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                                                                   Exhibit 10.34

                        EXCLUSIVE AGENT LICENCE AGREEMENT


         This agreement ("Agreement") dated this 4th day of April, 1997 by and
between The Tracker Corporation of America with offices at 180 Dundas Street
West, Suite 1502, Toronto, Ontario Canada M5G 1Z8 (hereinafter called "Tracker")
and Executive Trading Ltd., with offices at Kriemhildenweg 3, 46357 Dinslaken,
Germany (hereinafter called "Executive") do hereby resolve and agree to the
following:

1)      For the term of this Agreement, Tracker appoints Executive as its
        exclusive sales agent and agrees to make available its full line of
        products and services.  Tracker will not knowingly sell any of its
        products and services to any other person or entity in Executive's
        exclusive territory of Germany, Switzerland and Austria (hereinafter
        called "Territory"), provided that Executive is not in default of any
        material term or covenant as further defined in Paragraph 13 herein. 

2)      Tracker agrees to sell to Executive and Executive agrees to purchase a
        combination of Tracker INSIGNIAS (at point of manufacture) and/or
        Tracker Labels printed in German in strings of varying lengths for a fee
        of $0.25 per unit as outlined in Schedule A.  Tracker will sell
        Executive an annual renewal for its customers on a per number basis for
        $0.25 per year. Tracker agrees to provide a numbered licence sequence to
        fulfill each Executive sales contract or purchase order.  Tracker agrees
        to provide Executive with 150,000 labels upon execution of this
        Agreement at no cost to Executive.  Tracker agrees to provide as soon as
        possible a toll-free 800 customer service number answered in German for
        Executive's activating customers. Executive agrees to produce all
        collateral and label carrier marketing materials to support the sale of
        Tracker INSIGNIAS and Labels in  the Territory. 

3)      As consideration for Tracker granting Executive the exclusivity for the
        Territory, Executive agrees to pay a one-time exclusivity ("Fee") to
        Tracker of U.S. $500,000.00. This Fee is payable as follows: 

        Six (6) months from date of this Agreement, 90 day grace
        period                                                     U.S. $50,000
        On the first anniversary date of this Agreement, 60 day
        grace period                                               U.S. $50,000
        On each subsequent anniversary date of this Agreement      U.S. $50,000


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4)      Executive agrees to help Tracker arrange to register both the name
        "Tracker" and the Tracker "Logo" in the Territory. This registration is
        to be the property of Tracker. Executive will have the authorized use of
        the Tracker name and logo in the Territory as long as Executive is the
        exclusive sales agent for the Territory. All costs relating to
        registering will be borne by Tracker. 

5)      Executive will use its best efforts to promote the sale of Tracker
        Labels and the Tracker INSIGNIA at point of manufacture and through
        service industries. 

6)      Executive may produce the Tracker INSIGNIA on its own label provided the
        specifications of the label meet Tracker standards or Executive may
        arrange for manufacturers to laser etch the Tracker INSIGNIA directly on
        the product. All labels supplied by Tracker will be written in German
        with a toll-free 800 customer service number answered in German,
        including the 150,000 free labels mentioned in Paragraph 2. 

7)      Tracker will notify Executive on all leads and inquiries concerning the
        Territory. 

8)       a.   Tracker will supply and install ten (10) recovery scanning
              stations at strategic lost and found locations in the Territory at
              no charge.   The selection of the scanning locations will be
              determined by Executive. 

         b.   The parties agree that Executive will help in establishing German
              based fulfillment and processing centers ("Fulfillment Center") to
              be owned by Tracker.

         c.   Tracker will supply technical assistance to Executive upon request
              particularly related to the integration of the Tracker INSIGNIA or
              as part of the Executive Label production process.


9)       TERM

         The Term of this Agreement is for ten (10) years and Executive shall
         have the exclusive option to renew for an additional ten (10) years
         under the same terms and conditions. Executive shall provide ninety
         (90) days written notice prior to the expiration of the initial term to
         renew Agreement.




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10)      ACCOUNTING

         Tracker and Executive shall maintain accurate records and accounts of
         all transactions pertaining to this Agreement. Each party agrees to
         provide information pertaining to this Agreement upon the request of
         the other party.


11)      NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

         In consideration for Tracker entering into this Agreement, Executive
         agrees that the following items used in Tracker's business are secret,
         confidential, unique, and valuable, were developed by Tracker at great
         cost and over a long period of time, and disclosure of any of the items
         to anyone other than Tracker's officers, agents, or authorized
         employees will cause Tracker irreparable injury.

         a.   Non public financial information, accounting information,
              plans of operation, possible mergers or acquisitions prior to the
              public announcement;
         b.   Customer lists, call lists, and other confidential
              customer data;
         c.   Memoranda, notes, records concerning the technical
              processes conducted by Tracker;
         d.   Sketches, plans, drawings and other confidential research
              and development data.

         Neither party shall disclose or otherwise reveal to any third party
         without the express written consent of the other party the specific
         terms or existence of this Agreement, except where required by law.


12)      INDEMNIFICATION

         a.       Tracker shall indemnify and hold Executive harmless, from and
                  against any and all claims, losses, liabilities, expenses, and
                  damages, joint or several (including any and all
                  investigative, legal and other expenses reasonably incurred in
                  connection with, and any amount paid in settlement of, any
                  action, suit or proceeding or any claim asserted) to which
                  Executive may become a party as a result of its association
                  with Tracker or it's affiliates with respect to its
                  obligations herein, except for any adjudicated negligence or
                  willful wrongdoing on the part of Executive in respect
                  thereto. 



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         b.       Executive shall indemnify and hold Tracker harmless, from and
                  against any and all claims, losses, liabilities, expenses, and
                  damages, joint or several (including any and all
                  investigative, legal and other expenses reasonably incurred in
                  connection with, and any amount paid in settlement of, any
                  action, suit or proceeding or any claim asserted) to which
                  Tracker may become a party as a result of its association with
                  Executive or it's affiliates with respect to its obligations
                  herein, except for any adjudicated negligence or willful
                  wrongdoing on the part of Tracker in respect thereto. 


13)      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. Should
         Executive be in default of this Agreement, it shall have 30 days from
         date of written notice to correct the default, otherwise Tracker may
         terminate this Agreement without further notice.


14)      ASSIGNABILITY

         This Agreement may be assigned by any of the parties without the prior
         written consent of the other as long as the terms of this Agreement are
         not violated.


15)      ENTIRE AGREEMENT

         This Agreement sets forth the entire Agreement between the parties
         hereto and may be amended or modified at any time and in any manner,
         but only by an instrument in writing executed by the parties hereto.


16)      CONTROLLING LAW

         The validity, interpretation and performance of this Agreement shall be
         controlled by and construed under the laws of the Province of Ontario,
         Country of Canada.



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17)      MUTUAL COOPERATION

         The parties hereby agree to cooperate with each other to achieve the
         purpose of this Agreement and shall execute each other and further
         documents and take such other and further actions as may be necessary
         or convenient to effect the transactions described herein.

18)     All Funds are U.S. dollars.

PER:    /S/ GIGI LIPTON                                   DATE:    APRIL 4, 1997
        --------------------------------------------------         -------------
        THE TRACKER CORPORATION

PER:    /S/ ANDREAS HASSEL                                DATE:    APRIL 4, 1997
        --------------------------------------------------         -------------
        EXECUTIVE TRADING LTD.



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                                   SCHEDULE A
MINIMUM PURCHASE REQUIREMENTS AND TERMS AND CONDITIONS TO MAINTAIN EXCLUSIVITY:

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Terms:

         Order paid by irrevocable letter of credit or wire transfer Drawn on
         sight upon shipment of tape cassette friendly to Client laser equipment
         or receipt of Tracker Kit inventory
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Price List:

Tracker Kit Labels                                                   US $/unit
         8 labels                                                      $2.00
         24 labels                                                     $6.00
Annual Renewal per number per year                                     $0.25
Tracker "Insignia"/Label                                               $0.25
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Timing and quantity of Minimum order requirements:
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                                   Exclusivity            MINIMUM LABELS @ $0.25
                                       Fee                INSIGNIA AND RENEWALS
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Year   1                              $50K                               0
Year   2                              $50K                         500,000
Year   3                              $50K                       1,000,000
Year   4                              $50K                       1,500,000
Year   5                              $50K                       1,500,000
Year   6                              $50K                       2,000,000
Year   7                              $50K                       2,000,000
Year   8                              $50K                       2,500,000
Year   9                              $50K                       2,500,000
Year   10                             $50K                       2,500,000
                                   ---------------------------------------------
                                     $500K                      16,000,000
                                                            4 MILLION DOLLARS

IF ACTUAL LABEL, INSIGNIA AND RENEWAL PURCHASES EXCEED THE MINIMUM PURCHASE
REQUIREMENT IN ANY YEAR, THEN EXECUTIVE SHALL RECEIVE A $0.02 DISCOUNT PER
LABEL, INSIGNIA AND RENEWAL ON THE AMOUNTS PURCHASED EXCEEDING THE MINIMUM
PURCHASE REQUIREMENT IN THAT YEAR.