AGREEMENT dated February 12, 2000, between Re-Track USA, Inc. (the "Company"),
and Mr. Mark Murphy (the "Director").

                                    RECITALS

The Company is currently in the process of an Initial Public Offering (IPO) and
requires certain knowledge and experience to assist and guide the Company in its
growth and strategy.

Mr. Murphy has the knowledge and extensive experience the Company requires.

The Company desires to have Mr. Murphy assume the role of Director on the Board
of Directors to assist and guide the Company through the IPO process and shall
continue thereafter to assist the Company in its growth and development for a
maximum period of three years.

Mr. Murphy for certain consideration hereinafter defined, accepts the position
of Director as a member of the Board of Directors for a three year period.

NOW THEREFORE subject to ratification by the Board of Directors, and any
amendments to the by-laws that may be required, the parties hereto agree as
follows.

1.   POSITION.

Mr. Murphy shall assume the role of Director as member of the Board of
Directors.

2.   TERM.

The term of this Agreement shall begin on January 17, 2000, the effective date,
and shall terminate on the second Tuesday in April 2003, and is subject to the
election or reelection of the Director to the Board of Directors each year
subsequent to the initial appointment.

3.   DUTIES.

The Director shall devote a sufficient amount of his time and attention to the
Company's business and shall be available to the management of the Company to
assist and guide the Company in its growth and strategy.

4.   COMPENSATION.

The Director shall receive no compensation for his services as Director.



<PAGE>

5.   STOCK.

As a one-time consideration for the signing this agreement the Company agrees to
issue the Director, or his designee(s) as specified for in Exhibit A, 150,000
shares of the Company's common stock equal at the cost of $.01 per share. Such
stock shall be issued separate and apart from any other stock issued, or to be
issued, the Director under any other agreement. The Director shall execute the
Acknowledgment of Stock Restriction attached hereto as Exhibit B.

6.   EXPENSES.

The Director may incur reasonable expenses for promoting the Company's business,
including expenses for entertainment, travel, and similar items. The Company
will reimburse the Director for all such expenses upon periodic presentation of
an itemized account of such expenditures.

7.   TERMINATION.

The Director may, without cause, terminate this Agreement by giving 60 days'
written notice to the Company of such termination or resignation of his
position. In such event, the Director shall continue to render his services up
to the date of termination or resignation.

This Agreement will terminate immediately upon the Director's failure to be
elected or reelected to the Board of Directors during the term of this
agreement. Such termination shall be final and this agreement shall not be
reinstated by any subsequent election.

8.   INDEMNITY.

The Company hereby agrees to hold the Director harmless for any and all
liabilities that may arise from the actions of the Company prior to the
effective date of this agreement.

9.   NOTICES.

Any notice required or desired to be given under this Agreement shall be deemed
given if in writing and sent by certified mail, return receipt requested, to:

The Director at

Mr. Mark Murphy
______________________
______________________


The Company at

Re-Track USA, Inc.
22 South Main Street
New City, NY 10956



<PAGE>

10.  WAIVER OF BREACH.

The Company's waiver of a breach of any provision of this Agreement by the
Director shall not operate or be construed as a waiver of any subsequent breach
by the Director. No waiver shall be valid unless in writing and signed by an
authorized officer of the Company.

11.  ASSIGNMENT.

The Director acknowledges that his services are unique and personal.
Accordingly, the Director may not assign his rights or delegate his duties or
obligations under this Agreement. The Company's rights and obligations under
this Agreement shall inure to the benefit of, and shall be binding upon, the
Company's successors and assigns.

12.  ENTIRE AGREEMENT.

This Agreement contains the entire understanding of the parties. It may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought.

13.  HEADINGS.

Headings in this Agreement are for convenience only and shall not be used to
interpret or construe its provisions.

14.  COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.


In witness whereof the parties have executed this Agreement on the 12th day of
February, 2000.

The Director


/s/ Mark Murphy
-------------------------
Mark Murphy


Re-Track USA, Inc. by


/s/ Martin Kelly
-------------------------
Martin Kelly, President



<PAGE>

                       ACKNOWLEDGMENT OF STOCK RESTRICTION
                       -----------------------------------


The Shares to be issued in accordance with the agreement of date February 12,
2000, between Re-Track USA, Inc. and Mark Murphy will not have been registered
under the Securities Act of 1933, as amended, or registered or qualified under
any state securities laws, and as such, the Shares are and will be restricted
securities as such term is defined under the Securities Act of 1933, and the
Shares will be issued in a transaction exempt from the registration requirements
of the 1933 Act and the registration or qualification requirements of applicable
state securities laws. The Shares will be and will have been acquired by Mark
Murphy for investment purposes only and not with a view to distribution or
resale and may not be made subject to a security interest, pledge, hypothecated,
sold or otherwise transferred unless such Shares are subsequently registered in
accordance with the 1933 Act and qualified or registered under applicable state
securities laws or an exemption from registration and qualification is
available, and that, except as otherwise provided in this Agreement, the Company
is under no obligation to register or qualify the Shares. The Company may
require an opinion of counsel to Mark Murphy prior to authorizing the
registration of any transfer of the Shares in reliance on an exemption from
registration or qualification to the effect that the transfer is exempt from
such registration or qualification. Certificates evidencing the Shares shall
bear a standard form Securities and Exchange Commission restrictive legend and
any such other legends as required by applicable federal and state laws, and the
transfer agent for the Company's class of Common Shares shall be instructed to
place a stop transfer order on the stock books of the Company restricting the
transfer of the Shares.

Mark Murphy represents and warrants that he agrees to execute such other
documents and instruments as counsel for the Company reasonably deems necessary
to effect the compliance of the issuance of the Shares with federal and state
laws or the enforce the intent of the agreement.


Dated:   February 12, 2000


/s/ Mark Murphy
------------------------------
Mark Murphy