Exhibit 10.42

                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS  EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
the  18th  day  of  December 1998, between The Tracker Corporation of America, a
Delaware  corporation  (the  "Company")  and  Jay S. Stulberg (the "Executive").

                                    RECITALS
                                    --------

A.     The  Company  desires  to  retain  the  services  of the Executive as its
President,  Chief  Operating Officer, Chief Financial Officer and Secretary, and
the  Executive  desires  and  is  willing to be employed by the Company in those
capacities.

B.          The  Company  and  the  Executive  desire  to  embody  the terms and
conditions  of  the  Executive's  employment  in a written agreement, which will
supersede  all  prior agreements of employment, whether written or oral, between
the  Company and the Executive, pursuant to the terms and conditions hereinafter
set  forth.

                              TERMS AND CONDITIONS
                              --------------------

     NOW,  THEREFORE,  in consideration of their mutual covenants and other good
and  valuable  consideration,  the  receipt  and sufficiency of which are hereby
acknowledged,  the  parties  agree  as  follows:

                                    ARTICLE I
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                                 DUTIES AND TERM
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1.4     Employment
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(a)     The  Executive  is  employed  as the President, Chief Operating Officer,
Chief  Financial Officer and Secretary of the Company.  The Executive shall have
such duties and responsibilities as shall be assigned to the Executive from time
     to  time  by  the  Board  of  Directors of the Company (the "Board") in the
Executive's  capacity as the President, Chief Operating Officer, Chief Financial
Officer  and  Secretary  of  the  Company.
(b)     The  Executive  may  agree  to  serve,  if elected, as a director of the
Company  and  as  an  officer  or director of any subsidiary or affiliate of the
Company.
(c)     During  the  period  of  his  employment  hereunder, the Executive shall
devote  substantially  all of his business time, attention, skill and efforts to
the  faithful  performance  of his duties hereunder; provided, however, that the
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Executive may serve or continue to serve on the board of directors or hold other
offices  or  positions in companies or organizations if they involve no conflict
of  interest  with  the  interests  of  the  Company and may engage in customary
professional  activities  which in the judgment of the Board will not materially
affect  the performance by the Executive of his duties hereunder.  The Executive
has  disclosed  to  the  Board  all  material  business  ventures in which he is
currently  involved,  and subject to approval by the Board (after written notice
to  it),  may  in  the future have other business investments and participate in
other  business  ventures  which may, from time to time, require portions of his
time,  but  shall  not  interfere  with  his  duties  hereunder.
1.5     Term.  The  term of this Agreement shall commence on January 1, 1999 and
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shall continue, unless sooner terminated as provided herein, for three (3) years
     (the  "Initial  Term").  Thereafter,  the  term  of  this  Agreement  shall
automatically  be extended for successive one (1) year periods ("Renewal Terms")
unless  either  the  Board or the Executive gives written notice to the other at
least ninety (90) days prior to the end of the Initial Term or any Renewal Term,
as  the  case  may  be,  of  its  or his intention not to renew the term of this
Agreement.  The  Initial  Term  and any Renewal Terms of this Agreement shall be
collectively  referred  to  as  the  "Term."
1.6     Location.  During  the  Term  of  this Agreement, the Executive shall be
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based  in  the principal offices of the Company in the greater Toronto, Ontario,
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Canada  metropolitan  area  (hereinafter  collectively  referred to as the "Base
City"), and shall not be required to be based anywhere other than the Base City,
except for travel reasonably required in the performance of his duties hereunder
and  except  as  may  be  otherwise  agreed  to  by  the  Executive  in his sole
discretion.
                                   ARTICLE II
                                  COMPENSATION

2.7     Base  Salary
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(a)     Subject  to  the further provisions of this Agreement, the Company shall
pay  the  Executive during the Term of this Agreement a base salary at an annual
rate of not less than One Hundred Twenty-Five Thousand Dollars ($125,000)(United
     States  currency)  (the "Base Salary").  The Base Salary shall be increased
on April 1, 2000 and April 1, 2001 by Thirty Seven Thousand Five Hundred Dollars
($37,500)  (United  States  currency),  respectively,  if  the Company generates
Positive  Cash  Flow  for the previous fiscal year, which increased salary shall
then  become the Base Salary.  For the purposes of this Agreement, Positive Cash
Flow  will  be  determined  when  the  sum  of  the  net  cash used in operating
activities,  plus the current and long-term deferred revenue for the fiscal year
as  disclosed  in  the  Company's annual Consolidated Financial Statements, is a
positive  number. The Base Salary of the Executive shall not be decreased at any
time  during the Term of this Agreement from the amount of Base Salary in effect
from time to time.  Participation in deferred compensation, discretionary bonus,
retirement, stock option and other employee benefit plans and in fringe benefits
shall  not  reduce  the  Base Salary payable to the Executive under this Section
2.1.  The  Base Salary under this Section 2.1 shall be payable by the Company to
the  Executive  not  less  frequently  than  semi-monthly.
2.8     Discretionary  Bonuses.  Subject  to  the  further  provisions  of  this
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Agreement,  during the Term of this Agreement the Executive shall be entitled to
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participate  in  an  equitable  matter  with  all other senior executives of the
Company in such discretionary bonuses an may be authorized, declared and paid to
     the  Company's  senior  executives generally.  The foregoing shall not give
the  Executive  the  right  to  participate in any individualized bonus programs
whether or not such bonus programs are applicable to any or all of the Company's
other  senior  executives.
2.9     Participation in Retirement and Employee Benefit Plans; Fringe Benefits.
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The  Executive  shall  be  entitled  to  participate in all plans of the Company
relating  to  stock  options,  stock purchases, pension, thrift, profit sharing,
life  insurance,  hospitalization  and  medical  coverage, disability, travel or
accident  insurance, education or other retirement or employee benefits that the
Company  has  adopted  or  may  adopt  for the benefit of its senior executives,
subject  to  the terms and conditions of such plans.  In addition, the Executive
shall  be  entitled  to participate in any other annual fringe benefits, such as
club dues and fees of professional organizations and associations, which are now
or may become applicable to the Company's senior executives, a car allowance the
amount  of which shall not exceed $10,000 per annum and any other benefits which
are  commensurate  with  the  duties and responsibilities to be performed by the
Executive  under  this  Agreement.
2.10     Vacations.  The Executive shall be entitled, without loss of pay, to be
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absent  voluntarily  for  reasonable periods of time from the performance of his
duties  and  responsibilities under this Agreement.  All such voluntary absences
shall  count  as paid vacation time, unless the Board otherwise determines.  The
amount  and  timing  of paid vacations shall be scheduled in a manner reasonably
acceptable  to  the  Company and shall conform to the standards set forth in the
policies  and  procedures,  if  any,  established by the Company with respect to
vacations  and  other  absences.
2.11     Expense  Reimbursements.  The  Company, in accordance with such uniform
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expense  reimbursement  policies and procedures as it may adopt, shall reimburse
all of the Executive's out-of-pocket expenses properly incurred by the Executive
in  connection with the performance of his duties hereunder and substantiated to
the  Company.  Except  as  provided  herein  to  the  contrary,  all  expense
reimbursements,  and  other amounts due under this Section 2.6, shall be paid to
the  Executive on or before the twenty-fifth (25th) day following the receipt by
the  Company of the annual audited financial statements of the Company; provided
however,  that  the  foregoing shall not prevent the Company from paying expense
reimbursements  as  they  are  incurred  and  reported  by  the  Executive.
2.12     Relocation Expenses.  If the Company decides to relocate the Executive,
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the  Company  shall  pay  the  Executive,  twenty-five  percent  (25%)  of  the
Executive's  Base  Salary  (not  in  excess  of $25,000 per occurrence) or shall
reimburse  the  Executive  for expenses in connection with the relocation of the
Executive  and  his  family whichever is less.  Such expenses shall include, but
shall  not be limited to, real estate sales commissions and expenses incurred in
connection  with  the sale by the Executive of his principal residence, expenses
associated  with  moving  the Executive's household goods, transportation of the
Executive  and  his  family  in  connection  with  such relocation and temporary
housing  as  reasonably  required  by  such  relocation.
                                   ARTICLE III
                            TERMINATION OF EMPLOYMENT

3.4     Death  or  Retirement  of Executive.  This Agreement shall automatically
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terminate  upon  the  death  or  Retirement  (as  defined in Section 3.4) of the
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Executive.
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3.5     By  the  Executive.  The  Executive  shall be entitled to terminate this
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Agreement  by  giving  written  notice  to  the  Company.
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(d)     at  least  ninety  (90) days prior to the end of the Initial Term of any
Renewal  Term  of  this  Agreement;
(e)     for Good Reason (as defined in Section 3.4) prior to a Change of Control
     (as  defined  in  Section  3.4);  and
(f)     for  Good  Reason  following  a  Change  of  Control.
     3.3     By  the  Company.  The  Company shall be entitled to terminate this
             ----------------
Agreement  by  giving  written  notice  to  the  Executive, executed by at least
two-third  (2/3)  of  the  members  of  the  Board:
(d)     at  least  ninety  (90) days prior to the end of the Initial Term of any
Renewal  Term  of  this  Agreement;
(e)     in  the event of the Executive's Disability (as defined in Section 3.4);
and
(f)     for  Cause  (as  defined  in  Section  3.4).
3.6     Definitions.  For  purposes of this Agreement, the following terms shall
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have  the  following  meanings:
(e)     "Cause"  shall  mean  any  of  the  following:
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(j)     the  conviction  of  or  a  plea  of  guilty  or  nolo contendere by the
                                                          ---------------
Executive  to  a  felony  or  serious misdemeanor involving fraud, embezzlement,
theft,  dishonesty  any  other  crime  involving  moral  turpitude;
(iii)     an  act  or  acts  of  dishonesty  on  the  part  of  the Executive in
connection with the performance of his duties hereunder that constitute a felony
     or serious misdemeanor and resulting or intended by the Executive to result
directly  or  indirectly  in  personal  gain or enrichment at the expense of the
Company;
     (iii)     failure  of  or  refusal  on  the  part  of  the  Executive  to
substantially  perform  all  of  his  duties hereunder, which failure or refusal
shall  not  be  cured  within  fifteen  (15)  days  following (A) receipt by the
Executive  of  a  written  notice,  executed by at least two-thirds (2/3) of the
Board,  specifying  the  factors or events constituting such failure or refusal,
and (B) a reasonable opportunity for the Executive to correct such deficiencies;
     (iv)    the  Executive's  use  of drugs and/or alcohol in violation of then
current  Company  policy;
(w)     the  willful  engaging by the Executive in conduct which is demonstrably
and  materially  injurious  to  the  Company,  momentarily  or  otherwise;  or
     (vi)     other  material  breach  of this Agreement by the Executive, which
breach  shall not be cured within fifteen (15) days after written notice thereof
to  the  Executive,  executed by at least two-thirds (2/3) of the members of the
Board.
(f)     "Change  of  Control" shall mean a change in ownership or control of the
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Company  effected  through  any  of  the  following  transactions:
     (i)     the  direct  or indirect acquisition by any person or related group
of  persons  (other  than  the  Company  or a person that directly or indirectly
controls,  is  controlled  by,  or is under common control with, the Company) of
beneficial  ownership  (within  the  meaning  of  Rule  13d-3  of the Securities
Exchange  Act  of  1934,  as  amended)  of securities possession more than fifty
percent  (50%)  of  the total combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer made directly to the Company's
stockholders  or  other  transaction,  in  any  case  whether  or  not the Board
recommends  that  the  Company's  stockholders  accept  this  offer.
(ii)     a  change  in  the composition of the Board over a period of thirty-six
(36)  consecutive  months  or  less  such  that  a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested
elections  for  Board  membership, to be comprised of individuals who either (A)
have  been Board members continuously since the beginning of such period, or (B)
have  been elected or nominated for election as Board members during such period
by  at  least  a  majority of the Board members described in clause (A) who were
still  in  office  at  the  time such election or nomination was approved by the
Board;
(iii)     a  merger  or  consolidation in which the Company is not the surviving
entity, except for a transaction the principal purpose of which is to change the
state  in  which  the  Company  is  incorporated;
(iv)     the  sale, transfer or other disposition of all or substantially all of
the assets of the Company in complete liquidation or dissolution of the Company;
or
     (v)          any  reverse  merger  in  which  the  Company is the surviving
entity  but  in which securities possessing more than fifty percent (50%) of the
total  combined  voting  power  of  the  Company's  outstanding  securities  are
transferred  to  a  person  or  persons different from the persons holding those
securities  immediately  prior  to  such  merger.

(g)     "Disability" shall mean the Executive's failure substantially to perform
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     his  duties  hereunder  on  a  full-time  basis  for a period exceeding one
hundred  eighty  (180) consecutive days or for periods aggregating more than one
hundred  eighty  (180)  days  during any twelve (12) month period as a result of
incapacity  due  to physical or mental illness not due to drug or alcohol abuse.
If  there  is  a  dispute  as  to  whether the Executive is or was physically or
mentally  unable  to perform his duties under this Agreement, such dispute shall
be submitted for resolution to a licensed physician agreed upon by the Board and
the  Executive, or if an agreement cannot be promptly reached, the Board and the
Executive  will  each  select a physician, and if these physicians cannot agree,
they will pick a third physician whose decision shall be binding on all parties.
If  such  a  dispute arises, the Executive shall submit to such examinations and
shall  provide  such  information  as  such  physician(s)  may  request, and the
determination  of  the  physician(s)  as  to  the Executive's physical or mental
condition shall be binding and conclusive; provided, however, that the Executive
shall  be  conclusively  presumed  not  to  be Disabled until the Board provides
                                   ---
written  notice  to  the  Executive  or  his  representative, signed by at least
two-thirds (2/3) of the members of the Board, concerning its final determination
of  the  Executive's  status  under  this  Section  3.4(c).
(h)     "Good  Reason"  shall  mean any of the following if the same shall occur
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without  the  Executive's  express  prior  written  consent:
--

     (i)     a  material  change  by  the  Company  in the Executive's function,
duties  or  responsibilities (including reporting responsibilities), which would
reduce  the  dignity,  responsibility and importance of the Executive's position
with  the  Company  in  comparison  to his functions, duties or responsibilities
theretofore,  or in the case of a Change of Control, involving duties of a scope
less  than  that  associated with the Executive's most significant position with
the  Company  during  the  ninety (90) day period immediately preceding the date
such  Change  of  Control  occurs;
(ii)     the  Executive's  Base  Salary  is  reduced  by  the  Company;
(iii)     relocation of the Executive's principal place of employment to a place
located  outside  of  the  Base  City;
(iv)     the failure by the Company to obtain the assumption by operation of law
or  otherwise  of  this Agreement by any entity which is the surviving entity in
any merger or other form of corporate reorganization involving the Company or by
any  entity  which acquires all or substantially all of the Company's assets; or
     (v)          other  material breach of this Agreement by the Company, which
breach  shall not be cured within fifteen (15) days after written notice thereof
to  the  Company.
     (e)     "Retirement"  shall  mean  normal  retirement  at  age  60  or  in
             -----------
accordance  with  retirement  rules generally applicable to the Company's senior
executives.

                                   ARTICLE IV
                   COMPENSATION UPON TERMINATION OF EMPLOYMENT

     4.1     Termination  by  the  Company for Cause or by the Executive Without
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Good  Reason.  If  the  Executive's  employment is terminated by the Company for
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Cause  or  by  the  Executive  without  Good  Reason,  the  Company  shall:
  -
(f)     pay the Executive (or his estate or beneficiaries) any Base Salary which
     has accrued but not been paid as of the termination date (the "Accrued Base
Salary");
(g)     reimburse  the  Executive (or his estate or beneficiaries) for allowable
expenses  incurred  by him prior to the date of termination which are subject to
reimbursement  hereunder  pursuant to applicable Company policies then in effect
(the  "Accrued  Reimbursable  Expenses");
(h)     provide  to  the  Executive (or his estate or beneficiaries) any accrued
and  vested  benefits  required  to  be  provided  by  the  terms  of  any
Company-sponsored  benefit  plans  or  programs  (the  "Accrued  Benefits");
(i)     pay  the  Executive  (or  his estate or beneficiaries) any discretionary
bonus and any individualized bonuses or other payment due to the Executive under
     the  terms  of  this Agreement or any other agreement between the Executive
and  the  Company,  which has accrued and been earned but has not been paid (the
"Accrued  Bonus");  and
(j)     in  addition,  the Executive (or his estate or beneficiaries) shall have
the  right  to exercise all vested, unexercised stock options outstanding at the
termination  date  in  accordance  with  the  terms  of the plans and agreements
pursuant  to  which  such  options  were  issued.
     4.2     Termination  by  the  Company Without Cause or by the Executive for
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Good Reason Prior to a Change of Control or due to the Expiration of the Term of
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this Agreement, or the Death or Disability of the Executive.  If the Executive's
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employment  is  terminated  by the Company without Cause or by the Executive for
Good Reason, in each case prior to a Change of Control, or due to the expiration
of  the Term of this Agreement, or the death or Disability of the Executive, the
Company  shall:
(h)     pay  the  Executive  the  Accrued  Base  Salary;
(i)     pay  the  Executive  the  Accrued  Reimbursable  Expenses;
(j)     pay  the  Executive  the  Accrued  Benefits pursuant to the terms of the
plans,  programs  or arrangements governing such Accrued Benefits, including any
benefits  required  to be paid or provided in the event of the Executive's death
or  Disability  under  applicable  law;
(k)     pay  the  Executive  the  Accrued  Bonus;
(l)     pay  the Executive his Base Salary, as and when the same would have been
paid  to the Executive pursuant to Section 2.1 had the termination not occurred,
until  the  end  of  the then current Term of this Agreement; provided, however,
                                                              --------
than  in  no  event  shall  the  Base Salary paid to the Executive pursuant this
Section  4.2(e)  be  for  less  than  one  (1)  year;
(m)     maintain  in  full  force  and  effect, for the continued benefit of the
Executive  and  his  eligible beneficiaries, until the first to occur of (i) his
attainment of alternative employment; provided that, except in the case of death
     or  Disability,  the  Executive  agrees to use reasonable efforts to obtain
suitable  employment  with another company following termination; or (ii) twelve
(12)  months  following  the termination date, the employee benefits pursuant to
Company-sponsored  benefit  plans,  programs  or other arrangements in which the
Executive was entitled to participate immediately prior to such termination, but
only  to  the  extent  that the Executive's continued participation is permitted
under the general terms and provisions of such plans, programs and arrangements;
and
(n)     in  addition,  the Executive (or his estate or beneficiaries) shall have
the  right  to exercise all vested, unexercised stock options outstanding at the
termination  date  in  accordance  with  the  terms  of the plans and agreements
pursuant  to  which  such  options  were  issued.
     4.3     Upon  Termination  by the Company Without Cause or by the Executive
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for  Good  Reason  Following  a  Change  of  Control.
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(d)     If,  following  a  Change  of  Control,  the  Executive's  employment is
terminated by the Company without Cause or by the Executive for Good Reason, the
     Company  shall  make  the  payments  and  provide to the Executive the same
benefits  set  forth  in  Section  4.2  hereof.  In addition, all unvested stock
options  owned  by  the  Executive at the date of termination shall become fully
vested  at  the  termination  date,  and  the  Executive  (or  his  estate  or
beneficiaries)  shall  have  the right to exercise all vested, unexercised stock
options  outstanding at the termination date (including the accelerated options)
in  accordance  with  the  terms  (except  the vesting terms with respect to the
accelerated  options) of the plans and agreements pursuant to which such options
were  issued.
(e)     Notwithstanding anything herein to the contrary, if the deductibility by
     the  Company  of  any  payments  to  be  made  to  the Executive under this
Agreement would be limited by Section 280G of the Internal Revenue Code of 1986,
as  amended  (the  "Code")  or if an excise tax would be imposed with respect to
such  payments  under  Section  4999  of  the  Code, or any successor provisions
thereto,  the payments to be made to the Executive hereunder shall automatically
be  limited  to  an  amount  equal to the maximum amount that would otherwise be
deductible by the Company under Code Section 280G and that will not result in an
excise  tax  under  Code  Section 4999; provided, however, that if pursuant to a
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final  determination of a court of competent jurisdiction or an Internal Revenue
Service proceeding that, notwithstanding the good faith of the Executive and the
Company  in  applying  the terms of this Agreement, any portion of the aggregate
payments  made  hereunder  would  not  be  deductible  by the Company under Code
Section 280G, the Executive agrees to pay to the Company, upon demand, an amount
equal  to the sum of (i) the portion of such amount that would not be deductible
by  reason  of  Code  Section 280G, and (ii) interest on the amount set forth in
clause  (i)  of  this  sentence  at  the  Applicable Federal Rate (as defined in
Section  1274(d)  of  the  Code) from the date of receipt of such excess payment
through  the date of repayment.  In applying the provisions of this Section, if,
for  any reason, any exemption from the applicable of the rules of Sections 280G
and/or  4999  of the Code shall be available under the terms of said sections or
under  any applicable regulations or rulings thereunder, such exemption shall be
fully  applied.
(f)     No  payment  under  this Agreement or otherwise that is not a "parachute
payment"  under Section 280G of the Code shall be taken into account in applying
the  provisions  of this Section.  Calculations necessary to be made in applying
the  provisions  of  this  Section  shall  be made by the public accounting firm
serving  as  the  Company's independent auditor immediately prior to a Change of
Control,  whose  determination,  made  in  good  faith,  shall  be  binding  and
conclusive  upon  both  the  Company  and  the  Executive.
     4.4     Restricted  Stock.  If  the  Executive's  employment  is terminated
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pursuant  either  to  Section  4.2  or  Section  4.3  hereof  at a time when the
Executive  holds  Company stock which constitutes "restricted securities" within
the  meaning  of  Securities  and Exchange Commission Rule 144, then the Company
will  use  its  best  efforts  to  eliminate the restrictions applicable to such
shares of Company stock and to make such shares of Company stock freely tradable
by  the  Executive.
                                    ARTICLE V
                              RESTRICTIVE COVENANTS
5.3     Confidentiality.
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(e)     The executive agrees that, during the Term of this Agreement, and at any
     time  following  its  termination,  he  will  keep all trade secrets and/or
proprietary  information  (collectively,  "Confidential  Information")  of  the
Company  in  strict  confidence  and  agrees  not  to  disclose any Confidential
Information  to any other person, firm, association, partnership, corporation or
other  entity  for  any  reason  except  as  such  disclosure may be required in
connection  with his employment hereunder.  The Executive further agrees, during
the Term of this Agreement, and at any time following its termination not to use
any  Confidential  Information  for any purpose except on behalf of the Company.
(f)     For  purposes  of  this Agreement, "Confidential Information" shall mean
any  information,  process  or idea that is not generally known in the industry,
that  the  Company  considers  confidential,  and/or  that  gives  the Company a
competitive advantage, including, without limitation, computer program listings,
     source code and object code; all information relating to hardware, software
and  other technology under development by or licensed to the Company, including
but  not  limited  to  schematics,  prototypes,  flow charts, design statistics,
specifications,  evaluations, test results and beta-test results; customer lists
and  records;  hardware  design  and/or  programming  techniques and development
tools;  joint  ventures  with  other  companies;  suppliers, production costs or
production  information;  business  or  marketing  plans;  business  forecasts;
management  information  systems;  trade secrets; processes; formulae; know-how;
methods  and  procedures  of  operation; proposals; budgets and forecasts; sales
records  and  any  other  licensed,  patented or copyrighted documentation.  The
Executive  understands  that  the  above list is intended to be illustrative and
that  other Confidential Information may currently exist or arise in the future.
If  the  Executive  is  unsure  whether  certain  information  or  material  is
Confidential Information, the Executive shall treat that information or material
as  confidential unless the Executive is informed by the Company, in writing, to
the  contrary.  "Confidential  Information"  shall  not  include any information
which;  (i)  is  or  becomes publicly available through no act or failure of the
Executive;  (ii)  was  or  is  rightfully learned by the Executive from a source
other  than the Company before being received from the Company; or (iii) becomes
independently  available to the Executive as matter of right from a third party.
If  only  a  portion  of  the  Confidential  Information  is or becomes publicly
available,  then  only  that  portion  shall  not  be  Confidential  Information
hereunder.
(g)     In  the  event  that  the Executive shall make any invention, discovery,
design  improvement or copyright work (collectively, an "Invention") relating to
or  capable  of  being  used in the business of the Company, the Executive shall
promptly disclose to the Company the full details thereof.  The Executive hereby
     acknowledges  and  agrees that the Company shall have full ownership rights
in  any  such Invention, by virtue of the fact that the Executive is employed by
the  Company.  Without  limiting  the generality of the foregoing, the Executive
agrees  that  he shall execute any and all documentation reasonably requested by
the  Company  to  assign  all  right, title and interest in any Invention to the
Company.
(h)     The  Executive  further  agrees  that upon termination of his employment
with  the  Company,  for  whatever  reason,  the Executive will surrender to the
Company  all  of  the property, client lists, notes, manuals, reports, documents
and other things in the Executive's possession, including copies or computerized
     records  thereof,  which  relate  directly  or  indirectly  to Confidential
Information.
5.4     Competition.
---     -----------
(c)     The Executive agrees that during his employment with the Company and for
     a  period  of  one  (1)  year  following  the  date  of  termination of his
employment hereunder for any reason (whether such termination shall be voluntary
or  involuntary),  the Executive, either individually or in conjunction with any
other person or entity, shall not, within the geographic boundaries or the North
American  continent  (the  "Area"):
(iv)     except as a passive investor in publicly-held companies, and except for
     investments  held  as  of  the  date  hereof,  directly  or indirectly own,
operate, manage, consult with, control, participate in the management or control
of,  be  employed by, maintain or continue any interest whatsoever in any person
or  entity  that  directly  or indirectly competes with the Company, or has as a
business  purpose  either  competition  with the Company or carrying on business
dealings  which  are  reasonably  capable  of  having  an  adverse effect on the
business  of  the  Company;  or
(v)     directly or indirectly solicit any business of a nature that is directly
     competitive  with the business of the Company from, or in any way interfere
with  the  Company's  business relationships with, any individual or entity that
obtained  products or services from the Company or its affiliates, or that was a
supplier  of  the  Company  or  its affiliates, with whom the Company had active
business  dealings,  whether  or not solicited by the Executive on behalf of the
Company, at any time during his employment with the Company, or in any other way
try  to divert or attempt to divert from the Company any business, the origin of
which  is  within  the  Area;  or
(vi)     employ,  or  directly  or indirectly solicit, or cause the solicitation
of, or in any way interfere with the employment by the Company or its affiliates
     of,  any  employees  (or independent contractors) of the Company who are in
the  employ  of  the  Company  or  its affiliates on the termination date of his
employment  hereunder  for  employment  by  the  Executive  or  others.
(d)     The  Executive  expressly  agrees  and  acknowledges  that:
(v)     this  covenant not to compete is reasonably necessary for the protection
of  the  interests  of the Company and is reasonable as to time and geographical
area  and  does  not  place  any  unreasonable  burden  upon  him;
(vi)     the  general  public  will  not be harmed as a result of enforcement of
this  covenant  not  to  compete;
(vii)     his  personal legal counsel has reviewed this covenant not to compete;
and
(viii)     he understands and hereby agrees to each and every term and condition
     of  this  covenant  not  to  compete.
     5.3     Remedies.  The Executive expressly agrees and acknowledges that the
             --------
covenant  not to compete set forth in Section 5.2 is necessary for the Company's
and its affiliates' protection because of the nature and scope of their business
and his position with the Company.  Further, the Executive acknowledges that, in
the  event  of his breach of his covenant not to compete, money damages will not
sufficiently  compensate  the  Company  for  its  injury  caused thereby, and he
accordingly  agrees  that in addition to such money damages he may be restrained
and  enjoined  from any continuing breach of the covenant not to compete without
any  bond or other security being required.  The Executive acknowledges that any
breach  of the covenant not to compete would result in irreparable damage to the
Company  The  Executive further acknowledges and agrees that if the covenant not
to  compete  herein  is deemed to be unenforceable and/or the Executive fails to
comply  with  this  Article  V,  the  Company  has  no obligation to provide any
compensation  or  other  benefits described in Article IV hereof.  The Executive
acknowledges  that  the  remedy  at  law  for any breach or threatened breach of
Sections  5.1  and  5.2  will  be  inadequate and, accordingly, that the Company
shall,  in  addition  to  all  other  available  remedies  (including  without
limitation,  seeking  such  damages as it can show it has sustained by reason of
such  breach),  be  entitled  to  injunctive  relief  or  specific  performance.
                                   ARTICLE VI
                                  MISCELLANEOUS
     6.1     No  Assignments.  This Agreement is personal to each of the parties
             ---------------
hereto.  No  party  may  assign  or delegate any rights or obligations hereunder
without  first  obtaining  the  written consent of the other party hereto.  This
Agreement  shall  be  binding  upon  and  inure  to the benefit of any successor
corporation  to  the  Company.
(c)     The  Company  shall  use  reasonable  efforts  to  require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
     all  or  substantially  all of the business and/or assets of the Company to
expressly  assume  and agree to perform this Agreement in the same manner and to
the  same  extent  that  the  Company would be required to perform it if no such
succession had taken place.  As used in this Agreement, "Company" shall mean the
Company  as defined herein and any successor to its business and/or assets which
assumes  this  Agreement  by  operation  of  law  or  otherwise.
(d)     This  Agreement  shall inure to the benefit of and be enforceable by the
Executive  and his personal or legal representatives, executors, administrators,
successors,  heirs, distributes, devisees and legatees.  If the Executive should
die while any amount would still be payable to him hereunder had he continued to
     live,  all such amounts, unless otherwise provided herein, shall be paid in
accordance  with  the  terms  of this Agreement to his devisee, legatee or other
designee,  or  if  there  is  not  such  designee,  to  his  estate.
     6.2     Notices.  For  the purpose of this Agreement, notices and all other
             -------
communications  provided  for in this Agreement shall be in writing and shall be
deemed  to  have been duly given when delivered or within five (5) business days
after  mailing  if  mailed  by United States or Canadian certified or registered
mail,  return  receipt  requested,  postage prepaid, to such addresses as either
party  may have furnished to the other in writing in accordance herewith, except
that  notice of a change of address shall be effective only upon actual receipt.
Notices  pursuant  to  Article  III of this Agreement shall specify the specific
termination provision relied upon by the party giving notice and shall state the
effective  date  of  the  termination.

6.12     Amendments  or Additions.  No amendments or additions to this Agreement
----     ------------------------
shall  be  binding  unless  in writing and signed by each of the parties hereto.
6.13     Section  Headings.  The  section  headings  used  in this Agreement are
----     -----------------
included  solely  for convenience and shall not affect, or be used in connection
----
with,  the  interpretation  of  this  Agreement.
6.14     Severability.  The  provisions  of  this  Agreement  shall  be  deemed
----     ------------
severable  and  the  invalidity  or  unenforceability of any provision shall not
----
affect  the  validity  or enforceability of the other provisions hereof.  If, in
----
any  judicial  proceedings,  a  court shall refuse to enforce one or more of the
--
covenants  or  agreements  contained  herein because the duration thereof is too
--
long,  or  the  scope  thereof  is too broad, it is expressly agreed between the
--
parties hereto that such scope or duration shall be deemed reduced to the extent
--
necessary  to  permit  the  enforcement  of  such  covenants  or  agreements.
6.15     Counterparts.  This  Agreement may be executed in several counterparts,
----     ------------
each  of  which  shall  be deemed to be original but all of which together shall
constitute  one  and  the  same  instrument.
6.16     Arbitration.  Any dispute or controversy arising under or in connection
----     -----------
with this Agreement shall be settled exclusively in the manner set forth in this
Section  6.7.  If  the  Company and the Executive disagree on any matter arising
under or in connection with this Agreement, either party shall have the right to
deliver  to  the  other  party  a written request (a "Consent Request") that the
other  party consent to the position of the requesting party with respect to the
matter  in  question.  The  parties shall negotiate in good faith to resolve the
matters set forth in the Consent Request.  If the parties are unable to agree on
a  matter set forth in a Consent Request within ten (10) days following delivery
thereof,  then  the  parties  shall  select  one  arbitrator,  who  shall  be
knowledgeable  in  the  high  technology industry.  If the parties fail to agree
upon  an arbitrator within ten (10) days, either party may request the Office of
the  President  of  the  American  Arbitration Association to do so.  Each party
shall  then  submit  its or his position in writing to the arbitrator within ten
(10)  days of the arbitrator's selection.  After receiving the written positions
of  the  parties,  and after a hearing, if the arbitrator deems a  hearing to be
necessary,  the  arbitrator shall and must select the position offered by one of
the  parties.  Such  arbitration  procedure  shall be commenced immediately upon
selection  of the arbitrator and shall be completed within forty-five (45) days.
The  decision  of  the  arbitrator  shall  be  final and binding on the parties.
Notwithstanding  any  other  provision  of this Agreement, if any termination of
this Agreement becomes subject to arbitration, the Company shall not be required
to pay any amounts to the Executive (except those amounts required by law) until
the  completion  of  the  arbitration  and  the  rendering  of  the arbitrator's
decision.  The  amounts, if any, determined by the arbitrator to be owned by the
Company  to  the Executive shall be paid within five (5) days after the decision
by  the  arbitrator  is rendered.  All matters approved pursuant to this Section
6.7  shall  be  deemed  conclusively to have been approved or agreed upon by the
parties  for  all  purposes  of  this Agreement.  Judgment may be entered on the
arbitrator's  award in any court having jurisdiction.  The costs and expenses of
such  arbitration  shall  be  borne  in accordance with the determination of the
arbitrator.
6.17     Modifications  and  Waivers.  No  provision  of  this  Agreement may be
----     ---------------------------
modified,  waived or discharged unless such waiver, modification or discharge is
----
agreed to in writing and signed by the Executive and such officer of the Company
as  may  be  specifically  designated  by  the Board.  No waiver by either party
hereto  at any time of any breach by the other party hereto of, compliance with,
any condition or provision of this Agreement to be performed by such other party
shall  be  deemed  a waiver of similar or dissimilar provisions or conditions at
the  same  or  at  any  prior  or  subsequent  time.
6.18     Governing  Law.  The  validity,  interpretation,  construction  and
----     --------------
performance  of  this  Agreement  shall  be governed by the laws of the State of
----
Georgia  without  regard  to  its  conflicts  of  law  principles.
----
6.19     Survival.  The  obligations  of the Company under Article IV hereof and
----     --------
the  obligations  of  the  Executive  under  Article  V hereof shall survive the
expiration  of  this  Agreement.
6.20     Assignment.  Notwithstanding Article 6.1, the Executive and the Company
----     ----------
agree that the Executive may assign the benefits but not the obligations of this
Agreement  to  an  entity  controlled  by  him or under common control with him.
     IN  WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as  of  the  date  first  indicated  above.
                              THE  COMPANY:

                              The  Tracker  Corporation  of  America


Witness:                              By:
                              Its:     Chairman  and  Chief  Executive
                                   Officer

                              THE  EXECUTIVE:


Witness:
                              Jay  S.  Stulberg

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