds  of  the  Registrable Securities.  Any amendment or waiver
effected  in accordance with this Section 10 shall be binding upon each Investor
and  the  Company.

     SECTION  11.     MISCELLANEOUS.

     (a)     A  person  or  entity  is  deemed  to  be  a  holder of Registrable
Securities  whenever  such  person  or  entity  owns  of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices, or
elections  from  two  or  more  persons  or  entities  with  respect to the same
Registrable  Securities,  the  Company shall act upon the basis of instructions,
notice,  or  election  received  from  the  registered owner of such Registrable
Securities.

     (b)     Any  notices consents, waivers, or other communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed
by  U.S.  certified  mail,  return receipt requested; (iii) three (3) days after
being sent by U.S. certified mall, return receipt requested, or (iv) one (1) day
after  deposit  with a nationally recognized overnight delivery service, in each
case  properly  addressed  to  the party to receive the same.  The addresses and
facsimile  numbers  for  such  communications  shall  be:


                                       13
<PAGE>
     If  to  the  Company:     The  Tracker  Corporation  of  America
                               180  Dundas  Street  West,  24th  Floor
                               Toronto,  Ontario
                               Canada  M5G  1Z8
                               Attn:
                               Telephone:  (416)  593-2604
                               Facsimile:  ()
     with  a  copy  (which  shall  not  constitute  notice)  to:

                               _________________,  Esq.


                               Telephone:  (   )
                               Facsimile:  (   )

     If  to  a Purchaser, to its address and facsimile number on the Schedule of
Purchasers, with copies to such Purchaser's counsel as set forth on the Schedule
of  Purchasers.  Each  party shall provide five (5) days prior written notice to
the  other  party  of  any  change  in  address  or  facsimile  number.

     (c)     Failure  of  any  party  to exercise any right or remedy under this
Agreement  or  otherwise,  delay  by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     (d)     This  Agreement  shall be governed by and interpreted in accordance
with  the  laws  of  the  State  of  _______ without regard to the principles of
conflict  of  laws.  If  any  provision  of  this  Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or  the  validity  or  enforceability  of  any  provision  of this
Agreement  in  any  other  jurisdiction.

     (e)     This  Agreement  and  the  Purchase Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There  are  no  restrictions,  promises,  warranties, or undertakings,
other  than  those  set forth or referred to herein and therein.  This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect  to  the  subject  matter  hereof.

     (f)     Subject  to  the  requirements  of  Section 9, this Agreement shall
inure  to  the  benefit  and of and be binding upon the permitted successors and
assigns  of  each  of  the  parties  hereto.

     (g)     The  headings  in  this  Agreement are for convenience of reference
only  and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

     (h)     This  Agreement  may  be  executed  in  two  or  more  identical
counterparts,  each  of which shall be deemed an original but all of which shall
constitute  one  and  the  same  agreement.  This  Agreement, once executed by a
party, may be delivered to the other party hereto by facsimile transmission of a
copy  of  this  Agreement  bearing the signature of the party so delivering this
Agreement.


                                       14
<PAGE>
     (i)     Each party shall do and perform, or cause to be done and performed,
all  such  further acts and things, and shall execute and deliver all such other
agreements,  certificates,  instruments,  and  documents, as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.


                                       15
<PAGE>
                             COMPANY SIGNATURE PAGE
                                       TO
                          REGISTRATION RIGHTS AGREEMENT

     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.

                                           COMPANY:

                                           THE  TRACKER  CORPORATION  OF
                                           AMERICA

                                           By:__________________________________
                                              Name,  Title


                    [Purchasers Signature on Following Pages]


                                       16
<PAGE>
                            PURCHASER SIGNATURE PAGE
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


                                           PURCHASER:

                                           By:__________________________________

                                           Name:________________________________

                                           Title:_______________________________

<TABLE>
<CAPTION>
PURCHASER NAME ("PURCHASER")
ADDRESS AND
FACSIMILE NUMBER
--------------------------------------------------------------------------------
<S>                           <C>

SECURITIES PURCHASED          $____________
--------------------------------------------------------------------------------
PURCHASE PRICE                 _________________________________________
--------------------------------------------------------------------------------
PURCHASER'S LEGAL COUNSEL      _________________________________________
ADDRESS AND
FACSIMILE NUMBER               _________________________________________

                               _________________________________________

                               _________________________________________
--------------------------------------------------------------------------------
</TABLE>


                                       17
<PAGE>

                                    EXHIBIT E

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                            FORM OF ESCROW AGREEMENT

Form  Attached  hereto.


<PAGE>
                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (the "ESCROW AGREEMENT"), is made and entered into as
of August 6, 1999, by and between THE TRACKER CORPORATION OF AMERICA, a Delaware
corporation  (the  "COMPANY"), and the Persons listed on the Purchaser Signature
Pages attached hereto (each of whom is individually referred to as a "PURCHASER"
and  all of whom collectively are referred to as the "PURCHASERS"), and SUNTRUST
BANK, ATLANTA, a Georgia banking corporation, as Escrow Agent hereunder ("ESCROW
AGENT").
                                   BACKGROUND

     The  Company  has engaged Sovereign Capital Advisors, LLC, a Nevada limited
liability  company ("SOVEREIGN") to assist it in locating qualified investors to
purchase  up to $3,000,000 in original principal amount of convertible, secured,
Series  1 Bridge Notes of the Company (the "SECURITIES"), pursuant to a Series 1
Bridge  Note  Purchase  and  Security  Agreement  (the  "PURCHASE  AGREEMENT").
Pursuant to the Purchase Agreement, Purchasers are required to deliver to Escrow
Agent full payment of the purchase price of the Securities purchased at the time
such  Purchasers  execute  the  Purchase Agreement (the "ESCROW FUNDS").  Escrow
Agent  shall  accept,  hold, and disburse the Escrow Funds deposited with Escrow
Agent  in  accordance  with  the  terms  of  this Escrow Agreement.  There is no
minimum  amount  of  Escrow  Funds which must be held by Escrow Agent before the
Escrow  Agent  may  disburse  Escrow  Funds to the Company pursuant to a Release
Notice  meeting  all  of  the  terms  and  conditions  set  forth  herein.

                                    AGREEMENT

     For  good  and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, the parties hereto, for themselves, their successors,
and  assigns,  hereby  agree  as  follows:

     SECTION  1.     DEFINITIONS.

     The  following  terms  shall  have the following meanings when used herein:

     "CASH  INVESTMENT"  means  the  purchase  price  of  the  Securities  to be
purchased  by  any  Purchaser as set forth on the signature page to the Purchase
Agreement  executed  by  such  Purchaser.

     "CASH INVESTMENT INSTRUMENT" means a wire transfer of immediately available
funds  deposited  in the "The Tracker Corporation of America-Escrow Account," in
full  payment  of  the  purchase  price of the Securities to be purchased by any
Purchaser  as set forth on the signature page to the Purchase Agreement executed
by  such  Purchaser.

     "ESCROW  FUNDS"  means the Cash Investments deposited with the Escrow Agent
pursuant  to  this  Escrow  Agreement.

     "RELEASE  NOTICE"  shall  mean  a  written  notification,  or  written
notifications, if more than one, signed by the Company which shall indicate: (a)
the  name and address, the Securities purchased, and the Cash Investment of each
Purchaser,  (b) any withdrawal of a subscription by the Purchaser, (c) any other
termination, for whatever reason, of a subscription, and (d) a closing statement
which  identifies  the total proceeds from the sale of the Securities, the fees,
reimbursable  costs, and expenses of Sovereign and counsel to Sovereign, and the
instructions  for  disbursement  of  the  Escrow  Fund.


                                        1
<PAGE>
     SECTION  2.     APPOINTMENT  OF  AND  ACCEPTANCE  BY  ESCROW  AGENT.

     The  Company  and Purchasers hereby appoint Escrow Agent to serve as Escrow
Agent  hereunder, and Escrow Agent hereby accepts such appointment in accordance
with  the  terms  of  this  Escrow  Agreement.  The Company agrees that prior to
commencement of the offering to Purchasers, the Company shall request in writing
that Escrow Agent shall establish the "The Tracker Corporation of America-Escrow
Account,"  as  more  particularly  described in Section 3(a) hereto (the "ESCROW
ACCOUNT")  into  which  the Cash Investment Instruments from Purchasers shall be
deposited.  Escrow  Agent  agrees to establish the Escrow Account promptly after
such  request  and  after  the  Escrow Agent shall have received all information
reasonably requested from the Company and Sovereign.  Escrow Agent is authorized
to  rely on written communications from Sovereign concerning all matters related
to  this  Escrow Agreement, provided, that Sovereign shall not have the power to
waive  any  conditions or to modify or amend the terms of this Escrow Agreement,
without  express authorization of the Company or Purchasers and Escrow Agent, as
the  case  may  be.

     SECTION  3.     DEPOSITS  INTO  ESCROW.

     (a)     All  Cash Investment Instruments from Purchasers shall be deposited
into  the  Escrow  Account  described  below:

<TABLE>
<CAPTION>
Bank:                                        SunTrust Bank, Atlanta
<S>                                     <C>
Corporate Trust Department
ABA Routing No.:                             061000104
Center:                                      008
Account No.:                                 9088000008
Attn:                                        Rebecca Fischer
Re:                                          The Tracker Corporation of America-
                                             Escrow Account
</TABLE>

ALL  ESCROW  FUNDS  DEPOSITED IN THE ESCROW ACCOUNT SHALL REMAIN THE PROPERTY OF
THE  PURCHASERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT
TO  ANY  LIEN  OR  CHARGE  BY  ESCROW  AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS
AGAINST  THE  COMPANY UNTIL RELEASED TO THE COMPANY IN ACCORDANCE WITH SECTION 5
HEREOF.

     (b)     Purchasers  will  transmit  Escrow  Funds  by  wire transfer.  Wire
transfers  are  subject  to  collection  requirements  of  presentment and final
payment.  Escrow  Funds  in the Escrow Account cannot be drawn upon or disbursed
until such time as final payment has been made and all of the wire transfers are
no  longer  subject  to dishonor.  Upon receipt, Escrow Agent shall process each
Cash  Investment  Instrument  for  collection, and the proceeds thereof shall be
held  as  part  of the Escrow Funds until disbursed in accordance with Section 5
hereof.  If,  upon  presentment  for  payment, any Cash Investment Instrument is
dishonored,  Escrow  Agent's  sole  obligation shall be to notify the Company of
such  dishonor  and  to  return  such  Cash  Investment Instrument to Purchaser.
Notwithstanding  the foregoing, if for any reason any Cash Investment Instrument
is  uncollectible after payment of the Escrow Funds represented thereby has been
made by Escrow Agent in accordance with this Escrow Agreement, the Company shall
immediately  reimburse  Escrow  Agent  upon receipt from Escrow Agent of written
notice  thereof.

     (c)     All  Cash  Investment  Instruments  shall  be immediately available
Escrow  Funds sent by wire transfer to the Escrow Account and Escrow Agent shall
not  be  obligated  to  accept,  or  present  for  payment,  any Cash Investment
Instrument  that  is  not  payable  in  that  manner.


                                        2
<PAGE>
     SECTION  4.     OTHER  INFORMATION  TO  BE  FURNISHED  TO  ESCROW  AGENT.

     The  Company  shall,  on the date hereof, provide to Escrow Agent the name,
taxpayer  identification  number,  address, and such other information as may be
required  for  withholding  and  reporting purposes such as either U.S. Treasury
Department  Form  W-9  or another applicable form, e.g., W-8 for each Purchaser.

     SECTION  5.     DISBURSEMENTS  OF  ESCROW  FUNDS.

     (a)     RELEASE  NOTICE  UPON  COMPLETION  OF  OFFERING.  Subject  to  the
provisions  of Section 13 hereof, Escrow Agent shall disburse the amounts in the
Escrow Account as directed in a Release Notice, by wire transfer, promptly after
receipt  of a Release Notice from Company.  Notwithstanding the foregoing Escrow
Agent  shall  not  be obligated to disburse the Escrow Funds if Escrow Agent has
grounds  to believe that (a) Cash Investment Instruments have not been received,
deposited with, and collected by the Escrow Agent in an amount at least equal to
the  amount  specified  in  the  Release  Notice  or  (b)  the Release Notice is
materially  incorrect  or  incomplete.

     (b)     REJECTION  OF  ANY SUBSCRIPTION OR TERMINATION OF THE OFFERING.  No
later  than  fifteen (15) business days after receipt by Escrow Agent of written
notice  (i)  from  the Company or Sovereign that the Company intends to reject a
Purchaser's  subscription, or (ii) from the Company or Sovereign that there will
be no closing of the sale of Securities to Purchasers, Escrow Agent shall pay to
the  applicable Purchasers, by certified or bank check sent by first class mail,
the  amount  of  the Cash Investment paid by each Purchaser, without interest or
deduction.

     (c)     EXPIRATION  OF  OFFERING  PERIOD.  Notwithstanding  anything to the
contrary  contained  herein,  if  Escrow Agent shall not have received a Release
Notice  for the First Closing on or before August 19, 1999, and a Release Notice
for the final closing on or before February 19, 1999, Escrow Agent shall, within
fifteen  (15)  business  days  after  each  such  date  and  without any further
instruction  or  direction  from  Sovereign  or  the  Company,  return  to  each
Purchaser,  by  certified  or  bank  check  sent  by first class mail, all their
respective  Cash  Investments  then  held  by  Escrow  Agent.

     SECTION  6.     PROVISIONS  FOR  BENEFIT  OF  ESCROW  AGENT.

     (a)     Escrow  Agent  undertakes  to  perform  only  such  duties  as  are
expressly  set  forth  herein,  and no additional duties or obligations shall be
implied  hereunder.  In  performing  its  duties under this Escrow Agreement, or
upon  the  claimed  failure to perform any of its duties hereunder, Escrow Agent
shall  not be liable to anyone for any damages, losses, or expenses which may be
incurred  as  a  result of Escrow Agent so acting or failing to so act; PROVIDED
HOWEVER,  Escrow  Agent shall not be relieved from liability for damages arising
out  of  its  proven  gross  negligence  or willful misconduct under this Escrow
Agreement.  Escrow  Agent  shall in no event incur any liability with respect to
(i)  any  action taken or omitted to be taken in good faith upon advice of legal
counsel,  which  may  be  counsel to any party hereto, given with respect to any
question  relating to the duties and responsibilities of Escrow Agent hereunder,
or  (ii)  any  action  taken  or  omitted  to  be  taken in reliance upon any in
instrument  delivered  to  Escrow  Agent and believed by it to be genuine and to
have  been  signed  or  presented  by the proper party or parties.  Escrow Agent
shall  not  be bound in any way by any agreement or contract between the Company
and  Purchaser,  whether or not Escrow Agent has knowledge of any such agreement
or  contract.


                                        3
<PAGE>
     (b)     The  Company  and  Purchasers each warrant to and agree with Escrow
Agent that, unless otherwise expressly set forth in this Escrow Agreement, there
is  no  security interest in the Escrow Funds or any part of the Escrow Account;
no  financing statement under the Uniform Commercial Code of any jurisdiction is
on  file  in  any  jurisdiction  claiming  a security interest in or describing,
whether  specifically  or  generally, the Escrow Funds or any part of the Escrow
Funds;  and  the  Escrow  Agent  shall  have  no  responsibility  at any time to
ascertain whether or not any security interest exists in the Escrow Funds or any
part  of  the  Escrow Funds or to file any financing statement under the Uniform
Commercial Code of any jurisdiction with respect to the Escrow Funds or any part
thereof.

     SECTION  7.     SUSPENSION  OF  PERFORMANCE  OR  DISBURSEMENT  INTO  COURT.

     (a)     As  an additional consideration for and as an inducement for Escrow
Agent  to  act  hereunder, it is understood and agreed that, in the event of any
disagreement  between  the parties to this Escrow Agreement or among them or any
other person(s) resulting in adverse claims and demands being made in connection
with  or  for any money or other property involved in or affected by this Escrow
Agreement,  Escrow  Agent shall be entitled to refuse to comply with the demands
of  such  parties,  or  any  of such parties, so long as such disagreement shall
continue.  In  such  event,  Escrow  Agent  shall  make  no  delivery  or  other
disposition  of  the  Escrow  Funds  or any part of such Escrow Funds.  Anything
herein  to  the  contrary  notwithstanding,  Escrow Agent shall not be or become
liable  to such parties or any of them for the failure of Escrow Agent to comply
with  the conflicting or adverse demands of such parties or any of such parties.
Escrow  Agent  shall be entitled to continue to refrain and refuse to deliver or
otherwise  dispose  of  the Escrow Funds or any part thereof or to otherwise act
hereunder,  as  stated  above,  unless and until: (a) the rights of such parties
have  been finally settled by binding arbitration or duly adjudicated in a court
having  jurisdiction  of the parties and the Escrow Funds and Escrow Agent shall
have  received  written  notice  thereof  OR  (b)  the  parties  have reached an
agreement  resolving their differences and have notified Escrow Agent in writing
of  such agreement and have provided Escrow Agent with indemnity satisfactory to
Escrow  Agent  pursuant  to  Section 12 hereof against any liability, claims, or
damages  resulting  from  compliance  by  Escrow  Agent  with  such  agreement.

     (b)     In  the  event  of a disagreement between such parties as described
above,  Escrow  Agent  shall have the right, in addition to the rights described
above  and at the option of Escrow Agent, to tender into the registry or custody
of  any  court having jurisdiction, all money and property comprising the Escrow
Account and may take such other legal action as may be appropriate or necessary,
in  the  opinion  of Escrow Agent or its counsel.  Upon such tender, the parties
hereto agree that Escrow Agent shall be discharged from all further duties under
this  Escrow  Agreement;  PROVIDED  HOWEVER,  that  the filing of any such legal
proceedings  shall not deprive Escrow Agent of its compensation hereunder earned
prior  to  such  filing  and  discharge of Escrow Agent of its duties hereunder.

     (c)     Escrow Agent shall have no liability to Sovereign, the Company, any
Purchaser,  or  any  other  person  with  respect  to  any  such  suspension  of
performance  or disbursement into court, specifically including any liability or
claimed  liability  that may arise, or be alleged to have arisen, out of or as a
result  of  any  delay  in  the  disbursement of Escrow Funds held in the Escrow
Account  or  any  delay  in  or  with  respect  to  any other action required or
requested  of  Escrow  Agent.


                                        4
<PAGE>
     (d)     The  parties hereto agree that, in the event any controversy arises
under or in connection with this Escrow Agreement or the Escrow Funds, or Escrow
Agent  is  made  a  party  to or intervenes in any litigation pertaining to this
Escrow  Agreement  or  the  Escrow  Funds,  to  pay  to  Escrow Agent reasonable
compensation  for  its  extraordinary services and to reimburse Escrow Agent for
all  costs  and  expenses  associated  with  such  controversy  or  litigation.

     (e)     Escrow  Agent  shall have no obligation to take any legal action in
connection  with  this Escrow Agreement or towards its enforcement, or to appear
in,  prosecute,  or  defend  any action or legal proceeding which would or might
involve  it  in  any  cost,  expense,  loss,  or  liability  unless security and
indemnity,  as  provided  in  Section  12  hereof  shall  be  furnished.

     SECTION  8.     INVESTMENT  OF  ESCROW  FUNDS.

     Escrow Agent shall not invest or reinvest the Escrow Funds.  The parties to
this  Escrow Agreement acknowledge that no interest shall accrue or be paid with
respect  to  the  Escrow  Funds.

     SECTION  9.     REMOVAL  OF  ESCROW  AGENT.

     Escrow  Agent may be removed, with or without cause, by the Company and all
Purchasers, acting jointly, in writing, at any time by the giving of thirty (30)
days  prior written notice to Escrow Agent.  Such removal shall take effect upon
the  appointment  of a successor escrow agent as provided hereinbelow.  Upon any
such  notice  of  removal,  the  Company  shall appoint a successor escrow agent
hereunder,  which  shall be a commercial bank, trust company, or other financial
institution with a combined capital and surplus in excess of $100,000,000.  Upon
the  acceptance  in  writing  of  any appointment as Escrow Agent hereunder by a
successor  escrow agent, such successor escrow agent shall thereupon succeed to,
and  become  vested  with, all the rights, powers, privileges, and duties of the
retiring  Escrow  Agent,  and the retiring Escrow Agent shall be discharged from
its  duties  and  obligations  under  this Escrow Agreement.  After any retiring
Escrow  Agent's  removal, the provisions of this Escrow Agreement shall inure to
its  benefit  as  to any actions taken or omitted to be taken by it while it was
Escrow  Agent  under  this  Escrow  Agreement.

     SECTION  10.     RESIGNATION  OF  ESCROW  AGENT.

     Escrow  Agent may resign at any time from its obligations under this Escrow
Agreement  by  providing written notice to the parties hereto.  Such resignation
shall  be  effective on the date set forth in such written notice which shall be
no  earlier than 20 days after such written notice has been given.  In the event
no  successor  escrow  agent  has  been  appointed  on or prior to the date such
resignation  is  to  become  effective, Escrow Agent shall be entitled to tender
into the custody of a court of competent jurisdiction all assets then held by it
hereunder  and shall thereupon be relieved of all further duties and obligations
under  this Escrow Agreement.  Escrow Agent shall have no responsibility for the
appointment  of  a  successor  escrow  agent  hereunder.  After  Escrow  Agent's
resignation  the  provisions of this Escrow Agreement shall inure to its benefit
as  to  any actions taken or omitted to be taken by it while it was escrow agent
under  this  Escrow  Agreement.

     SECTION  11.     LIABILITY  OF  ESCROW  AGENT.

     (a)     Escrow Agent's sole responsibility shall be for the safekeeping and
disbursement  of  the  Escrow  Funds in accordance with the terms of this Escrow
Agreement.  Escrow  Agent  shall have no implied duties or obligations and shall
not  be  charged  with  knowledge  or  notice  of  any  fact or circumstance not
specifically  set  forth  herein.

     (b)     Escrow  Agent shall not be liable for any error of judgment, or for
any act done or step taken or omitted by it in good faith, or for any mistake of
fact or law, or for anything which it may do or refrain from doing in connection
herewith,  except  for  its  own  gross  negligence  or  willful  misconduct.


                                        5
<PAGE>
     (c)     In  no event shall Escrow Agent be liable for incidental, indirect,
special,  consequential,  or  punitive  damages.  Escrow  Agent  shall  not  be
obligated to take any legal action or commence any proceeding in connection with
the  Escrow  Funds  or the Escrow Account in which Escrow Funds are deposited or
this  Escrow  Agreement,  or  to  appear in, prosecute, or defend any such legal
action  or proceeding.  Without limiting the generality of the foregoing, Escrow
Agent  shall  not  be responsible for or required to enforce any of the terms or
conditions  of  any Purchase Agreement with any Purchaser or any other agreement
between the Company, Sovereign, and/or any Purchaser.  Escrow Agent shall not be
responsible  or  liable  in any manner for the performance by the Company or any
Purchaser of their respective obligations under any Purchase Agreement nor shall
Escrow  Agent  be  responsible  or  liable  in any manner for the failure of the
Company, Sovereign, or any third party (including any Purchaser) to honor any of
the provisions of this Escrow Agreement.  Escrow Agent may consult legal counsel
selected by it in the event of any dispute or question as to the construction of
any  of  the  provisions  hereof  or  of  any  other  agreement or of its duties
hereunder,  and shall incur no liability and shall be fully indemnified pursuant
to  Section 12 hereof from any liability whatsoever in acting in accordance with
the  opinion  or  instruction  of such counsel.  The Company shall promptly pay,
upon  demand,  the  reasonable  fees  and  expenses  of  any  such  counsel.

     (d)     Escrow  Agent is authorized to comply with orders issued or process
entered  by any court with respect to the Escrow Funds, without determination by
the  Escrow Agent of such court's jurisdiction in the matter.  If any portion of
the  Escrow  Funds  is at any time attached, garnished, or levied upon under any
court  order,  or  in  case  the  payment,  assignment, transfer, conveyance, or
delivery of any such property shall be stayed or enjoined by any court order, or
in  case  any  order,  judgment, or decree shall be made or entered by any court
affecting  such  property  or  any part thereof, then and in any such event, the
Escrow Agent is authorized, in its sole discretion, to rely upon and comply with
any  such  order, writ, judgment, or decree without the need for appeal or other
action; and if the Escrow Agent complies with any such order, writ, judgment, or
decree,  it  shall  not  be  liable to any of the parties hereto or to any other
person  or  entity  by  reason  of such compliance even though such order, writ,
judgment, or decree may be subsequently reversed, modified, annulled, set aside,
or  vacated.

     SECTION  12.     INDEMNIFICATION  OF  ESCROW  AGENT.

     The  Company and Purchasers jointly and severally agree to indemnify Escrow
Agent  and  it  officers, directors, employees, and agents and save Escrow Agent
and its officers, directors, employees, and agents harmless from and against any
and  all  Claims  (as  hereinafter  defined) and Losses (as hereinafter defined)
which  may  be  incurred  by  Escrow  Agent  or any of such officers, directors,
employees,  or agents as a result of Claims asserted against Escrow Agent or any
of  such  officers,  directors,  employees,  or  agents  as  a  result  of or in
connection  with  Escrow Agent's capacity as such under this Escrow Agreement by
any  person or entity.  For the purposes hereof the term "CLAIMS" shall mean all
claims,  lawsuits,  causes  of action, or other legal actions and proceedings of
whatever  nature brought against (whether by way of direct action, counterclaim,
cross  action,  or  impleader)  Escrow  Agent  or  any  such  officer, director,
employee,  or  agent,  even  if groundless, false, or fraudulent, so long as the
claim,  lawsuit, cause of action, or other legal action or proceeding is alleged
or  determined, directly or indirectly, to arise out of, result from, relate to,
or be based upon, in whole or in part:  (a) the acts or omissions of the Company
or  Purchasers,  (b)  the appointment of Escrow Agent as escrow agent under this
Escrow  Agreement,  or  (c)  the  performance  by Escrow Agent of its powers and
duties  under  this  Escrow  Agreement; and the term "LOSSES" shall mean losses,
costs,  damages,  expenses,  judgments,  and  liabilities  of  whatever  nature
(including,  but  not  limited  to,  attorneys',  accountants',  and  other
professionals'  fees,  litigation, and court costs and expenses and amounts paid
in  settlement),  directly  or  indirectly  resulting  from,  arising out of, or
relating to one or more Claims.  Upon the written request of Escrow Agent or any
such  officer,  director, employee, or agent (each referred to hereinafter as an
"INDEMNIFIED  PARTY"), the Company and Purchasers jointly and severally agree to
assume  the  investigation and defense of any Claim, including the employment of
counsel  acceptable  to  the applicable Indemnified Party and the payment of all
expenses  related  thereto  and,  notwithstanding  any  such  assumption,  the
Indemnified  Party  shall have the right, and the Company and Purchasers jointly
and  severally  agree  to  pay  the cost and expense thereof, to employ separate
counsel  with respect to any such Claim and participate in the investigation and
defense thereof in the event that such Indemnified Party shall have been advised
by  counsel  that  there  may  be  one  or more legal defenses available to such
Indemnified  Party  which are different from or additional to these available to
either  the Company or Purchasers.  The Company and Purchasers hereby agree that
the indemnifications and protections afforded Escrow Agent in this section shall
survive  the termination of the Escrow Agreement or the resignation, removal, or
effective  resignation  of  Escrow  Agent  pursuant  to  Section  7(b)  hereof.


                                        6
<PAGE>
     SECTION  13.     COMPENSATION  TO  ESCROW  AGENT.

     The Company agrees to pay Escrow Agent for its ordinary services hereunder,
the  fees determined in accordance with and payable as specified in the Schedule
of  Fees  set  forth  in  EXHIBIT  A attached hereto and made a part hereof.  In
addition,  the  Company  agrees  to pay to Escrow Agent its expenses incurred in
connection  with  this  Escrow  Agreement  including,  but  not  limited to, the
reasonable  cost of legal services in the event Escrow Agent reasonably deems it
necessary to retain counsel.  Such expenses shall be paid to Escrow Agent within
30  days  following receipt by the parties hereto of a written statement setting
forth  such  expenses.  As  security  for  all fees and expenses of Escrow Agent
hereunder  and  any  and  all losses, claims, damages, liabilities, and expenses
incurred  by  Escrow  Agent  in  connection  with  its acceptance of appointment
hereunder or with the performance of its obligations under this Escrow Agreement
and  to secure the obligation of the parties hereto to indemnify Escrow Agent as
set  forth  in  Section  12  hereof,  Escrow  Agent is hereby granted a security
interest  in  and a lien upon the Escrow Funds, which security interest and lien
shall  be  prior  to  all other security interests, liens, or claims against the
Escrow  Funds  or  any  part  thereof.

     SECTION  14.     REPRESENTATIONS  AND  WARRANTIES.

     (a)     The  Company  makes the following representations and warranties to
Escrow  Agent:

     (i)     The  Company is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware, and has full power and
authority  to  execute  and  deliver  this  Escrow  Agreement and to perform its
obligations  hereunder.

     (ii)     This  Escrow  Agreement  has  been  duly approved by all necessary
corporate  action  of the Company, including any necessary shareholder approval,
has  been executed by duly authorized officers of the Company, and constitutes a
valid  and  binding agreement of the Company, enforceable in accordance with its
terms;  PROVIDED  HOWEVER,  that  enforceability  is subject to:  (a) applicable
bankruptcy,  reorganization,  insolvency, moratorium, fraudulent conveyance, and
similar  federal  and  state laws affecting the rights and remedies of creditors
generally,  and  (b)  general  principles of equity limiting the availability of
equitable  remedies  (including  but  not  limited  to  the  remedy  of specific
performance),  whether  considered  in  a  proceeding  at  law  or  in  equity.

     (iii)     The  execution,  delivery, and performance by the Company of this
Escrow  Agreement will not violate, conflict with, or cause a default under, the
certificate  of  incorporation  or  bylaws of the Company, any applicable law or
regulation,  any  court  order  or  administrative ruling or decree to which the
Company  is  a  party  or  any  of  its  property  is subject, or any agreement,
contract,  indenture,  or  other  binding  arrangement to which the Company is a
party  or  any  of  its  property  is  subject.


                                        7
<PAGE>
     (iv)     No  party  other  than  the  parties  hereto  and  the prospective
Purchasers  have, or shall have, any lien or claim against, or security interest
in,  the  Escrow  Funds  or  any part thereof.  No financing statement under the
Uniform  Commercial  Code  is  on  file  in any jurisdiction claiming a security
interest  in  or describing (whether specifically or generally) the Escrow Funds
or  any  part  thereof.

     (v)     The  Company hereby acknowledges that the status of Escrow Agent is
that  of  agent  only  for  the  limited  purposes  set forth herein, and hereby
represents  and  covenants  that  no representation or implication shall be made
that  the  Escrow  Agent  has  investigated  the desirability or advisability of
investment  in  the  Securities  or  has  approved, endorsed, or passed upon the
merits  of  the investment therein and that the name of the Escrow Agent has not
and  shall not be used in any manner in connection with the offer or sale of the
Securities  other  than  to  state  that the Escrow Agent has agreed to serve as
escrow  agent  for  the  limited  purposes  set  forth  herein.

     (vi)     All of the representations and warranties of the Company contained
herein are true and complete as of the date hereof and will be true and complete
at  the  time  of  any  deposit  to  or  disbursement  from  the Escrow Account.

     (b)     Each  Purchaser  makes the following representations and warranties
to  Escrow  Agent:

     (i)     Purchaser  has full power and authority to execute and deliver this
Escrow  Agreement,  the  Transaction  Documents,  and to perform its obligations
hereunder.

     (ii)     This Escrow Agreement and the Transaction Documents have been duly
approved  by  all  necessary  action  of  Purchaser,  including  any  necessary
shareholder approval, has been executed by persons duly authorized by Purchaser,
and  constitutes  a  valid  and  binding  agreement of Purchaser, enforceable in
accordance  with  its  terms.

     (iii)     The  execution,  delivery,  and  performance by Purchaser of this
Escrow  Agreement will not violate, conflict with, or cause a default under, the
organizational  or  governing  documents  of  Purchaser,  any  applicable law or
regulation,  any  court  order  or  administrative  ruling  or  decree  to which
Purchaser  is  a  party  or  any  of  its property is subject, or any agreement,
contract,  indenture, or other binding arrangement to which Purchaser is a party
or  any  of  its  property  is  subject.

     (iv)     Purchaser  hereby  acknowledges that the status of Escrow Agent is
that  of  agent  only  for  the  limited  purposes  set forth herein, and hereby
represents  and  covenants  that  no representation or implication shall be made
that  the  Escrow  Agent  has  investigated  the desirability or advisability of
investment  in  the  Securities  or  has  approved, endorsed, or passed upon the
merits  of  the investment therein and that the name of the Escrow Agent has not
and  shall not be used in any manner in connection with the offer or sale of the
Securities  other  than  to  state  that the Escrow Agent has agreed to serve as
escrow  agent  for  the  limited  purposes  set  forth  herein.


                                        8
<PAGE>
     (v)     All  of  the  representations and warranties of Purchaser contained
herein  and  in  the  Transaction Documents are true and complete as of the date
hereof  and  will  be  true  and  complete  at  the  time  of  any deposit to or
disbursement  from  the  Escrow  Account.

     SECTION  15.     CONSENT  TO  JURISDICTION  AND  VENUE.

     In the event that the Company and Escrow Agent hereto commence a lawsuit or
other  proceeding relating to or arising from this Escrow Agreement, the Company
and  Escrow  Agent  hereto  agree  that the United States District Court for the
Northern District of Georgia shall have the sole and exclusive jurisdiction over
any  such  proceeding.  If such court lacks federal subject matter jurisdiction,
the  Company  and  Escrow  Agent agree that the Superior Court of Fulton County,
Georgia  shall  have sole and exclusive jurisdiction.  Any of these courts shall
be  proper venue for any such lawsuit or judicial proceeding and the Company and
Escrow  Agent  waive  any objection to such venue.  The Company and Escrow Agent
consent  to  and  agree  to  submit  to  the  jurisdiction  of any of the courts
specified  herein  and  agree  to  accept  service  or  process to vest personal
jurisdiction  over  them  in  any  of  these courts.  It is the intention of the
parties to this Escrow Agreement that the situs of the Escrow Account created by
this  Escrow Agreement be, and that it be administered in the state in which the
principal  office  of  the  Escrow  Agent  is  located  from time to time acting
hereunder.

     SECTION  16.     NOTICE.

     All  notices  and  other  communications  hereunder shall be in writing and
shall  be  deemed to have been validly served, given, or delivered five (5) days
after  deposit in the United States mails, by certified mail with return receipt
requested  and  postage  prepaid,  when  delivered personally, one (1) day after
delivery to any overnight courier, or when transmitted by facsimile transmission
facilities  (with  machine generated receipt confirmation), and addressed to the
party  to  be  notified  as  follows:

            If  to  the  Company  at:
                                          The  Tracker  Corporation  of  America
                                          180  Dundas  Street  West, 26th  Floor
                                          Toronto,  Ontario
                                          Canada  M5G  1Z8
                                          Attn:  Jay  S.  Stulberg,  President
                                          Telephone:  (416)
                                          Facsimile:  (416)
                                          Tax  ID  #86-0767918

            If  to  Sovereign  at:
                                          Sovereign  Capital  Advisors,  LLC
                                          3340  Peachtree  Road,  N.E.
                                          Suite  1965
                                          Atlanta,  Georgia  30326
                                          Attention:  Don  Odom
                                          Tel:  (404)  814-3737
                                          Fax:  (404)  812-3738


                                        9
<PAGE>
            If to the  Escrow Agent  at:
                                          SunTrust  Bank,  Atlanta
                                          Corporate  Trust  Division
                                          25  Park  Place
                                          24th  Floor
                                          Atlanta,  GA  30303
                                          Attn:  Rebecca  Fischer
                                          Telephone:  (404)  588-7262
                                          Telecopier:  (404)  588-7335

            If  to  Purchaser  at:        The  address  set  forth  on  the
                                          counterpart  signature page  hereto or
                                          to such  other  address as  each party
                                          may  designate  for  itself  by  like
                                          notice.

     SECTION  17.     AMENDMENT  WAIVER,  ETC.

     This  Escrow  Agreement  may  be changed, waived, discharged, or terminated
only by a writing signed by the Company, Purchasers, and Escrow Agent.  No delay
or  omission  by  any  party  in  exercising any right with respect hereto shall
operate  as  a waiver.  A waiver on any one occasion shall not be construed as a
bar  to,  or  waiver of, any right or remedy on any future occasion.  No waiver,
modification,  amendment,  termination,  or  rescission of this Escrow Agreement
shall  be  effective or binding upon Escrow Agent unless Escrow Agent shall have
specifically  consented  thereto  in  writing.

     SECTION  18.     SEVERABILITY.

     To  the  extent  any provision of this Escrow Agreement is prohibited by or
invalid  under applicable law, such provision shall be ineffective to the extent
of  such  prohibition  or invalidity, without invalidating the remainder of such
provision  or  the  remaining  provisions  of  this  Escrow  Agreement.

     SECTION  19.     GOVERNING  LAW.

     This Escrow Agreement shall be construed and interpreted in accordance with
the  internal  laws  of  the  State  of  Georgia  without  giving  effect to the
principles  or  rules  governing  conflict  of  laws.

     SECTION  20.     ENTIRE  AGREEMENT.

     This  Escrow  Agreement  constitutes the entire agreement among the parties
relating  to the acceptance, collection, holding, and disbursement of the Escrow
Funds  and sets forth in their entirety the obligations and duties of the Escrow
Agent  with  respect  to  the  Escrow  Funds.

     SECTION  21.     BINDING  EFFECT.

     All  of  the  terms of this Escrow Agreement, as amended from time to time,
shall  be  binding  upon,  inure  to  the  benefit  of and be enforceable by the
respective  successors and assigns of the Company, Purchasers, and Escrow Agent.

     SECTION  22.     EXECUTION  IN  COUNTERPARTS.

     This  Escrow  Agreement  may be executed in two or more counterparts, which
when  so  executed  shall  constitute  one  and  the  same  agreement.

     SECTION  23.     TERMINATION.

     Upon  the  first  to occur of the disbursement of all amounts in the Escrow
Account  or  deposit of all amounts in the Escrow Account into court pursuant to
Section  7  hereof, this Escrow Agreement shall terminate and Escrow Agent shall
have  no  further obligation or liability whatsoever with respect to this Escrow
Agreement  or  the  Escrow  Funds.


                                       10
<PAGE>
IN  WITNESS  WHEREOF, the parties hereto have caused this Escrow Agreement to be
executed  under  seal  as  of  the  date  first  above  written.


   [Remainder of page intentionally left blank; signatures on following pages]


                                       11
<PAGE>
                             COMPANY SIGNATURE PAGE
                                       TO
                                ESCROW AGREEMENT

     IN  WITNESS WHEREOF, the Company hereto has caused this Escrow Agreement to
be  executed  under  seal  as  of  the  date  first  above  written.

                                            THE  COMPANY:

                                            THE  TRACKER  CORPORATION  OF
                                            AMERICA

                                            By:_________________________________

                                            Name:_______________________________

                                            Title:______________________________


                                       12
<PAGE>
                           ESCROW AGENT SIGNATURE PAGE
                                       TO
                                ESCROW AGREEMENT

     IN  WITNESS  WHEREOF,  the  Escrow  Agent  hereto  has  caused  this Escrow
Agreement  to  be  executed  under  seal  as  of  the  date first above written.

                                            ESCROW  AGENT:

                                            SunTrust  Bank,  Atlanta
                                            as  Escrow  Agent

                                            By:_________________________________

                                            Its:________________________________


                      [Purchaser Signature Pages Attached]


                                       13
<PAGE>
                            PURCHASER SIGNATURE PAGE
                                       TO
                                ESCROW AGREEMENT

     IN  WITNESS  WHEREOF, the Purchaser hereto has caused this Escrow Agreement
to  be  executed  under  seal  as  of  the  date  first  above  written.

                                            PURCHASER

                                            By:_________________________________

                                            Name:_______________________________

                                            Title:______________________________

PURCHASER NAME                __________________________________________________
("PURCHASER")
ADDRESS AND                   __________________________________________________
FACSIMILE NUMBER
                              __________________________________________________

                              __________________________________________________

SECURITIES PURCHASED
                              __________________________________________________

PURCHASE PRICE
                              __________________________________________________

PURCHASER'S LEGAL COUNSEL     __________________________________________________
ADDRESS AND
FACSIMILE NUMBER              __________________________________________________

                              __________________________________________________


                                        1
<PAGE>
                                    EXHIBIT A
                                       TO
                                ESCROW AGREEMENT

                                SCHEDULE OF FEES
     Schedule  of  Fees:
     ------------------
     Escrow  Fee          $2,000.00
     Wire  Transfer  Fee      10.00  per  wire


                                        1
<PAGE>

                                    EXHIBIT F

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                FORM OF OPINION OF COMPANY COUNSEL TO PURCHASERS

Form  Attached  hereto.


<PAGE>
                                December 15, 1999



To:     Purchasers  of  the  Company's  Series  1  Bridge  Notes
        c/o  Sovereign  Capital  Advisors,  LLC
        3340  Peachtree  Road,  N.E.
        Suite  1965
        Atlanta,  Georgia  30326

Re:     The  Tracker  Corporation  of  America

Ladies  and  Gentlemen:

     We  have  acted as special counsel to The Tracker Corporation of America, a
Delaware  corporation  (the  "Company"),  in connection with the Series 1 Bridge
Note  Purchase  and Security Agreement, dated as of August 18, 1999, between you
and  the  Company  (the  "Purchase Agreement") and the transactions contemplated
thereby.  This  opinion  is  furnished  to  you  pursuant  to Section 5.2 of the
Purchase  Agreement  in connection with the closing of Series 1 Bridge Financing
Notes  with  ________________  occurring  on  __________,  1999  (the  "______
Closing").  Capitalized terms used herein and not otherwise defined herein shall
have  the  respective meanings assigned to such terms in the Purchase Agreement.

     In  connection  with  the  opinion  expressed  below,  we have examined the
following  documents:

     (i)       The  Certificate of Incorporation and Bylaws of the Company, each
as  currently  in  effect;

     (ii)      Resolutions  of the Board of Directors of the Company authorizing
the  issuance  and  sale  of  the  Series  1  Bridge  Notes;

     (iii)     The  Purchase  Agreement;

     (iv)      The  Bridge  Notes;

     (v)       The  Escrow  Agreement;

     (vi)      The  form  of  Warrant  for  issuance  to  Purchaser;

     (vii)     The  Registration  Rights  Agreement;


     (viii)    The  form  of  Repricing  Warrant  for  Purchasers;

     (ix)      The  form  of  Callable  Warrant  for  Purchasers;

     (x)       The  Irrevocable  Transfer  Agent  Instructions;


<PAGE>
     (xi)      The  Placement  Agency Agreement with Sovereign Capital Advisors,
LLC;

     (xii)     A  Certificate  of  Good  Standing dated August 18, 1999 from the
Secretary  of  State  of  the State of Delaware reflecting that the Company is a
corporation  in  good  standing in the State of Delaware as of today's date (the
"Delaware  Good  Standing  Certificate");


     (xiii)    The  Minute  Books  of the Company (the "Company Minute Books");

     (xiv)     The  disbursement  instructions issued to you by the Company with
respect  to  the  consideration  to  be  paid for the Bridge Notes and the other
documents  delivered  at  closing;

     (xv)      The  Global  Tracker  Corporation  Guaranty  Agreement;

     (xvi)     The  Guaranty  Agreement  from  Jay  S.  Stulberg;

     (xvii)    The  Stock  Pledge  Agreement  from  Jay  S.  Stulberg;

     (xviii)   The  Guaranty  Agreement  from  Bruce  I.  Lewis;

     (xix)     The  Stock  Pledge  Agreement  from  Bruce  I.  Lewis;

     (xx)      The agreements  to  which  the Company is a party or by which its
property  is  bound  that the Company has identified to us as being material and
which  are  described  on  Attachment  A  hereto  (the  "Material  Agreements");

     The  Purchase  Agreement,  the  Bridge  Notes,  the  Registration  Rights
Agreement,  the  Escrow  Agreement,  the  forms of the Warrants, the Irrevocable
Transfer  Agent Instructions, the Placement Agency Agreement, the Global Tracker
Corporation  Guaranty Agreement, the Guaranty Agreement from Jay S. Stulberg and
the  Stock  Pledge  Agreement  from Jay S. Stulberg, the Guaranty Agreement from
Bruce  I.  Lewis  and  the Stock Pledge Agreement from Bruce I. Lewis are herein
referred  to  collectively  as  the  "Transaction  Agreements."  The  Guaranty
Agreement  from  Jay S. Stulberg, the Guaranty Agreement from Bruce I. Lewis and
the  Stock  Pledge  Agreement  from  Bruce  I.  Lewis  are  herein  referred  to
collectively  as  the "Pledge Documents."   We have also examined and considered
such corporate records, certificates, and other statements of corporate officers
of  the  Company and matters of law as we have deemed appropriate as a basis for
our  opinions  set  forth  below.

     The  opinions  expressed  herein  are subject to the following assumptions,
limitations,  qualification,  and  exceptions:

     (a)     We have assumed the genuineness of all signatures, the authenticity
of  all Transaction Agreements submitted to us as originals, the conformity with
originals  of  all  Transaction  Agreements  submitted  to  us  as  copies,  the
authenticity  of  certificates  of  public officials, and the due authorization,
execution,  and  delivery  of  all  Transaction  Agreements  (except  the  due
authorization,  execution,  and  delivery  by  the  Company  of  the Transaction
Agreements).


<PAGE>
     (b)     In  examining  agreements  (including  the  Transaction Agreements)
executed  by  parties  other  than  the  Company  (the "Other Parties"), we have
assumed  that each Other Party has the legal right, capacity, and power to enter
into,  enforce  and  perform  all  of  its  obligations  under  such agreements.
Furthermore,  we have assumed the due authorization by each of the Other Parties
of all requisite action and the due execution and delivery of such agreements by
each  of  the Other Parties, and that such agreements are valid and binding upon
each  of  the  Other  Parties  and  are  enforceable against each Other Party in
accordance  with  their  terms.

     (c)     As  to  our opinion regarding the valid existence and good standing
of  the  Company,  we  have  relied  solely  upon  the  Delaware  Good  Standing
Certificate  and  the  Certificate  of  the  Officer  of  the  Company.

     (d)     As  to our opinion regarding the power and authority of the Company
to execute and deliver the Transaction Documents, we have relied solely upon the
following  as  sources  of the Company's power and authority as an organization:
the  Delaware  Business  Corporation  Law,  the  Company's  Certificate  of
Incorporation,  the  resolution  of the Company's Board of Directors authorizing
the  transactions  contemplated  in  the  Transaction  Documents,  and  the
understanding  that  "power"  refers  only to whether the acts referenced in the
Transaction  Documents  are  not  ultra  vires.

     For  purposes of factual matters relevant to the opinions expressed herein,
we  have  relied  on  (a)  the  representations  and  warranties  of the Company
contained in the Transaction Agreements and (b) certificates of public officials
and the Company's transfer agent and statements and certificates of the officers
of  the Company.  Wherever any statement herein with respect to the existence or
absence  of  facts  is  qualified  by  the  phrase "to our knowledge" or similar
phrase,  it  is  intended  to  indicate  that  after  a  review  of  (i)  the
representations  and  warranties  of  the  Company  contained in the Transaction
Agreements,  (ii) certificates of public officials, the Company's public filings
with  the  U.S.  Securities  and  Exchange  Commission,  and  statements  and
certificates of the officers of the Company, (iii) the Company Minute Books, and
(iv)  the  Material  Agreements,  during the course of our representation of the
Company  through  the  date  hereof,  no  information that would give us current
actual  knowledge  of the inaccuracy of such statement has come to the attention
of  those  attorneys in this firm who have represented the Company in connection
with  the  Transaction Agreements and the transaction contemplated thereby.  The
term  "knowledge"  means  the  current  actual  knowledge of the lawyers who are
participating  in  drafting  this opinion letter and in handling the transaction
described  herein,  but  does  not  include,  except  as  specifically  provided
hereafter,  constructive  knowledge  or inquiry knowledge.  The term "knowledge"
does  confirm that the lawyers drafting this opinion letter have made inquiry of
the  one  or  more  representatives  of  the  Company  as  to the relevant facts
concerning  this  opinion and received answers, and have made further inquiry if
any  of  the alleged facts were suspect, either on their face or on the basis of
other  facts  known  to such lawyer were open to question.  The term "knowledge"
also  confirms  that  the lawyer drafting this opinion (i) has made a reasonable
examination of his files and (ii) has made a reasonable inquiry of other members
of  the  lawyer's  law firm if the lawyer drafting this opinion had a reasonable
belief that other lawyers in the law firm may have knowledge (as defined herein)
relating  to  facts relevant to this opinion.     Except to the extent expressly
set  forth  herein,  we  have  not  undertaken  any independent investigation to
determine  the  existence  or  absence  of  any fact, and no inference as to our
knowledge  of  the  existence  or  absence  of any fact should be drawn from our
representation  of  the Company or our rendering of the opinion set forth below.


<PAGE>
     Based  upon  the  foregoing  and  subject  to the assumptions, limitations,
qualifications,  and  exceptions stated herein, we are of the opinion that as of
the  date  hereof:

1.     The  Company is a corporation validly existing and in good standing under
the laws of the State of Delaware, and,  to our  knowledge,  is  duly  qualified
as a foreign  corporation  to  do  business  and  is  in  good  standing in each
jurisdiction  in  which  the  nature  of the business conducted by it makes such
qualification  necessary  and  in  which  the failure to so qualify would have a
material  adverse  effect  on  the business, operations, financial condition, or
results  of  operations  of  the  Company  taken as a whole (a "Material Adverse
Effect").

2.          (a)  The  Company has the requisite corporate power and authority to
execute,  deliver, and perform the Transaction Agreements; (b) the execution and
delivery of the Transaction Agreements by the Company and the consummation by it
of  the  transactions  contemplated  thereby  have  been duly  authorized by the
Company's  Board  of  Directors  and  no further consent or authorization of the
Company,  its Board of Directors, or its stockholders is required under Delaware
General  Corporate  Law,  the Company's Certificate of Incorporation, or Bylaws;
(c)  the  Transaction  Agreements  have  been duly executed and delivered by the
Company;  and  (d)  the  Transaction  Agreements  constitute  valid  and binding
obligations  of  the  Company enforceable against the Company in accordance with
their  terms.  For  purposes of this paragraph, the Transaction Documents do not
include  the Pledge Documents.  To our knowledge, no facts exist that would call
into  question  the  legal  capacity  of the signatures to the Pledge Documents.

3.          The issuance and sale of the Bridge Notes to be purchased by you has
been  duly  authorized  by  the  Company, and  are  not  subject  to  preemptive
rights or rights of first refusal.  The issuance of the Warrants to be issued to
each  Purchaser  in connection with Subsequent Advances and to Sovereign Capital
Advisors,  LLC  in  connection with the transaction contemplated by the Purchase
Agreement  have  been  duly  authorized  by  the  Company  and, upon issuance in
accordance  with the terms of the Transaction Agreements, will be validly issued
by  the Company and not subject to preemptive rights or rights of first refusal.
All shares of Common Stock issuable upon conversion of the Series 1 Bridge Notes
and  exercise  of  the  Warrants  are duly authorized and reserved for issuance.
Upon  conversion  of the Bridge Notes and the exercise of the Warrants and, upon
issuance  in  accordance  with  the  terms  of  the  Transaction Agreements, the
Conversion  Shares and the Warrant Shares will be validly issued, fully paid and
non-assessable,  and shall not be subject to any statutory or, to our knowledge,
contractual  preemptive  rights  or  rights  of  first  refusal.

4.          As  of  the  date  hereof:


<PAGE>
     (a)     The authorized capital stock of the Company consists of 100,000,000
shares  of  Capital Stock of which 93,400,000 shares are Common Stock, par value
$.001  per share, of which 50,389,579 shares are issued and outstanding, 100,000
shares  are  Class B Common Stock, par value $.00000007 par value, of which none
are  issued  and  outstanding,  and  6,500,000 shares are undesignated shares of
Preferred  Stock,  par value $.001 per share, none of which shares are currently
designated or are outstanding.  All of such outstanding shares have been validly
issued  and  are  fully  paid  and  nonassessable.  The shares pledged under the
Pledge  Documents  are  validly issued, fully paid and nonassessable.  Except as
disclosed  in  the  Disclosure  Schedule, no shares of Common Stock or Preferred
Stock  are subject to preemptive rights or any other similar rights or any liens
or  encumbrances  suffered  or permitted by the Company.  Except as disclosed in
the Disclosure Schedules to the Purchase Agreement, (a) there are no outstanding
options,  warrants,  scrip, rights to subscribe to, calls, or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its subsidiaries, or contracts,
commitments,  understandings, or arrangements by which the Company or any of its
subsidiaries  is or may become bound to issue additional shares of capital stock
of  the  Company or any of its subsidiaries, or options, warrants, scrip, rights
to  subscribe  to, calls or commitments of any character whatsoever relating to,
or  securities  or  rights  convertible into, any shares of capital stock of the
Company or any of its subsidiaries, (b) there are no outstanding debt securities
(other  than  the Bridge Notes), and (c) there are no agreements or arrangements
under  which the Company or any of its subsidiaries is obligated to register the
sale  of  any  of  their  securities under the 1933 Act (except the Registration
Rights  Agreement).  There  are  no  securities  or  instruments  containing
anti-dilution  or  similar  provisions that will be triggered by the issuance of
the Bridge Notes, the Conversion Shares, the Warrants, and the Warrant Shares in
the  manner  contemplated  by  the  Transaction.

5.          Assuming  Purchaser's representations, warranties, and covenants set
forth  in the Transaction Agreements are true and correct, the Bridge Notes, the
Warrants,  the  Conversion  Shares,  and the Warrant Shares may be issued to you
without  registration  under  the 1933 Act, the securities laws of any state, or
the  Trust  Indenture  Act  of  1939.

6.          No  authorization,  approval,  or  consent  of,  or filing with, any
court,  governmental  body,  regulatory agency, self-regulatory organization, or
stock  exchange  or  market,  or  the  stockholders  of  the Company, or, to our
knowledge,  any  third  party is required to be obtained by the Company to enter
into  and  perform  its  obligations under the Transaction Agreements or for the
issuance  and sale of the Bridge Notes, the Warrants, the Conversion Shares, and
the  Warrant  Shares  as  contemplated  by  the  Transaction  Agreements.

7.          The  execution,  delivery,  and  performance  by  the Company of the
Transaction  Agreements,  the  consummation  by  the Company of the transactions
contemplated  thereby  and compliance by the Company with the terms thereof does
not  (a)  violate, conflict with, or constitute a default (or an event that with
notice  or  lapse  of  time  or  both  would  become  a  default)  under (i) the
Certificate  of  Incorporation  or  Bylaws  of  the  Company,  (ii) the Material
Agreements,  or  (b)  result,  in  any  violation  of any law, applicable to the
Company  that  in  our  experience normally is applicable to transactions of the
type  contemplated  by  the Transaction Agreements, or any judgments, orders and
decrees  of  which  we  are  aware.


<PAGE>
8.          To  our knowledge, there is no action, suit, proceeding, inquiry, or
investigation  before or by any court, public board or body, or any governmental
agency  or  self-regulatory  organization  pending  or  threatened  against  or
affecting  the  Company.

9.          The  Company  is not an "investment company" or an entity controlled
by  an "investment company," as such terms are defined in the Investment Company
Act  of  1940,  as  amended.

10.          The  amounts to be received by the Purchaser as interest in respect
of  the Bridge Notes and the Security Agreement constitute lawful interest under
the  laws  of  the  State  of  Georgia  and  are  neither  usurious nor illegal.

11.          The  Purchase  Agreement creates a valid security interest in favor
of  the  Purchasers  as  security  for  the payment of the Obligations in all of
Global Tracker's, Stulberg's and Lewis' right, title, and  interest  in  and  to
All personal  property  pledged  pursuant  to  the  Pledge  Documents (the "Code
Collateral") included within the definition of the term Collateral, the creation
of a security interest in which is governed by, and subject to, the Georgia UCC.
Upon  execution  of the Pledge Documents and delivery of the certificated shares
of Common Stock of the Company and Global Tracker being pledged under the Pledge
Documents,  the  security interest in all Code Collateral which may be perfected
by  possession  of such certificated securities in the state of Georgia shall be
perfected  and  shall  grant to Purchasers a first priority security interest in
and  to  the  Code  Collateral.

12.          The  amounts  contracted to be received by the Purchasers under the
Bridge Notes and of the Transaction Agreements, which are or which may be deemed
     to  be  interest  or  other charges for the use of money, constitute lawful
interest  and  charges  and  are  not  usurious  or  illegal  under Georgia law.

     We  are  members  of the Bar of the State of Georgia, and we do not express
any  opinion concerning any law other than the laws of the State of Georgia, the
General  Corporation  Law  of the State of Delaware, and the federal laws of the
United States.  To the extent that the governing law with respect to any matters
covered  by  this  opinion  is the law of a jurisdiction other than the State of
Georgia  or federal law, we have assumed that the law of such other jurisdiction
is  identical  to  Georgia  law.

     This opinion is furnished as of the date hereof and we assume no obligation
to  update  this  Opinion  or  to  advise  you  of any events, circumstances, or
developments  that occur or are otherwise brought to our attention subsequent to
the  date  hereof.  This  opinion is furnished to you solely for your benefit in
connection  with the transactions contemplated by the Transaction Agreements and
may  not  be used, circulated, quoted, or otherwise referred to, or relied upon,
by  any  other  person  (other  than  the  Affiliates  (as defined below) of the
addressee of this opinion who shall upon a transfer of the Series 1 Bridge Notes
to  such  Affiliate  be  entitled  to  rely  on this opinion as if they were the
addressee  hereof)  or  for  any other purpose without our express prior written
consent.  This  opinion  is  limited  by,  and  is  in  accordance  with  the
Interpretative  Standards  applicable  to  Legal  Opinions  to  Third Parties in
Corporate  Transactions  adopted by the Legal Opinion Committee of the Corporate
and  Banking  Law  Section  of  the  State  Bar of Georgia, which Interpretative
Standards  are  incorporated  in  this  letter  by  reference.  This  opinion is


<PAGE>
expressly  limited  to  the  matters  set  forth above and we render no opinion,
whether  by  implication or otherwise, as to any other matters.  As used in this
opinion,  the  term  "Affiliate"  means with respect to any person or any entity
that  controls,  is controlled by, or is under common control with, such person.
The  term  "control"  means the power, directly or indirectly, including through
contract, to direct investment decisions including the acquisition, disposition,
and  voting  of  securities.

                                              Very  truly  yours,



                                              Law  Firm


<PAGE>
                                    EXHIBIT G

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                 FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

Form  Attached  hereto.


<PAGE>
                           TRANSFER AGENT INSTRUCTIONS
                       THE TRACKER CORPORATION OF AMERICA

                                 August 18, 1999

________  Transfer,  Inc.
[Address]
Attn:  ___________

Dear  _____________:

     Reference  is  made  to  that  certain  Series  1  Bridge Note Purchase and
Security  Agreement,  of  even  date herewith (the "PURCHASE AGREEMENT"), by and
among  The  Tracker  Corporation  of  America,  a  Delaware  corporation  (the
"COMPANY"),  and  the  Purchasers listed on the signature pages attached thereto
(collectively,  the  "HOLDERS"), pursuant to which the Company is issuing to the
Holders  its  Series 1 Bridge Note in the aggregate original principal amount of
up  to  $3,000,000  (the  "SERIES  1  BRIDGE NOTES").  The Series 1 Bridge Notes
evidence a series of contemplated closings pursuant to the terms of the Purchase
Agreement.  In  conjunction  with each Bridge Note issued by the Company at each
such  closing, the Company shall issue (i) to each purchaser thereof a Purchaser
Warrant  (a  "PURCHASER WARRANT"), exerciseable for Common Stock of the Company,
par value $.001 (the "COMMON STOCK"), a Callable Warrant (a "CALLABLE WARRANT"),
exercisable  for  Common  Stock, and a Repricing Warrant (a "REPRICING WARRANT")
attached  as  ATTACHMENT 1 to such Bridge Note upon the terms is exercisable for
Common  Stock,  and (ii) to Sovereign Capital Advisors LLC a Warrant Certificate
pursuant  to  the  Sovereign  Warrant  Agreement  (the  "AGREEMENT  WARRANT")
exercisable  for  Common Stock of the Company.  The Bridge Notes are convertible
into Common Stock. The Common Stock issuable upon conversion of the Bridge Notes
is  hereinafter  referred  to  as  the "CONVERSION SHARES," and the Common Stock
issuable  upon  exercise of a Purchaser Warrant, a Callable Warrant, a Repricing
Warrant,  and  the Agreement Warrant is hereinafter referred to as the "EXERCISE
SHARES."

     This  letter  shall serve as our irrevocable authorization and direction to
you  (PROVIDED  that  you are the transfer agent of the Company at such time) to
issue  the  Conversion  Shares  and the Exercise Shares upon the order of Holder
from  time  to  time  upon (i) surrender to you of a properly completed and duly
executed (1) Conversion Notice, in the form attached hereto as EXHIBIT A, or (2)
Exercise  Notice,  in  the  form  attached  hereto  as EXHIBIT B, which has been
properly agreed and acknowledged by the Company as indicated by the signature of
a  duly  authorized  officer of the Company thereon and (ii) the Bridge Note (or
Bridge Notes) being converted (or an indemnification undertaking with respect to
such  Bridge  Note in the case of their loss, theft or destruction) or a Warrant
(or Warrants) being exercised (or an indemnification undertaking with respect to
such  Warrant  in  the  case of its loss, theft or destruction).  So long as you
have  previously received:  (i) written confirmation from counsel to the Company
that a registration statement covering resales of the Conversion Shares has been
declared  effective  by  the U.S. Securities and Exchange Commission (the "SEC")
under  the  Securities Act of 1933, as amended (the "1933 ACT"), and (ii) a copy
of  such Registration Statement, certificates representing the Conversion Shares
and  the  Exercise  Shares shall not bear any legend restricting transfer of the
Conversion  Shares  or  the Exercise Shares thereby and should not be subject to
any stop-transfer restriction.  However, if you have not previously received (i)
written  confirmation  from counsel to the Company that a registration statement
covering  resales  of  the  Conversion Shares has been declared effective by the
Securities  and  Exchange Commission under the 1933 Act, and (ii) a copy of such
registration statement, then the certificates representing the Conversion Shares
shall  bear  the  following  legend:


                                        1
<PAGE>
"THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE  SECURITIES  HAVE  BEEN  ACQUIRED  FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE,  SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE  STATE  SECURITIES  LAWS,  OR  AN  OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE  FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE  SECURITIES  LAWS  OR  UNLESS  SOLD  PURSUANT TO RULE 144 UNDER SAID ACT."

PROVIDED  HOWEVER,  that  the  Company may from time to time notify you to place
stop  transfer restrictions on the certificates for the Conversion Shares or the
Exercise  Shares  in  the event a registration statement covering the Conversion
Shares  or  the Exercise Shares is subject to amendment for events then current.

     A  form  of  opinion  of  counsel  to  the Company that the issuance of the
Conversion  Shares  and  the  Exercise  Shares to the Holder will be exempt from
registration  under  the  1933  Act  is  attached  hereto  as  EXHIBIT  C.

     Please  be  advised  that  the  Holders  are relying upon this letter as an
inducement to enter into the Purchase Agreement and, accordingly, each Holder is
a  third  party  beneficiary  to  these  instructions.

     Should  you  have any questions concerning this matter please contact me at
(416)  ____-______.


                         [Signatures on following pages]


                                        2
<PAGE>
                             COMPANY SIGNATURE PAGE
                                       TO
                           TRANSFER AGENT INSTRUCTIONS



                                            Very  truly  yours,

                                            THE  TRACKER  CORPORATION
                                            OF  AMERICA

                                            By:_________________________________
                                               Jay  S.  Stulberg,  President


                                        3
<PAGE>
                          TRANSFER AGENT SIGNATURE PAGE
                                       TO
                           TRANSFER AGENT INSTRUCTIONS



                                            ACKNOWLEDGED  AND  AGREED:

                                            TRANSFER  AGENT

                                            By:_________________________________

                                            Name:_______________________________

                                            Title:______________________________

                                            Date:_______________________________
Enclosure

cc:     Holders


                                        4
<PAGE>
                                    EXHIBIT A

                       THE TRACKER CORPORATION OF AMERICA
                                CONVERSION NOTICE

     Reference  is  made  to  the Series 1 Bridge Note in the original principal
amount  of  $________  originally issued to ____________________________________
{NAME  OF ORIGINAL HOLDER} (the "SERIES 1 BRIDGE NOTE").  In accordance with and
pursuant  to  the Series 1 Bridge Note, the undersigned hereby elects to convert
$________  in  principal  amount of the Bridge Note into shares of Common Stock,
$.001 par value per share (the "COMMON STOCK"), of the Company, by tendering the
original  Bridge  Note  specified  below  as  of  the  date  specified  below.

     The  undersigned  acknowledges  that  any  sales  by the undersigned of the
securities  issuable to the undersigned upon conversion of the Bridge Note shall
be  made  only  pursuant  to  (i)  a  registration statement effective under the
Securities  Act  of 1933, as amended (the "Act"), or (ii) advice of counsel that
such  sale  is  exempt  from  registration  required  by  Section  5 of the Act.


                                            Date  of  Conversion:

                                            ____________________________________


                                            Principal  Amount and Identification
                                            of  Bridge  Note  to  be  converted:

                                            ____________________________________

Please confirm the following information:

                                            Conversion  Price:

                                            ____________________________________


                                            Number of shares of Common Stock  to
                                            be  issued:

                                            ____________________________________


                                        5
<PAGE>
Please issue the Common Stock into which the Bridge Notes are being converted in
the  following  name  and  to  the  following  address:

                                            Issue  to:

                                            ____________________________________

                                            ____________________________________

                                            Facsimile  Number:

                                            ____________________________________


                                            Authorization:

                                            ____________________________________


                                            By:_________________________________

                                            Title:______________________________

                                            Dated:______________________________

                                            ACKNOWLEDGED  AND  AGREED:

                                            THE  TRACKER  CORPORATION  OF
                                            AMERICA

                                            By:_________________________________

                                            Name:_______________________________

                                            Title:______________________________

                                            Date:_______________________________


                                        6
<PAGE>
                                    EXHIBIT B

                       THE TRACKER CORPORATION OF AMERICA
                                 EXERCISE NOTICE

     Reference  is  made  to  the  Warrants  issued  in conjunction with certain
advances  made  by  Holder  pursuant  to  the  that certain Series 1 Bridge Note
Purchase  and  Security  Agreement,  of  even  date  herewith  (the  "PURCHASE
AGREEMENT"),  by  and  among  The  Tracker  Corporation  of  America, a Delaware
corporation  (the  "COMPANY"), and "HOLDER".  In accordance with and pursuant to
the  Warrants,  the  undersigned  hereby  elects  to  exercise the Warrants, and
purchase shares of Common Stock, $.001 par value per share (the "COMMON STOCK"),
of  the  Company,  by  tendering  the  Warrants  specified  below as of the date
specified  below. The undersigned acknowledges that any sales by the undersigned
of  the  securities  issuable  to  the undersigned upon exercise of the Warrants
shall  be made only pursuant to (i) a registration statement effective under the
Securities  Act  of 1933, as amended (the "ACT"), or (ii) advice of counsel that
such  sale  is  exempt  from  registration  required  by  Section  5 of the Act.


                                            Date  of  Conversion:

                                            ____________________________________


                                            Description  of  Bridge  Notes to be
                                            Converted

                                            ____________________________________

Please confirm the following information:

                                            Exercise  Price:

                                            ____________________________________

                                            Number  of  shares  of  Common Stock
                                            to  be  issued:

                                            ____________________________________


                                        7
<PAGE>
Please issue the Common Stock into which the Bridge Notes are being converted or
the  Warrants  are  being  exercised  in the following name and to the following
address:

                                            Issue  to:

                                            ____________________________________

                                            ____________________________________


                                            Facsimile  Number:

                                            ____________________________________


                                            Authorization:

                                            ____________________________________


                                            By:_________________________________

                                            Title:______________________________

                                            Dated:______________________________


                                            ACKNOWLEDGED  AND  AGREED:


                                            THE  TRACKER  CORPORATION  OF
                                            AMERICA

                                            By:_________________________________

                                            Name:_______________________________

                                            Title:______________________________

                                            Date:_______________________________


                                        8
<PAGE>
                                    EXHIBIT C

                       THE TRACKER CORPORATION OF AMERICA

     Form  of  Company  Counsel  Opinion  to  Transfer  Agent,  attached hereto.


                                        9
<PAGE>
To:     [________________]
        [Suite  ___]
        [________________]
        [________________]
        [Attn:  ___________]

Dear  ____________:

     We  have acted as counsel to The Tracker Corporation of America, a Delaware
corporation  (the  "COMPANY"),  in  connection  with  the  Series  1 Bridge Note
Purchase  and  Security  Agreement,  dated  as  of  August 18, 1999, between the
holders  listed  in  EXHIBIT  A, attached hereto (the "HOLDERS") and the Company
(the  "AGREEMENT")  and the transactions contemplated therein including, without
limitation,  the  issuance of the Series 1 Secured Convertible Bridge Notes (the
"BRIDGE  NOTES").

     In  so  acting,  we have examined the Agreement, the Series 1 Bridge Notes,
[list  all  transaction agreements], the Irrevocable Transfer Agent Instructions
(the  "TRANSACTION AGREEMENTS"), and the Company's Certificate of Incorporation,
as  in  effect  on  the  date  hereof,  and we have examined and considered such
corporate records, certificates and matters of law as we have deemed appropriate
as  a  basis  for  our  opinions  set  forth  below.

     Based  upon  the  foregoing  and  subject  to the assumptions, limitations,
qualifications,  and  exceptions stated herein, we are of the opinion that as of
the  date  hereof.

     1.     Upon  conversion  of  the  Bridge Notes in accordance with the terms
thereof,  the  shares  of the Company's common stock to be issued to the holders
thereof  (the  "CONVERSION  SHARES")  will  be  validly  issued,  fully paid and
non-assessable,  and  free from all taxes, liens and charges with respect to the
issue  thereof.

     {DELETE  EITHER  2 OR 3 DEPENDING UPON CIRCUMSTANCES UNDER WHICH CONVERSION
SHARES  ARE  TO  BE  ISSUED  TO  HOLDER  AND  WHETHER  CONVERSION  SHARES  TO BE
FREE-TRADING  UPON  ISSUANCE}

     [2.     Based  upon the representations, warranties and covenants set forth
in  the  Agreement,  Conversion  Shares  may  be  issued  to the Holders without
registration  under  the  Securities  Act  of  1933,  as  amended.]

     [3.     The  certificates  for  the  Conversion  Shares  should  bear  the
following  legend:

"THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE  OF  AN  EFFECTIVE  REGISTRATION  STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES  ACT  OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION  OF  COUNSEL,  IN  A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED  UNDER  SAID  ACT  OR  APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT  TO  RULE  144  UNDER  THE  ACT."


                                        1
<PAGE>
     These  opinions  are limited to the matters expressly stated herein and are
rendered  solely your benefit and may not be quoted or relied upon for any other
purpose  or  by  an  other  person.

     The  opinions  expressed  herein  are subject to the following assumptions,
limitations,  qualifications  and  exceptions:

     (a)     We have assumed the genuineness of all signatures, the authenticity
of  all Transaction Agreements submitted to us as originals, the conformity with
originals  of  all  Transaction  Agreements  submitted  to  us  as  copies,  the
authenticity  of  certificates  of  public  officials and the due authorization,
execution  and  delivery  of  all  Transaction  Agreements  (except  the  due
authorization,  execution  and  delivery  by  the  Company  of  the  Transaction
Agreements).

     (b)     We  have  assumed  that  the  Holders  each  have  the legal right,
capacity  and  power  to enter into, enforce, and perform all of its obligations
under  the  Transaction  Agreements.  Furthermore,  we  have  assumed  the  due
authorization  by  the Holders of all requisite action and the due execution and
delivery  of the Transaction Agreements by the Holders, and that the Transaction
Agreements  are  valid  and binding upon the Holders and are enforceable against
the  Holders  in  accordance  with  their  terms.

     Our  examination  of law relevant to the matters covered by this opinion is
limited  to  the laws of the State of Georgia, the Corporate Law of the State of
Delaware, and the federal United States law specifically referred to herein, and
we express no opinion as to the effect on the matters covered by this opinion of
the  laws  of  any  other  jurisdiction.

     This opinion in given as of the date hereof and we assume no obligation, to
update  or  supplement  this opinion to reflect any facts or circumstances which
may  hereafter  come to our attention or any changes in laws which may hereafter
occur.


                                            Very  truly  yours,


                                        2
<PAGE>
                                    EXHIBIT H

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                               LIST OF COLLATERAL

On file at the Company's principal place of business.


<PAGE>
                                    EXHIBIT I

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                      FINANCING STATEMENTS FILED IN ONTARIO

On file at the Company's principal place of business.


<PAGE>