AGREEMENT dated April 1, 1999, between Re-Track USA, Inc. (the "Company"), and
Mr. Jack Gutierrez (the "Director").

                                    RECITALS

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

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

The Company desires to have Mr. Gutierrez 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 four years.

Mr. Gutierrez for certain consideration hereinafter defined, accepts the
position of Director as a member of the Board of Directors for a four 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. Gutierrez shall assume the role of Director as member of the Board of
Directors.

2. Term.

The term of this Agreement shall begin on April 1, 1999, 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 that amount of the Company's common stock equal to one
percent (1%) of its issued and outstanding stock at the opening an IPO. Such
stock shall be, and is, 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 A.
<PAGE>

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. Jack Gutierrez
___________________
___________________


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 1st day of
April, 1999.


The Director


/s/ Jack Gutierrez
------------------------------
Jack Gutierrez




<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 Jack Gutierrez 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 Jack Gutierrez 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 Jack
Gutierrez 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.

Jack Gutierrez 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: April 1,1999


/s/ Jack Gutierrez
------------------------------
Jack Gutierrez