EXHIBIT 10.8

   Confidential material omitted and filed separately with the
		 Commission and designated by *.


			   AGREEMENT

     This  Agreement ("Agreement") is entered into by  and  among
BOATRACS,  INC., a California corporation ("Boatracs"), OCEANTRAC
SYSTEMS  LIMITED,  a  Nova  Scotia  corporation  ("Systems")  and
OCEANTRAC INCORPORATED, a Canadian corporation ("OceanTrac")  who
agree as follows:

     1.  Recitals.

	  1.1.   Qualcomm  Incorporated, a  Delaware  corporation
("Qualcomm")  manufactures  and  distributes  a  mobile   KU-Band
Satellite  Mobile Communications Terminal containing a  Satellite
Position  Reporting System which is installed on  a  vehicle  and
permits  the vehicle to have communication access to, and  report
position locating to Qualcomm's Network Management Facility  (the
"Qualcomm System").

	  1.2.   Qualcomm has authorized CANCOM/SATLINK  BUSINESS
SERVICES,  ("Cancom")  to  market,  distribute  and  operate  the
QUALCOMM SYSTEM in Canada.

	  1.3.    Cancom  has  entered  into  an  agreement  with
Boatracs (the "Cancom Agreement") under the terms of which Cancom
has appointed Boatracs to act as its distributor and licensee for
the Qualcomm System for Marine Application (as defined below)  in
Canada  and  Boatracs  has  modified, adapted  and  enhanced  the
Qualcomm System for Marine Application (the "Boatracs System").

	  1.4.    Boatracs  and  Systems  have  entered  into   a
Memorandum  of  Understanding under the terms of which  OceanTrac
was  formed  in  order  that OceanTrac  shall  be  the  sole  and
exclusive   representative   of  Systems   for   the   marketing,
distribution  and  sale of all products and  services,  including
without  limitation,  the  sale of the Boatracs  System  and  all
messaging  related thereto in the Canadian Provinces of  Ontario,
Quebec,   New  Brunswick,  Prince  Edward  Island,  Nova  Scotia,
Newfoundland  and Labrador (the "Territory"), on  the  terms  and
conditions set forth in this Agreement.

     2.  Organization of OceanTrac.

	  2.1.   Boatracs  and Systems have formed  OceanTrac  to
give   effect  to  the  Memorandum  of  Understanding  and   this
Agreement,  with  its principal office located at   Dayton  Mall,
Highway  3,  Hebron,  Yarmouth  County,  N.S.,  Canada  B5A  4B3.
OceanTrac's purpose shall be (a) to act as the sole and exclusive
representative  of  Systems for the marketing,  distribution  and
sale  of  all products and services of Systems, including without
limitation,  the  sale of the Boatracs System and  all  messaging
related  thereto (which may, at OceanTrac's option, be  conducted
through  Systems)   and  (b) conduct the business  of  marketing,
distributing  and  selling  the Boatracs  System  and  any  other
related business in the Territory for Marine Application and  (c)
and  any other business activities incidental or relating to  the
foregoing.  "Marine Application" shall mean the vessel and marine
industry,  including without limitation, the inland and  offshore
shipping,   fishing,  recreational  boating,  workboat  industry,
vessels  used  for  towing, harbor services,  transportation  and
supply.
	  
	  2.2.   The  articles of incorporation (the  "Articles")
and  bylaws  (the "Bylaws") of OceanTrac shall be in a  form  and
substance  consistent with the provisions of this  Agreement  and
shall include such provisions as are necessary to give effect  to
the provisions of this Agreement.

     3.   Capitalization.  OceanTrac shall issue shares (each, "a
Share"  and  collectively, "Shares")  in  its  capital  stock  in
accordance with the following:

	  3.1.   All  Shares of OceanTrac shall be common  shares
without  par  value  of the same class and  each  shareholder  of
record shall be entitled at each meeting of shareholders to  cast
one vote for each Share held by such shareholder.

	  3.2.  The authorized capital of OceanTrac shall be  One
Million (1,000,000)
Shares.  Five thousand one hundred (5,100) Shares shall be issued
to  Systems.  Of the Shares issued to Systems, three thousand one
hundred  (3,100) Shares shall be subject to an option to purchase
such  Shares  in  favor of Boatracs, which may  be  exercised  by
Boatracs  by written notice to Systems specifying the  number  of
Shares  to  be purchased and tendering to a price of U.S.  *  per
Share against delivery of such Shares which shall occur within 14
days of receipt of such notice by Systems.

	  3.3.   As  consideration for issuance of the Shares  to
Systems, Systems shall contribute the following:

	  (a)   Appointment  of OceanTrac as  Systems'  sole  and
exclusive  representative,  to act  as  the  sole  and  exclusive
representative  of  Systems for the marketing,  distribution  and
sale  of  all products and services of Systems, including without
limitation,  the  sale of the Boatracs System and  all  messaging
related  thereto.   OceanTrac  may,  in  its  sole  and  absolute
discretion,   delegate  to  Systems  certain  elements   of   its
operations  such as the messaging operations, on  such  terms  as
OceanTrac shall determine are reasonable.

	  (b)  Employment  Agreements, in the  form  of  attached
	       Exhibit  A,  to  be executed by  the  Officers  of
	       OceanTrac.

	  (c)  An option in favor of OceanTrac granted by Systems
	       under  the terms of which OceanTrac shall have  an
	       option to purchase, at any time, all of the assets
	       of  Systems other than the Shares, free and  clear
	       of  all claims and encumbrances for book value  of
	       such  assets.   Such option may  be  exercised  by
	       OceanTrac  by written notice to Systems which  may
	       be  given  at  any time.  OceanTrac  and  Boatracs
	       acknowledge  that  Systems is a party  to  certain
	       agreements  that  may  contain  restrictions  upon
	       assignability.

	  (d)  All  necessary  licensing, permits, labor,  rights
	       and  assets  necessary to achieve  the  objectives
	       described in paragraph 2 above.

	  3.4.       Boatracs shall receive a warrant  evidencing
an  option  in favor of Boatracs to purchase up to four  thousand
nine  hundred (4,900) Shares at a price of U.S. * per Share.   As
consideration  for  such warrant, Boatracs shall  contribute  the
following:

	  (a)   A Distributor/Dealers Service and Sales Agreement
(the  "License Agreement") with OceanTrac in the form of attached
Exhibit  B.  The License Agreement shall be coterminous with  and
subject   to   the   terms   of  the   Cancom   Agreement.    The
Distributor/Dealer Service And Sales Agreement  between  Boatracs
and  OceanTrac dated August 18, 1994, shall be deemed  terminated
and superseded by Exhibit B;

	  (b)   A  loan  to  OceanTrac and Systems,  jointly  and
severally, in the current principal amount of $78,000, plus  such
additional  advances as Boatracs may elect to make, at  its  sole
and absolute discretion, which shall be evidenced by a promissory
note  (the "Note") in the form of attached Exhibit C.   The  Note
shall  be  secured  by  a  pledge of all  of  Systems  Shares  in
OceanTrac  in  the  form of attached Exhibit  D.   OceanTrac  and
Systems acknowledged that Boatracs is under no obligation to make
further  advances  in the Note but may do  so  in  its  sole  and
absolute discretion;

	  (c)  A loan to Systems in the sum of $20,000 (Canadian)
to  be  evidenced  by a promissory note in the form  of  attached
Exhibit  E  and  secured by a pledge of  all  of  the  shares  in
Systems, in the form of attached Exhibit D;

	  (d)   The  option  evidenced  by  the  warrant  may  be
exercised, in whole or in part, by conversion of a portion  of  a
loan by Boatracs to Systems in the amount of U.S. $30,000.

	  3.5.   The  Shares  shall  be  issued  subject  to  the
following   restrictions:   (a)  except  as  provided   in   this
Agreement,  shareholders  shall not  sell,  pledge  or  otherwise
encumber  Shares without first complying with the  provisions  of
Paragraph  7  below;  (b)  all Shares  shall  rank  equally;  (c)
Boatracs  shall have the option to acquire the shares of  Systems
at  the "Book Value" of such Shares if the employment of officers
of OceanTrac is involuntarily terminated for "good cause" or they
otherwise   materially  breach  their  obligations  under   their
respective Employment Agreements.

     4.  Election of Board of Directors and Meetings.

	  4.1.   OceanTrac  shall  be  managed  by  a  Board   of
Directors  consisting  of  three  (3)  directors,  who  shall  be
appointed as follows:

	       (a)  Boatracs shall appoint two directors, one  of
whom shall be a Canadian resident;

	       (b)   Systems shall appoint one director who shall
be a Canadian resident.

	  4.2.   Members  of the Board of Directors of  OceanTrac
shall  be elected at the annual meeting of shareholders nominated
by  the  parties.   Boatracs  and Systems  agree  to  vote  their
respective Shares to elect their respective nominees.   The  term
of  office of members of the Board of Directors shall be one year
and  until  such  director's successor is elected and  qualified.
Members shall be eligible to serve successive terms.

	  4.3.   The Board of Directors shall manage the business
of OceanTrac and may exercise all powers normally exercised by  a
Board of Directors, except for such powers as are required to  be
exercised  by  shareholders, all in accordance with the  Articles
and the Bylaws and applicable statutes.

	  4.4.     (a)    If a vacancy in any directorship should
occur,  for  whatever  reason, the party who  had  nominated  the
former  director  shall  nominate his replacement.   The  parties
agree  to vote their respective shares for the election  of  such
nominee.   Vacancies shall be filled by vote of the  shareholders
as provided in the Bylaws.

	       (b)   A  party  to this Agreement may  remove  any
director nominated by such party, with our without cause, and may
replace  such director with his or its nominee and other  parties
shall vote their shares to effect such removal and replacement.

	  4.5.   Two  directors shall constitute a quorum  for  a
meeting  of  the Board of Directors, and all resolutions  of  the
Board  of  Directors  shall  be adopted  by  a  majority  of  the
directors   present,  except  as  otherwise  provided   in   this
Agreement.

	  4.6.   Boatracs written consent shall be  required  for
all decisions of OceanTrac as to or affecting: (a) dissolution or
winding up of OceanTrac; (b) the sale of all or substantially all
of OceanTrac's assets; (c) any material change in the business of
OceanTrac; and (d) any increase in the compensation, benefits  or
term of employment of officers of OceanTrac.

     5.  Meetings of Shareholders.

	  5.1.   The quorum for any meeting of shareholders shall
be  not less than two-thirds of the issued and outstanding shares
entitled  to  be  voted  at  such  meeting  and  each  and  every
resolution shall be adopted by a majority of the votes cast while
a quorum is present except that any resolution regarding a matter
included  in paragraph 4.6 above shall only be adopted  upon  the
affirmative vote of not less than two-thirds (2/3) of all  issued
and  outstanding shares entitled to be voted at such meeting  and
while a quorum is present.

	  5.2.   Notice of meetings for shareholders,  procedures
for  resolutions  at such meetings and any other necessary  rules
with  respect thereto shall be as prescribed in the Bylaws.  Each
party agrees that, with respect to matters to be submitted to the
shareholders  of  OceanTrac by law or  under  the  terms  of  the
Articles of Incorporation or Bylaws, the party wishing to  submit
will not call or cause to be called a meeting of shareholders  to
cause  such  matter to be submitted to a vote of the stockholders
at  such  meeting,  unless  at  least  two-thirds  (2/3)  of  the
shareholders  shall  have agreed to vote  their  shares  on  such
matter in the manner described by the submitting party.

	  5.3.   A shareholder shall be entitled to exercise  its
or  his  right  to  vote by proxy at meetings of shareholders  as
provided by the laws of Canada.

     6.  Officers, the Management Committee and Employees.

	  6.1.  The Board of Directors of OceanTrac shall appoint
the officers ("Officers") of OceanTrac.  Officers shall serve for
one  year  and until their successors are elected and  qualified,
provided that any officer may be re-elected for successive terms.
After the term of the initial officers, officers shall be elected
at  each  meeting of the Board immediately following  the  annual
meeting of shareholders as described in the Bylaws.

	  6.2.   Subject to the review by the Board of  Directors
of  the OceanTrac, a Management Committee may be constituted with
authority to decide such matters delegated to it by resolution of
the Board of Directors and the following:

     (a)  Compensation, including salaries, bonuses and incentive
	  compensation  to  be  received  by  the  employees   of
	  OceanTrac (including without limitation Officers);

     (b)  The   appointment  and  removal  of  any  employee   of
	  OceanTrac;

     (c)  The   establishment  or  modification  of   OceanTrac's
	  proposed annual budget;

     (d)  Any  recommendations  to the Board  of  Directors  with
	  respect to bookkeeping and accounting policies; and

     (e)  The selection of the bookkeeper for OceanTrac.

Regular meetings of each Management Committee may be held at such
time  and  place  as shall from time to time  be  fixed  by  such
Management Committee and no notice thereof shall be necessary.

     7.  Transfer of Shares.

	  7.1.   No party shall sell, assign, pledge or otherwise
transfer  its  shares  of  OceanTrac without  the  prior  written
consent  of  the  other parties, except in  accordance  with  the
options in favor of Boatracs described in Paragraphs 3.2 and  3.4
above.

	  7.2.   In  the event a party (the "Seller") receives  a
bona  fide  offer  from  a  third party (the  "Third  Party")  to
purchase  all  or  any  of  its shareholding  in  OceanTrac  (the
"Offered  Shares"), and the Seller desires to  sell  the  Offered
Shares,  the Seller shall disclose details of the Offered  Shares
to the other parties and shall first offer the Offered Shares for
purchase by the other parties to this Agreement at the same price
and  upon  the  same terms and conditions offered  by  the  Third
Party.  The parties receiving the offer shall within thirty  (30)
days  elect by written notice to purchase the Offered Shares,  at
the  price  and  upon  the  terms  and  conditions  offered,   in
proportion  to their respective shareholdings (exclusive  of  the
Seller's  shareholding), provided that if  one  or  more  of  the
parties  declines or fails to give written notice of its election
to  purchase all of its or his proportion of the Offered  Shares,
the  remaining parties to this Agreement shall have the right for
the  next thirty (30) days to elect by written notice to purchase
pro  rata (exclusive of the shareholdings of the Seller  and  the
party(s) declining or failing to give notice) and Offered  Shares
not  purchased  by the other party or parties.   Payment  by  and
transfer to parties electing to purchase Offered Shares shall  be
completed  no  later than thirty (30) days after  the  giving  of
notice of the election to purchase.  In the event that all of the
Offered   Shares  are  not  purchased  pursuant  to   the   above
provisions, the Seller may sell such Offered Shares to the  Third
Party  at  the same price and upon the same terms and  conditions
offered  by  the  Seller to the other parties to this  Agreement,
provided  that (a) the Third Party agrees in writing to be  bound
by  the terms and conditions of this Agreement by executing  such
documents  as may be required by the Board of Directors  and  (b)
the  payment for and transfer of the Offered Shares by and to the
Third Party is effected no later than thirty (30) days after  the
expiration of all periods during which the other parties to  this
Agreement  have  the right to give notice of  their  election  to
purchase the Offered Shares.

	  7.3.  Certificates representing the shares of OceanTrac
shall have the following legend endorsed thereon:

     "The  stock  represented by this Certificates is subject  to
     the  terms  of  a certain Shareholders Agreement  dated  the
     _________ day of _________________, 19__, a copy of which is
     on  file  with the Secretary of the Company, which agreement
     restricts  the transfer of the shares, and copies  of  which
     will be made available without charge.

     The  stock  represented  by this Certificate  has  not  been
     registered  under any applicable securities laws,  including
     without  limitation, the Federal Securities Act of 1933,  as
     amended,  and any equivalent substantially similar  Canadian
     law,  and  may  not  be assigned, transferred  or  otherwise
     disposed  of  without an opinion of counsel satisfactory  to
     the  Company  that an exemption under such Act is  available
     therefor or that an applicable registration statement  under
     such  Act  is effective with respect thereto.  In  addition,
     the stock has not been registered or qualified in accordance
     with  the securities laws of any state and transfer  may  be
     made only in compliance with such laws.

     The Certificate of Incorporation of the Company provides for
     (i)   an   affirmative  vote  of  a  greater  than  majority
     proportion of votes of the directors and stockholders of the
     Company  and  (ii)  a greater proportion  than  majority  of
     directors  of the Company and of shares held by stockholders
     of  the  Company necessary to constitute a quorum,  for  the
     transaction  of  certain  business  by  such  directors  and
     stockholders, respectively.

     The  Certificate  of Incorporation of the  Company  provides
     that  under  certain  circumstances  a  shareholder  of  the
     Company may request the dissolution of the Company."

     8.   Accounting.  Commencing immediately Boatracs becomes  a
shareholder of OceanTrac:

	  8.1.   The accounting period of OceanTrac shall be  the
twelve-month period commencing the 1st day of January and  ending
on  the  31st  day of December.  Complete books  of  account  and
records  shall  be  kept  by  OceanTrac  according  to  generally
accepted  accounting principles, consistently applied,  employing
standards,   procedures  and  forms  conforming  to   established
practice  in  the United States and Canada.  At the end  of  each
accounting period, such books and records shall be audited at the
expense  of  OceanTrac by a firm of independent certified  public
accountants  of  good  reputation,  mutually  acceptable  to  the
parties.   Access to the books of account of OceanTrac  shall  be
made  available to each of the parties at all times during normal
business hours, and each party shall have the right to have  such
books of account audited by its representatives.

	  8.2.   A  balance sheet and a statement of  income  and
retained  earnings shall be submitted by OceanTrac to each  party
on an annual basis, not later than ninety (90) days after the end
of  the  fiscal year.  Such financial statements shall be audited
at  the  expense of OceanTrac by a firm of independent  certified
public accountants of good reputation mutually acceptable to  the
parties.

	  8.3.   Promptly  after the end of each calendar  month,
OceanTrac  shall  submit to each party (a) a  report  summarizing
operations for the preceding month, and (b) a financial statement
setting out income, expenses, accounts receivable and payable and
such other data as any party may reasonably request.

     9.  Pre-Incorporation Expenses.

	  9.1.    All   expenses  incurred  by  the  parties   in
connection  with  the preparation of documents  relating  to  the
formation  of OceanTrac, e.g. registration fees and  legal  fees,
shall  be  borne  by  OceanTrac,  and  the  parties  shall  cause
OceanTrac  to  reimburse  such  expenses  to  the  parties  which
incurred them.  In addition, the parties agree to cause OceanTrac
to  reimburse  to any party all expenses incurred by  such  party
prior  to the incorporation of OceanTrac, to the extent that  the
benefit of such runs primarily to OceanTrac and not to the  party
incurring such expenses.

     10.  Assistance to OceanTrac.

	  10.1.    Cooperation.   Each  of  the   parties   shall
cooperate fully with the other parties and OceanTrac in order  to
realize the purposes of this Agreement.

	  10.2.   Support.   Without limiting the  generality  of
paragraph  10.1,  (a) Systems and all of its  shareholders  shall
grant  to  OceanTrac an option under the terms of which OceanTrac
may  purchase  all  of the capital shares and  capital  stock  of
Systems  for  the lesser of the issuance price or book  value  of
such  Shares,  in a form reasonably acceptable to  Boatracs,  (b)
each  of  the  officers of OceanTrac appointed by  Systems  shall
execute  the Employment Agreement in the form of attached Exhibit
A,  (c)  Systems  shall assist OceanTrac in  complying  with  all
applicable  federal, state and local regulations with respect  to
performance under the Marketing Agreement and this Agreement  and
it  shall provide OceanTrac with technical support and assistance
necessary to achieve its objectives.

     11.   Warranties  and  Representations of  Systems.  Systems
represents and warrants to Boatracs as follows:

	  11.1.  Organization and Authority.

	  Systems   is  a  corporation  duly  organized,  validly
existing  and in good standing under the laws of Nova Scotia  and
has  all requisite power and authority to own, operate and  lease
its  properties  and  to  carry on  its  business  as  now  being
conducted.  Systems is duly licensed or qualified to do  business
and is in good standing in each jurisdiction where the failure to
be  so qualified or licensed would have a material adverse effect
on  the business or financial condition of Systems.  Systems  has
no  subsidiaries and no direct or indirect interest or  interests
by  stock  ownership  or  otherwise  in  any  firm,  association,
corporation or business enterprise.

	  11.2.  Authorization of Agreement.

	  Systems  has  the power and authority  to  execute  and
delivery this Agreement and to perform its obligations hereunder.
The  execution,  delivery and performance of  this  Agreement  by
Systems  has  been  duly  authorized by all  necessary  corporate
action  on  the  part  of  Systems and  its  shareholders.   This
Agreement  and  all agreements referenced to in  this  Agreement,
will be duly executed and delivered by Systems and constitutes or
will,  when  executed and delivered, constitute the legal,  valid
and binding obligation of Systems enforceable against Systems  in
accordance with their respective terms, except as the same may be
limited  by bankruptcy, insolvency, reorganization or other  laws
affecting the enforcement of creditors' rights generally  now  or
hereafter  in effect and subject to the application of  equitable
principles and the availability of equitable remedies.

	  11.3.  Capital Stock.

	  The  authorized  capital stock of Systems  consists  of
40,000  shares  of common stock, $1.00 (Canadian) par  value,  of
which  100 shares are presently issued and outstanding.   All  of
the outstanding capital stock of Systems has been duly authorized
and  is  validly issued, fully paid and non-assessable.   Systems
has  not  entered  into  any contract or agreement  or  made  any
commitment to sell or otherwise transfer or issue any  shares  of
its  capital stock and there are no outstanding options,  rights,
subscriptions,   warrants,  conversion  rights,   agreements   or
commitments  of  any kind to purchase or otherwise  acquire  from
Systems  or  its  shareholders  any shares of  capital  stock  of
Systems.

	  11.4.  No Conflicts.

	  The   execution,  delivery  and  performance  of   this
Agreement  and  the  consummation  of  all  of  the  transactions
contemplated hereby: (i) do not and will not require the consent,
waiver,  approval, license, designation or authorization  of,  or
declaration with, any person or public authority; (ii) do not and
will  not with or without the giving of notice or the passage  of
time  or both, violate or conflict with or result in a breach  or
termination  of any provision of, or constitute a default  under,
or  accelerate  or  permit the acceleration  of  the  performance
required  by  the  terms of, or result in  the  creation  of  any
mortgage,  security  interest,  claim,  lien,  charge  or   other
encumbrance upon any of its assets pursuant to, or otherwise give
rise  to  any  liability  or  obligation  under,  any  agreement,
mortgage, deed of trust, indenture, license, permit or any  other
agreement or instrument or any order, judgment, decree,  statute,
regulation or any other restriction of any kind or description to
which  Systems  or  either Stockholder is a  party  or  by  which
Systems  or  any of its assets may be bound; and (iii)  will  not
terminate  or result in the termination of any such agreement  or
instrument,  or  in  any  way affect or  violate  the  terms  and
conditions  of,  or  result  in  the cancellation,  modification,
revocation or suspension of, any rights included in its assets.

	  11.5.  Financial Statements.

	       11.5.1.    For  all  relevant  periods,   Systems'
Financial  Statements:   (1)  are complete  and  correct  in  all
material  respects; (2) present fairly the financial position  of
the  Company at such dates and the results of operations for  the
respective  periods  ended on such dates; (3)  were  prepared  in
accordance   with   generally  accepted   accounting   principles
applicable  in Canada, consistently applied during  the  periods,
except  as indicated in the report or notes thereto (and, in  the
case of the Interim Financial Statements, subject to ordinary and
recurring year-end adjustments), and are in accordance  with  the
books  and  records  maintained by Systems, with  no  differences
between  such  Systems' Financial Statements  and  the  financial
records maintained and accounting methods applied by Systems  for
tax  purposes, except as disclosed in the notes to the  Financial
Statements.
	       
	       11.5.2.   The  value at which any or  all  of  its
assets  are  carried  on  the 1994 Financial  Statements  is  not
overstated  and does not exceed each asset's or group of  assets'
replacement  cost and does not exceed each asset's  or  group  of
assets' fair market value.

	       11.5.3.   Schedule 11.5.3 is a true,  correct  and
complete list of all of Systems' accounts receivable (aged) as of
December 31, 1995.  All such accounts receivable of Systems shown
on  and all accounts receivable existing on the Closing Date  are
fully collectible in the aggregate recorded amounts thereof.

	       11.5.4.   Except  as disclosed  in  the  Schedules
hereto  (if  any),  as  at  December  31,  1995  Systems  had  no
liabilities,  commitments or obligations of any  nature,  whether
absolute,   accrued,  contingent  or  otherwise  not  shown   and
adequately provided for in the 1995 Financial Statements.

	       11.5.5.   Systems' earnings from operations  shall
not  reflect  any  material  adverse change  from  the  level  of
earnings from operations as at December 31, 1995.

	  11.6.  Taxes.

	       (a)   To the knowledge of Systems, all tax returns
(including information returns) required by any jurisdiction with
respect  to  Systems  have been filed, except  for  returns  with
respect  to  which extensions have been granted,  and  each  such
return  is  true and correct.  There are no pending or threatened
tax   examinations,  claims  (whether  for  taxes,  interest   or
penalties),  liens, assessments, deficiencies or  liabilities  to
which  Systems or its assets may be subject; the tax returns  for
Systems for the years ended December 31, 1992, 1993 and 1994 have
not  been audited by any governmental body; and no waiver of  the
statute  of  limitations or extension of time for  assessment  of
deficiencies has been granted by Systems.
	       (b)    All   liabilities   of   Systems   to   any
jurisdiction  for  taxes  (including,  without  limitation,   all
payroll withholding taxes and all other employment related taxes)
of Systems, including interest thereon and penalties with respect
thereto,  relating to any period prior to the Closing  Date  have
been paid by Systems or will be paid by Systems when due.

	  11.7.  No Adverse Changes.

	  Since December 31, 1995 (i) the business of Systems has
been  conducted only in the ordinary course; (ii) there has  been
no  change  in  the  condition (financial or otherwise),  assets,
liabilities,  business,  operations,  prospects,  or  affairs  of
Systems,  other than changes in the ordinary course of  business,
none of which singly and no combination of which in the aggregate
has  been materially adverse; and (iii) there has been no damage,
destruction  or loss or other occurrence or development,  whether
or  not  insured against, which either singly or in the aggregate
materially  adversely affects, and Systems and  Systems  and  its
shareholders  have no knowledge of any threatened  occurrence  or
development   which  would  materially  adversely   affect,   the
condition   (financial   or  otherwise),   assets,   liabilities,
business, operations, prospects or affairs of Systems.

	  11.8.  Litigation, Compliance.

	       (a)   There are no actions, suits, proceedings  or
arbitrations  or  governmental  investigations  pending  or,   to
Systems'  knowledge, threatened against, by or affecting  Systems
(or,  to  the best of Systems' knowledge, any basis therefor)  in
which,   individually  or  in  the  aggregate,   an   unfavorable
determination could materially affect the company's  business  or
Systems' earnings or condition (financial or otherwise) or any of
its  assets  or any of System's assets or result in any  material
liability  on  the  part of Systems or impede the  execution  and
performance  of  this  Agreement or any of  the  transactions  or
events  contemplated  hereby  or  could  declare  this  Agreement
unlawful  or  cause  the rescission of any  of  the  transactions
hereunder  or require Systems to divest itself of its  assets  or
any  of  System's assets to be acquired pursuant hereto, nor  has
any  such  suit been pending within the three (3) years prior  to
the  Closing  Date.  Systems has received no notice that  it  has
been  charged  with or received notice of any  violation  of  any
applicable  federal,  provincial, local  or  foreign  law,  rule,
regulation, ordinance, order or decree relating to its assets  or
any  of  System's assets, or the operation of Systems'  business,
and  Systems  are  not  aware of any  threatened  claim  of  such
violation  (including  any investigation  or  informal  inquiry).
Systems  and the Stockholders are not aware of any basis for  any
claim or charge of such violation.

	  (b)   Systems  has complied and is in compliance  with,
all  material respects, all laws, rules, regulations, ordinances,
orders, decrees, writs, injunctions, building codes, safety, fire
and   health  approvals,  certificates  of  occupancy  or   other
governmental restrictions applicable to Systems and its assets.

	  (c)   Systems  has all governmental licenses,  permits,
approvals or other authorizations required for the conduct of the
business  as presently conducted.  All of such licenses,  permits
or  approvals are in full force and effect;  there is  no  action
pending  or  to  the  knowledge of Systems and its  shareholders,
threatened  to  terminate  rights  under  any  such  governmental
licenses, permits or authorizations.

	  11.9.  Environmental Compliance.

	  No  toxic  waste  or by-product has been  or  is  being
discharged  on,  or stored, processed, or treated  at,  any  real
property or other facilities now or previously used by Systems by
either  Systems,  or to its knowledge, by any other  person.   No
substance  defined  as  hazardous  or  toxic  by  any  applicable
federal,  state, provincial, or local laws, rules or  regulations
has  been or is being used by, or has been or is being discharged
on,  or  stored, processed, or treated at, any real  property  or
other  facilities  now or previously owned,  leased  or  used  by
Systems  by  either  Systems or, to its knowledge  by  any  other
person.   No  employee or other person has ever made a  claim  or
demand  against Systems based on alleged damage to health  caused
by  any such hazardous or toxic materials or by any waste or  by-
product.   Systems has never been charged with improperly  using,
handling,  storing,  discharging,  or  disposing  of   any   such
hazardous  or toxic substance, or with causing or permitting  any
pollution of any ground water aquifer, surface waters,  or  other
lakes,  streams,  rivers, or bodies of water.   Systems  has  not
caused or suffered to occur any discharge, spillage, uncontrolled
loss,  seepage,  or  filtration of oil or petroleum  or  chemical
liquids  or  solids,  liquid or gaseous  products,  or  hazardous
waste,  or  hazardous substance at, under,  or  within  any  real
property now or previously owned or leased by Systems.  There  is
no asbestos or PCB's on the real property.

	  11.10.  Corporate Records.

	  The  copy  of  the  certificate  of  incorporation   of
Systems,  and  all amendments thereof to date, and  a  long  form
certificate  as  to the good standing of Systems in  Nova  Scotia
each  certified  by the registrar of Joint Stock Corporations  of
Nova  Scotia, and of the by-laws of Systems, as amended to  date,
certified by the Secretary or an Assistant Secretary of  Systems,
are  complete  and  correct,  and the  minute  books  of  Systems
correctly  reflect all material corporate actions  taken  at  all
meetings   of   directors  (including  committees  thereof)   and
stockholders, and correctly record all resolutions,  correct  and
complete.  The stock transfer books (with all canceled and unused
stock  certificates attached) and stock ledgers are complete  and
correct and correctly reflect all transfers of the capital  stock
of Systems, correct and complete.

	  11.11.  Disclosure.

	  No  representation or warranty by Systems or its agents
and  no statement or certificate furnished or to be furnished  by
or  on  behalf of Systems or its shareholders to Boatracs or  its
agents  pursuant  to  this Agreement or in  connection  with  the
transactions contemplated hereby contains any untrue statement of
a  material  fact or omits to state a material fact necessary  in
order  to  make  the statements contained herein or  therein  not
misleading or necessary to provide a prospective purchaser of its
assets with proper information as to Systems and its affairs.

     12.  Indemnification by Systems.  Systems hereby indemnifies
Boatracs  against all Claims (as defined below)  and  all  costs,
expenses  and attorney's fees incurred in the defense of  any  of
such  Claims or any action or proceeding brought on any  of  such
Claims.  For purposes of this Paragraph, "Claims" shall mean  all
liabilities,  damages, losses, costs, expenses,  attorney's  fees
and  claims  (except to the extent caused by Boatracs'  negligent
act,  wilful  misconduct or breach under this Agreement)  arising
from (a) any material breach or default in the performance of any
obligation to be performed by Systems under this Agreement or any
breach  of  any warranty and representation by Systems,  (b)  any
negligence   of  Systems  or  any  agent,  employee,  contractor,
representative, guest or invitee, of or retained by Systems.   If
any action or proceeding is brought against Boatracs by reason of
any  such Claims, Systems upon notice from Boatracs shall  defend
such   action  or  proceeding at Systems's  sole  cost  by  legal
counsel  satisfactory  to Boatracs.  Nothing  in  this  Paragraph
creates  any  rights  to  which  any  insurance  company  may  be
subrogated and no person who is not a party to this Agreement may
enforce, directly or indirectly, this Paragraph.

     13.    Public   Liability  and  Property  Damage  Insurance.
OceanTrac  at  its  sole  cost shall maintain  public  liability,
property  damage and products liability insurance, with a  single
combined liability limit of not less than U.S. $1,000,000.00  and
property  damage  limits  of not less  than  U.S.  $1,000,000.00,
insuring against all liability of Boatracs and Boatracs'  agents,
employees  and/or representatives arising out of or in connection
with  use of the Boatracs System.  All public liability, property
damage  and  products liability insurance, shall  be  "occurrence
based" and not "claims made" coverage and shall name Boatracs  as
an additional named insured.  Insurance required to be maintained
by  OceanTrac under this Agreement shall be issued as  a  primary
policy  by insurance companies authorized to do business  in  the
state  where Boatracs' principal office is located, with a Best's
Rating  of  at  least "A+" and a Best's Financial  Size  Category
rating of at least "XV", as set forth in the most current edition
of "Best's Insurance Reports".  No such  policy or policies shall
be  cancelable  or  subject to reduction  of  coverage  or  other
modification  except  after  30-days'  prior  written  notice  to
Boatracs.   OceanTrac  shall,  at least  30  days  prior  to  the
expiration of each such policy, furnish Boatracs with  a  renewal
or  "binder"  of  such  policy or else Boatracs  may  order  such
renewal  or  "binder"  and charge its cost  to  OceanTrac,  which
amount  shall  be payable to Boatracs by OceanTrac  upon  demand.
OceanTrac  shall  promptly deliver to  Boatracs  copies  of  such
policy  or policies or certificates evidencing the existence  and
amounts  of  such insurance together with evidence of payment  of
premiums.

     14.  Arbitration.  Any dispute, controversy or claim arising
out  of or related to this Agreement shall be finally settled  by
arbitration  in  accordance with the Rules  of  Conciliation  and
Arbitration of the International Chamber of Commerce.

	  14.1.  In the event of any conflict between these Rules
and  this  paragraph,  the  provisions of  this  paragraph  shall
govern.    The  arbitration  shall  take  place  in  San   Diego,
California.  Each of the parties shall appoint one arbitrator and
the two so nominated shall in turn choose a third arbitrator.  If
the  arbitrators chosen by the parties cannot agree on the choice
of the third arbitrator within a period of thirty (30) days after
their nomination, then the third arbitrator shall be appointed by
the  Court  of  Arbitration  of  the  International  Chamber   of
Commerce.

	  14.2.   The  arbitration  shall  be  conducted  in  the
English language.  Relevant documents in other languages shall be
translated  into  English  if  the  arbitrators  so  direct.   In
arriving at their award, the arbitrators shall make every  effort
to  find  a  solution  to the dispute in the  provisions  of  the
Agreement  and  shall  give full effect  to  all  parts  thereof.
However, if a solution cannot be found in the provisions  of  the
Agreement, the arbitrators shall apply the local, domestic law of
the  State of California, U.S.A., including its provision of  the
Uniform Commercial Code.

	  14.3.  The parties agree that after either has filed  a
Notice  of  Demand  for  arbitration of any  dispute  subject  to
arbitration under this Agreement, they shall, upon request,  make
discovery and disclosure of all materials relevant to the subject
of   the   dispute.   The  arbitrators  shall  make   the   final
determination as to any discovery disputes between  the  parties.
Examination  of  witnesses by the parties and by the  arbitrators
shall be permitted.  A written transcript of the hearing shall be
made  and  furnished to the parties.  The cost of this transcript
shall be borne equally by the parties.

	  14.4.   The  arbitrators shall state the  reasons  upon
which the award is based.  The award of the arbitrators shall  be
final and binding upon the parties.  Judgment upon the award  may
be  entered in any court having jurisdiction.  An application may
be  made to any such court for a judicial acceptance of the award
and an order for enforcement.

     15.  Further Assurances.  Each party to this Agreement shall
execute  and deliver all instruments and documents and  take  all
actions as may be reasonably required or appropriate to carry out
the purposes of this Agreement.

     16.   Counterparts  and  Exhibits.  This  Agreement  may  be
executed in counterparts, each of which is deemed an original and
all  of  which  together constitute one document.   All  exhibits
attached  to  and  referenced in this Agreement are  incorporated
into this Agreement.

     17.    Time  of  Essence.   Time  and  strict  and  punctual
performance are of the essence with respect to each provision  of
this Agreement.

     18.   Attorney's  Fees.  The prevailing  party(ies)  in  any
litigation,  arbitration,  mediation, bankruptcy,  insolvency  or
other  proceeding ("Proceeding") relating to the  enforcement  or
interpretation   of   this  Agreement  may   recover   from   the
unsuccessful   party(ies)  all  costs,   expenses,   and   actual
attorney's  fees (including expert witness and other consultants'
fees  and costs) relating to or arising out of (a) the Proceeding
(whether or not the Proceeding proceeds to judgment), and (b) any
post-judgment   or   post-award  proceeding  including,   without
limitation,  one  to  enforce or collect any  judgment  or  award
resulting  from  the Proceeding.  All such judgments  and  awards
shall  contain a specific provision for the recovery of all  such
subsequently  incurred  costs, expenses,  and  actual  attorney's
fees.

     19.  Modification.  This Agreement may be modified only by a
contract  in  writing  executed by the party  to  this  Agreement
against whom enforcement of the modification is sought.

     20.   Headings.   The paragraph headings in this  Agreement:
(a)  are included only for convenience, (b) do not in any  manner
modify or limit any of the provisions of this Agreement, and  (c)
may not be used in the interpretation of this Agreement.

     21.  Prior Understandings.  This Agreement and all documents
specifically  referred to and executed in  connection  with  this
Agreement:   (a)  contain the entire and final agreement  of  the
parties  to this Agreement with respect to the subject matter  of
this Agreement, and (b) supersede all negotiations, stipulations,
understandings,  agreements, representations and  warranties,  if
any,  with  respect  to  such subject matter,  which  precede  or
accompany the execution of this Agreement.

     22.   Interpretation.  Whenever the context so  requires  in
this  Agreement, all words used in the singular may  include  the
plural  (and vice versa) and the word "person" includes a natural
person, a corporation, a firm, a partnership, a joint venture,  a
trust,  an estate or any other entity.  The terms "includes"  and
"including"  do not imply any limitation.  For purposes  of  this
Agreement,  the term "day" means any calendar day  and  the  term
"business  day"  means any calendar day other  than  a  Saturday,
Sunday  or any other day designated as a holiday under California
Government  Code  Sections  6700-6701.   Any  act  permitted   or
required  to be performed under this Agreement upon a  particular
day  which  is not a business day may be performed  on  the  next
business  day  with the same effect as if it had  been  performed
upon  the  day  appointed.   No remedy  or  election  under  this
Agreement  is  exclusive, but rather, to the extent permitted  by
applicable law, each such remedy and election is cumulative  with
all other remedies at law or in equity.

     23.   Partial Invalidity.  Each provision of this  Agreement
is  valid and enforceable to the fullest extent permitted by law.
If  any  provision of this Agreement (or the application of  such
provision to any person or circumstance) is or becomes invalid or
unenforceable,   the  remainder  of  this  Agreement,   and   the
application  of such provision to persons or circumstances  other
than  those as to which it is held invalid or unenforceable,  are
not  affected by such invalidity or unenforceability [unless such
provision  or  the application of such provision is essential  to
this Agreement].

     24.   Successors-in-Interest and Assigns.  Neither party may
voluntarily or by operation of law assign, hypothecate,  delegate
or  otherwise transfer or encumber all or any part of its rights,
duties  or  other interests in this Agreement without  the  prior
written consent of the other party, which consent may be withheld
in such parties' sole and absolute discretion.  Any such transfer
in violation of this paragraph is void.  Subject to the foregoing
and  any other restrictions on transferability contained in  this
Agreement,  this  Agreement is binding upon  and  inures  to  the
benefit  of the successors-in-interest and assigns of each  party
to this Agreement.

     25.   Notices.  Each notice and other communication required
or  permitted to be given under this Agreement ("Notice") must be
in  writing.   Notice is duly given to another party  upon:   (a)
hand  delivery to the other party, (b) receipt by the other party
when  sent by facsimile to the address and number for such  party
set  forth  below  (provided, however, that  the  Notice  is  not
effective  unless  a  duplicate copy of the facsimile  Notice  is
promptly  given by one of the other methods permitted under  this
paragraph),  (c)  three business days after the Notice  has  been
deposited  with the United States postal service as  first  class
certified  mail, return receipt requested, postage  prepaid,  and
addressed  to  the  party as set forth below,  or  (d)  the  next
business day after the Notice has been deposited with a reputable
overnight  delivery service, postage prepaid,  addressed  to  the
party   as   set  forth  below  with  next-business-day  delivery
guaranteed,   provided  that  the  sending   party   receives   a
confirmation of delivery from the delivery-service-provider.

Boatracs:      6440 Lusk Blvd., Suite D201
	       San Diego, CA 92121
     
with a copy to:     Solomon Ward Seidenwurm & Smith
	       401 B Street, Suite 1200
	       San Diego, CA 92101
	       Attention: Norman L. Smith, Esq.

To:            OceanTrac Systems Limited
	       Dayton Hall
	       Highway 3
	       Hebron Yarmouth, N.S. Canada B5A 4B3

To:            OceanTrac Incorporated
			 Dayton Mall
	       Highway 3
	       Hebron Yarmouth, N.S. Canada B5A 4B3

Each  party shall make a reasonable, good faith effort to  ensure
that  it  will accept or receive Notices to it that are given  in
accordance  with this paragraph.  A party may change its  address
for  purposes  of  this paragraph by giving the other  party(ies)
written notice of a new address in the manner set forth above.

     26.    Waiver.   Any waiver of a default or provision  under
this Agreement must be in writing.  No such waiver constitutes  a
waiver  of any other default or provision concerning the same  or
any other provision of this Agreement.  No delay or omission by a
party   in  the  exercise  of  any  of  its  rights  or  remedies
constitutes  a  waiver of (or otherwise impairs)  such  right  or
remedy.   A  consent to or approval of an act does not  waive  or
render  unnecessary the consent to or approval of  any  other  or
subsequent act.

      27.    Drafting Ambiguities.  Each party to this  Agreement
has   reviewed  and  revised  this  Agreement  and  has  had  the
opportunity to have such party's legal counsel review and  revise
this Agreement.  The rule of construction that ambiguities are to
be  resolved against the drafting party or in favor of the  party
receiving  a  particular benefit under an agreement  may  not  be
employed in the interpretation of this Agreement or any amendment
to this Agreement.


		    BOATRACS, INC
		    A California Corporation



		    By:   /s/MICHAEL L. SILVERMAN
		    Its: C.E.O.

		    
		    OCEANTRAC SYSTEMS LIMITED,
		    A Canadian Corporation

		    By:  /s/GLENN NICKERSON
		    Its: PRESIDENT

		    OCEANTRAC INCORPORATED,
		    A Canadian Corporation

 
		    By: /s/GLENN NICKERSON
		    Its: PRESIDENT
<PAGE>                           
			   EXHIBIT A

		      EMPLOYMENT AGREEMENT

     This  Agreement  is  executed effective ____________,  199_,
between   OCEANTRAC,   INCORPORATED,  a   Canadian   corporation,
("OceanTrac") and ____________________, an individual, having  an
address  at  _________________________________  ("Officer"),  who
agree as follows:

     1.     Hiring.    OceanTrac   hereby   hires   Officer    as
________________________________
________________________________________________.

     2.  Duties.  Officer shall faithfully and diligently perform
the   following  duties  on  a  full-time  basis:   (a)  Devoting
Officer's  entire productive time, ability and attention  to  the
business  of OceanTrac; and (b) Performing such other  duties  as
OceanTrac  shall  from time to time specify that  are  consistent
with the duties normally performed by an employee like Officer.

     3.   Termination.  At any time that Good Cause  (as  defined
below)  exists or has arisen, upon 30 days written notice  ("Good
Cause  Notice") either Officer or OceanTrac may, at  his  or  its
election,  terminate  this Agreement by so notifying  the  other.
Upon 30 days written notice, whether or not Good Cause exists  or
has  arisen,  either OceanTrac or Officer may, at either  party's
election, terminate this Agreement by so notifying the  other  in
writing (the "Termination Notice"), for any reason whatsoever  or
for no reason.  Upon the earlier of the Termination Date, 30 days
after  giving  of  the Good Cause Notice, or 60  days  after  the
giving  of  the Termination Notice, (a) this Agreement  shall  be
deemed  terminated, (b) Neither Officer nor OceanTrac shall  have
any  further  rights  or obligations under  this  Agreement,  (c)
Officer  shall  return  to OceanTrac all  property  belonging  to
OceanTrac, including without limitation all Confidential Material
(as    defined    below),   promotional   material,   advertising
information,  samples,  price lists and similar  items,  and  (d)
OceanTrac  shall have no obligation to make any further  payments
to  Officer, except for amounts earned pursuant to this Agreement
by  Officer  prior  to such termination, which amounts  OceanTrac
shall  pay  to Officer upon Officer's returning to OceanTrac  all
such   property  without  abatement  or  deduction,  other   than
customary and lawful deductions.  For purposes of this Agreement,
"Good Cause" shall mean the existence or occurrence of any of the
following:

	  3.1.   Any  wilful  breach of duty by Officer,  or  any
failure by Officer to perform, to the reasonable satisfaction  of
the  board  of  directors of OceanTrac, such  duties  as  may  be
delegated to Officer by OceanTrac from time to time.

	  3.2.  If Officer is convicted of a felony.

	  3.3.   If Officer commits theft, larceny, embezzlement,
fraud,   any   acts   of   dishonesty,   illegality,   or   gross
mismanagement,  as  determined in good  faith  by  the  board  of
directors of OceanTrac.

	  3.4.   If  Officer  otherwise materially  breaches  any
provision of this Agreement.

	  3.5.  The death of Officer.
	  
	  3.6.  If Officer becomes materially disabled to such an
extent  that Officer is precluded from performing the duties  set
forth  in this Agreement for a period of 90 consecutive days,  or
120 days in the aggregate during any one-year period.

	  3.7.   The  occurrence of existence of any  facts  that
constitute  grounds for termination pursuant to California  Labor
Code Section 2924.

     4.   No Employment Term/At-Will Employment.  Nothing in this
Agreement  shall  be construed to create any  agreement  for  any
indefinite  or specific term of employment between OceanTrac  and
Officer.  This Agreement may be terminated by either OceanTrac or
Officer at-will for any reason whatsoever or for no reason at all
by  giving  the  Termination Notice (as defined  in  Paragraph  3
above).

     5.   Compensation.  Officer's total compensation under  this
Agreement shall be $_________ per annum, payable at the  rate  of
$________ for each two week period, which payments shall be  made
in  accordance with and at the same times as OceanTrac's ordinary
payroll procedures.  OceanTrac shall give Officer performance and
compensation reviews no less than every year.

     6.   Benefits.   Officer shall be entitled to the  following
benefits during the term of this Agreement:

	  6.1.   OceanTrac  shall pay Officer  an  allowance  for
medical, disability, workmen's compensation, and dental insurance
in accordance with OceanTrac's prevailing policy, which OceanTrac
may amend from time to time.

	  6.2.   Two weeks paid vacation for each one-year period
during  the  term  of this Agreement (prorated  for  any  partial
year),  to  be  taken  at  such times that  are  consistent  with
Officer's  performance of Officer's duties under  this  Agreement
and  that are approved by OceanTrac, whose approval shall not  be
unreasonably  withheld,  but  shall  not  be  taken  during   the
occurrence of any trade show that OceanTrac is participating  in.
Officer  shall  forfeit any vacation time not  taken  during  the
applicable calendar year unless OceanTrac agrees in writing  that
Officer may accrue such vacation time.

	  6.3.   Reimbursement for reasonable out-of-town  travel
expenses and local expenses incurred in the proper performance of
Officer's duties under this Agreement and authorized by OceanTrac
in  writing.  Reimbursement shall be made at the end of  the  pay
period  following the pay period during which Officer  submits  a
detailed  accounting of such expenses, in a form satisfactory  to
OceanTrac.

	  6.4.  Reimbursement for reasonable expenses incurred in
the  proper performance of Officer's duties under this  Agreement
and  authorized by OceanTrac in writing. Reimbursement  shall  be
made at the end of the pay period following the pay period during
which Officer submits a detailed accounting of such expenses,  in
a form satisfactory to OceanTrac.

	  6.5.   In the event of an illness or personal or family
emergency, Officer shall dutifully notify OceanTrac of such event
and OceanTrac shall not reasonably withhold permission for a paid
absence.   If  absences are excessive, OceanTrac and Officer  can
redefine  status  of  leave  due  as  accrued  or  unaccrued   as
necessary.

Officer  shall  not  be  entitled to any  other  compensation  or
benefits.

     7.    Confidentiality.   Officer  hereby  acknowledges  that
OceanTrac  has made available to Officer certain customer  lists,
product  design  information,  performance  standards  and  other
confidential  and/or  Proprietary  Information  (as  defined   in
Paragraph  11  below)  of  OceanTrac or  licensed  to  OceanTrac,
including   without  limitation  trade  secrets  and  copyrighted
materials (collectively, the "Confidential Material").  Except as
essential  to Officer's obligations under this Agreement,  or  as
required by law, neither Officer nor any agent, employee, office,
or  independent contractor of or retained by Officer  shall  make
any disclosure of this Agreement, the terms of this Agreement, or
any of the Confidential Material.  Officer shall notify each such
person  to  whom such disclosure is made that such disclosure  is
made  in  confidence  and shall be kept  in  confidence  by  such
person.   Except  as  essential to OceanTrac's obligations  under
this Agreement, or as required by law, or as requested in writing
by Officer, neither OceanTrac nor any agent, employee, officer or
independent contractor of or retained by OceanTrac shall make any
disclosure of this Agreement or the terms of this Agreement.

     8.    Representations   and  Warranties.    Officer   hereby
represents and warrants that (a) this Agreement will not cause or
require  Officer  to breach any obligation to,  or  agreement  or
confidence  with, any other person, (b) as of the  date  of  this
Agreement (except as disclosed in writing by Officer to OceanTrac
prior  to  the  execution  of  this Agreement),  Officer  is  not
representing, or otherwise affiliated in any capacity  with,  any
other lines of products, manufacturers or vendors, and (c) during
the  term  of  this  Agreement, Officer shall not  represent,  or
otherwise  become affiliated in any capacity with, any  lines  of
products, manufacturers or vendors, which, in the reasonable  and
good  faith  opinion  of OceanTrac, may be competitive  with  any
products of OceanTrac, whether or not Products.

     9.    Proprietary   Information.   For  purposes   of   this
Agreement,  "Proprietary Information" shall mean any information,
observation,  data, written material, record, document,  computer
program,  software, firmware, invention, discovery,  improvement,
development,   tool,   machine,  apparatus,  appliance,   design,
promotional  idea,  customer  list, practice,  process,  formula,
method,  technique, trade secret, product and/or research related
to  the  actual  or anticipated research, development,  products,
organization, business or finances of OceanTrac (or  any  of  its
affiliates).   All right, title and interest of  every  kind  and
nature  whatsoever  in and to the Proprietary  Information  made,
discussed,  developed, secured, obtained or  learned  by  Officer
during   the  term  of  this  Agreement,  or  the  60-day  period
immediately following the termination of this Agreement, shall be
the sole and exclusive property of OceanTrac for any purposes  or
uses  whatsoever, and shall be disclosed promptly by  Officer  to
OceanTrac.   The  covenants set forth in the  preceding  sentence
shall apply regardless of whether any Proprietary Information  is
made,  discovered, developed, secured, obtained  or  learned  (a)
solely or jointly with others, (b) during the usual hours of work
or  otherwise,  (c)  at the request and upon  the  suggestion  of
OceanTrac or otherwise, or (d) with OceanTrac's materials, tools,
instruments  or  on  OceanTrac's  premises  or  otherwise.    All
Proprietary  Information developed, created,  invented,  devised,
conceived  or  discovered  by the Officer  that  are  subject  to
copyright  protection are explicitly considered  by  Officer  and
OceanTrac  to  be works made for hire to the extent permitted  by
law.  Officer hereby assigns to OceanTrac all of Officer's right,
title  and  interest  in  and  to  the  Proprietary  Information.
Officer  hereby forever fully releases and discharges  OceanTrac,
any  affiliates  of  OceanTrac  and  their  respective  officers,
directors  and  employees, from and against any and  all  claims,
demands,  damages,  liabilities, costs and  expenses  of  Officer
arising  out  of,  or  relating to, any Proprietary  Information.
Officer shall execute any documents and take any action OceanTrac
may deem necessary or appropriate to effectuate the provisions of
this  Agreement, including without limitation assisting OceanTrac
in  obtaining and/or maintaining patents, copyrights  or  similar
rights  to any Proprietary Information assigned to OceanTrac,  if
OceanTrac,  in  its  sole discretion, requests  such  assistance.
Officer  shall comply with any reasonable rules established  from
time   to   time   by  OceanTrac  for  the  protection   of   the
confidentiality   of   any  Proprietary   Information.    Officer
irrevocably  appoints  the  President  of  OceanTrac  to  act  as
Officer's  agent  and  attorney-in-fact  to  perform   all   acts
necessary  to  obtain  and/or maintain  patents,  copyrights  and
similar rights to any Proprietary Information assigned by Officer
to  OceanTrac  under  this Agreement if (i)  Officer  refuses  to
perform those acts, or (ii) is unavailable, within the meaning of
any  applicable laws.  Officer acknowledges that the grant of the
foregoing power of attorney is coupled with an interest and shall
survive  the death  or disability of the Officer.  Officer  shall
promptly disclose to OceanTrac, in confidence (A) all Proprietary
Information  that  Officer  creates  during  the  term  of   this
Agreement,  and  (B) all patent applications that  relate  to  or
arise out of Proprietary Information filed by Officer within  one
year after termination of this Agreement.  Any application for  a
patent,  copyright registration or similar right filed by Officer
within  one  year  after termination of this Agreement  shall  be
reasonably  and  in good faith presumed to relate to  Proprietary
Information created by Officer during the term of this Agreement,
unless  Officer can prove otherwise.  Nothing contained  in  this
Agreement   shall  be  construed  to  preclude   OceanTrac   from
exercising all of its rights and privileges as sole and exclusive
owner  of all of the Proprietary Information owned by or assigned
to OceanTrac under this Agreement.  OceanTrac, in exercising such
rights  and  privileges with respect to any  particular  item  of
Proprietary  Information,  may decide  not  to  file  any  patent
application  or  any copyright registration on  such  Proprietary
Information, may decide to maintain such Proprietary  Information
as  secret  and  confidential, or  may  decide  to  abandon  such
Proprietary  Information or dedicate it to the  public.   Officer
shall have no authority to exercise any rights or privileges with
respect  to  the Proprietary Information owned by or assigned  to
OceanTrac under this Agreement.  This Agreement does not apply to
any  Proprietary  Information  that  qualifies  fully  under  the
provisions  of California Labor Code Section 2870 or any  similar
or successor statute.

     10.   Competition.   During  the  term  of  this  Agreement,
Officer shall not own an interest in, operate or participate  in,
or  be  connected  as  an  officer,  director,  employee,  agent,
independent contractor, partner, shareholder or principal of  any
business   entity  or  person  producing,  designing,  providing,
soliciting  orders  for,  selling,  distributing,  or   marketing
products,  goods,  equipment and/or services which  compete  with
OceanTrac's products, goods, equipment and/or services.   To  the
extent  permitted  by  applicable law, for  two  years  following
termination  of this Agreement, Officer shall not  undertake  any
employment  or  activity competitive with  OceanTrac's  business,
including  without limitation the inducement or  solicitation  of
OceanTrac's  customers, if the duties or work of,  in  connection
with  or related to such competitive employment or activity would
or   might  cause  Officer  to  reveal  or  use  any  Proprietary
Information.   During the term of this Agreement,  Officer  shall
not  employ  or  attempt  to  employ  (whether  as  an  employee,
consultant or otherwise) any of OceanTrac's employees who work in
any  area  in  which  Officer has been significantly  engaged  on
behalf of OceanTrac.

     11.   Business  Opportunities.  During  the  terms  of  this
Agreement,  if  Officer  (or  any  agent,  employee,  officer  or
independent  contractor of or retained by Officer) becomes  aware
of   any   project,  investment,  venture,  business   or   other
opportunity  (any  of  the preceding, an "Opportunity")  that  is
similar to, competitive with, related to or in the same field  as
OceanTrac,  or any project, investment, venture, or  business  of
OceanTrac, then Officer shall so notify OceanTrac immediately  in
writing  of  such Opportunity and shall use Officer's good  faith
efforts to cause OceanTrac to have the opportunity to invest  in,
participate   in  or  otherwise  become  affiliated   with   such
Opportunity.

     12.  Indemnification by Officer.  Officer hereby indemnifies
OceanTrac  against all Claims (as defined below) and  all  costs,
expenses and attorneys' fees incurred in the defense of any  such
Claims  or  any action or proceeding brought on any such  Claims.
For   purposes  of  this  Paragraph,  "Claims"  shall  mean   all
liabilities,  damages,  costs,  expenses,  attorneys'  fees   and
claims, except to the extent caused by OceanTrac's negligent act,
wilful  misconduct or breach under this Agreement,  arising  from
(a) any breach or default in the performance of any obligation to
be  performed by Officer under this Agreement, or (b)  any  gross
negligence  or wilful misconduct of Officer or any  of  Officer's
agents, employees, officers, or independent contractors.  If  any
action  or  proceeding is brought against OceanTrac by reason  of
any  such Claims, Officer upon notice from OceanTrac shall defend
such  action  or  proceeding at Officer's sole  cost  by  counsel
satisfactory   to   OceanTrac  which  approval   shall   not   be
unreasonably withheld.

     13.    Indemnification  by  OceanTrac.    OceanTrac   hereby
indemnifies Officer against all Claims (as defined below) and all
costs,  expenses and attorneys' fees incurred in the  defense  of
any  such Claims or any action or proceeding brought on any  such
Claims.  For purposes of this Paragraph, "Claims" shall mean  all
liabilities,  damages,  costs,  expenses,  attorneys'  fees   and
claims, except to the extent caused by OceanTrac's negligent act,
wilful  misconduct or breach under this Agreement,  arising  from
(a) any breach or default in the performance of any obligation to
be  performed by OceanTrac under this Agreement, or (b) any gross
negligence  or  wilful  misconduct  of  OceanTrac   or   any   of
OceanTrac's   agents,   employees,   officers,   or   independent
contractors.   If  any action or proceeding  is  brought  against
Officer by reason of any such Claims, OceanTrac upon notice  from
Officer  shall  defend such action or proceeding  at  OceanTrac's
sole cost by counsel satisfactory to Officer which approval shall
not be unreasonably withheld.

     14.    Survival.    The  representations,   warranties   and
covenants  of  the  parties to this Agreement shall  survive  any
termination of this Agreement.

     15.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

     16.  Further Assurances.  Each party to this Agreement shall
execute all instruments and documents and take all actions as may
be reasonably required to effectuate this Agreement.

     17.   Venue  and Jurisdiction.  For purposes  of  venue  and
jurisdiction,  this  Agreement shall be deemed  made  and  to  be
performed in the City of San Diego, California.

     18.   Counterparts.   This  Agreement  may  be  executed  in
counterparts, each of which shall be deemed an original  and  all
of which together shall constitute one document.

     19.  Modification.  This Agreement may be modified only by a
contract  in writing executed by the party(ies) to this Agreement
against whom enforcement of such modification is sought.

     20.   Headings.   The  headings of the  Paragraphs  of  this
Agreement have been included only for convenience, and shall  not
be  deemed in any manner to modify or limit any of the provisions
of this Agreement, or be used in any manner in the interpretation
of this Agreement.

     21.    Prior   Understandings.   Upon  execution   of   this
Agreement, such interim Employment Agreement shall lapse  and  be
of  no  further  force  or effect.  This agreement  contains  the
entire  agreement  between the parties  of  this  Agreement  with
respect to the subject matter of this Agreement, is intended as a
final expression of such parties' agreement with respect to  such
terms  as  are  included  in this Agreement,  is  intended  as  a
complete  and exclusive statement of the terms of such agreement,
and  supersedes  all negotiations, stipulations,  understandings,
agreements, representations and warranties, if any, with  respect
to  such subject matter, which precede or accompany the execution
of this Agreement.

     22.   Interpretation.  Whenever the context so  requires  in
this Agreement, all words used in the singular shall be construed
to  have  been used in the plural (and vice versa),  each  gender
shall  be  construed to include any other genders, and  the  word
"person"  shall  be  construed to include  a  natural  person,  a
corporation, a firm, a partnership, a joint venture, a trust,  an
estate or any other entity.

     23.   Partial Invalidity.  Each provision of this  Agreement
shall be valid and enforceable to the fullest extent permitted by
law.   If  any provision of this Agreement or the application  of
such  provision  to  any  person or circumstance  shall,  to  any
extent,  be  invalid  or  unenforceable, the  remainder  of  this
Agreement,  or  the application of such provision to  persons  or
circumstances other than those as to which it is held invalid  or
unenforceable,  shall  not  be affected  by  such  invalidity  or
unenforceability,  unless such provision or such  application  of
such provision is essential to this Agreement.

     24.   Notices.  All notices or other communications required
or permitted to be given to a party to this Agreement shall be in
writing and shall be personally delivered, sent by registered  or
certified  mail,  postage prepaid, return receipt  requested,  or
sent  by  an  overnight  express courier  service  that  provides
written confirmation of delivery, to such party at its address as
set  forth above in the introductory Paragraph of this Agreement.
Each  such  notice or other communication shall be deemed  given,
delivered and received upon its actual receipt, except that if it
is  sent by mail in accordance with this Paragraph, then it shall
be deemed given, delivered and received three days after the date
such  notice or other communication is deposited with the  United
States  Postal  Service in accordance with this  Paragraph.   Any
party  to  this  Agreement may give a notice of a change  of  its
address to the other party(ies) to this Agreement.

     25.  Drafting Ambiguities.  Each party to this Agreement and
its  legal counsel have reviewed and revised this Agreement.  The
rule  of  construction that any ambiguities are  to  be  resolved
against  the  drafting  party  shall  not  be  employed  in   the
interpretation of this Agreement or of any amendments or exhibits
to this Agreement.

     26.   Effectiveness.  This Agreement shall become  effective
when  it  has  been  executed  by all  of  the  parties  to  this
Agreement.



______________________________      Date:______________________
Officer


OceanTrac, INCORPORATED,
a Canadian corporation


By:   _____________________________
Date: _____________________________
Title:_____________________________
<PAGE>
			   EXHIBIT B


	DISTRIBUTOR/DEALERS SERVICE AND SALES AGREEMENT

     This Service and Sales Agreement ("Agreement") is entered
into effective _______________, 199__, by and between BOATRACS,
INC. a California corporation ("BOATRACS"), having an address for
notices at 6440 Lusk Boulevard, Suite D201, La Jolla, CA 92121,
and OCEANTRAC SYSTEMS, LTD, a Canada corporation (the "Company"),
having an address for notices at P.O. Box 129, Arcadia, Nova
Scotia, Canada, BOW 1BO, who agree as follows:

     1.  Recitals.

	  1.1.  Qualcomm Incorporated, a Delaware corporation
("Qualcomm") manufactures and distributes a mobile KU-Band
Satellite Mobile Communications Terminal containing a Satellite
Position Reporting System which is installed on a vehicle and
permits the vehicle to have communication access to, and report
position locating to Qualcomm's Network Management Facility (the
"Qualcomm System").

	  1.2.  Qualcomm has authorized CANCOM/SATLINK BUSINESS
SERVICES, ("Cancom") to market, distribute and operate the
QUALCOMM SYSTEM in Canada.

	  1.3.  Cancom has entered into an agreement with
Boatracs (the "Cancom Agreement") under the terms of which Cancom
has appointed Boatracs to act as its distributor and licensee for
the Qualcomm System for Marine Application (as defined below) in
Canada and Boatracs has modified, adapted and enhanced the
Qualcomm System for Marine Application (the "Boatracs System").

     2.  Definitions.

	  2.1.  Marine Application" shall mean the vessel and
marine industry, including without limitation, the inland and
offshore shipping, fishing, recreational boating, workboat
industry, vessels used for towing, harbor services,
transportation and supply.

	  2.2.  "End User" shall mean any customer who purchases
any combination of Products for Marine Application.

	  2.3.  "MCT" shall mean a Ku-band satellite Mobile
Communications Terminal containing BOATRACS' Satellite Position
Reporting system which is installed on a Vessel and which permits
the Vessel to have communications access to, and report position
location to QUALCOMM's or CANCOM's Network Management Facility
consisting primarily of the following components:


	       2.3.1.  Outdoor Unit:  contains the antenna
assembly and RF electronics;

	       2.3.2.  Communication Unit:  contains an analog
section, digital electronics and a local determining device.  The
Communication Unit includes means of providing position location
reporting information;

	       2.3.3.  Display Unit:  BOATRACS' design for
38 character by four line display containing the indicators for
message waiting and satellite signal and QWERTY keyboard with
several function keys for preprogrammed user functions;

	       2.3.4.  20-foot power cable; 50-foot antenna cable
pair and 17-foot display cable;
	       2.3.5.  MCT Software:  QUALCOMM's or CANCOM's
proprietary software residing within an MCT.

	  2.4.  "Products" shall mean MCT's and Software (as
defined below).

	  2.5.  "Software" shall mean (a) QUALCOMM's, BOATRACS'
or CANCOM's version of the proprietary software which permits an
End User to access and communicate with QUALCOMM's or CANCOM's
Network Management Facility from the End User's computer,
(b) BOATRACS' User Interface for use on a computer installed
aboard a Vessel, or (c) other software developed by BOATRACS or
third parties which is offered or sold by BOATRACS in connection
with the Product.

	  2.6.  "Territory" shall mean the area described on
attached Attachment A.

     3.   Appointment.  BOATRACS hereby appoints the Company to
perform the services set forth in this Agreement and the Company
hereby accepts such appointment upon the terms and conditions set
forth in this Agreement.  Such appointment shall be for a term of
one year, commencing on the effective date of this Agreement.
Unless BOATRACS has given notice to the Company of BOATRACS'
termination of this Agreement at least 60 days prior to the end
of the term, the term of this Agreement shall be renewed for one
additional year.  Notwithstanding anything to the contrary in
this Paragraph, this Agreement shall be subject to and shall
immediately terminate upon the expiration or earlier termination
of the CANCOM Agreement.  BOATRACS shall have no liability to the
Company in the event of a termination of the CANCOM Agreement for
any reason.

     4.   Minimum Stock and Equipment.  The Company shall ensure
that (a) the Company has an inventory of at least one MCT at any
given time, and (b) has a functioning and operational IBM
personal computer or functional compatible with at least a 20MB
hard drive sufficient to enable the Company to demonstrate the
Software.

     5.   Installation and Service.  The Company shall, at the
request of End User, install the Product.  The Company shall not
prevent an End User from installing the Product if the End User
so elects.  BOATRACS reserves the right to require employees or
representatives of the Company to attend training programs in
connection with the installation, operation or service of the
Product.  Neither the Company, nor any employee, representative
or independent contractor of or retained by the Company shall
perform service upon the Product which violates or breaches any
provision of the CANCOM Agreement, including without limitation
the opening of any sealed component of the Product.  The Company
shall not service Products, unless (a) BOATRACS has issued its
written certification that the Company is an authorized service
provider, (b) the Company has received verbal authorization and a
work order number as to a particular unit of Product, and (c) the
Company complies with such requirements as to such service that
BOATRACS shall promulgate from time to time.  Such certification
as an authorized service provider shall be revocable at any time
at the discretion of BOATRACS.  Prior to commencing service, the
Company shall provide BOATRACS with information regarding
improper use, negligent use or any other condition that causes
the repair to be out of warranty.

     6.   Engineering Improvements.  CANCOM, QUALCOMM, and/or
BOATRACS may from time to time make engineering improvements
modifications which it elects to incorporate in Products.  These
modifications may be incorporated at the BOATRACS, QUALCOMM or
CANCOM factory or by the Company, as directed by BOATRACS.  Such
modifications may be performed simultaneously  with repair
service or upon another mutually agreed upon schedule.  The
Company will be trained on these services at no cost to the
Company.

     7.   Limited Warranty and Limitations on Liability.

	  7.1.  The Company acknowledges that the range of
service to be provided to End Users via the Product extends
within a limited geographical area of approximately 200 to 400
miles off the shores of the continental United States.  The
Company acknowledges that one of the ANIK satellites is
anticipated to be brought online to provide additional coverage
in Canada and that the extent or range of such coverage is
unknown as of the date of this Agreement.

	  7.2.  The Company shall not make any representation or
warranty to End Users other than those which are specifically
authorized in writing by BOATRACS.  The Company acknowledges that
it has been provided with a copy of the standard warranties
provided by (a) CANCOM pursuant to the CANCOM Agreement, with
respect to CANCOM's proprietary software, (b) BOATRACS, with
respect to BOATRACS' proprietary software and User Interface
Software, and (c) QUALCOMM, with respect to QUALCOMM's
proprietary software, and that such standard warranties are
summarized on attached Attachment B.  CANCOM, QUALCOMM and/or
BOATRACS may modify or amend such warranties from time to time
and in the event of any inconsistency between the terms of any
such modified and/or amended warranty and the summary of such
warranty on attached Attachment B, the terms of such modified
and/or amended warranty shall prevail.  The Company acknowledges
that other than the warranties explicitly provided for by this
Agreement, neither BOATRACS, QUALCOMM or CANCOM has made any
warranty or representation to the Company regarding the Product,
CANCOM's proprietary software, QUALCOMM's proprietary software or
BOATRACS' proprietary software or User Interface Software.

	  7.3.  BOATRACS shall not be liable to the Company for,
the Company hereby assumes all risk of, and the Company waives
all claims against BOATRACS in respect of, any damage in excess
of U.S. $5,000.00 (whether based upon contract, tort, negligence,
warranty, product liability, strict liability, equitable
indemnification and/or otherwise and whether or not BOATRACS has
been notified of the possibility of such damage) resulting from,
or arising out of, the Product, use or performance of the
Product, loss of use, lost data, lost profits, consequential
damages, incidental damages, special damages, malfunction of the
Product, or any other matter relating to the Product and/or this
Agreement.

     8.   Extended Warranty.  BOATRACS may offer a "three-year on-
the-sea extended warranty" on such terms and conditions as
BOATRACS shall determine and which shall provide, inter alia, for
the purchaser of such warranty to be entitled to the replacement
of defective parts within 72 hours, subject to certain terms and
conditions.  The current cost of such warranty per MCT shall be
the sum of * but shall be subject to change by BOATRACS, upon
written notice.  The amount of * shall be allocated as follows:

     (a)  BOATRACS: * per year per MCT.

     (b)  The Company: * per year per MCT.


The Company shall provide all mounting and demounting services
required in order to perform in accordance with such warranty.
The Company will render services to an End User but shall not be
obligated to render more than four hours' labor with respect to
MCT's not sold by the Company.  BOATRACS shall reimburse the
Company for up to four hours of such labor performed on units not
sold by the Company at an hourly rate not exceeding U.S. * per
hour, providing BOATRACS has authorized such labor in writing.
The Company shall invoice BOATRACS for such labor which shall be
paid by BOATRACS within seven working days of receipt of such
invoice.  All shipping and installation charges shall be for the
account of the End User.

     9.   Relationship of Parties.  The Company is acting as an
independent contractor and not as an agent or an employee of
BOATRACS in the performance of the services to be performed
hereunder.  The Company retains authority to control and direct
the performance of the details of the services to be performed;
provided, however, that the services to be performed meet such
requirements that the Company may promulgate from time to time.
Neither the Company nor any agent, employee, officer or
independent contractor of or retained by the Company shall become
or be deemed an employee, partner, joint venturer or agent of or
with BOATRACS by reason of this Agreement.  Neither BOATRACS nor
the Company (nor any agent, employee, officer or independent
contractor of or retained by the Company) shall have any
authority to bind the other in any respect.

     10.  Legal.  The parties to this Agreement agree to comply
with all United States and Canada federal, state, provincial, and
municipal laws, rules and regulations that are now or may in the
future become applicable.
     11.  Confidential Information.

	  11.1.  Trademarks and Trade Names.  Nothing contained
in this Agreement shall be construed to authorize the Company
(a) to use any trademark or trade name of BOATRACS, QUALCOMM
and/or CANCOM (the "Marks") as a style or name, or as part of the
style or name of any firm, partnership or corporation, (b) to
apply the Marks to any goods other than Products, or (c) at any
time after the expiration or sooner termination of this
Agreement, to apply the Marks to goods or to any other use
whatsoever.  The Company shall use the Marks only in association
with the Products and only in strict accordance with the
instructions, standards of quality and trade-mark specifications
supplied by BOATRACS from time to time.

	  11.2.  Proprietary Interest.  The Company recognizes
the proprietary interest of BOATRACS, QUALCOMM and CANCOM in
technical data, marketing and confidential business information
provided by BOATRACS to, or otherwise discovered by, the Company
from time to time.  The Company acknowledges and agrees that such
information constitutes trade secrets of BOATRACS, QUALCOMM and
CANCOM, respectively.  The Company acknowledges and agrees that
any and all such information shall be and is the property of
BOATRACS, QUALCOMM and/or CANCOM.  The Company hereby waives any
and all right, title or interest in and to such information and
agrees to promptly return all copies of such information to
BOATRACS, at the Company's expense, upon termination of this
Agreement.

	  11.3.  Confidentiality.  The Company acknowledges and
agrees that BOATRACS is entitled to prevent its competitors from
obtaining and utilizing its trade secrets.  The Company agrees to
hold BOATRACS', QUALCOMM's and CANCOM's trade secrets in
strictest confidence and not to disclose them or allow them to be
disclosed, directly or indirectly, to any other person or entity,
other than to persons engaged by the Company for the purpose of
performance under this Agreement, with BOATRACS' prior written
consent.  The Company acknowledges its fiduciary obligations to
BOATRACS and the confidential nature of its relationship with
BOATRACS and of any confidential proprietary information or trade
secrets which the Company may obtain during the terms of this
Agreement.  The Company shall not, either during the term of this
Agreement or at any time after the expiration or earlier
termination of this Agreement, or during any extension thereof,
disclose to anyone, other than persons engaged by it for the
purpose of performing under this Agreement, any confidential or
proprietary information or trade secrets of BOATRACS obtained by
the Company.  The Company also agrees to place upon any persons
to whom said information is disclosed for the purpose of
performance under this Agreement, a legal obligation to treat
such information as strictly confidential.

     12.  Insurance to be Secured.  The Company agrees to
maintain such insurance as will fully protect both the Company
and BOATRACS from any and all claims under any workman's
compensation or similar act or employee's liability laws, and
from any and all other claims of whatsoever kind or nature for
the damage to property or for personal injury, including death,
made by anyone whomsoever, that may arise from operations carried
on under this Agreement, either by the Company, any subcontractor
or anyone directly or indirectly engaged or employed by either of
them.  BOATRACS shall be named as an additional insured under all
such policies.  The Company agrees to provide BOATRACS with
copies of such policies and certificates evidencing the required
coverage before the Company begins service requested by BOATRACS.

     13.  Parts & Special Tools.  The Company agrees to provide
tooling necessary to perform installation and/or servicing of
MCT's, if any.

     14.  Right to Sell Products.  The Company shall purchase the
Product from BOATRACS and BOATRACS hereby grants to the Company
the exclusive right with the Territory to resell the Product to
End Users subject to the terms of the CANCOM Agreement.  Such
exclusivity shall not include Weston Foods and the Federal
Department of Fisheries and Oceans (one BC-based vessel) who are
presently Satlink clients.  The purchase price paid by the
Company for the Product shall be the most recent Canadian
distributor prices published by BOATRACS from time to time.  The
initial distributor prices for the Product are set forth on
Attachment C to this Agreement, such prices being subject to
change from time to time without notice from BOATRACS.  The
Company shall determine the prices of the Product to be sold by
the Company to End Users.  The Company shall not be entitled to
receive any form of commission from BOATRACS arising from such
resale of Product to End Users.  BOATRACS reserves the right to
change the price and sales conditions at any time upon notice to
the Company.  The purchase price for units of the Product ordered
by the Company shall be payable in full in cash within 15 days
from the date of shipment.  Units of the Product ordered by the
Company shall be shipped FOB point of shipment.  The Company
acknowledges that the  risk of loss or damage to the units of
Product shall shift to the Company upon delivery by BOATRACS or
CANCOM of the units of Product to the carrier.  Such carrier
shall be deemed to be the agent of the Company and not BOATRACS
or CANCOM.  The Company acknowledges that neither BOATRACS nor
CANCOM shall be responsible for loss or damage to the Product
during transit and that it is the Company's responsibility to
obtain insurance coverage against loss or damage to the Product
during transit.

     15.  Sub-Dealers.

	  15.1.  The Company may, at its election, appoint
additional dealers to sell the Product within the Territory
("Sub-Dealers").  All such appointments of Sub-Dealers made by
the Company shall be terminable, with or without cause, by no
more than 60 days' notice, and shall terminate automatically upon
the termination of this Agreement.  The rights of such
Sub-Dealers shall be subject to the provisions of this Agreement.
Neither the Company nor such Sub-Dealers shall take any action
that may violate the provisions of the CANCOM Agreement.  The
Company shall, immediately upon notice from BOATRACS, terminate
the appointment of any Sub-Dealer that BOATRACS, in its sole
discretion, determines is not in the best interests of BOATRACS.

	  15.2.  Potential Sub-Dealers shall be required to
complete an application process and the appointment of such
potential Sub-Dealers shall be subject to the approval of
BOATRACS, in its reasonable discretion.

     16.  Per-Message Commission.  While this Agreement is in
full force and effect, (a) on or before August 31 of each year,
BOATRACS shall pay to Company that portion (identified in the
table below as the Relevant Fee) of the Authorized Message
Charges (as defined below) actually paid to and received by
BOATRACS from each Qualified End User (as defined below) during
the period commencing on the immediately preceding January 1 and
ending on the immediately preceding June 30, and (b) on or before
February 28 of each year BOATRACS shall pay to Company the
Relevant Fee portion of the Authorized Message Charges actually
paid to and received by BOATRACS from each Qualified End User
during the period commencing on the immediately preceding July 1
and ending on the immediately preceding December 31.  For
purposes of this Paragraph, (a) "Qualified End User" shall mean
an End User who uses an MCT unit sold to such End User by Company
or any Sub-Dealer appointed by the Company for such message
transmission and is a subscriber to BOATRACS' monitoring system
at the time such message was transmitted, (b) "Authorized Message
Charge" shall mean the fees payable to BOATRACS by Qualified End
Users as message charges, and (c) "Relevant Fee" shall mean the
fees set forth in the column labeled "Relevant Fee" below for
message services.

                                Message Charges
                                       *

                        Authorized Message   BOATRACS fee      Relevant Fee
                              Charge

Base Charge/mo./unit
Per Message
Per Character
Monitoring/mo/unit
Macro Definition/ea
Group Definition/ea
       (The above amounts are in Canadian Dollars)

BOATRACS determination of the compensation payable pursuant to
this Paragraph shall be final, binding and conclusive.  Company
shall not increase the Authorized Message Charges set forth above
without BOATRACS' prior written approval.

     17.  Indemnification.  The Company shall indemnify BOATRACS
against all Claims (as defined below) and all costs, expenses and
attorney's fees incurred in the defense of any of such Claims or
any action or proceeding brought on any of such Claims.  For
purposes of this Paragraph, "Claims" shall mean all liabilities,
damages, losses, costs, expenses, attorney's fees and claims,
arising from (a) any activity, work or thing done, permitted  or
suffered by the Company in connection with the Company's
marketing, installation, and/or sales of the Product, (b) any
breach or default in the performance of any obligation to be
performed by the Company under this Agreement, (c) any breach of
any representation or warranty of the Company set forth in this
Agreement, (d) any dispute with a Subdealer, or (d) any
negligence of the Company or any agent, employee, officer,
contractor, representative, guest, licensee, invitee, visitor or
customer of or retained by the Company.  Notwithstanding the
foregoing, "Claims" shall not include any liability, damage, or
loss which is caused solely by BOATRACS's grossly negligent act,
wilful misconduct or breach under this Agreement.  If any action
or proceeding is brought against BOATRACS by reason of any such
Claims, the Company upon notice from BOATRACS shall defend such
action or proceeding at the Company's sole cost by legal counsel
satisfactory to BOATRACS.

     18.  Canadian Provisions.  All amounts of money set forth in
this Agreement are in Canadian dollars.  The parties expressly
declare that they require this Agreement and all documents,
correspondence and notices relating to this Agreement to be
drafted and written exclusively in the English language.  Les
parties declarent expressement qu'elles exigent que ce contrat
ainsi que tous les documents, correspondence et avis y relatifs
soient rediges et ecrits exclusivement en anglais.

     19.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California,
United States of America.

     20.  Further Assurances.  Each party to this Agreement shall
execute all instruments and documents and take all actions as may
be reasonably required to effectuate this Agreement.

     21.  Venue and Jurisdiction.  For purposes of venue and
jurisdiction, this Agreement shall be deemed made and to be
performed in the City of San Diego, California.

     22.  Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all
of which together shall constitute one document.

     23.  Time of Essence.  Time and strict and punctual
performance are of the essence with respect to each provision of
this Agreement.

     24.  Attorney's Fees.  In the event any litigation,
arbitration, mediation, or other proceeding ("Proceeding") is
initiated by any party against any other party to enforce,
interpret or otherwise obtain judicial or quasi-judicial relief
in connection with this Agreement, the prevailing party in such
Proceeding shall be entitled to recover from the unsuccessful
party all costs, expenses, and actual attorney's fees relating to
or arising out of (a) such Proceeding (whether or not such
Proceeding proceeds to judgment), and (b) any post-judgment or
post-award proceeding including without limitation one to enforce
any judgment or award resulting from any such Proceeding.  Any
such judgment or award shall contain a specific provision for the
recovery of all such subsequently incurred costs, expenses, and
actual attorney's fees.

     25.  Modification.  This Agreement may be modified only by a
contract in writing executed by the party(ies) to this Agreement
against whom enforcement of such modification is sought.

     26.  Headings.  The headings of the Paragraphs of this
Agreement have been included only for convenience, and shall not
be deemed in any manner to modify or limit any of the provisions
of this Agreement, or be used in any manner in the interpretation
of this Agreement.

     27.  Prior Understandings.  This Agreement contains the
entire agreement between the parties to this Agreement with
respect to the subject matter of this Agreement, is intended as a
final expression of such parties' agreement with respect to such
terms as are included in this Agreement, is intended as a
complete and exclusive statement of the terms of such agreement,
and supersedes all negotiations, stipulations, understandings,
agreements, representations and warranties, if any, with respect
to such subject matter, which precede or accompany the execution
of this Agreement.

     28.  Interpretation.  Whenever the context so requires in
this Agreement, all words used in the singular shall be construed
to have been used in the plural (and vice versa), each gender
shall be construed to include any other genders, and the word
"person" shall be construed to include a natural person, a
corporation, a firm, a partnership, a joint venture, a trust, an
estate or any other entity.

     29.  Partial Invalidity.  Each provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by
law.  If any provision of this Agreement or the application of
such provision to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected by such invalidity or
unenforceability, unless such provision or such application of
such provision is essential to this Agreement.

     30.  Successors-in-Interest and Assigns.  The Company shall
not assign or delegate to any other person this Agreement or any
rights or obligations under this Agreement.  Subject to any
restriction on transferability contained in this Agreement, this
Agreement shall be binding upon and shall inure to the benefit of
the successors-in-interest and assigns of each party to this
Agreement.  Nothing in this Paragraph shall create any rights
enforceable by any person not a party to this Agreement, except
for the rights of the successors-in-interest and assigns of each
party to this Agreement, unless such rights are expressly granted
in this Agreement to other specifically identified persons.

     31.  Notices.  All notices or other communications required
or permitted to be given to a party to this Agreement shall be in
writing and shall be personally delivered, sent by certified
mail,  postage prepaid, return receipt requested, or sent by an
overnight express courier service that provides written
confirmation of delivery, to such party at its address as set
forth above in the introductory Paragraph of this Agreement.
Each such notice or other communication shall be deemed given,
delivered and received upon its actual receipt, except that if it
is sent by mail in accordance with this Paragraph, then it shall
be deemed given, delivered and received three days after the date
such notice or other communication is deposited with the United
States Postal Service in accordance with this Paragraph.  Any
party to this Agreement may give a notice of a change of its
address to the other party to this Agreement.

     32.  Waiver.  Any waiver of a default under this Agreement
must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.  No
delay or omission in the exercise of any right or remedy shall
impair such right or remedy or be construed as a waiver.  A
consent to or approval of any act shall not be deemed to waive or
render unnecessary consent to or approval of any other or
subsequent act.

     33.  Drafting Ambiguities.  Each party to this Agreement and
its legal counsel have reviewed and revised this Agreement.  The
rule of construction that any ambiguities are to be resolved
against the drafting party shall not be employed in the
interpretation of this Agreement or of any amendments or exhibits
to this Agreement.

     34.  Effectiveness.  This Agreement shall become effective
when it has been executed by all of the parties to this
Agreement.

	     BOATRACS, INC. a California
	     corporation
	     
	     By:___________________________________
		Annette Friskopp, Chief Operating
		Officer
	     
	     OCEANTRAC SYSTEMS, LTD, a Canada
	     corporation
	     
	     By:_________________________________
	     
	     By:_________________________________
<PAGE>                 
		 Addendum to Distributor/Dealers
		   Service And Sales Agreement


   1.  Sales Leads.  BOATRACS shall endeavor to forward to the
Company those sales leads which BOATRACS receives from potential
customers in the Territory.

   2.  Marketing, Sales and Advertising Expenditures.  BOATRACS
may, at its election and with no obligation to do so, incur
certain marketing, sales and advertising expenses to assess or
enhance the market potential for the Product within the
Territory.  Upon the mutual written agreement of both parties,
BOATRACS and the Company may elect to share the expenses related
to a cooperative advertising campaign for the Product within the
Territory.
<PAGE>   
						   ATTACHMENT A

			    Territory

As used in the Agreement to which this Attachment is a part,
"Territory" shall mean the Canadian provinces of Ontario, Quebec,
New Brunswick, Prince Edward Island, Nova Scotia, Labrador, and
Newfoundland.
<PAGE>
						   ATTACHMENT B


		  Summary of Standard Warranties

A summary of standard warranties will be provided to the Company
by BOATRACS.  Those standard warranties are subject to change
from time to time without notice from Boatracs.

<PAGE>

						   ATTACHMENT C


 			     PRICING (1)
				*

ON THE VESSEL:
                                                 
                                     Price(2)       Dealer(3)    Retailer(4)

1. BOATRACS Mobile Communications
 Terminal (MCT)
 Includes Communications Unit,
 Keyboard, Standard Antenna
 Unit Price Quantities 1-9
 Unit Price Quantities 10 or more

2. SatCom License Fee per year, 
 per MCT

3. On Board Printer

4. Extended Warranty per MCT 
 (per unit per year)

5. Evaluation Fee 
 (per MCT per month)

IN THE OFFICE:

1. QTRACS (PC) Software
 (does not include modem
 or PC)

2. QTRACS Lan DOS (1-40 units)

3. QTRACS Windows
 (when available)

4. QTRACS DOS/Windows
 Sub-account (1st copy)

5. QTRACS DOS/Windows
 Sub-account (all other copies) 

6. QTRACS Annual Service Fee

7. BOATCOMM User Interface (BUI)

8. Seasonal Disconnect/Reconnect
 Fee (per MCT)

9. 24 Hour Dispatch Option
 (per Fleet/month)
_______________________________

    (1) All prices are stated in Canadian Dollars and are subject to change
        without further notice.
    (2) Price from BOATRACS to OceanTRAC
    (3) Suggested price from OceanTRAC to Dealers
    (4) Suggested price from Dealer to Customers



<PAGE>

			   EXHIBIT C

		    SECURED PROMISSORY NOTE

Original  Principal  Amount  $78,000.00  U.S.               Date:
December 20, 1995

     FOR  VALUE  RECEIVED,  OCEANTRAC SYSTEMS  LIMITED.,  a  Nova
Scotia   corporation  and  OCEANTRAC  INCORPORATED,  a   Canadian
corporation,   jointly  and  severally,  (collectively   "Maker")
promises  to pay to BOATRACS, INC., a California corporation,  or
order ("Holder"), at San Diego, California (or such other address
designated by Holder from time to time), the sum of Seventy Eight
Thousand  U.S.  Dollars ($78,000.00 U.S.),  plus  any  additional
advances  or loans made by Holder to Maker, in Holder's sole  and
absolute discretion, plus interest thereon, from the date  hereof
until all amounts due hereunder are paid in full, at the rate  of
nine  percent  (9%) per annum, payable as more  fully  set  forth
below.
     
     1.   Due  on  Demand.   All  unpaid  principal  and  accrued
interest  under  this Note shall be immediately due  and  payable
seven days after written demand from Holder to Maker.

     2.   Manner  of Payments.  All payments by Maker under  this
Note  shall be (i) made in lawful money of the United  States  of
America  without set-off, deduction or counterclaim of  any  kind
whatsoever  (ii) credited first to amounts for late  charges,  if
any, second to amounts for Holder's costs of enforcing this Note,
if  any,  third  to  amounts of interest due  (including  default
interest) hereunder, if any, and finally to the principal balance
under this Note, and (iii) deemed paid by Maker upon their actual
receipt by Holder.

     3.  Prepayment.  Maker has the right to prepay the principal
amount of this Note at any time without penalty.

     4.  Late Charge.  If any amount of interest and/or principal
under this Note is not received by Holder upon the due date then,
without  any requirement for notice to Maker, Maker shall  immedi
ately  pay  to Holder an additional sum of five percent  (5%)  of
such  overdue amount as a late charge.  Such late charge is  fair
and reasonable based upon the facts and circumstances existing as
of  the  date  of this Note.  Acceptance of such late  charge  by
Holder  shall  not  constitute a waiver of Maker's  default  with
respect   to  such  overdue  amount,  nor  prevent  Holder   from
exercising  any  of  the other rights and remedies  available  to
Holder under this Note.
     
     5.   Acceleration.   All unpaid principal  and  accrued  and
unpaid  interest under this Note shall, at Holder's election,  be
immediately due and payable upon the occurrence of any failure by
Maker  to timely satisfy all of its obligations under this  Note,
any  other  Note  or  Agreement made by either Maker  (including,
without  limitation,  under  the  Agreement  entered  into  among
OCEANTRAC  INCORPORATED, OCEANTRAC SYSTEMS  LIMITED  and  Holder,
evenly dated herewith and all Exhibits thereto.
     6.  Security.  This Note is secured by a Pledge evenly dated
with  this  Note  from  Maker to Holder and naming  Solomon  Ward
Seidenwurm & Smith as Pledge Holder.

     7.   Commercial Purposes.  Maker acknowledges that the  loan
evidenced  by  this Note is obtained for business  or  commercial
purposes  and  that the proceeds of such loan will  not  be  used
primarily   for  personal,  family,  household  or   agricultural
purposes.

     8.    Interest  Limitation.   It  is  not  intended  by  any
provision of this Note to charge interest at a rate in excess  of
the  maximum  rate of interest permitted to be charged  to  Maker
under  applicable law on a cumulative basis over the life of  the
loan  evidenced  by this Note (the "Loan").   If  by  mistake  or
error, interest in excess of such maximum rate shall be paid  for
any  period during the term of the Loan, the excess amount shall,
if  permitted  by  applicable  law,  be  retained  by  Holder  as
additional  cash  collateral for the  Loan  to  be  held  without
interest or trust and commingled with other assets of Holder  or,
if  not  permitted to be so held by Holder, shall be refunded  to
Maker.  If for any period during the term of the Loan, Holder  is
unable, because of a limitation on the rate of interest permitted
to  be  charged to Maker under applicable law, to collect all  of
the interest and premium provided for in this Note, such interest
or   premium   ("interest  shortage")  shall,  if  permitted   by
applicable law, be added to the interest earned or to  be  earned
for  prior or subsequent periods during the term of the  Loan  so
that,  to  the extent permitted by applicable law on a cumulative
basis  over the life of the Loan, Holder may collect all  of  the
interest  and premium provided for in this Note, the same  to  be
accomplished  in the following manner, or otherwise as  permitted
by  applicable  law:  (i) if Holder were permitted by  applicable
law  to  charge interest to Maker in such prior periods in excess
of  the  amount  of interest and premium actually charged  during
such  prior periods,  then the interest due on the Loan for  such
prior  periods shall automatically be increased by the amount  of
such interest shortage, but not in excess of the maximum interest
permitted  to be charged to Maker during such prior periods,  and
such   increased  interest  for  such  prior  periods  shall   be
immediately due and payable upon demand; and (ii) if Holder shall
have  collected all interest permitted by applicable  law  to  be
charged  to  Maker  in  such  prior periods,  and  if  Holder  is
thereafter  permitted  by applicable law to  charge  interest  to
Maker  in  such  subsequent periods in excess of  the  amount  of
interest  and  premium  actually charged during  such  subsequent
periods, the interest due on the Loan for such subsequent periods
shall  automatically be increased by the amount of such  interest
shortage, but not in excess of the maximum interest permitted  to
be  charged  to  Maker during such subsequent  period,  and  such
increased interest for such subsequent periods shall be  due  and
payable at the end of each such subsequent period upon demand.

     9.     Note  Waivers.   Maker  waives  presentment,  notice,
demand, protest, notice of demand and dishonor.
     
     10.   Governing  Law.  This Note shall be  governed  by  and
construed in accordance with the laws of the State of California.
     
     11.   Further  Assurances.  Each party to  this  Note  shall
execute all instruments and documents and take all actions as may
be reasonably required to effectuate this Note.

     12.   Venue  and Jurisdiction.  All actions and  proceedings
arising  in connection with this Note must be tried and litigated
exclusively in the State and Federal courts located in the County
of  San  Diego,  State of California, which courts have  personal
jurisdiction and venue over each of the parties to this Note  for
the purpose of adjudicating all matters arising out of or related
to  this  Note.   Each  party authorizes and accepts  service  of
process  sufficient  for  personal  jurisdiction  in  any  action
against  it  as  contemplated by this paragraph by registered  or
certified mail, return receipt requested, postage prepaid, to its
address for the giving of notices set forth in this Note.

     13.    Time  of  Essence.   Time  and  strict  and  punctual
performance are of the essence with respect to each provision  of
this Note.

     14.    Attorney's  Fees.    In  the  event  any  litigation,
arbitration,  mediation,  or other proceeding  ("Proceeding")  is
initiated  by  any  party  against any other  party  to  enforce,
interpret, collect upon, foreclose, or otherwise obtain  judicial
or  quasi-judicial  relief  in connection  with  this  Note,  the
prevailing party in such Proceeding shall be entitled to  recover
from  the  unsuccessful  party all costs,  expenses,  and  actual
attorney's fees relating to or arising out of (i) such Proceeding
(whether  or not such Proceeding proceeds to judgment), and  (ii)
any  post-judgment  or  post-award proceeding  including  without
limitation  one  to enforce any judgment or award resulting  from
any such Proceeding.  Any such judgment or award shall contain  a
specific  provision  for the recovery of  all  such  subsequently
incurred costs, expenses, and actual attorney's fees.

     15.   Modification.   This Note may be modified  only  by  a
contract  in  writing executed by the party to this Note  against
whom enforcement of such modification is sought.

     16.   Headings.  The headings of the Paragraphs of this Note
have  been included only for convenience, and shall not be deemed
in  any  manner to modify or limit any of the provisions of  this
Note,  or  be  used in any manner in the interpretation  of  this
Note.

     17.   Waiver.  Any waiver of a default under this Note  must
be  in  writing  and shall not be a waiver of any  other  default
concerning  the  same or any other provision of  this  Note.   No
delay  or  omission in the exercise of any right or remedy  shall
impair  such  right or remedy or be construed  as  a  waiver.   A
consent to or approval of any act shall not be deemed to waive or
render  unnecessary  consent  to or  approval  of  any  other  or
subsequent act.

     18.  Drafting Ambiguities.  Maker and his legal counsel have
reviewed  and had an opportunity to negotiate the terms  of  this
Note.   The rule of construction that any ambiguities are  to  be
resolved against the drafting party shall not be employed in  the
interpretation of this Note.

     19.   Notices.  All notices of other communications required
or  permitted  to be given to a party to this Note  shall  be  in
writing  and  shall  be personally delivered, sent  by  certified
mail,  postage  paid, return receipt requested,  or  sent  by  an
overnight   express   courier  service  that   provides   written
confirmation  of  delivery,  to  such  party  at  the   following
respective address:

Holder:   BOATRACS, Inc.
	  6440 Lusk Blvd., Suite D-201
	  San Diego, California 92121

	  OCEANTRAC SYSTEMS LIMITED
	  Dayton Mall
	  Highway 3
	  Hebron Yarmouth, N.S. Canada B5A 4B3

	  OCEANTRAC INCORPORATED
	  Dayton Mall
	  Highway 3
	  Hebron Yarmouth, N.S. Canada B5A 4B3

Each  such  notice or other communication shall be deemed  given,
delivered and received upon its actual receipt, except that if it
is  sent by mail in accordance with this paragraph, then it shall
be  given, delivered and received three days after the date  such
notice or other communication is deposited with the United States
Postal  Service in accordance with this Paragraph.  Any party  to
this Note may give notice of a change of its address to the other
party(ies) to this Note.

			 OCEANTRAC  SYSTEMS LIMITED., a  Canadian
			 corporation, Maker

			 By: ______________________________
			 Its: ______________________________

			 By: ______________________________
			 Its: ______________________________
			 
			 OCEANTRAC   INCORPORATED,   a   Canadian
			 corporation, Maker

			 By: ______________________________
			 Its: ______________________________

			 By: ______________________________
			 Its: ______________________________
<PAGE>
			   EXHIBIT D

			PLEDGE AGREEMENT

     This  Agreement  is  executed effective  January  ___,  1996
between  BOATRACS,  INC.,  a California  corporation,  having  an
address  for notices at 6440 Lusk Blvd., Suite D-201, San  Diego,
California 92121-2758 ("Pledgee") and OCEANTRAC SYSTEMS  LIMITED,
a  Nova  Scotia  corporation, having an address  for  notices  at
Dayton  Mall,  Highway 3, Hebron Yarmouth, N.S.  Canada  B5A  4B3
("Pledgor"), who agree as follows:

     1.   Recital.  This Agreement is made with reference to  the
following recital of essential facts:

	  1.1.   Pledgor  and Pledgee have executed an  agreement
(the  "Agreement") dated the same date as this Pledge  Agreement.
Pursuant  to  the Agreement, Pledgor has executed two  promissory
notes (collectively "the Note") in favor of Pledgee.

	  1.2.   In order to secure Pledgor's payment obligations
under  the Note, Pledgor has agreed to pledge to Pledgee  all  of
the   shares   (the  "Shares")  held  by  Pledgor  in  OCEANTRAC,
INCORPORATED, a Canadian corporation.

2.   Grant  of  Security Interest.  To secure  Pledgor's  payment
obligations  to Pledgee under the Note, Pledgor pledges,  assigns
and  grants to Pledgee a security interest in (a) the Shares  and
(b) all stock or cash dividends, substitutions, and shares issued
pursuant  to any merger or reorganization, or any other  proceeds
of  such  Shares  as  defined in Section 9306 of  the  California
Uniform Commercial Code.

3.   Delivery of Shares.  Upon Pledgor's execution of this Pledge
Agreement, Pledgor shall concurrently validly endorse the  Shares
in  blank  and  deliver the Shares to Norman L. Smith,  Esq.,  of
Solomon   Ward   Seidenwurm   &   Smith   (the   "Pledgeholder").
Pledgeholder   shall  retain  the  Shares  to  secure   Pledgor's
obligations to Pledgee under this Agreement.

4.   Terms  of  Pledge.  The Shares shall be held by Pledgeholder
in  pledge subject to the terms and conditions of this Agreement.
As  long as no default exists as described in Paragraph 7  below,
Pledgor shall have the right at all times to vote such Shares  on
any  and  all  matters.   Pledgor  and  Pledgee  shall  indemnify
Pledgeholder  and  hold him harmless from any  loss,  expense  or
damage he may incur by virtue of his role as Pledgeholder, except
for any breach of duty or negligence of Pledgeholder.

5.   Negative Covenants.  Until all obligations secured  by  this
Pledge  Agreement  shall have been fully and  finally  performed,
Pledgor   shall  not  without  the  prior  written   consent   of
Pledgee:  (a)  create  or suffer to exist  any  further  security
interest in the Shares; or (b) sell or otherwise dispose  of  the
Shares.


6.   Affirmative  Covenants.  Until all  obligations  secured  by
this  Agreement  shall  have been fully  and  finally  performed,
Pledgor shall pay when due all taxes, assessments, and liens,  if
any,  upon the Shares.  Pledgor may withhold any such payment  or
may  elect  to  contest  any lien if Pledgor  is  in  good  faith
conducting  appropriate proceedings to contest the obligation  to
pay,  so  long  as  Pledgee's  interest  in  the  Shares  is  not
jeopardized.  In any such contest, Pledgor shall represent itself
and  Pledgee and shall satisfy any final adverse judgment  before
enforcement against the Shares.  Pledgor shall name Pledgee as an
additional obligee under any surety bond furnished in the contest
proceedings.

7.   Events  of Default.  Pledgor shall be in default under  this
Agreement upon the occurrence of any of the following events:

     7.1.   Pledgor's breach of this Agreement, which  breach  is
not  cured  within 5 days of written notice to  Pledgor  of  such
breach.

     7.2.   Any  amount  due under the Note is  not  received  by
Pledgee on its due date.

     7.3.   Any actual disposition of the Shares in violation  of
this Agreement.

     7.4.   The  making by Pledgor of any general arrangement  or
assignment  for  the  benefit  of  creditors;  Pledgor   becoming
bankrupt,  insolvent  or  a "debtor"  as  defined  in  11  U.S.C.
Section 101, or any successor statute or similar statute  or  law
in  Canada  (unless,  in  the case of a  petition  filed  against
Pledgor,  such  petition is dismissed within 30  days  after  its
original filing); the appointing of a trustee or receiver to take
possession  of  substantially  all of  Pledgor's  assets  (unless
possession  is  restored to Pledgor within  30  days  after  such
taking);  or  the  attachment, execution or judicial  seizure  of
substantially  all of Pledgor's assets (unless  such  attachment,
execution or judicial seizure is discharged within 30 days  after
such attachment, execution or judicial seizure).

8.   Rights  of  Pledgee Upon Default.  Should  a  default  occur
under  Paragraph  7  above (the "Default"),  Pledgee  shall  give
Pledgeholder  written notice and full details  of  such  Default.
Immediately  following  the receipt of  such  written  notice  of
Default,  Pledgeholder may exercise any of the following remedies
with regard to the Shares on behalf of Pledgee:

     8.1.   Vote,  grant  proxies, attend  shareholder  meetings,
nominate  and  elect  directors,  receive  dividends  and   other
distributions to shareholders, and otherwise exercise any  rights
attributable to the Shares.

     8.2.   Cause the Shares to be transferred to Pledgee on  the
books  of  Pledgor,  in accordance with the stock  transfer  form
executed  by  Pledgor  in connection with  the  delivery  of  the
Shares.

     8.3.   Cause the Shares to be sold at public or private sale
(the  "Sale").   Proceeds  from  such  Sale,  net  of  reasonable
expenses  of  sale including attorney's fees and  legal  expenses
incurred  by  the Pledgeholder, sufficient to cure  the  Default,
shall  be  forwarded to Pledgee. Any proceeds in  excess  of  the
amount  sufficient  to  cure  the Default  shall  be  immediately
forwarded to Pledgor. If Pledgee instructs Pledgeholder  to  sell
the  Shares and if the net proceeds of such Sale are insufficient
to  cure  the Default, Pledgee may exercise any other rights  and
remedies afforded to secured parties under the California Uniform
Commercial Code, or otherwise in law or equity.  All such  rights
and  remedies shall be cumulative and may be exercised singularly
or concurrently.

Notwithstanding the foregoing, Pledgee acknowledges that  in  the
event of a non-monetary default described in Paragraph 7.1 above,
Pledgee  must  liquidate its damages by a judicial  determination
before  the Sale shall occur.  Notwithstanding the foregoing,  if
Pledgor  cures any Default prior to the Sale, Pledgeholder  shall
cause the Sale not to occur.

9.   Conflicting Demands.  If conflicting demands are  made  upon
Pledgeholder, he shall have the right (a) to file  an  action  in
interpleader with a court of competent jurisdiction, and  (b)  to
be  reimbursed by Pledgor and/or Pledgee for any and  all  costs,
expenses  and  attorneys' fees reasonably incurred in  connection
with  such  action  as determined by such court,  except  to  the
extent of any breach of duty or negligence of Pledgeholder.

10.   Return of Shares/Note.  Upon Pledgor's performance  of  all
of  its  obligations  under  this Agreement,  Pledgeholder  shall
return the Shares to Pledgor and the Note marked "PAID."

11.    Representations  and  Warranties  of   Pledgor.    Pledgor
represents  and warrants to Pledgee that except for the  security
interest created by this Agreement, no person or entity  has  any
right, title, interest, or claim in or to the Shares or any  part
of the Shares.

12.   Governing Law.  This Agreement is governed by and construed
in   accordance  with  the  laws  of  the  State  of  California,
irrespective of California's choice-of-law principles.

13.   Further  Assurances.  Each party to  this  Agreement  shall
execute  and deliver all instruments and documents and  take  all
actions as may be reasonably required or appropriate to carry out
the purposes of this Agreement.

14.    Venue  and  Jurisdiction.   All  actions  and  proceedings
arising  in  connection with this Agreement  must  be  tried  and
litigated exclusively in the State and Federal courts located  in
the  County of San Diego, State of California, which courts  have
personal jurisdiction and venue over each of the parties to  this
Agreement for the purpose of adjudicating all matters arising out
of  or  related  to  this Agreement.  Each party  authorizes  and
accepts  service of process sufficient for personal  jurisdiction
in  any  action against it as contemplated by this  paragraph  by
registered  or certified mail, return receipt requested,  postage
prepaid,  to its address for the giving of notices set  forth  in
this Agreement.

15.   Counterparts and Exhibits.  This Agreement may be  executed
in  counterparts, each of which is deemed an original and all  of
which together constitute one document.  All exhibits attached to
and  referenced  in  this  Agreement are incorporated  into  this
Agreement.

16.   Time  of Essence.  Time and strict and punctual performance
are  of  the  essence  with respect to  each  provision  of  this
Agreement.

17.    Attorney's  Fees.   The  prevailing  party(ies)   in   any
litigation,  arbitration,  mediation, bankruptcy,  insolvency  or
other  proceeding ("Proceeding") relating to the  enforcement  or
interpretation   of   this  Agreement  may   recover   from   the
unsuccessful   party(ies)  all  costs,   expenses,   and   actual
attorney's  fees (including expert witness and other consultants'
fees  and costs) relating to or arising out of (a) the Proceeding
(whether or not the Proceeding proceeds to judgment), and (b) any
post-judgment   or   post-award  proceeding  including,   without
limitation,  one  to  enforce or collect any  judgment  or  award
resulting  from  the Proceeding.  All such judgments  and  awards
shall  contain a specific provision for the recovery of all  such
subsequently  incurred  costs, expenses,  and  actual  attorney's
fees.

18.   Modification.   This Agreement may be modified  only  by  a
contract  in  writing  executed by the party  to  this  Agreement
against whom enforcement of the modification is sought.

19.   Headings.   The paragraph headings in this Agreement:   (a)
are  included  only  for convenience, (b) do not  in  any  manner
modify or limit any of the provisions of this Agreement, and  (c)
may not be used in the interpretation of this Agreement.

20.   Prior  Understandings.  This Agreement  and  all  documents
specifically  referred to and executed in  connection  with  this
Agreement:   (a)  contain the entire and final agreement  of  the
parties  to this Agreement with respect to the subject matter  of
this Agreement, and (b) supersede all negotiations, stipulations,
understandings,  agreements, representations and  warranties,  if
any,  with  respect  to  such subject matter,  which  precede  or
accompany the execution of this Agreement.

21.   Interpretation.  Whenever the context so requires  in  this
Agreement, all words used in the singular may include the  plural
(and vice versa) and the word "person" includes a natural person,
a  corporation, a firm, a partnership, a joint venture, a  trust,
an  estate  or  any  other  entity.   The  terms  "includes"  and
"including"  do not imply any limitation.  For purposes  of  this
Agreement,  the term "day" means any calendar day  and  the  term
"business  day"  means any calendar day other  than  a  Saturday,
Sunday  or any other day designated as a holiday under California
Government  Code  Sections  6700-6701.   Any  act  permitted   or
required  to be performed under this Agreement upon a  particular
day  which  is not a business day may be performed  on  the  next
business  day  with the same effect as if it had  been  performed
upon  the  day  appointed.   No remedy  or  election  under  this
Agreement  is  exclusive, but rather, to the extent permitted  by
applicable law, each such remedy and election is cumulative  with
all other remedies at law or in equity.

22.   Partial  Invalidity.  Each provision of this  Agreement  is
valid and enforceable to the fullest extent permitted by law.  If
any  provision  of  this Agreement (or the  application  of  such
provision to any person or circumstance) is or becomes invalid or
unenforceable,   the  remainder  of  this  Agreement,   and   the
application  of such provision to persons or circumstances  other
than  those as to which it is held invalid or unenforceable,  are
not  affected by such invalidity or unenforceability unless  such
provision  or  the application of such provision is essential  to
this Agreement.

23.    Successors-in-Interest  and  Assigns.    Pledgor  may  not
voluntarily or by operation of law assign, hypothecate,  delegate
or  otherwise transfer or encumber all or any part of its rights,
duties  or  other interests in this Agreement without  the  prior
written  consent  of Pledgee, which consent may  be  withheld  in
Pledgee's  sole  and absolute discretion.  Any such  transfer  in
violation  of  this paragraph is void.  Subject to the  foregoing
and  any other restrictions on transferability contained in  this
Agreement,  this  Agreement is binding upon  and  inures  to  the
benefit  of the successors-in-interest and assigns of each  party
to this Agreement.

24.   Notices.  Each notice and other communication  required  or
permitted to be given under this Agreement ("Notice") must be  in
writing.   Notice is duly given to another party upon:  (a)  hand
delivery to the other party, (b) receipt by the other party  when
sent  by  facsimile to the address and number for such party  set
forth  below (provided, however, that the Notice is not effective
unless a duplicate copy of the facsimile Notice is promptly given
by  one of the other methods permitted under this paragraph), (c)
three business days after the Notice has been deposited with  the
United  States  postal  service as first  class  certified  mail,
return  receipt requested, postage prepaid, and addressed to  the
party as set forth below, or (d) the next business day after  the
Notice  has  been  deposited with a reputable overnight  delivery
service,  postage prepaid, addressed to the party  as  set  forth
below  with next-business-day delivery guaranteed, provided  that
the  sending party receives a confirmation of delivery  from  the
delivery-service-provider.

To Pledgee: BOATRACS, INC.
	6440 Lusk Blvd., Suite D-201
	San Diego, California 92121-2758

With Copy to:   Solomon Ward Seidenwurm & Smith
	401 B Street, Suite 1200
	San Diego, CA  92101
	Attn:  Norman L. Smith, Esq.

To Pledgor: OCEANTRAC SYSTEMS LIMITED
	Dayton Mall
	Highway 3
	Hebron Yarmouth
	N.S. Canada B5A 4B3

Each  party shall make a reasonable, good faith effort to  ensure
that  it  will accept or receive Notices to it that are given  in
accordance  with this paragraph.  A party may change its  address
for  purposes  of  this paragraph by giving the other  party(ies)
written notice of a new address in the manner set forth above.

25.   Waiver.   Any waiver of a default or provision  under  this
Agreement  must  be  in  writing.  No such waiver  constitutes  a
waiver  of any other default or provision concerning the same  or
any other provision of this Agreement.  No delay or omission by a
party   in  the  exercise  of  any  of  its  rights  or  remedies
constitutes  a  waiver of (or otherwise impairs)  such  right  or
remedy.   A  consent to or approval of an act does not  waive  or
render  unnecessary the consent to or approval of  any  other  or
subsequent act.

26.   Drafting Ambiguities.  Each party to this Agreement and its
legal counsel have reviewed and revised this Agreement.  The rule
of  construction that ambiguities are to be resolved against  the
drafting  party or in favor of the party receiving  a  particular
benefit   under  an  agreement  may  not  be  employed   in   the
interpretation  of  this  Agreement  or  any  amendment  to  this
Agreement.

27.   Third  Party Beneficiaries.  Nothing in this  Agreement  is
intended to confer any rights or remedies on any person or entity
other  than  the  parties to this Agreement and their  respective
successors-in-interest  and  permitted  assignees,  unless   such
rights  are expressly granted in this Agreement to another person
specifically identified as a "Third Party Beneficiary."

28.   Arbitration.  Any dispute, controversy or claim arising out
of  or  related  to  this Agreement shall be finally  settled  by
arbitration  in  accordance with the Rules  of  Conciliation  and
Arbitration of the International Chamber of Commerce.

     28.1.  In the event of any conflict between these Rules  and
this  paragraph, the provisions of this paragraph  shall  govern.
The  arbitration shall take place in San Diego, California.  Each
of  the  parties  shall appoint one arbitrator  and  the  two  so
nominated  shall  in  turn  choose a third  arbitrator.   If  the
arbitrators chosen by the parties cannot agree on the  choice  of
the  third  arbitrator within a period of thirty (30) days  after
their nomination, then the third arbitrator shall be appointed by
the  Court  of  Arbitration  of  the  International  Chamber   of
Commerce.

     28.2.   The  arbitration shall be conducted in  the  English
language.   Relevant  documents  in  other  languages  shall   be
translated  into  English  if  the  arbitrators  so  direct.   In
arriving at their award, the arbitrators shall make every  effort
to  find  a  solution  to the dispute in the  provisions  of  the
Agreement  and  shall  give full effect  to  all  parts  thereof.
However, if a solution cannot be found in the provisions  of  the
Agreement, the arbitrators shall apply the local, domestic law of
the  State of California, U.S.A., including its provision of  the
Uniform Commercial Code.

     28.3  The parties agree that after either has filed a Notice
of  Demand  for arbitration of any dispute subject to arbitration
under  this  Agreement, they shall, upon request, make  discovery
and  disclosure of all materials relevant to the subject  of  the
dispute.   The arbitrators shall make the final determination  as
to  any  discovery disputes between the parties.  Examination  of
witnesses  by  the  parties  and  by  the  arbitrators  shall  be
permitted.  A written transcript of the hearing shall be made and
furnished to the parties.  The cost of this transcript  shall  be
borne equally by the parties.

     28.4.   The  arbitrators shall state the reasons upon  which
the  award is based.  The award of the arbitrators shall be final
and  binding  upon the parties.  Judgment upon the award  may  be
entered in any court having jurisdiction.  An application may  be
made to any such court for a judicial acceptance of the award and
an order for enforcement.

29.   Survival.   The covenants, conditions, representations  and
warranties of this Agreement shall survive the execution of  this
Agreement.


	    BOATRACS, INC., a California corporation


	    By:____________________________________
		____________________, _____________

	    OCEANTRAC SYSTEMS LIMITED, a Nova Scotia corporation


	    By:____________________________________
		____________________, _____________


	    I ACCEPT THE OBLIGATIONS IMPOSED UPON
	    ME UNDER THIS PLEDGE AGREEMENT:



	    _________________________________________
	    Norman L. Smith, Esq., Pledgeholder
<PAGE>
			   EXHIBIT E


		    SECURED PROMISSORY NOTE



Original  Principal  Amount  $20,000.00  U.S.               Date:
December 20, 1995



     FOR  VALUE  RECEIVED,  OCEANTRAC SYSTEMS  LIMITED.,  a  Nova
Scotia corporation, ("Maker") promises to pay to BOATRACS,  INC.,
a  California  corporation, or order ("Holder"),  at  San  Diego,
California (or such other address designated by Holder from  time
to  time),  the  sum of Twenty Thousand U.S. Dollars  ($20,000.00
U.S.),  plus any additional advances or loans made by  Holder  to
Maker,  in  Holder's sole and absolute discretion, plus  interest
thereon, from the date hereof until all amounts due hereunder are
paid in full, at the rate of nine percent (9%) per annum, payable
as more fully set forth below.
     
     1.   Due  on  Demand.   All  unpaid  principal  and  accrued
interest  under  this Note shall be immediately due  and  payable
seven days after written demand from Holder to Maker.

     2.   Manner  of Payments.  All payments by Maker under  this
Note  shall be (i) made in lawful money of the United  States  of
America  without set-off, deduction or counterclaim of  any  kind
whatsoever  (ii) credited first to amounts for late  charges,  if
any, second to amounts for Holder's costs of enforcing this Note,
if  any,  third  to  amounts of interest due  (including  default
interest) hereunder, if any, and finally to the principal balance
under this Note, and (iii) deemed paid by Maker upon their actual
receipt by Holder.

     3.  Prepayment.  Maker has the right to prepay the principal
amount of this Note at any time without penalty.

     4.  Late Charge.  If any amount of interest and/or principal
under this Note is not received by Holder upon the due date then,
without  any requirement for notice to Maker, Maker shall  immedi
ately  pay  to Holder an additional sum of five percent  (5%)  of
such  overdue amount as a late charge.  Such late charge is  fair
and reasonable based upon the facts and circumstances existing as
of  the  date  of this Note.  Acceptance of such late  charge  by
Holder  shall  not  constitute a waiver of Maker's  default  with
respect   to  such  overdue  amount,  nor  prevent  Holder   from
exercising  any  of  the other rights and remedies  available  to
Holder under this Note.
     
     5.   Acceleration.   All unpaid principal  and  accrued  and
unpaid  interest under this Note shall, at Holder's election,  be
immediately due and payable upon the occurrence of any failure by
Maker  to timely satisfy all of its obligations under this  Note,
any  other  Note  or Agreement made by Maker (including,  without
limitation,  under  the Agreement entered  into  among  OCEANTRAC
SYSTEMS  LIMITED  and  Holder,  evenly  dated  herewith  and  all
Exhibits thereto.

     6.  Security.  This Note is secured by a Pledge evenly dated
with  this  Note  from  Maker to Holder and naming  Solomon  Ward
Seidenwurm & Smith as Pledge Holder.

     7.   Commercial Purposes.  Maker acknowledges that the  loan
evidenced  by  this Note is obtained for business  or  commercial
purposes  and  that the proceeds of such loan will  not  be  used
primarily   for  personal,  family,  household  or   agricultural
purposes.

     8.    Interest  Limitation.   It  is  not  intended  by  any
provision of this Note to charge interest at a rate in excess  of
the  maximum  rate of interest permitted to be charged  to  Maker
under  applicable law on a cumulative basis over the life of  the
loan  evidenced  by this Note (the "Loan").   If  by  mistake  or
error, interest in excess of such maximum rate shall be paid  for
any  period during the term of the Loan, the excess amount shall,
if  permitted  by  applicable  law,  be  retained  by  Holder  as
additional  cash  collateral for the  Loan  to  be  held  without
interest or trust and commingled with other assets of Holder  or,
if  not  permitted to be so held by Holder, shall be refunded  to
Maker.  If for any period during the term of the Loan, Holder  is
unable, because of a limitation on the rate of interest permitted
to  be  charged to Maker under applicable law, to collect all  of
the interest and premium provided for in this Note, such interest
or   premium   ("interest  shortage")  shall,  if  permitted   by
applicable law, be added to the interest earned or to  be  earned
for  prior or subsequent periods during the term of the  Loan  so
that,  to  the extent permitted by applicable law on a cumulative
basis  over the life of the Loan, Holder may collect all  of  the
interest  and premium provided for in this Note, the same  to  be
accomplished  in the following manner, or otherwise as  permitted
by  applicable  law:  (i) if Holder were permitted by  applicable
law  to  charge interest to Maker in such prior periods in excess
of  the  amount  of interest and premium actually charged  during
such  prior periods,  then the interest due on the Loan for  such
prior  periods shall automatically be increased by the amount  of
such interest shortage, but not in excess of the maximum interest
permitted  to be charged to Maker during such prior periods,  and
such   increased  interest  for  such  prior  periods  shall   be
immediately due and payable upon demand; and (ii) if Holder shall
have  collected all interest permitted by applicable  law  to  be
charged  to  Maker  in  such  prior periods,  and  if  Holder  is
thereafter  permitted  by applicable law to  charge  interest  to
Maker  in  such  subsequent periods in excess of  the  amount  of
interest  and  premium  actually charged during  such  subsequent
periods, the interest due on the Loan for such subsequent periods
shall  automatically be increased by the amount of such  interest
shortage, but not in excess of the maximum interest permitted  to
be  charged  to  Maker during such subsequent  period,  and  such
increased interest for such subsequent periods shall be  due  and
payable at the end of each such subsequent period upon demand.

     9.     Note  Waivers.   Maker  waives  presentment,  notice,
demand, protest, notice of demand and dishonor.

     10.   Governing  Law.  This Note shall be  governed  by  and
construed in accordance with the laws of the State of California.

     11.   Further  Assurances.  Each party to  this  Note  shall
execute all instruments and documents and take all actions as may
be reasonably required to effectuate this Note.

     12.   Venue  and Jurisdiction.  All actions and  proceedings
arising  in connection with this Note must be tried and litigated
exclusively in the State and Federal courts located in the County
of  San  Diego,  State of California, which courts have  personal
jurisdiction and venue over each of the parties to this Note  for
the purpose of adjudicating all matters arising out of or related
to  this  Note.   Each  party authorizes and accepts  service  of
process  sufficient  for  personal  jurisdiction  in  any  action
against  it  as  contemplated by this paragraph by registered  or
certified mail, return receipt requested, postage prepaid, to its
address for the giving of notices set forth in this Note.

     13.    Time  of  Essence.   Time  and  strict  and  punctual
performance are of the essence with respect to each provision  of
this Note.

     14.    Attorney's  Fees.    In  the  event  any  litigation,
arbitration,  mediation,  or other proceeding  ("Proceeding")  is
initiated  by  any  party  against any other  party  to  enforce,
interpret, collect upon, foreclose, or otherwise obtain  judicial
or  quasi-judicial  relief  in connection  with  this  Note,  the
prevailing party in such Proceeding shall be entitled to  recover
from  the  unsuccessful  party all costs,  expenses,  and  actual
attorney's fees relating to or arising out of (i) such Proceeding
(whether  or not such Proceeding proceeds to judgment), and  (ii)
any  post-judgment  or  post-award proceeding  including  without
limitation  one  to enforce any judgment or award resulting  from
any such Proceeding.  Any such judgment or award shall contain  a
specific  provision  for the recovery of  all  such  subsequently
incurred costs, expenses, and actual attorney's fees.

     15.   Modification.   This Note may be modified  only  by  a
contract  in  writing executed by the party to this Note  against
whom enforcement of such modification is sought.

     16.   Headings.  The headings of the Paragraphs of this Note
have  been included only for convenience, and shall not be deemed
in  any  manner to modify or limit any of the provisions of  this
Note,  or  be  used in any manner in the interpretation  of  this
Note.

     17.   Waiver.  Any waiver of a default under this Note  must
be  in  writing  and shall not be a waiver of any  other  default
concerning  the  same or any other provision of  this  Note.   No
delay  or  omission in the exercise of any right or remedy  shall
impair  such  right or remedy or be construed  as  a  waiver.   A
consent to or approval of any act shall not be deemed to waive or
render  unnecessary  consent  to or  approval  of  any  other  or
subsequent act.

     18.  Drafting Ambiguities.  Maker and his legal counsel have
reviewed  and had an opportunity to negotiate the terms  of  this
Note.   The rule of construction that any ambiguities are  to  be
resolved against the drafting party shall not be employed in  the
interpretation of this Note.



     19.   Notices.  All notices of other communications required
or  permitted  to be given to a party to this Note  shall  be  in
writing  and  shall  be personally delivered, sent  by  certified
mail,  postage  paid, return receipt requested,  or  sent  by  an
overnight   express   courier  service  that   provides   written
confirmation  of  delivery,  to  such  party  at  the   following
respective address:

Holder:   BOATRACS, Inc.
	  6440 Lusk Blvd., Suite D-201
	  San Diego, California 92121

	  OCEANTRAC Systems Limited
	  Dayton Mall
	  Highway 3
	  Hebron Yarmouth, N.S. Canada B5A 4B3

Each  such  notice or other communication shall be deemed  given,
delivered and received upon its actual receipt, except that if it
is  sent by mail in accordance with this paragraph, then it shall
be  given, delivered and received three days after the date  such
notice or other communication is deposited with the United States
Postal  Service in accordance with this Paragraph.  Any party  to
this Note may give notice of a change of its address to the other
party(ies) to this Note.


			 OCEANTRAC  SYSTEMS LIMITED,  a  Canadian
			 corporation, Maker

			 By: ______________________________
			 Its: ______________________________

			 By: ______________________________
			 Its: ______________________________

			 OCEANTRAC   INCORPORATED,   a   Canadian
			 corporation, Maker

			 By: ______________________________
			 Its: ______________________________

			 By: ______________________________
			 Its: ______________________________