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                                  Exhibit 10.39

                       LICENSE AND DISTRIBUTION AGREEMENT

           DATED as of, and effective from, the 30th day of July, 1998

                                     between

      THE GLOBAL TRACKER CORPORATION ("GT"), a corporation duly organized and
      existing under the laws of the Province of Ontario, having offices at 66
      Wellington Street West, Suite 5104, Toronto Dominion Bank Tower, Toronto
      Dominion Centre, Toronto, Ontario, CANADA  M5K 1K2

                                       and

      TRACKER CORPORATION OF AMERICA, INC. ("TCA"), a corporation duly organized
      and existing under the laws of Delaware, having offices at 180 Dundas
      Street West, Suite 1505, Toronto, Ontario CANADA M5G 1Z8.

GT owns and is engaged in the business of licensing two dimensional bar-code
technology used for the purposes of personal property identification and
recovery; and

TCA wishes to acquire a license to use GT's Technology (as defined below) for
its own use along with the right to distribute the Technology on an exclusive
world-wide basis in accordance with the terms and conditions set out in this
License and Distribution Agreement.

Intending to be legally bound, the parties agree as follows:

1.    DEFINITIONS

     1.1.   "Confidential Information" means any information designated as
            confidential or which ought to be considered confidential from the
            circumstances surrounding its disclosure including without
            limitation any information related to the Technology, but does not
            include information which:

            (a)   is known to the receiving party before receipt thereof from
                  the other party, as evidenced by the receiving party's written
                  records;

            (b)   is disclosed to the receiving party in good faith by a third
                  party who had a right to make such disclosure;

            (c)   is made public by the originating party, or is established to
                  be a part of the public domain otherwise than as a consequence
                  of a breach by the receiving party of its obligations
                  hereunder;

            (d)   is required by law to be disclosed; and


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            (e)   can be demonstrably proven to have been independently
                  developed by the receiving party.

     1.2.   "Technology" means the executable object code of GT's proprietary
            two dimensional bar-code technology which provides its end-use
            customers with a highly secured and cost effective service to aid in
            the recovery of lost or stolen possessions.

     1.3.   "Territory" means the world.

2.   GRANT OF RIGHTS AND APPOINTMENT OF DISTRIBUTOR

     2.1.   Subject only to the conditions set out in this Agreement, GT:

            (a)   appoints TCA as its authorized distributor of the Technology
                  in the Territory for the term set out in Article 12 below; and

            (b)   grants to TCA an exclusive, worldwide right and license to the
                  Technology for its use, and its license or sub-license to
                  third parties, directly, or indirectly, through sales agents,
                  distributors or otherwise.

3.   OWNERSHIP OF THE TECHNOLOGY

     3.1.   All right, title and interest in and to the Technology including,
            without limitation, all industrial and intellectual property rights,
            shall be and remain vested in GT or GT's affiliated companies or
            licensors. These rights are protected by United States and Canadian
            intellectual property right laws, international treaty provisions
            and other applicable national laws.

4.   COMPENSATION AND PAYMENT

     4.1.   TCA will pay no royalties or other fees on revenue received by TCA
            under contracts between TCA and any third party in which the
            Technology is a component in the first year of the Initial Term (as
            defined below);

     4.2.   After the first year, TCA will pay to GT royalties of twelve percent
            (12%) of the gross revenues payable to TCA under contracts between
            TCA and any other third party in which the Technology is a
            component;

     4.3.   Royalties shall be payable monthly in arrears in accordance with the
            following procedure: TCA shall deliver to GT an amount equal to the
            Royalties payable with respect to revenue received by TCA under
            contracts between TCA and any third party in which the Technology is
            a component during a monthly period within thirty (30) days after
            the end of each month during the term of this Agreement (the
            "Royalty Deposit Day"), together with a written report showing its
            computation of Royalties actually due under this Agreement during
            the respective calendar month just completed.

5.   CONDITIONS OF TECHNOLOGY USE


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     5.1.   TCA will:

            (a)   not modify the Technology in any manner whatsoever, without
                  the prior written consent of GT;

            (b)   to the extent permitted by law, not attempt to reverse
                  engineer or otherwise render the Technology to a
                  human-readable form in order to understand the Technology
                  structure or details in any way, or to produce any work
                  derived from the Technology;

            (c)   not attempt to defeat any mechanisms that control the number
                  of copies of the Technology allowed to operate simultaneously
                  during any particular time period; and

            (d)   allow the Technology only to be used and accessed by TCA's
                  employees, agents or customers for the purposes of this
                  Agreement who have a legitimate need and right to use the
                  Technology, provided that such employees, agents or customers
                  have entered into GT's standard form of license agreement
                  which provides for the same or greater level of protection for
                  Confidential Information as set out herein. TCA hereby accepts
                  full responsibility and liability for the actions or omissions
                  of its employees, agents or customers.

6.   DUTIES OF TCA

     6.1.   TCA shall:

            (a)   use its best efforts to diligently promote and sell the
                  Technology throughout the Territory.

            (b)   at its own cost and expense:

                  (i)      display, operate and demonstrate the Technology in
                           accordance with the instructions set forth in the
                           then current user's manual provided for such
                           Technology by GT;

                  (ii)     conduct such sales promotion activities as are
                           necessary to stimulate and promote the sale of the
                           Technology in the Territory;

                  (iii)    develop all necessary sales and marketing literature
                           to promote and positions the Technology in each
                           unique area of the Territory, including but not
                           limited to translation and production of local
                           language variants of said materials. TCA agrees to
                           maintain the prominent display of GT's logo and
                           proprietary rights in the Technology on all
                           literature, brochures and other promotional
                           materials;

                  (iv)     maintain sales office facilities and a staff of
                           trained sales personnel throughout the Territory;


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                  (v)      maintain a staff of trained technical and
                           administrative personnel to provide training and
                           customer support services consistent with
                           establishing and maintaining a high degree of
                           customer proficiency and satisfaction with the
                           Technology.

                  (vi)     comply with all applicable laws and regulations
                           within the Territory and/or each region of the
                           Territory;

                  (vii)    provide GT, within seven (7) days of the end of every
                           calendar month, with a written report showing a list
                           of all end-user customers who have purchased the
                           Technology and who have executed GT's standard
                           Software License and Software Support Agreements
                           during the month;

                  (viii)   provide GT, upon request, with information relating
                           to potential end-user customers of the Technology,
                           activities of competitors and such other information
                           as GT may require from time to time about the
                           Territory;

                  (ix)     promptly notify GT of any complaints or problems
                           reported or encountered, in connection with the
                           design or operation of the Technology; and

                  (x)      cause all end-user customers to execute GT's standard
                           Software License and Software Support Agreements, and
                           return same to GT in a timely manner.

7.   COMMERCIAL TERMS

     7.1.   All monetary amounts in this Agreement, including but not limited to
            list prices and discounts, shall be in US dollars, unless expressly
            stated to the contrary.

     7.2.   Prices for the Technology shall be as described in GT's applicable
            international price list as published and updated from time to time
            by GT. GT may at its sole discretion change the prices and such
            changed prices shall become effective ninety (90) days after written
            notification to TCA.

     7.3.   Prices do not include sales tax or similar taxes. TCA shall pay such
            taxes either directly or when invoiced by GT, or shall supply
            appropriate tax exemption certificates in a form satisfactory to GT.

     7.4.   TCA shall be responsible, at its own expense, for obtaining all
            necessary import permits and for the payment of any and all taxes
            and duties imposed on the delivery, importation, sale or license of
            the Technology in the Territory or other destination designated by
            TCA.

     7.5.   TCA shall be free to determine its own resale prices to end-user
            customers. Any list prices published or provided by GT are
            suggestions only.


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8.   LEGAL RISK MANAGEMENT

            (a)   THE OBLIGATIONS OF THE PARTIES EXPRESSLY STATED IN THIS
                  AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS
                  EXPRESSED OR IMPLIED. WITHOUT LIMITATION, TO THE FULLEST
                  EXTENT ALLOWABLE BY LAW, THIS EXCLUSION OF ALL OTHER
                  WARRANTIES AND CONDITIONS EXTENDS TO IMPLIED WARRANTIES OR
                  CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABLE QUALITY AND
                  FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE
                  OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF
                  TRADE.

            (b)   THE PARTIES AGREE THAT EACH PARTY'S LIABILITY TO THE OTHER,
                  UNDER ANY THEORY OF LAW OR EQUITY, INCLUDING WITHOUT
                  LIMITATION, FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE,
                  ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
                  INTENDED FULFILLMENT OF EACH PARTY'S OBLIGATIONS UNDER THIS
                  AGREEMENT, IS LIMITED TO THE AMOUNT REQUIRED TO REIMBURSE THE
                  OTHER PARTY FOR DIRECT MONEY DAMAGES NOT TO EXCEED THE TOTAL
                  AMOUNT PREVIOUSLY PAID BY TCA TO GT FOR THE SIX MONTH PERIOD
                  IMMEDIATELY PRECEDING THE OCCURRENCE OF THE ERROR, OMISSION OR
                  ACTION GIVING RISE TO THE LIABILITY CLAIM.

            (c)   NEITHER PARTY WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY
                  SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS,
                  ANTICIPATED REVENUE, SAVINGS OR GOODWILL OR OTHER ECONOMIC
                  LOSS OF THE OTHER PARTY.

9.   PATENT, COPYRIGHT AND TRADE SECRET INDEMNITIES

     9.1.   GT will indemnify and hold harmless TCA from any losses, damages,
            expenses (including legal fees), costs, penalties and liabilities
            whatsoever that are reasonable and that arise out of or in
            connection with any action or claim that the Technology provided by
            GT hereunder infringes or violates any patents, copyrights or trade
            secrets of any third party.

     9.2.   GT will, at its own expense, defend any such action or claim and TCA
            will, at its own expense, assist in the defense, provided that, so
            long as GT can demonstrate sufficient financial resources, GT will
            control the defense and all negotiations related to the settlement
            of any such claim and further provided that any settlement intended
            to bind TCA will not be final without TCA's written consent, which
            will not be unreasonably withheld.

     9.3.   TCA will promptly provide GT with written notice of any information
            that comes to its attention and that might lead to a claim that TCA
            may assert under this indemnity provision. Failure by TCA to notify
            GT of such information (or of any actual third


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            party claim), which results in GT being materially prejudiced, will
            relieve GT of its liability under this indemnity provision.

     9.4.   If the Technology or any portion thereof are held to constitute an
            infringement and their use are enjoined by a final non-appealable
            decree, GT will have the obligation, at its own expense, to:

            (a)   modify the infringing portion of the Technology without
                  impairing in any material respect its functionality or
                  performance, so that it is non-infringing;

            (b)   procure for TCA the right to continue to exercise its rights
                  under this Agreement, or

            (c)   replace the technology with equally suitable, non-infringing
                  software, provided that any replacement or modification does
                  not prejudice TCA's right to market, sell and use the
                  Technology and that the replacement or modification will be
                  carried out in a manner intended to limit interruptions in
                  TCA's use of the Technology and its marketing activities.

     9.5.   Notwithstanding the foregoing, GT will have no liability to TCA with
            respect to any claim of patent or copyright infringement to the
            extent that the claim is based upon (i) the combination of the
            Technology with machines, systems or devices not approved by GT; and
            (ii) the modification by TCA of the Technology; or (iii) the use of
            the Technology not in accordance with user's manual.

10.  CONFIDENTIALITY

     10.1.  TCA shall have a fiduciary level of care to hold GT's Confidential
            Information in strict confidence.

     10.2.  TCA will use GT's Confidential Information strictly for the purposes
            contemplated under this Agreement.

11.  NON-COMPETITION

     11.1.  TCA hereby covenants and agrees that during the term of this
            Agreement, and for a period of one (1) year following the
            termination of this Agreement, TCA shall not, for whatever reason
            and with or without cause, either individually or in partnership or
            jointly or in conjunction with any person or persons, firm,
            association, syndicate, company, corporation or entity as principal,
            agent, employee, shareholder, owner, investor, partner or in any
            other manner whatsoever, directly or indirectly, carry on or be
            engaged in or be concerned with or interested in or advise, lend
            money to, guarantee the debts or obligations of or permit its name
            or any part thereof to be used or employed by any person or persons,
            firm, association, syndicate, company, corporation or entity engaged
            in or concerned with or interested in the business of manufacturing
            producing, marketing, distributing or selling, for wholesale or
            retail, any products similar to or competitive with the Technology.



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     11.2.  The parties agree that all of the restrictions contained herein are
            reasonable and valid in these circumstances and will not
            unreasonably restrain the trade of TCA and all defenses to the
            strict enforcement thereby of GT are hereby waived by TCA.

12.   TERM AND TERMINATION

12.1.    The Initial Term of this Agreement will be seven (7) years commencing
         from the date of execution of this Agreement and will be automatically
         renewed for one (1) further seven (7) year Renewal Term unless either
         of the parties gives notice to the other at east six (6) months prior
         to the end of the Initial Term of its intent not to renew.

12.2.    Either party may terminate this Agreement in its discretion if,
         immediately upon written notice to the other party, the other party has
         a winding up or bankruptcy order made against it (other than for the
         purpose of a reconstruction or amalgamation not involving an insolvency
         of that party) or if a Receiver or Manager over any of its assets is
         appointed or if it becomes unable to pay its debts or if it enters into
         any arrangement or composition with or for the benefit of its creditors
         or if a resolution is passed for the voluntary winding up or
         dissolution of that party or if an Administrator is appointed in
         respect of that party or any of its assets or if it is dissolved or any
         analogous occurrence under any other jurisdiction.

12.3.    GT may terminate this Agreement immediately upon written notice to TCA
         if TCA does not present to GT, within ninety (90) days of the end of
         the first year of the Initial Term, a written statement by TCA's
         auditors that TCA has entered into bona fide, arms-length license and
         support agreements with end-user customers, in which the Technology is
         a component and which, in the aggregate, will generate annual gross
         revenues to TCA in the second year of the Initial Term of at least
         $250,000.

13.   GENERAL

13.1.    This Agreement is to be governed by and construed in all respects in
         accordance with the laws of the State of Georgia and the parties agree
         to submit to the non-exclusive jurisdiction of the courts of the State
         of Georgia as regards any claim or matter arising in relation to this
         Agreement.

13.2.    The parties expressly waive any right they may have to trial by jury
         and agree that any proceeding shall be only to the court sitting
         without a jury.

13.3.    This Agreement constitutes the entire agreement between the parties
         with respect to the subject matter hereof and merges all prior
         communications.

13.4.    If one or more of the provisions is found to be invalid or
         unenforceable, that provision shall be deemed to be severed herefrom
         tot he extent of the facts in dispute and the remaining provisions
         shall remain valid and enforceable.

13.5.    This Agreement shall not be assigned by TCA without the prior written
         approval of GT, TCA shall not sub-license its rights under this
         Agreement to any other person or


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            entity and any such sub-license shall be null and void. GT shall
            have the right to assign the agreement without notice or consent of
            TCA.

     13.6.  The execution and delivery of the Agreement by either party hereto
            by facsimile transmission will constitute valid execution and
            delivery of this Agreement.

     13.7.  Articles 3, 8, 9, 10 and 11 will survive termination of this
            Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first noted above.

THE GLOBAL TRACKER                  TRACKER CORPORATION OF AMERICA:
CORPORATION:


/s/ Jay S. Stulberg                 /s/ Bruce I. Lewis
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Signature                           Signature


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Name                                Name


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Title                               Title



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