EX-10.11
                              Employment Agreement




                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT  AGREEMENT,  dated as of January 17,  2000,  by and
between  TELETRAC,  INC., a Delaware  corporation  (the  "Company"),  and Steven
Settlemayer (the "Employee").

                              W I T N E S S E T H:

                  WHEREAS,  the Company  desires to induce the Employee to enter
into employment with the Company commencing on January 17, 2000, (the "Effective
Date") for the period provided in this Agreement, and the Employee is willing to
accept such employment with the Company on a full-time  basis, all in accordance
with the terms and conditions set forth below;

                  NOW,  THEREFORE,  for  and in  consideration  of the  premises
hereof and the mutual  covenants  contained  herein,  the parties  hereto hereby
covenant and agree as follows:

                  1.  Employment.  (a) The Company  hereby employs the Employee,
and the Employee hereby accepts such employment with the Company, for the period
set forth in Section 2 hereof, all upon the terms and conditions hereinafter set
forth.

                  (b) The Employee  affirms and  represents  that he is under no
obligation  to  any  former  employer  or  other  party  which  is  in  any  way
inconsistent  with,  or which  imposes  any  restriction  upon,  the  Employee's
acceptance  of  employment  hereunder  with the Company,  the  employment of the
Employee by the Company, or the Employee's undertakings under this Agreement.

                  2.  Term  of   Employment.   Unless   earlier   terminated  as
hereinafter provided, the term of the Employee's employment under this Agreement
shall  initially be for a period  beginning on the Effective  Date and ending on
September 29, 2001.  Thereafter,  this Agreement will continue in full force and
effect from year to year unless terminated by either the Employee or the Company
by written notice given to the other not later than two months before the end of
the year of such termination. The period from the date hereof until the date the
Employee's employment hereunder is terminated (whether on September 29, 2001, or
earlier or later as  provided  herein)  is  hereinafter  called the  "Employment
Term."

                  3.  Duties.  The  Employee  shall  be  employed  as  the  Vice
President of Sales for the Company,  shall  faithfully and  competently  perform
such duties as are specified in the Bylaws of the Company and shall also perform
and  discharge  such other  executive  employment  duties  and  responsibilities
consistent  with his position as the Board of Directors and the Chief  Executive
Officer of the Company may from time to time reasonably prescribe.  The Employee
shall  perform his duties at such places and times as the Board of  Directors of
the Company may reasonably prescribe; provided, however, that if compliance with
this requirement  would require the Employee to relocate more than 40 miles from
his current home in the  Placentia,  California  area, the Employee will only be
required  to  relocate  on  such  terms  and to  such  location  as is  mutually
acceptable to the Employee


<PAGE>

and the Company.  Except as may otherwise be approved in advance by the Board of
Directors of the Company,  and except  during  vacation  periods and  reasonable
periods  of  absence  due to  sickness,  personal  injury  or other  disability,
personal  affairs or non-profit  public service  activities,  the Employee shall
devote his full time during normal business hours throughout the Employment Term
to the  services  required  of him  hereunder.  The  Employee  shall  render his
business  services  exclusively to the Company  during the  Employment  Term and
shall use his best  efforts,  judgment  and energy to improve  and  advance  the
business and interests of the Company in a manner  consistent with the duties of
his position.

                  4. Salary, Bonus and Stock Option. (a) Salary. As compensation
for the  performance  by the  Employee of the  services to be  performed  by the
Employee  hereunder  during  the  Employment  Term,  the  Company  shall pay the
Employee a base salary at the annual rate of one hundred  seventy-four  thousand
dollars ($174,000) (said amount, together with any increases thereto as provided
in this Section 4(a),  being  hereinafter  referred to as "Salary").  Any Salary
payable  hereunder  shall be paid in  regular  intervals  (but in no event  less
frequently than monthly) in accordance with the Company's payroll practices from
time to time in effect.  The Salary  payable to the  Employee  pursuant  to this
Section  4(a)  may  be  increased  as  determined  from  time  to  time  by  the
Compensation  Committee  of the Board of  Directors  of the  Company in its sole
discretion.

                  (b) Bonus.  The  Employee  may be  eligible  to receive  bonus
compensation  from the  Company  from time to time in  amount(s)  that  shall be
determined  by the  Compensation  Committee  of the  Board of  Directors  of the
Company based on attainment of target performance  objectives which shall be set
by the Compensation Committee of the Board of Directors of the Company.

                  Any  bonus  payable  hereunder  shall be paid as  promptly  as
practicable as determined by the Board of Directors in its sole discretion.

                  (c)  Withholding,  Etc.  The  payment  of any Salary and bonus
hereunder shall be subject to applicable withholding and payroll taxes, and such
other deductions as may be required under the Company's employee benefit plans.

                  (d) Stock  Option.  (i)  Effective  the  Effective  Date,  the
Company  shall grant to the Employee a stock  option,  pursuant to the Teletrac,
Inc. and its  Subsidiaries  1999 Stock Option and Restricted Stock Purchase Plan
(the "Stock Option Plan") to purchase  30,000  shares,  subject to adjustment as
provided therein,  of Common Stock, $.01 par value (the "Common Stock"),  of the
Company. Such option is intended to the maximum extent permissible to qualify as
a "incentive  stock option" within the meaning of Section 422(b) of the Internal
Revenue Code of 1986, as amended. Such option shall be at the purchase price and
subject to the other terms and  conditions  provided in stock  option  agreement
between the Company and the Employee  substantially  in the form attached hereto
as Exhibit A.


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<PAGE>

                  (ii) The  Employee  shall be  eligible  to receive  additional
incentive  stock options and/or  non-qualified  stock options in accordance with
the Stock  Option  Plan to the  extent and in the  manner as  determined  by the
Compensation Committee of the Board of Directors.

                  5. Other  Benefits.  During the Employment  Term, the Employee
shall:

                  (i) be eligible to participate in employee fringe benefits and
pension  and/or profit sharing plans that may be provided by the Company for its
senior executive  employees in accordance with the provisions of any such plans,
as the same may be in effect from time to time;

                  (ii) be  eligible  to  participate  in any  medical and health
plans or other  employee  welfare  benefit  plans  that may be  provided  by the
Company for its senior executive  employees in accordance with the provisions of
any such plans, as the same may be in effect from time to time;

                  (iii)  be entitled to three weeks' annual paid vacation;

                  (iv)  be  entitled  to sick  leave,  sick  pay and  disability
benefits in accordance  with any Company policy that may be applicable to senior
executive employees from time to time; and

                  (v) be  entitled  to  reimbursement  for  all  reasonable  and
necessary  out-of-pocket  business  expenses  incurred  by the  Employee  in the
performance of his duties  hereunder in accordance  with the Company's  policies
applicable thereto.

                  6.  Confidential  Information.  The Employee hereby covenants,
agrees and acknowledges as follows:

                  (a)  The  Employee  has  and  will  have  access  to and  will
         participate in the development of or be acquainted with confidential or
         proprietary  information  and trade secrets  related to the business of
         the  Company,  its  subsidiaries  and  affiliates  (collectively,   the
         "Companies"),   including  but  not  limited  to  (i)  business  plans,
         operating plans,  marketing plans,  financial reports,  operating data,
         budgets,  wage and salary rates,  pricing  strategies and  information,
         terms of agreements  with  suppliers or customers and others,  customer
         lists, patents,  devices, software programs,  reports,  correspondence,
         tangible property and specifications owned by or used in the businesses
         of one or more of the Companies,  (ii) information pertaining to future
         developments  such as, but not limited to,  research  and  development,
         future  marketing,  distribution,  delivery or  merchandising  plans or
         ideas, and potential new business  locations,  and (iii) other tangible
         and intangible property,  which are used in the business and operations
         of the Companies but not made publicly  available.  The information and
         trade secrets  relating to the business of the  Companies  described in
         this  paragraph (a) are  hereinafter  referred to  collectively  as the
         "Confidential   Information",   provided  that  the  term  Confidential
         Information  shall not include any  information  (x) that is or becomes
         generally  publicly  available  (other than as a result of violation of
         this Agreement by the Employee) or (y) that the Employee  receives on a
         non-confidential  basis  from a source



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<PAGE>

         (other than the Company, its affiliates or representatives) that is not
         known by him to be bound by an obligation of secrecy or confidentiality
         to the Companies or any of them.

                  (b)  The  Employee   hereby   assigns  to  the   Company,   in
         consideration of his employment, all Confidential Information developed
         by or  otherwise in the  possession  of the Employee at any time during
         the Employment  Term,  whether or not made or conceived  during working
         hours, alone or with others, which relates,  directly or indirectly, to
         businesses  or proposed  businesses  of any of the  Companies,  and the
         Employee  agrees that all such  Confidential  Information  shall be the
         exclusive  property  of the  Companies.  Upon  request  of the Board of
         Directors of the Company, the Employee shall execute and deliver to the
         Companies any specific  assignments or other  documents  appropriate to
         vest title in such  Confidential  Information  in the  Companies  or to
         obtain  for  the  Companies  legal  protection  for  such  Confidential
         Information.

                  (c) The Employee shall not disclose, use or make known for his
         or  another's   benefit  any  Confidential   Information  or  use  such
         Confidential Information in any way except in the best interests of the
         Companies  in the  performance  of the  Employee's  duties  under  this
         Agreement.  The  Employee may disclose  Confidential  Information  when
         required by applicable law or judicial  process,  but only after notice
         to the Company of the Employee's intention to do so and opportunity for
         the Company to challenge or limit the scope of the disclosure.

                  (d) The Employee  acknowledges and agrees that a remedy at law
         for any breach or threatened breach of the provisions of this Section 6
         would be inadequate and, therefore,  agrees that the Companies shall be
         entitled to injunctive relief in addition to any other available rights
         and remedies in case of any such breach or threatened breach; provided,
         however,   that  nothing   contained   herein  shall  be  construed  as
         prohibiting  the Companies  from pursuing any other rights and remedies
         available for any such breach or threatened breach.

                  (e)  The  Employee   agrees  that  upon   termination  of  his
         employment by the Company for any reason,  the Employee shall forthwith
         return  to  the  Company  all  Confidential   Information,   documents,
         correspondence,  notebooks,  reports,  computer  programs and all other
         materials  and  copies  thereof  (including  computer  discs  and other
         electronic  media) relating in any way to the business of the Companies
         in any way  developed or obtained by the Employee  during the period of
         his employment with the Company.

                  (f) The  obligations  of the  Employee  under  this  Section 6
         shall, except as otherwise provided herein,  survive the termination of
         the Employment Term and the expiration or termination of this Agreement
         and shall terminate three years after the termination of the Employment
         Term.

                  (g) Without limiting the generality of Section 10 hereof,  the
         Employee hereby expressly agrees that the foregoing  provisions of this
         Section 6 shall be binding upon the  Employee's  heirs,  successors and
         legal representatives.


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<PAGE>

                  7. Termination.  (a) The Employee's employment hereunder shall
be terminated upon the occurrence of any of the following:

                  (i)  death of the Employee;

                  (ii) termination of the Employee's employment hereunder by the
         Employee at any time for "good reason" (as defined below);

                  (iii)  termination of the Employee's  employment  hereunder by
         the Employee at any time for any reason whatsoever (including,  without
         limitation,  resignation  or  retirement),  other than "good reason" as
         contemplated by clause (ii) above;

                  (iv) termination of the Employee's employment hereunder by the
         Company  because of the  Employee's  inability to perform his duties on
         account of disability or incapacity  for a period of one hundred eighty
         (180) or more days,  whether or not  consecutive,  within any period of
         twelve (12) consecutive months;

                  (v) termination of the Employee's  employment hereunder by the
         Company at any time "for cause" (as defined below), such termination to
         take effect  immediately  upon  written  notice from the Company to the
         Employee; and

                  (vi) termination of the Employee's employment hereunder by the
         Company at any time, other than (x) termination by reason of disability
         or incapacity as  contemplated  by clause (iv) above or (y) termination
         by the Company "for cause" as contemplated by clause (v) above.

                  (b) In the event that the Employee's  employment is terminated
pursuant to clause (i),  (ii),  (iv) or (vi) of Section  7(a) above,  and in the
event of a Change in Control  (as defined  below) the  Company  shall pay to the
Employee,   as  severance  pay  or  liquidated   damages  or  both,  during  the
twelve-month period immediately following such termination, the amount of Salary
that the Employee  would have  otherwise  been  entitled to receive  during such
twelve-month  period  had the  Employee's  employment  not  been so  terminated;
provided,  however,  that  no  such  payment  shall  be due in  the  event  such
termination  occurs as a result of a notice of termination  given by the Company
or by the  Employee  in  connection  with a failure to renew this  Agreement  as
provided in Section 2.

                  (c)  Notwithstanding  anything to the  contrary  expressed  or
implied herein,  except as required by applicable law and except as set forth in
Section 7(b) above,  the Company (and its affiliates)  shall not be obligated to
make any payments to the Employee or on his behalf of whatever kind or nature by
reason of the Employee's cessation of employment (including, without limitation,
by reason  of  termination  of the  Employee's  employment  by the  Company  for
"cause"),  other  than (i) such  amounts,  if any,  of his  Salary as shall have
accrued  and  bonus as shall  have  been  determined  to be due by the  Board of
Directors  and, in each case,  remained  unpaid as of the date of said cessation
and (ii) such other amounts,  if any, which may be then otherwise payable to the
Employee  from the


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<PAGE>

Company's  benefits plans or  reimbursement  policies.  The  termination of this
Agreement shall not relieve the Employee of any liability for any willful breach
hereof.

                  (d) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder.

                  (e) For purposes of this Agreement,  the following definitions
shall apply:

                  (i) The term "good reason" shall mean only the following:  (1)
         material  default by the Company in the  performance of its obligations
         hereunder,  or (2)  material  diminishment  of the duties,  position or
         responsibilities  of the Employee  hereunder  (provided that, in either
         such case,  the Employee  shall have provided the Board of Directors of
         the Company  with  written  notice of such default or other event and a
         reasonable  opportunity  to  discuss  the  matter  with  the  Employee,
         followed by a notice that the  Employee  adheres to his  position and a
         reasonable opportunity to cure);

                  (ii) The term  "cause"  shall  mean  only the  following:  (1)
         conviction  of the Employee of having  committed a felony,  (2) acts of
         dishonesty  or moral  turpitude  by the  Employee  that are  materially
         detrimental to the Company and/or its affiliates, (3) acts or omissions
         by the Employee that the Employee knew were likely to materially damage
         the business of the Company  and/or any  affiliate of the Company whose
         business, operations, assets or properties are material to the Company,
         (4) gross  negligence by the Employee in the performance of, or willful
         disregard by the Employee of, his obligations hereunder, or willful and
         material  breach by the  Employee of the terms hereof or (5) failure by
         the Employee to obey the  reasonable  and lawful orders of the Board of
         Directors  or Chief  Executive  Officer  that are  consistent  with the
         provisions of this Agreement  (provided that, in the event such failure
         shall not also constitute  "cause" under any of clauses (1) through (4)
         above,  the Employee shall have received written notice of such failure
         and a  reasonable  opportunity  to discuss the matter with the Board of
         Directors,  followed by a notice that the Board of Directors adheres to
         its position and a reasonable  opportunity to comply with such orders).
         It is  understood  and  agreed  that the  performance  of the  Company,
         whether financial,  operational or otherwise, shall not (in the absence
         of "cause" as  provided  in clause (1)  through  (5) above)  constitute
         "cause."

                  (iii) "Change of Control"  shall mean the  acquisition  of (a)
         beneficial  ownership of more than 50% of the voting equity  securities
         of the Company or any successor to the Company (by merger or otherwise)
         or (b) all or  substantially  all the  assets  of the  Company,  by any
         person or entity (including,  without limitation,  any group within the
         meaning  of  Section  13(d)(3)  of  the  Securities  Exchange  Act,  as
         amended).

                  8. Non-Assignability. (a) Neither this Agreement nor any right
or interest  hereunder shall be assignable by the Employee or his  beneficiaries
or legal representatives without the Company's prior written consent;  provided,
however,  that  nothing in this Section  8(a) shall


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<PAGE>

preclude the Employee  from  designating  a  beneficiary  to receive any benefit
payable hereunder upon his death or incapacity.

                  (b) Except as required  by law,  no right to receive  payments
under this Agreement shall be subject to anticipation,  commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

                  9. Competition,  etc. (a)During the Employment Term and during
the two-year  period  following  the end of the  Employment  Term for any reason
whatsoever,  provided that payments,  if any,  required pursuant to Section 7(b)
hereof are made in full and in a timely fashion:

                  (i)  the  Employee  will  not  directly  or  indirectly  (as a
         director,   officer,   employee,   manager,   consultant,   independent
         contractor,  advisor or otherwise)  engage in competition  with, or own
         any  interest  in,  perform  any  services  for,  participate  in or be
         connected   with  any  business  or   organization   which  engages  in
         competition  with the  Company  or any of its  affiliates  in any State
         where any business shall be carried on (or formally  contemplated to be
         carried  on)  by the  Company  or any  of  its  affiliates  during  the
         Employment  Term or as of the end of the  Employment  Term, as the case
         may be, provided,  however, that the provisions of this Section 9(a)(i)
         shall not be deemed to prohibit  (A) the  Employee's  ownership  of not
         more than five percent (5%) of the total shares of all classes of stock
         outstanding of any publicly held company, or ownership, whether through
         direct or indirect stock holdings or otherwise,  of one percent (1%) or
         more of any other business or (B) non-profit public service activities,
         as contemplated by Section 3 hereof; and

                  (ii) the Employee  will not directly or  indirectly  induce or
         attempt to induce any  employee of the Company or any  affiliate of the
         Company to leave the employ of the Company or such affiliate, or in any
         way  interfere  with the  relationship  between the Company or any such
         affiliate and any employee thereof.

                  (b) For  purposes  of  this  Section  9, a  person  or  entity
(including, without limitation, the Employee) shall be deemed to be a competitor
of the  Company  or any of its  affiliates,  or a person or  entity  (including,
without limitation,  the Employee) shall be deemed to be engaging in competition
with the Company or any of its  affiliates,  if such person or entity in any way
conducts,  operates,  carries  out or  engages  in (i) the  business  of vehicle
location and fleet management services or related services and supplies, or (ii)
such other  business or  businesses  as the Company may conduct in the future in
such geographical area or areas as such business or businesses are conducted.

                  (c) For  purposes of this Section 9, no company or entity that
may be deemed to be an  affiliate  of the Company  solely by reason of its being
controlled  by, or under  common  control  with,  any of the  Investors or their
respective  affiliates other than the Company, will be deemed to be an affiliate
of the Company.


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<PAGE>

                  (d) In  connection  with  the  foregoing  provisions  of  this
Section  9, the  Employee  represents  that  his  experience,  capabilities  and
circumstances  are such that such provisions will not prevent him from earning a
livelihood.  The Employee  further agrees that the limitations set forth in this
Section 9 (including,  without limitation, time and territorial limitations) are
reasonable and properly  required for the adequate  protection of the businesses
of the  Company  and its  affiliates.  It is  understood  and  agreed  that  the
covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall
survive the  expiration or termination  of this  Agreement,  except as otherwise
expressly provided herein.

                  (e) The Employee  acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 9 would be
inadequate  and,  therefore,  agrees that the Company and any of its  affiliates
shall be entitled to injunctive relief in addition to any other available rights
and  remedies  in cases of any  such  breach  or  threatened  breach;  provided,
however,  that nothing  contained  herein shall be construed as prohibiting  the
Company or any of its  affiliates  from  pursuing  any other rights and remedies
available for any such breach or threatened breach.

                  10. Binding Effect. Without limiting or diminishing the effect
of Section 8 hereof, this Agreement shall inure to the benefit of and be binding
upon  the  parties  hereto  and  their  respective  heirs,   successors,   legal
representatives and assigns.

                  11.  Notices.  Any notice  required or  permitted  to be given
under this Agreement  shall be sufficient if in writing and either  delivered in
person or sent by first class certified or registered mail, postage prepaid,  if
to the Company,  at the  Company's  principal  place of business,  and if to the
Employee,  at his home address most recently filed with the Company,  or to such
other  address or addresses as either party shall have  designated in writing to
the other party hereto.

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

                  13.  Severability.  The Employee agrees that in the event that
any court of competent  jurisdiction  shall  finally hold that any  provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction against
the Employee,  the  provisions of such Section 6 or 9 shall not be rendered void
but  shall  apply  with  respect  to such  extent as such  court may  judicially
determine constitutes a reasonable  restriction under the circumstances.  If any
part of this Agreement other than Section 6 or 9 is held by a court of competent
jurisdiction to be invalid, illegible or incapable of being enforced in whole or
in part by reason of any rule of law or public policy, such part shall be deemed
to be severed from the  remainder of this  Agreement for the purpose only of the
particular legal  proceedings in question and all other covenants and provisions
of this Agreement shall in every other respect continue in full force and effect
and no covenant or provision  shall be deemed  dependent upon any other covenant
or provision.

                  14. Waiver.  Failure to insist upon strict compliance with any
of the terms,  covenants  or  conditions  hereof shall not be deemed a waiver of
such term, covenant or condition,  nor shall any waiver or relinquishment of any
right or  power  hereunder  at any one or more  times  be  deemed  a  waiver  or
relinquishment of such right or power at any other time or times.


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<PAGE>

                  15.   Entire   Agreement;    Modifications.   This   Agreement
constitutes the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior  agreements,  oral
and  written,  between the parties  hereto  with  respect to the subject  matter
hereof.  This  Agreement  may be modified or amended  only by an  instrument  in
writing signed by both parties hereto.

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

                  IN WITNESS  WHEREOF,  the Company and the  Employee  have duly
executed  and  delivered  this  Agreement  as of the day and  year  first  above
written.


                             TELETRAC, INC.



                             By   /s/ Steven D. Scheiwe
                                  -----------------------------------
                                  Name:    Steven D. Scheiwe
                                  Title:   Chief Executive Officer



                                  /s/ Steven Settelmayer
                                  -----------------------------------
                                  Steven Settelmayer



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