EXHIBIT 10.11  

                        PLEDGE AGREEMENT



	This PLEDGE AGREEMENT ("Agreement") is entered into effective as of October 
15, 1997 ("Effective Date") by and between Jon Gilbert ("Pledgor") and Boatracs,
 Inc., a 
California corporation ("Pledgee"), with reference to the following facts.

	A.	The Pledgor and the Pledgee have entered into a Restricted Stock
         Purchase
Agreement of even date herewith (the "Stock Purchase Agreement") whereby the 
Pledgee has 
agreed to issue and sell certain shares of its Common Stock (the "Stock") to the
 Pledgor.

	B.	In partial payment of the purchase price of the Stock, the
         Pledgor is
 delivering 
to the Pledgee the Pledgor's Promissory Note of even date herewith (the "Note").

	C.	The Pledgor wishes to grant further security and assurance to
         the Pledgee
 in 
order to secure the payment of the principal and interest on the Note and to
 that effect to 
pledge to the Pledgee the Stock to be acquired by him pursuant the Stock
 Purchase Agreement 
as described herein.

		NOW, THEREFORE, in consideration of the foregoing and for other
                 good and
valuable consideration, the receipt and adequacy are hereby acknowledged, the
 parties hereto 
agree as follows:

	1.	Creation of Security Interest.  As security for the payment of
         the principal
 of 
and interest on the Note, and further in order to secure the Pledgor's 
obligations under the 
Stock Purchase Agreement, the Note and this Pledge Agreement, the Pledgor hereby
 grants to 
the Pledgee a security interest in all of the Pledgor's right, title and
 interest in and to the 
Collateral (as defined in Section 2) and hereby delivers, pledges and assigns
 the Collateral to 
the Pledgee.

	2.	Collateral.  The Collateral under this Pledge Agreement is:

		(a)	The Unvested Shares, as such term is defined in the
                Stock Purchase
Agreement, as of the Effective Date;

		(b)	All securities, certificates and instruments
                representing or evidencing
ownership of the Collateral hereunder, and all proceeds and products of any
 Collateral 
hereunder, including, without limitation, stock, cash, property or other
 dividends, securities, 
rights and other property now or hereafter at any time or from time to time
 received, 
receivable or otherwise distributed or distributable in respect of or in
 exchange for any or all 
of such Collateral; provided, however, that any cash distribution shall be 
applied in accordance 
with Section 5; and

		(c)	Any substituted or additional Collateral required to
                 be supplied under
 the 
terms of this Pledge Agreement.

	3.	Release of Collateral.  The Pledgee hereby agrees that any
        shares of Stock
pledged as Collateral which become Vested Shares under and pursuant to the
 provisions of the 
Stock Purchase Agreement shall be automatically released from the security
 interest created in 
this Agreement unless as of the date of such release an Event of Default (as
 defined in the 
Note) shall have occurred and is continuing. The Pledgee also agrees to
promptly
 deliver to the 
Pledgor a certificate or certificates representing the Stock so released,
 which
 certificate or 
certificates shall bear only the legend described in Section 2(e)(iii) of the
 Stock Purchase 
Agreement.

	4.	Covenants of Pledgor.  The Pledgor covenants that:

			(a)	The Pledgor will deliver to the Pledgee each
                         item of Collateral
hereunder immediately upon the Pledgor's acquisition thereof, and will defend
 the 
Collateral against all claims and demands of all persons claiming the same or
 any 
interest therein;

			(b)	The Pledgor will, promptly upon request by the
                         Pledgee, procure
or execute and deliver any documents, deliver to the Pledgee any instruments,
 give any 
notices, execute any proxies, execute and file any financing statements or
 other 
documents, all in form satisfactory to the Pledgee, and take any other actions
 which are 
necessary or, in the judgment of the Pledgee, desirable to perfect or continue
 the 
perfection and first priority of the Pledgee's security interest in the
 Collateral, to 
protect the Collateral against the rights, claims or interests of third persons
 or to effect 
the purposes of this Pledge Agreement, and will pay all costs incurred in
 connection 
therewith.

			(c)	The Pledgor will not, without the prior
                         written consent of the
Pledgee, in any way hypothecate or create or permit to exist any lien, security
 interest 
or encumbrance on or other interest in the Collateral except that created by
 this Pledge 
Agreement, nor will the Pledgor sell, transfer, assign, exchange or otherwise
 dispose 
of the Collateral or any interest therein.  If any Collateral, or any interest
 therein, is 
sold, transferred, assigned, exchanged or otherwise disposed of in violation of
 these 
provisions, the security interest of the Pledgee shall continue in such 
Collateral or part 
thereof notwithstanding such sale, transfer, assignment, exchange or other
 disposition, 
and the Pledgor will hold the proceeds thereof in a separate account for the 
Pledgee's 
benefit.  The Pledgor will, at the Pledgee's request, transfer such proceeds to
the 
Pledgee in kind.

			(d)	The Pledgor will pay and discharge all taxes,
                         assessments and
governmental charges or levies against the Collateral prior to the delinquency
 thereof 
and will keep the Collateral free of all unpaid charges whatsoever.


			(e)	If, while this Pledge Agreement is in effect,
                         any stock dividend,
stock split, reclassification, readjustment, reorganization, merger, 
consolidation or 
other change in the capital structure, including the creation of any 
subscription or other 
rights or other Collateral, is made or declared, or proposed to be made or
 declared, by 
the Pledgee or any issuer of the Collateral, all substituted and additional
 securities 
issued with respect to the Collateral and received by Pledgor shall be endorsed
 in blank 
by the Pledgor promptly upon receipt thereof or otherwise appropriately
 transferred to 
the Pledgee in negotiable form, and all certificates and instruments evidencing
 such 
securities shall be delivered to the Pledgee to be held under the terms of this
 Pledge 
Agreement in the same manner as and as a part of the Collateral.

	5.	Cash Distributions.  So long as no Event of Default (as defined
         in the
 Note), 
and no condition or event which with notice or lapse of time, or both, would
 constitute an 
Event of Default, shall have occurred or exist under this Pledge Agreement, the 
Pledgor shall 
be entitled to receive all cash dividends and distributions with respect to the 
Collateral.  Upon 
the occurrence of an Event of Default or any condition or event which with 
notice or lapse of 
time, or both, would constitute an Event of Default, the Pledgee shall
 thereafter apply all cash 
dividends and distributions against the indebtedness secured hereunder.

	6.	Defaults.  The occurrence of any one or more of the following
         events or
conditions effecting the Pledgor shall constitute a default under this Pledge
 Agreement:

		(a)	The Pledgor fails to pay any indebtedness, perform any
                 obligation
required to be performed by him, or discharge any liability to the Pledgee in 
accordance with the terms upon which such indebtedness, obligation or liability
 was 
incurred or created.

		(b)	Any lien (other than for property taxes which are not
                 delinquent) or
encumbrance other than that created by this Pledge Agreement is placed on or any
 levy 
is made on the Collateral or the Collateral or any portion thereof is seized or
 attached 
pursuant to legal process, unless such lien, encumbrance, levy, seizure or
 attachment is 
removed or released within thirty (30) days from the time such lien or
 encumbrance 
was placed thereon or such levy, seizure or attachment was effected.

	7.	Remedies.  Upon the occurrence of a default hereunder, the
        Pledgee may, at
 its 
option, without notice to or demand upon the Pledgor, do any one or more of the 
following:

		(a)	Declare all advances made by the Pledgee to the Pledgor
                 hereunder and
all other indebtedness of the Pledgor to the Pledgee to be immediately due and
 payable, 
whereupon all unpaid principal and interest on said advances and all other 
indebtedness 
shall become and be immediately due and payable.

		(b)	Take possession of all items of Collateral hereunder
                 not then in its
possession.

		(c)	Exercise any or all of the rights and remedies provided
                 for by the
applicable Uniform Commercial Code.

Neither failure nor delay on the part of the Pledgee to exercise any right, 
remedy, power or 
privilege provided for herein or by statute or at law or in equity shall 
operate as a waiver 
thereof, nor shall any single or partial exercise of any such right, remedy, 
power or privilege 
preclude any other or further exercise thereof or the exercise of any other
 right, remedy, 
power or privilege.

	8.	Pledgor's Obligations Not Affected.  The obligations of the
         Pledgor under
 this 
Pledge Agreement shall remain in full force and effect without regard to, and
 shall not be 
impaired or affected by:

		(a)	Any subordination, amendment or modification of or
                 addition or
supplement to the Stock Purchase Agreement or the Note, or any assignment or
 transfer 
of either thereof;

		(b)	Any exercise or non-exercise by the Pledgee of any
                right, remedy,
power or privilege under or in respect of this Agreement, the Stock Purchase 
Agreement or the Note, or any waiver of any such right, remedy, power or
 privilege;

		(c)	Any waiver, consent, extension, indulgence or other
                action or inaction in
respect of this Agreement, the Stock Purchase Agreement or the Note; or

		(d)	Any bankruptcy, insolvency, reorganization, arrangement,
                 readjustment,
composition, liquidation or the like of the Pledgee or its successor whether or
 not the 
Pledgor shall have notice or knowledge of any of the foregoing.

	9.	Transfer by Pledgor.  The Pledgor shall not sell, assign,
         transfer or
 otherwise 
dispose of, grant any option with respect to, or mortgage, pledge or otherwise
 encumber the 
Collateral or any interest therein except as provided in the Stock Purchase
 Agreement.  If the 
Pledgor shall transfer any shares of the Stock in accordance with the Stock
 Purchase 
Agreement, the Collateral shall remain subject to the terms of this Agreement.

	10.	Attorney-In-Fact.  The Pledgee or its successors is hereby
         appointed the
attorney-in-fact of the Pledgor for the purpose of carrying out the provisions
 of this Pledge 
Agreement, collecting any Collateral, conveying any item of Collateral to any
 purchaser 
thereof and taking any action and executing any instrument which the Pledgee
 reasonably may 
deem necessary or advisable to accomplish the purposes hereof, including without
 limitation 
the execution of any applications or other instruments necessary for the 
disposition of the 
Collateral.  The appointment of the Pledgee as the Pledgor's attorney-in-fact is
 irrevocable as 
one coupled with an interest.


	11.	Termination.  Upon payment in full of the principal of and
        interest on the
 Note, 
this Agreement shall terminate and the Pledgor shall be entitled to the return
 of such of the 
Collateral as has not theretofore been released or otherwise applied pursuant to
 the provisions 
of this Agreement.

	12.	Notices.  All notices or other communications required or
         permitted to be
 given 
hereunder shall be made or delivered as provided in the Stock Purchase
 Agreement.

	13.	Waiver.  No provision of this Agreement may be modified, waived
         or
discharged unless such modification, waiver or discharge is agreed to in 
writing by the party 
against whom enforcement is sought.  No waiver by either party hereto at any
 time of any 
breach by the other party hereto of, or compliance with, any condition or
 provision of this 
Agreement to be performed by such other party shall be deemed a waiver of
 similar or 
dissimilar provisions or conditions at the same or at any prior or subsequent
 time.  No 
agreement or representations, oral or otherwise, express or implied, with
 respect to the subject 
matter hereof have been made by either party which are not expressly set forth
 in this 
Agreement.

	14.	Severability.  Whenever possible, each provision of this
        Agreement shall
 be 
interpreted in such manner as to be valid and effective under applicable law,
 but if any 
provision of this Agreement is found to be prohibited or invalid under
 applicable law, such 
provision shall be ineffective to the extent of such prohibition or invalidity 
without invalidating 
the remainder of such provision or the remaining provisions of this Agreement.

	15.	Entire Agreement.  This Agreement, the Promissory Note and the
         Stock
Purchase Agreement constitute the entire agreement between the parties hereto
 and supersedes 
all prior agreement, understandings and arrangements, oral or written between
 the parties 
hereto with respect to the subject matter hereof.

	16.	Governing Law.  This Agreement shall be governed by and
        interpreted in
accordance with the internal laws, excluding conflicts and choice of laws, of
 the State of 
California.

	17.	Attorneys' Fees.  If any party to this Agreement brings an
         action to
 enforce its 
rights under this Agreement, the prevailing party shall be entitled to
 recover its costs and 
expenses, including without limitation reasonable attorneys' fees, incurred in
 connection with 
such action, including any appeal of such action.

	18.	Counterparts.  This Agreement may be executed in several
         counterparts,
 each of 
which shall be deemed to be an original but all of which together will
 constitute one and the 
same instrument.


	19.	Captions and Section Headings.  Captions and section headings
         used herein
 are 
for convenience only, are not a part hereof and shall not be used in construing
 this Agreement.

	[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

		IN WITNESS WHEREOF, the parties hereto have caused this Pledge 
Agreement to be executed and delivered as of the date set forth above.


	Pledgor:			BOATRACS, INC.
					a California corporation


                                        By:  /S/ MICHAEL SILVERMAN
                                        Name:  Michael Silverman
                                        Title: Chairman



        Pledgee:                        /S/ JON GILBERT
                                            Jon Gilbert