EXHIBIT 10.46

                            PLACEMENT AGENT AGREEMENT

     THIS PLACEMENT AGENT AGREEMENT ("AGREEMENT"), is made as of the 18th day of
August,  1999,  by  and  between  THE  TRACKER  CORPORATION  OF AMERICA, INC., a
Delaware  corporation  (the  "COMPANY"),  and SOVEREIGN CAPITAL ADVISORS, LLC, a
Nevada  limited  liability  company  (the  "AGENT").

                                   BACKGROUND

     The  Company  proposes to issue and sell Series 1 Secured Bridge Notes (the
"SECURITIES")  resulting  in  gross  proceeds to the Company of up to $3,000,000
(the  "OFFERING")  in  a transaction not involving a public offering and without
registration  under the Securities Act of 1933, as amended (the "ACT"), pursuant
to  exemptions  from the registration requirements of the Act under Section 4(2)
of  the  Act and Regulation D promulgated under the Act ("REGULATION D").  Agent
has  offered to assist the Company to structure the Offering and the Securities,
and  introduce  the  Company to prospective investors on a "best efforts basis."
The  Company desires to secure the services of Agent on the terms and conditions
hereinafter  set  forth.

                                    AGREEMENT

     For and in consideration of the mutual covenants herein, and other good and
valuable  consideration,  the  receipt  and legal sufficiency of which is hereby
acknowledged,  the  parties  hereto  agree:

                       SECTION 1.     ENGAGEMENT OF AGENT.

     SECTION 1.1 APPOINTMENT. The Company hereby appoints Agent as its exclusive
agent in  connection  with the  proposed  issuance  and sale by the  Company  of
securities  resulting  in gross  proceeds  to the  Company of up to  $3,000,000.
Agent, on the basis of the representations and warranties herein contained,  and
upon and  subject to the terms and  conditions  herein set forth,  accepts  such
appointment.  This  appointment  shall be irrevocable for the period  commencing
July 19, 1999 and ending  February 18, 2000,  which period maybe extended by the
consent of the Company and Agent (the "OFFERING PERIOD").

     SECTION 1.2 COMPENSATION. The Company shall pay Agent a finder's fee of ten
percent (10%) of the gross proceeds  derived from the offer,  sale, and issuance
of the  Securities or any other  securities  issued by the Company issued by the
Company during the Offering Period (the "GROSS PROCEEDS") PLUS a non-accountable
expense allowance of three percent (3%) of the Gross Proceeds.

     SECTION  1.3  REIMBURSEMENT  OF  EXPENSES.  The  Company  agrees to pay the
out-of-pocket  expenses of Agent  including  the fees and expenses of counsel to
Agent for the  preparation  of the  Transaction  Agreements in  accordance  with
Section 7.7 of the Purchase Agreement,  and fees and expenses of Escrow Agent in
accordance with Section 13 of the Escrow Agreement.  The Company agrees that the
amount of such fees and  expenses  shall be  deducted  by Escrow  Agent from the
proceeds of the issuance and sale of the Securities.

     SECTION  1.4 LIMITED  ROLE OF AGENT.  Agent has acted only as an advisor to
the Company,  Agent has advised the Company on the structure of the Offering and
Securities,  and has identified potential investors. The Company has offered the
Securities to the investors  and has  negotiated  directly with the investors in
the Offering. Agent will use


<PAGE>
                                                                   Exhibit 10.46

best  efforts to introduce the Company only to "accredited investors" as defined
in  Regulation  D.  Wherever  possible  Agent  will  introduce  the  Company  to
prospective  investors  who  are not "U.S. Persons," as defined in Regulation S.

     SECTION 1.5 RIGHT OF FIRST REFUSAL. The Company hereby grants Agent a right
of first refusal to act as placement agent for any future private  financings of
the Company,  whether of equity  securities,  convertible  debt  securities,  or
securities or instruments  convertible  into or exchangeable  for debt or equity
securities of the Company, mergers,  acquisitions, or similar transactions.  The
duration of Agent's right of first refusal under this Section 1.5 shall be for a
period of one (1) year following the final Closing of the Offering. In the event
that the Company  wishes to  undertake a  transaction  described in this Section
1.5, the Company shall send Agent a written  notice of the proposed  transaction
(whether  the  transaction  is  initiated  by the  Company  or is offered to the
Company by a third party) in sufficient specificity to allow Agent to understand
the  proposed  transaction  clearly.  This notice must be  delivered to Agent at
least twenty days prior to the proposed closing of the transaction.  Agent shall
have ten days from receipt of that notice to determine  whether or not it wishes
to exercise its right of first refusal with respect to that  transaction.  Agent
shall  notify the  Company in writing of its  decision  to exercise or waive its
right of first refusal with respect to the transaction  described in the notice.
If Agent  waives  its  right of  first  refusal  with  respect  to a  particular
transaction,  the Company may proceed with that  transaction,  PROVIDED HOWEVER,
that if the terms of the  transaction  are changed in any  material way from the
terms set forth in the notice to Agent,  Agent's  right of first  refusal  shall
commence  again.  Agent's  waiver of its rights of first refusal with respect to
any specific transaction shall not act as a waiver of its rights with respect to
future transactions within the applicable time period.

     SECTION  1.6   CONFIDENTIALITY.   The  Company   agrees  to  maintain   the
confidentiality of all prospective investors identified to the Company by Agent,
except as required  by  applicable  law.  For a period of two (2) years from the
Closing,  the Company will not solicit or enter into any  financing  transaction
with such investors without the written consent of Agent AND payment to Agent of
compensation  no less than the  compensation  to be paid to Agent  hereunder for
raising a like amount.

     SECTION 1.7 REMEDIES. In the event that Company breaches Section 1.5 hereof
or Section 1.6  hereof,  Agent  shall be  entitled  to receive  compensation  in
respect of the  financing  giving  rise to the breach of this  Agreement  at the
rates set forth in Section 1.2 hereof. SECTION 2. CONDUCT OF THE OFFERING.

     SECTION  2.1  OFFERING  DOCUMENTS.  The  Company  shall  utilize a Series 1
Secured Bridge Note Purchase  Agreement (the "PURCHASE  AGREEMENT"),  a Series 1
Secured  Bridge  Note in the form of EXHIBIT A to the  Purchase  Agreement  (the
"BRIDGE NOTES"),  a Repricing  Warrant to be issued with each Bridge Note in the
form of EXHIBIT B to the Purchase  Agreement  (the  "WARRANTS"),  a Registration
Rights  Agreement  in the  form  of  EXHIBIT  C to the  Purchase  Agreement  the
("REGISTRATION RIGHTS AGREEMENT"),  an Escrow Agreement in the form of EXHIBIT D
to the Purchase Agreement (the "ESCROW AGREEMENT"), a form of opinion of Company
counsel  in the  form of  EXHIBIT  E to the  Purchase  Agreement  (the  "COMPANY
OPINION"),  a Form of  Irrevocable  Transfer Agent  Instructions  in the form of
EXHIBIT _ to the Purchase  Agreement  (the  "TRANSFER  AGENT  INSTRUCTIONS"),  a
certificate  of the Company's  Secretary  (the  "SECRETARY  CERTIFICATE")  and a
certificate of the Company's chief executive officer ("COMPLIANCE  CERTIFICATE")
(collectively,  the Purchase  Agreement and all Exhibits thereto,  the Secretary
Certificate  and the Compliance  Certificate are herein after referred to as the
"TRANSACTION  AGREEMENTS") in connection with the Offering.  The Company and its
counsel have reviewed, commented upon, and approved the Transaction Agreements.


<PAGE>
                                                                   Exhibit 10.46

     SECTION 2.2 PUBLIC  INFORMATION.  The Company within a reasonable amount of
time prior to any Closing,  shall provide each prospective  investor with a copy
of all information  required by Rule  502(b)(2)(ii)  of Regulation D promulgated
pursuant  to  the  Securities  Act  (collectively,  "SEC  DOCUMENTS").  The  SEC
Documents have been prepared in conformity with the  requirements (to the extent
applicable)  of the  Securities and Exchange Act of 1934, as amended (the "ACT")
and the  rules and  regulations  ("RULES  AND  REGULATIONS")  of the  Commission
promulgated thereunder. As used in this Agreement, the term "OFFERING DOCUMENTS"
means  collectively  the SEC Documents and the Transaction  Agreements,  and all
amendments, exhibits, and supplements thereto, together with any other documents
which are  provided to Agent by, or approved for Agent's use by, the Company for
this Offering.

     SECTION 2.3 ACCURACY OF OFFERING DOCUMENTS.  The Offering Documents, at the
time of delivery to  Purchasers,  conformed  in all material  respects  with the
requirements,  to the extent applicable, of the Act and the applicable Rules and
Regulations,  and did not include any untrue  statement of a material  fact,  or
omit to state any material fact required to be stated therein, or necessary,  to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  At each Closing,  the Offering Documents will contain all
statements  which are required to be stated  therein in accordance  with the Act
and the Rules and Regulations for the purposes of the proposed Offering, and all
statements of material fact  contained in the Offering  memorandum  will be true
and correct, and the Offering Documents will not include any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;  PROVIDED,  HOWEVER, that the Company does
not make any representations or warranties as to the information contained in or
omitted  from the  Offering  Documents  in  reliance  upon  written  information
furnished  on  behalf  of  Agent  specifically  for use  therein.  Agent  has no
responsibility  for  the  contents,   accuracy,  or  adequacy  of  the  Offering
Documents,   or  for  the  compliance  of  the  Offering  Documents,   with  the
requirements of Rule  502(b)(2)(ii) of Regulation D promulgated  pursuant to the
Securities Act.

     SECTION  2.4 DUTY TO AMEND.  If, at any time during the  Offering,  or such
longer period as the Offering  Documents are required to be delivered  under the
Act, any event occurs or any event known to the Company relating to or affecting
the Company  shall  occur as a result of which the  Offering  Documents  as then
amended or supplemented would include an untrue statement of a material fact, or
omit to state any material fact  necessary to make the  statements  therein,  in
light of the circumstances under which they were made, not misleading,  or if it
is  necessary  at any time  after  the date  hereof to amend or  supplement  the
Offering  Documents  to  comply  with  the  Act  or  the  applicable  Rules  and
Regulations,  the Company shall forthwith notify Agent thereof and shall prepare
such  further  amendment  or  supplement  to the  Offering  Documents  as may be
required and shall  furnish and deliver to Agent and to others,  whose names and
addresses are designated by Agent, all at the cost of the Company,  a reasonable
number  of  copies  of  the  amendment  or  supplement  or  of  the  amended  or
supplemented  Offering Documents which, as so amended or supplemented,  will not
contain an untrue  statement  of a material  fact or omit to state any  material
fact  necessary in order to make the Offering  Documents  not  misleading in the
light of the  circumstances  when it is delivered to a purchaser or  prospective
purchaser,  and which will comply in all respects with the  requirements (to the
extent applicable) of the Act and the applicable Rules and Regulations.

     SECTION 2.5 ESCROW OF FUNDS. Pursuant to the Escrow Agreement,  executed by
the  Company,  the person  named as escrow  agent in the Escrow  Agreement  (the
"ESCROW AGENT"), and the prospective investors who have executed signature pages
to the Purchase  Agreement,  the Registration  Rights Agreement,  and the Escrow
Agreement  (the  "PURCHASERS"),  the  purchase  price for the  Securities  to be
purchased as reflected on the Purchaser Signature Page to the Purchase Agreement
shall be wired to the Escrow Agent to be held by the Escrow Agent as provided in
the Escrow Agreement.


<PAGE>
                                                                   Exhibit 10.46

     SECTION 2.6 APPROVAL OF INVESTORS. Prior to each closing, the Company shall
have the right to approve each Purchaser.  If the Company withholds  approval of
any Purchaser,  the purchase price wired to Escrow Agent by such Purchaser shall
be returned to such Purchaser  along with the Purchaser  Signature Pages of such
Purchaser to the Purchase Agreement,  the Registration Rights Agreement, and the
Escrow  Agreement.  The right to  withhold  approval of any  Purchaser  shall be
deemed to have  been  waived  if the  Company  authorizes  the  Escrow  Agent to
disburse funds provided by any Purchaser at any closing.

     SECTION 2.7 DELIVERY OF SECURITIES.  Securities in such form that,  subject
to applicable transfer restrictions as described in the Purchase Agreement, they
can be negotiated by the holders  thereof (issued in such  denominations  and in
such names as the Purchasers of the Securities may request shall be delivered by
the Company to the counsel for Placement  Agent,  with copies made  available to
Agent for checking at least one (1) full business day prior to the Closing Date,
it being understood that the directions from Agent to the Company shall be given
at least two (2) full business days prior to the Closing  Date.  The  Securities
shall be delivered at the Initial Closing and at each Subsequent Closing.

     SECTION 2.8 INITIAL  CLOSING.  The Initial Closing (the "INITIAL  CLOSING")
shall occur at such time as (a)  Purchasers  have delivered to the Company (care
of Balboni Law Group LLC, counsel for Agent) executed Purchaser  Signature Pages
to each of the Purchase Agreement,  the Registration  Rights Agreement,  and the
Escrow Agreement, (b) the Company has not withheld approval the Purchasers,  and
(c) all other  conditions to the obligation of the Purchasers and the Company to
close  the  transactions  contemplated  by  the  Purchase  Agreement  have  been
satisfied or waived.

     SECTION 2.9  SUBSEQUENT  CLOSINGS.  In the event that the  Initial  Closing
shall  be for an  amount  of  Securities  that is less  than the  amount  of the
Offering,  the Offering may be continued,  and  additional  Closings may be held
(each a "SUBSEQUENT CLOSING") throughout the Offering Period,  PROVIDED THAT (a)
Purchasers have delivered to the Company (care of Balboni Law Group LLC, counsel
for Agent) executed Purchaser Signature Pages to each of the Purchase Agreement,
the Registration Rights Agreement, and the Escrow Agreement, (b) the Company has
not  withheld  approval  the  Purchasers,  and (c) all other  conditions  to the
obligation  of  the  Purchasers  and  the  Company  to  close  the  transactions
contemplated by the Purchase Agreement have been satisfied or waived.

     SECTION 2.10 DISBURSEMENTS AT CLOSING.  At each Closing,  the Company shall
execute a Release Notice that authorizes the Escrow Agent to receive expenses of
the  Offering in the amounts  specified,  and effect a wire  transfer of the net
proceeds of such Closing to the Company or another entity designated  therein by
the Company.  The  authorization of the Company to release the funds held by the
Escrow Agent is the Company's  authorization to release the executed Transaction
Agreements  and  Securities  to the  Purchasers.  One  complete  set of executed
Transaction Documents will be delivered to the Company.

     SECTION  2.11 TIME AND  PLACE OF  CLOSINGS.  The  Initial  Closing  and any
Subsequent  Closing  shall be held at the offices of Balboni Law Group LLC, 3475
Lenox Road,  Suite 990,  Atlanta,  Georgia 30326, at 10:00 a.m. on such dates as
are fixed in  accordance  with this  Agreement and the Purchase  Agreement.  The
Closing Date may be changed by mutual  agreement  of Agent and the Company.  The
Company agrees to rely on faxed signature pages from the Purchasers, without the
requirement of obtaining an originally signed version of any of the Transactions
Agreements to which a Purchaser is a Party.


<PAGE>
                                                                   Exhibit 10.46

                SECTION 3.     CONDITIONS OF AGENT'S OBLIGATIONS.

     Agent's obligations  hereunder shall be subject to the accuracy,  as of the
Closing Date, of the  representations  and warranties on the part of the Company
contained in this Agreement,  to the fulfillment of or compliance by the Company
with all  covenants  and  conditions  hereof,  and to the  following  additional
conditions:

          (a)  There  shall  be no  outstanding  objection  to  any  Transaction
     Agreement by the Company or its counsel or any Purchaser or its counsel.

          (b) The Company shall not have disclosed that the Offering  Documents,
     or  any  amendment  thereof  or  supplement  thereto,  contains  an  untrue
     statement of fact,  which, in the opinion of counsel to Agent, is material,
     or  omits  to state a fact,  which,  in the  opinion  of such  counsel,  is
     material and is required to be stated therein,  or is necessary to make the
     statements  therein,  under the  circumstances in which they were made, not
     misleading.

          (c) Between the date hereof and the Closing  Date,  the Company  shall
     not have sustained any loss on account of fire, explosion, flood, accident,
     calamity,  or any  other  cause  of  such  character  as  would  materially
     adversely  affect its business or property  considered as an entire entity,
     whether or not such loss is covered by insurance.

          (d) There  shall be no  litigation  instituted  or overtly  threatened
     against  the  Company,  and  there  shall be no  proceeding  instituted  or
     threatened   against  the  Company  before  or  by  any  federal  or  state
     commission,   regulatory   body,  or   administrative   agency,   or  other
     governmental  body,  domestic or foreign,  wherein an  unfavorable  ruling,
     decision,  or finding  would  materially  adversely  affect  the  business,
     franchises,  license, permits, operations, or financial condition or income
     of the Company considered as an entity.

          (e)  Except as  contemplated  herein  or as set forth in the  Offering
     Documents,  during  the  period  subsequent  to the most  recent  financial
     statements  contained in the Offering  Documents,  if any, and prior to the
     Closing Date, the Company

          (i) shall have conducted its business in the usual and ordinary manner
     as the same is being conducted as of the date hereof and (ii) except in the
     ordinary  course of  business,  the  Company  shall not have  incurred  any
     liabilities  or  obligations  (direct or  contingent)  or  disposed  of any
     assets,  or  entered  into  any  material   transaction,   or  suffered  or
     experienced any substantially adverse change in its condition, financial or
     otherwise.  At the Closing Date, the equity account of the Company shall be
     substantially  the same as  reflected  in the  most  recent  balance  sheet
     contained in the Offering  Documents without  considering the proceeds from
     the sale of the  Securities  other than as may be set forth in the Offering
     Documents.

          (f)  The  authorization  of the  Securities  by the  Company  and  all
     proceedings and other legal matters  incident thereto and to this Agreement
     shall be reasonably satisfactory in all respects to Agent and its counsel.

          (g) The  Company  shall  have  furnished  Agent a copy of the  Company
     opinion with respect to the  sufficiency of all corporate  proceedings  and
     other legal  matters  relating to this  Agreement  as Agent may  reasonably
     require.


<PAGE>
                                                                   Exhibit 10.46

          (h) The Company shall have  furnished to Agent the opinion,  dated the
     Initial  Closing,  addressed  to Agent,  from  counsel to the  Company,  as
     required by the Purchase Agreement.

          (h) The Company shall have furnished to Agent a copy of the Compliance
     Certificate  and the  Secretary  Certificate  each dated as of the  Closing
     Date.

          SECTION 4.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     For  the  purpose  of  inducing  Agent  to enter into this and perform this
Agreement,  the  Company hereby represents and warrants to and agrees with Agent
as  follows:

     SECTION 4.1 CORPORATION CONDITION.  The Company's condition is as described
in its Offering Documents, except for changes in the ordinary course of business
and normal year-end adjustments that are not in the aggregate materially adverse
to the Company.  The Offering  Documents,  taken as a whole,  present fairly the
business and financial position of the Company as of the Closing Date.

     SECTION 4.2 NO MATERIAL  ADVERSE  CHANGE.  Except as may be reflected in or
contemplated  by the  Offering  Documents,  subsequent  to the dates as of which
information is given in the Offering  Documents,  and prior to the Closing Date,
there  shall  not have  been  any  material  adverse  change  in the  condition,
financial or otherwise, or in the results of operations of the Company or in its
business taken as a whole.

     SECTION 4.3 NO DEFAULTS.  Except as disclosed in the Offering  Documents or
in writing to Agent,  the Company is not in default in any  material  respect in
the performance of any material obligation, agreement, or condition contained in
any debenture,  note, or other evidence of indebtedness or any indenture or loan
agreement of the Company. The execution and delivery of this Agreement,  and the
consummation of the transactions  herein  contemplated,  and compliance with the
terms of this  Agreement,  will not conflict with, or result in, a breach of any
of the terms,  conditions,  or provisions of, or constitute a default under, the
Certificate  of  Incorporation  or bylaws of the Company (in any respect that is
material to the Company), any material note, indenture, mortgage, deed of trust,
or other agreement or instrument to which the Company is a party or by which the
Company or any property of the Company is bound, or to the Company's  knowledge,
any existing law, order, rule, regulation,  writ,  injunction,  or decree of any
government, governmental instrumentality,  agency, or body, arbitration tribunal
or court,  domestic  or  foreign,  having  jurisdiction  over the Company or any
property of the Company. The consent, approval,  authorization,  or order of any
court or  governmental  instrumentality,  agency or body is not required for the
consummation  of the  transactions  herein  contemplated  except  such as may be
required under the Act or under the blue sky or securities  laws of any state or
jurisdiction.

     SECTION 4.4 INCORPORATION AND STANDING.  The Company is, and at the Closing
Date will be, duly formed and validly existing in good standing as a corporation
under  the laws of the State of  Delaware  and with  full  power  and  authority
(corporate and other) to own its  properties  and conduct its business,  present
and  proposed,  as described in the Offering  Documents;  the Company,  has full
power and  authority  to enter  into this  Agreement;  and the  Company  is duly
qualified and in good standing as a foreign entity in each jurisdiction in which
the failure to so qualify would have a material adverse effect on the Company or
its properties.

     SECTION  4.5  LEGALITY  OF  SECURITIES.  Prior  to the  Closing  Date,  the
Securities will have been duly and validly authorized and issued, will be valid,


<PAGE>
                                                                   Exhibit 10.46

binding and enforceable  against the Company in accordance with their terms, and
will  conform in all material  respects to the  statements  with regard  thereto
contained in the Offering Documents.

     SECTION 4.6 LEGALITY OF CONVERSION  SHARES. The Common Stock into which the
Securities are  convertible,  when  converted in accordance  with the Securities
will be duly and validly issued and outstanding,  fully paid, and non-assessable
and conform in all  material  respects  to the  statements  with regard  thereto
contained in the Offering Documents.

     SECTION  4.7  LITIGATION.  Except as set forth in the  Offering  Documents,
there is now,  and at the  Closing  Date  there  will be, no  action,  suit,  or
proceeding  before any court or governmental  agency,  authority or body pending
or, to the knowledge of the Company, threatened, which might result in judgments
against the Company not  adequately  covered by insurance or which  collectively
might result in any  material  adverse  change in the  condition  (financial  or
otherwise) or business of the Company or which would materially adversely affect
the properties or assets of the Company.

     SECTION 4.8 FINDERS.  The Company does not know of any  outstanding  claims
for services in the nature of a finder's fee or origination fees with respect to
the sale of the Securities hereunder for which Agent may be responsible, and the
Company will  indemnify  Agent from any liability for such fees by any party who
has a claim for such compensation from the Company and for which person Agent is
not legally responsible.

     SECTION  4.9 TAX  RETURNS.  The Company has filed all federal and state tax
returns  which are  required  to be filed,  and has paid all taxes shown on such
returns  and on all  assessments  received  by it to the extent  such taxes have
become due. All taxes with  respect to which the Company is obligated  have been
paid or adequate accruals have been set up to cover any such unpaid taxes.

     SECTION 4.10  AUTHORITY.  The execution and delivery by the Company of this
Agreement have been duly authorized by all necessary action,  and this Agreement
is the valid, binding, and legally enforceable obligation of the Company subject
to standard  qualifications  as to the availability of equitable  remedies,  the
effect of bankruptcy  and other laws  relating to the  protection of debtors and
public  policy   opinions   promulgated  by  the  Commission   with  respect  to
indemnification against liabilities under the Act.

     SECTION 4.11  ACTIONS BY THE COMPANY.  The Company will not take any action
which will impair the  effectiveness  of the  transactions  contemplated by this
Agreement.

                    SECTION 5.     COVENANTS OF THE COMPANY.

     The  Company  covenants  and  agrees  with  Agent  that:

     SECTION 5.1 RESTRICTIONS ON AMENDMENTS.  After the date hereof, the Company
will not at any time,  prepare and distribute any amendment or supplement to the
Offering Documents,  of which amendment or supplement Agent shall not previously
have been  advised  and Agent and its  counsel  furnished  with a copy  within a
reasonable time period prior to the proposed adoption thereof, or to which Agent
shall have  reasonable  objected  in  writing  on the  ground  that it is not in
compliance with the Act or the Rules and Regulations (if applicable).

     SECTION 5.2 EXPENSES OF OFFERING.  The Company will pay, whether or not the
transactions  contemplated by the Transaction  Agreements are  consummated,  all
costs  and  expenses  incident  to the  Transaction  Agreements,  including  all
expenses  incident  to the  authorization  of the  Securities,  their  issue and


<PAGE>
                                                                   Exhibit 10.46

delivery to the Escrow Agent, any original issue taxes in connection  therewith,
all transfer taxes, if any, incident to the initial sale of the Securities,  the
fees and  expenses  of Agent's  and the  Company's  counsel  (except as provided
below) and  accountants,  and the cost of  reproduction  and furnishing to Agent
copies of the Offering Documents as herein provided,  PROVIDED HOWEVER, that the
Company shall not be responsible  for the payment of fees and expenses  incurred
by Agent's counsel,  if Agent is unable to procure Purchaser  Signature Pages to
the  Transaction  Agreements  from a  Purchaser  that the Company was willing to
accept.

     SECTION 5.3  AVAILABILITY  OF  INFORMATION.  Prior to the Closing Date, the
Company will cooperate with Agent in such  investigation as it may make or cause
to be made of all of the properties,  business, and operations of the Company in
connection with the Offering of the Securities.  The Company will make available
to it in connection  therewith  such  information in its possession as Agent may
reasonably  request and will make available to Agent such persons as Agent shall
deem reasonably necessary and appropriate in order to verify or substantiate any
such information so supplied.

     SECTION 5.4 REPORTS AND  FILINGS.  The  Company  shall be  responsible  for
making any and all  filings  required  by the blue sky  authorities  and filings
required  by the laws of the  jurisdictions  in which  the  subscribers  who are
accepted for purchase of  Securities  are  located,  if any.  Agent shall assist
Company  in this  respect,  but  such  filings  shall be the  responsibility  of
Company.

     SECTION  5.5  NO  UNDISCLOSED   EVENTS,   LIABILITIES,   DEVELOPMENTS,   OR
CIRCUMSTANCES.   The  Company's  condition  is  as  described  in  its  Offering
Documents,  except for changes in the  ordinary  course of  business  and normal
year-end  adjustments that are not  individually or in the aggregate  materially
adverse to the Company.  The Offering Documents,  taken as a whole, will present
fairly the  business  and  financial  position of the Company as of each Closing
Date.

     SECTION 5.6 NO MATERIAL  ADVERSE  CHANGE.  Except as may be reflected in or
contemplated  by the  Offering  Documents,  subsequent  to the dates as of which
information is given in the Offering Documents,  and prior to each Closing Date,
there  shall  not have  been  any  material  adverse  change  in the  condition,
financial,  or  otherwise,  or in the results of operations of the Company or in
its business taken as a whole.

                         SECTION 6.     INDEMNIFICATION.

     SECTION 6.1  INDEMNIFICATION  OF AGENT. The Company agrees to indemnify and
hold  harmless  Agent,  each  person who  controls  Agent  within the meaning of
Section 15 of the Act and Agent's employees,  accountants,  attorneys and agents
(the "AGENT'S  INDEMNITEES")  against any and all losses,  claims,  damages,  or
liabilities,  joint or several,  to which they or any of them may become subject
under  the Act or any  other  statute  or at  common  law for any legal or other
expenses (including the costs of any investigation and preparation)  incurred by
them  in  connection  with  any  litigation,  whether  or not  resulting  in any
liability,  but only insofar as such losses, claims, damages,  liabilities,  and
litigation  arise out of or are based upon any untrue statement of material fact
contained in the Offering  Documents or any amendment or  supplement  thereto or
any application or other document filed in any state or jurisdiction in order to
qualify the  Securities  under the Blue Sky or securities  laws thereof,  or the
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein,  under the circumstances  under which
they were made, not misleading,  all as of the date of the Offering Documents or
of such  amendment  as the case may be;  PROVIDED  HOWEVER,  that the  indemnity
agreement  contained  in this  Section  6.1 shall  not  apply to amount  paid in
settlement  of any such  litigation,  if such  settlements  are made without the
consent of the Company,  nor shall it apply to Agent's Indemnitees in respect to
any such losses,  claims,  damages,  or liabilities arising out of or based upon


<PAGE>
                                                                   Exhibit 10.46

any such untrue  statement or alleged  untrue  statement or any such omission or
alleged  omission,  if such  statement  or omission  was made in  reliance  upon
information furnished in writing to the Company by Agent specifically for use in
connection with the preparation of the Offering  Documents or any such amendment
or supplement thereto or any application or other document filed in any state or
jurisdiction in order to qualify the Securities under the Blue Sky or securities
law thereof.  This  indemnity  agreement  is in addition to any other  liability
which the Company may otherwise have to Agent's Indemnitees. Agent's Indemnitees
agree,  within ten (10) days after the receipt by them of written  notice of the
commencement  of any action  against them in respect to which  indemnity  may be
sought from the Company under this Section 6.1, to notify the Company in writing
of the  commencement  of such  action;  PROVIDED  HOWEVER,  that the  failure of
Agent's  Indemnitees  to notify the Company of any such action shall not relieve
the  Company  from any  liability  which it may have to Agent's  Indemnitees  on
account of the  indemnity  agreement  contained in this Section 6.1, and further
shall not  relieve  the Company  from any other  liability  which it may have to
Agent's Indemnitees,  and if Agent's Indemnitees shall notify the Company of the
commencement  thereof,  the Company shall be entitled to participate in (and, to
the extent that the Company  shall wish,  to direct) the defense  thereof at its
own  expense,  but such  defense  shall be  conducted  by counsel of  recognized
standing  and  reasonably  satisfactory  to Agent's  Indemnitees,  defendant  or
defendants, in such litigation. The Company agrees to notify Agent's Indemnitees
promptly  of the  commencement  of any  litigation  or  proceedings  against the
Company or any of the  Company's  officers or directors of which the Company may
be advised in connection with the issue and sale of any of the Securities and to
furnish to  Agent's  Indemnitees,  at their  request,  to provide  copies of all
pleadings  therein  and to permit  the  Company's  Indemnitees  to be  observers
therein and apprise Agent's Indemnitees of all developments  therein, all at the
Company's expense.

     SECTION 6.2  INDEMNIFICATION  OF COMPANY.  Agent agrees, in the same manner
and to the same extent as set forth in Section 6.1 above,  to indemnify and hold
harmless the Company,  and the Company's and Company's  employees,  accountants,
attorneys,  and agents (the  "COMPANY'S  INDEMNITEES")  with  respect to (a) any
statement  in or  omission  from the  Offering  Documents  or any  amendment  or
supplement  thereto or any  application  or other document filed in any state or
jurisdiction in order to qualify the Securities under the Blue Sky or securities
laws thereof,  or any information  furnished  pursuant to Section 2.2 hereof, if
such  statement or omission was made in reliance upon  information  furnished in
writing to the Company by Agent on its behalf specifically for use in connection
with the preparation  thereof or supplement thereto, or (b) any untrue statement
of a material  fact made by Agent or its agents not based on  statements  in the
Offering  Documents or authorized in writing by the Company,  or with respect to
any misleading statement made by Agent or its agents resulting from the omission
of material  facts which  misleading  statement  is not based upon the  Offering
Documents, or information furnished in writing by the Company or, (c) any breach
of any  representation,  warranty,  or covenant made by Agent in this Agreement.
Agent's  liability  hereunder  shall be limited to the amount received by it for
acting as Agent in connection with the Offerings.  Agent shall not be liable for
amounts  paid in  settlement  of any  such  litigation  if such  settlement  was
effected  without  its  consent.  In case of the  commencement  of any action in
respect of which indemnity may be sought from Agent,  the Company's  Indemnitees
shall have the same obligation to give notice as set forth in Section 6.1 above,
subject to the same loss of indemnity in the event such notice is not given, and
Agent shall have the same right to  participate  in (and,  to the extent that it
shall wish,  to direct) the defense of such action at its own expense,  but such
defense  shall  be  conducted  by  counsel  of  recognized  standing  reasonably
satisfactory  to the Company.  Agent agrees to notify the Company's  Indemnitees
and, at their request,  to provide copies of all pleadings therein and to permit
the Company's  Indemnitees  to be observers  therein and apprise them of all the
developments therein, all at Agent's expense.


<PAGE>
                                                                   Exhibit 10.46

                        SECTION 7.     TERMINATION.

     SECTION 7.1  TERMINATION BY AGENT.  This Agreement may be terminated at any
time during the Offering  Period by Agent by written  notice to the Company,  if
the  Company  shall have  failed or been unable to comply with any of the terms,
conditions,  or  provisions  of  the  Transaction  Agreements  to be  performed,
complied with, or fulfilled by the Company within the respective  times, if any,
herein provided for, unless compliance  therewith or performance or satisfaction
thereof shall have been expressly waived by Agent in writing.

     SECTION 7.2 TERMINATION BY COMPANY. This Agreement may be terminated by the
Company at the  conclusion  of the  Offering  Period by notice to Agent if Agent
shall have failed or been unable to comply with any of the terms, conditions, or
provisions  of this  Agreement to be performed,  complied  with, or fulfilled by
Agent  within  the  respective  times,  if  any,  herein  provided  for,  unless
compliance  therewith or  performance  or  satisfaction  thereof shall have been
expressly waived by the Company in writing.

     SECTION 7.3  TERMINATION  FOR FORCE MAJEURE  EVENTS.  This Agreement may be
terminated by Agent by notice to the Company at any time, if, in the reasonable,
good faith  judgment of Agent,  payment for and  delivery of the  Securities  is
rendered   impracticable  or  inadvisable   because:   (a)  additional  material
governmental  restrictions not in force and effect on the date hereof shall have
been imposed upon trading in securities  generally;  (b) a war or other national
calamity  shall  have  occurred;  or (c) the  condition  of the  market  (either
generally or with reference to the sale of the Securities to be offered  hereby)
or the condition of any matter  affecting the Company or any other  circumstance
is such  that it would be  undesirable,  impracticable  or  inadvisable,  in the
judgment of Agent, to proceed with this Agreement or with the Offering.

     SECTION  7.4  TERMINATION  WITHOUT  LIABILITY.   Any  termination  of  this
Agreement pursuant to this Section 7 shall be without liability of any character
(including,  but not limited to, loss of  anticipated  profits or  consequential
damages) on the part of any party thereto,  except that the Company shall remain
obligated to pay the costs and  expenses  provided to be paid by it specified in
Sections  1.3 and 5.2,  and the  Company and Agent  shall be  obligated  to pay,
respectively,  all losses,  claims,  damages, or liabilities,  joint or several,
under  Section  6.1 in the case of the  Company  and  Section 6.2 in the case of
Agent.

                          SECTION 8.     MISCELLANEOUS.

     SECTION 8.1 NOTICES.  Whenever notice is required by the provisions of this
Agreement to be given, such notice shall be in writing, addressed:

  If  to  Company:
                   The  Tracker  Corporation  of  America,  Inc.
                   180  Dundas  Street  West,  26th  Floor
                   Toronto,  Ontario
                   Canada  M5G  1Z8
                   Attn:  Jay  S.  Stulberg,  President
                   Telephone:  (416)  593-2604
                   Facsimile:   (416)  ___-____


<PAGE>
                                                                   Exhibit 10.46

  with  a  copy  (which  shall  not  constitute  notice)  to:
                   Arkin  Merolla  LLP
                   3490  Piedmont  Road,  Suite  302
                   Atlanta,  Georgia  30305
                   Robert  Arkin,  Esq.
                   Tel:  404-467-5244
                   Fax:  404-467-5249

  If  to  Agent:
                   Sovereign  Capital  Advisors,  LLC
                   3340  Peachtree  Road,  N.E.
                   Suite  1965
                   Atlanta,  Georgia  30326
                   Attention:  Don  Odom
                   Tel:  (404)  814-3737
                   Fax:  (404)  812-3738

  With  a  copy  (which  shall  not  constitute  notice)  to:
                   Balboni  Law  Group  LLC
                   3475  Lenox  Road
                   Suite  990
                   Atlanta,  Georgia  30326
                   Attention:  Gerardo  M.  Balboni  II,  Esq.
                   Tel:  (404)  812-3100
                   Fax:  (404)  812-3101

     8.2 BENEFIT. This Agreement is made solely for the benefit of Agent and the
Company,  their  respective  officers and directors and any  controlling  person
referred  to in  Section  15 of the  Act and  their  respective  successors  and
assigns, and no other person may acquire or have any right under or by virtue of
this Agreement,  including,  without limitation,  the holders of any Securities.
The  term  "SUCCESSOR"  or the term  "SUCCESSORS  AND  ASSIGNS"  as used in this
Agreement shall not include any purchasers, as such, of any of the Securities.

     8.3 SURVIVAL.  The  respective  indemnities,  agreements,  representations,
warranties,  covenants  and other  statements  of the Company and Agent,  or the
officers, directors or controlling persons of the Company and Agent as set forth
in or made  pursuant  to this  Agreement  and the  indemnity  agreements  of the
Company and Agent contained in Section 6 hereof shall survive and remain in full
force and effect,  regardless of (a) any  investigation  made by or on behalf of
the Company or Agent or any such officer,  director or controlling person of the
Company or of Agent;  (b) delivery of or payment for the Securities;  or (c) the
Closing  Date,  and any  successor  of the  Company or Agent or any  controlling
person,  officer or director  thereof,  as the case may be, shall be entitled to
the benefits hereof.

     8.4 GOVERNING LAW. The validity,  interpretation,  and construction of this
Agreement  will be governed by the laws of the State of Georgia.  Any dispute or
controversy between the parties arising in connection with this Agreement or the
subject matter  contemplated  by this Agreement shall be resolved by arbitration
before  a  three-member  panel  of  the  American  Arbitration   Association  in
accordance with the commercial  arbitration  rules of said forum and the Federal
Arbitration  Act, 9 U.S.C. 1 et seq.,  with the resulting  award being final and
conclusive. Said


<PAGE>
                                                                   Exhibit 10.46

arbitrators shall be empowered to award all forms of relief and damaged claimed,
including,  but  not  limited  to,  attorney's  fees, expenses of litigation and
arbitration,  exemplary  damages, and prejudgment interest.  The parties further
agree  that  any  arbitration  action  between  them  shall be heard in Atlanta,
Georgia,  and  expressly  consent  to the jurisdiction and venue of the Superior
Court  of  Fulton  County, Georgia, and the United States District Court for the
Northern District of Georgia, Atlanta Division for the adjudication of any civil
action  asserted  pursuant  to  this  Paragraph.

     8.5  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which may be deemed an original and all of which together
will constitute one and the same instrument.

     8.6  CONFIDENTIAL  INFORMATION.  All  confidential  financial  or  business
information  (except  publicly  available or freely  usable  material  otherwise
obtained from another source) respecting either party will be used solely by the
other party in  connection  with the within  transactions,  be revealed  only to
employees or contractors of such other party who are necessary to the conduct of
such transactions, and be otherwise held in strict confidence.

     8.7 PUBLIC  ANNOUNCEMENTS.  Prior to the Closing Date, neither party hereto
will issue any public announcement  concerning the within  transactions  without
the approval of the other party.

     8.8 FINDERS.  The parties  acknowledge that no person has acted as a finder
in connection with the transactions  contemplated  herein and each will agree to
indemnify  the other  with  respect  to any other  claim for a  finder's  fee in
connection with the Offering.

     8.9  RECITALS.  The recitals to this  Agreement are a material part hereof,
and each recital is incorporated into this Agreement by reference and made apart
of this Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have duly caused this Agreement to
be executed as of the day and year first above written.

                   [Signatures begin on the following page]


<PAGE>
                                                                   Exhibit 10.46

                             COMPANY SIGNATURE PAGE
                                       TO
                            PLACEMENT AGENT AGREEMENT


                                  THE  COMPANY:

                                  THE  TRACKER  CORPORATION  OF  AMERICA,  INC.


                                  By:  /s/  Jay  S.  Stulberg
                                       -----------------------------------------
                                            Jay  S.  Stulberg,  President


<PAGE>
                                                                   Exhibit 10.46

                               AGENT SIGNATURE PAGE
                                       TO
                            PLACEMENT AGENT AGREEMENT


                                  THE  AGENT

                                  SOVEREIN CAPITAL ADVISORS, LLC


                                  By:
                                       -----------------------------------------
                                  Don Odom

                                  By:  /s/  Jay  S.  Stulberg
                                       -----------------------------------------
                                            Jay  S.  Stulberg,  President


<PAGE>