Exhibit 10.43

May  17,  1999



Mr.  Tomo  Razmilovic
President  and  COO
Symbol  Technologies,  Inc.
One  Symbol  Plaza
Holtsville,  NY  11742-1300



Dear  Tomo:

     This  letter  expresses our understanding regarding the basis of an ongoing
relationship  between  Symbol  Technologies,  Inc.  ("Symbol")  and  The Tracker
Corporation  of  America,  Inc.  and  any  current and future affiliates thereof
("hereinafter  referred  to  as  "Tracker"),  to  wit:

      1.     Tracker desires to use Symbol's bar code products and technology on
an  exclusive  basis.

     2.     Symbol  desires  to  assist  Tracker  to  market  and  sell systems,
utilizing  exclusively  Symbol's  bar  code  technology  (the  "Systems").

3.     Symbol  agrees to extend for a period of two years following execution of
this  letter  Tracker's  exclusivity  rights  for the particular application, as
described  in  Mr.  Tomo  Razmilovic's  letter of September 30, 1993 (attached),
provided  Tracker  maintains  an  annual minimum volume purchases from Symbol of
5000  laser  scanner  units, having a purchase price effect of, or greater than,
ten  million  dollars  ($10,000,000).

     4.     Symbol  will  offer  performance  guaranty as described in Section 5
below,  to  potential customers of Tracker, approved by Symbol from time to time
on  a  case  by  case  basis.  This  performance guaranty will be granted to the
respective  customer,  upon  Tracker's  issuance  and  Symbol's  acceptance of a
Purchase  Order  for  Symbol's products, reflecting the customer's corresponding
order  from  Tracker.
5.   The  performance guaranty will provide that if any proceeding in bankruptcy
or  in  reorganization, or for the appointment of a receiver or trustee shall be
instituted  against  Tracker,  and such proceeding is not dismissed within sixty
(60)  days  of the date filed, and Tracker is unable to fulfill its warranty and
support  obligations  to  its  customers as a result thereof, Symbol will do the
following:

a.     Assume  Tracker's  limited  warranty  obligations  to  the  respective
customer(s)  regarding  Symbol  products and only Symbol products, to the extent
corresponding  to  the  limited  warranty  provided to Tracker by Symbol for the
particular  products.

b.     Assume  that portion of Tracker's obligations, representing post warranty
support  of  Symbol's products and only Symbol products, under service contracts
Tracker  enters  into with the respective customer(s), provided the service fees
have  not  been  prepaid  and  are  payable to Symbol on a monthly basis for the
remainder  of  the  term  of  such  service  contracts.

6.  Symbol  will  designate  support  personnel  (as  it  deems  appropriate) to
familiarize  itself  with  the  Systems  (technologies,  products  and  mode  of
operation)  and  provide  Tracker  with  pre  sale  technical support (as deemed
appropriate  by  Symbol)  to  assist  Tracker with the attainment of potentially
large  orders.

7.     As  a collateral for Symbol's undertaking hereunder, Tracker will provide
Symbol  with  the  following:

a.     Specific  assignments  of  its  rights  to  receive  support  fees  under
contract(s)  with  each  the  respective  customer(s).

b.     Tracker's  business  /  trade relational database, updated on a quarterly
basis.

c.     The  System's  software  source  code  and  any  updates and enhancements
thereto,  will  be placed with an independent escrow agent concurrently with the
placement  of  the  first  Purchase  Order  with  Symbol  or  when  available,
respectively.

If  you  are  in  agreement  with  the  terms of this letter, please indicate by
signing  below.

Sincerely  yours,


/s/  Bruce  I.  Lewis
Bruce  I.  Lewis,
Chairman  and  CEO




AGREED  TO  this  18th  day  of
May,  1999.

SYMBOL  TECHNOLOGIES,  INC.


By:  /s/     Tomo  Razmilovic
    ----     ----------------
     Tomo  Razmilovic
     President  and  COO
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