Exhibit 4.3


                  AMENDED 2001 STOCK WAGE AND FEE PAYMENT PLAN

         THIS PLAN is amended and adopted as of this 1st day of March, 2001, for
the  benefit of certain  employees,  consultants  and  directors  of The Tracker
Corporation of America, a Delaware corporation (the "Company").

                                  Introduction
                                  ------------

A.   The Company wishes to preserve its operating capital and reduce its monthly
     cash needs.

B.   The Company wishes to retain and motivate eligible  employees,  consultants
     and  directors,  and to  provide  them with  incentives  and  rewards  more
     directly  linked  to  the  profitability  of  the  Company's  business  and
     increases in stockholder value.

C.   The Company believes its best interests will be served by issuing shares of
     the  Company's  $0.001 par value common stock (the "Common  Stock"),  where
     possible, in lieu of otherwise payable wage payments or fees.

                                    Agreement
                                    ---------

         NOW, THEREFORE,  on the stated premises and for and in consideration of
the mutual  benefits to the Company and eligible  employees and directors who so
elect, to be derived from their  employment or directorship by the Company,  the
parties hereby agree as follows:

1.       2000 Year.
         ---------

1.1.     Any full-time employee,  consultant and non-employee (outside) director
         who deferred  all or part of his or her wage  payments or fees due from
         the Company  during the period from January 1, 2000 to December 1, 2000
         (the "2000 Year") is eligible to participate in the Plan.

1.2.     Any eligible  full-time  employee,  consultant or director may elect to
         receive his or her compensation for the 2000 Year in the form of shares
         of Common  Stock  issuable  under the Plan (the  "Shares"),  in lieu of
         cash, based upon the "Stock Price." For purposes hereof,  "Stock Price"
         means the average  quoted  closing bid of the last five  business  days
         ending  December 1, 2000 during  which the Common  Stock  traded on the
         over the counter market.

1.3.     Eligible  full-time  employees,  consultants  or directors  electing to
         receive Common Stock in lieu of cash  compensation  should complete and
         submit to the Company the election form attached hereto as Exhibit A to
         denote  those  months  during the 2000 Year for which he or she desires
         that Common Stock be issued. The election is binding.

1.4.     Participating  employees,  consultants  or directors  will receive that
         number  of  Shares  equal  to his or her  compensation  (not  including
         discretionary  bonuses,  overtime,  and other extra payments) for those
         months during the 2000 Year denoted on the election form.
<PAGE>

2.       2001 Calendar Year.
         ------------------

2.1.     Full Election.

2.1.1.   Any full-time employee,  consultant and non-employee (outside) director
         who  intends to defer all or part of his or her wage  payments  or fees
         due from the Company during the period from January 1, 2001 to December
         31, 2001 (the "2001  Calendar  Year") is eligible to participate in the
         Plan.

2.1.2.   Any eligible  full-time  employee,  consultant or director may elect to
         receive all of his or her  compensation  for the 2001  Calendar Year in
         the form of Shares of Common  Stock,  in lieu of cash,  based  upon the
         Stock Price. Employees, consultants or directors so electing to receive
         Common  Stock  in  lieu  of  2001  cash   compensation  (not  including
         discretionary  bonuses,  overtime,  and other  extra  payments)  should
         complete and submit to the Company the election form attached hereto as
         Exhibit B. The election is binding.

2.1.3.   Participating  employees,  consultants  or  directors will receive that
         number of Shares equal to his or her  2001 compensation.

2.1.4.   If an electing  employee,  consultant  or director  terminates  service
         before the end of the 2001 Calendar  Year, he or she will return to the
         Company  the  portion  of  Shares  (or  their  then   cash-value)  that
         corresponds to the remainder of the 2001 Calendar Year. However, in the
         case  of an  employee,  consultant  or  director  who  is  laid  off or
         otherwise  terminated by the Company  (other than for cause) before the
         end of the 2001  Calendar  Year,  he or she will  not be  obligated  to
         return such Shares or cash value.

2.2.     Partial Election.

2.2.1.   Eligible  employees  consultants  or  directors  who  do not  make  the
         election described at Section 2.1 may elect to receive compensation for
         months the Company may  designate  during the 2001  Calendar  Year (the
         "Designated   Months")  as  follows:  As  cash  ("Option  A");  as  50%
         discounted  stock  ("Option  B"); or as Stock at market  value,  with a
         guaranteed three times future value ("Option C").

2.2.2.   Any eligible employee, consultants or director may elect, by completing
         and  submitting  the  election  form  attached  hereto as Exhibit C, to
         receive  his or her  compensation  for  the  Designated  Months  in any
         combination  of Options A, B or C. The election is binding with respect
         to compensation for the Designated Months.

2.2.3.   Before the  beginning of each calendar  month in the period  January 1,
         2001 through  December 31, 2001,  the Company will notify each eligible
         employee, consultant or director selecting Option B or C on an election
         form whether the month will be a Designated  Month.  If it is, then the
         affected  employee,  consultant  or  director  will  receive his or her
         compensation  for the  Designated  Month in the manner set forth in the
         election form.

                                       2
<PAGE>

2.2.4.   An employee, consultant or director who elects Option B will receive on
         the first business day of each Designated Month (or shortly thereafter)
         a number  of Shares  equal to his or her  compensation  (not  including
         discretionary  bonuses,  overtime,  and other extra  payments)  for the
         month,  divided by one-half of the "Month's Price." The "Month's Price"
         means the average quoted closing bid for the last five business days of
         the preceding month.

2.2.5.   An employee, consultant or director who elects Option C will receive on
         the first business day of each Designated Month (or shortly thereafter)
         a number  of Shares  equal to his or her  compensation  (not  including
         discretionary  bonuses,  overtime,  and other extra  payments)  for the
         month, divided by the Month's Price.

2.2.6.   If an employee,  consultant or director who elects Option B or Option C
         terminates service before the end of the Designated Month for which the
         Shares are allocated,  he or she will return to the Company the portion
         of Shares (or their then cash value) that  corresponds to the remainder
         of  the  Designated  Month.  However,  in  the  case  of  an  employee,
         consultant  or director who is laid off or otherwise  terminated by the
         Company (other than for cause) before the end of the Designated  Month,
         he or she will not be obligated to return such Shares or cash value.

2.2.7.   If  an  electing  employee,  consultant  or  director  does not dispose
         of any  Option C  Shares for  30 months after the Shares are  allocated
         and remains an employee, consultant or director of the Company for such
         period,  then the  Company   will  make  a  payment  to  the  employee,
         consultant or director  equal to the  excess,  if any, of the following
         equation:  (i)  Three-times  the amount of cash  compensation  that the
         employee or director  elected to receive in the form of Option C Shares
         for  all  the  Designated  Months (or for such  shorter  period  if  an
         employee was laid off or otherwise  terminated  by the Company  (other
         than for  cause)  before  December 31, 2002)  (the  "Guaranty  Price"),
         minus (ii) the product of (A) the average quoted bid price for the five
         business days before the  conclusion of the  30-month  period  (the "30
         Month  Price"),  multiplied  by  (B)  the  number  of Option  C Shares.
         (However, an  employee,  consultant or  director  who is  laid  off  or
         otherwise  terminated  by the  Company  (other  than for cause)  before
         the end of the 30-month period is  nonetheless  entitled to receive the
         payment  specified in the first sentence of this section.)  The Company
         has the option to pay the excess in the form of cash, additional stock,
         or both. In the alternative,  the  Company  may  purchase the  Option C
         Shares for the Guaranty Price.

3.       Form S-8 Registration.
         ---------------------

3.1.     The Company will register  15,000,000  Shares for the Plan on Form S-8.
         Upon the  effectiveness  of the Form S-8  registration  statement,  the
         Shares  issued  under the plan may be  freely  traded,  subject  to the
         applicable  resale  limitations  set forth in General  Instruction C to
         Form S-8. Shares issued to participants  may be authorized but unissued
         Shares or treasury shares.

                                       3
<PAGE>

3.2.     If for any reason the number of  remaining  authorized,  but  unissued,
         Shares under the Plan is less than  the  number of Shares that eligible
         employees,  consultants  and directors  would  otherwise be entitled to
         receive,  each eligible  employee or director  who  elected  to receive
         Shares under  Option B  or Option C (an "Electing  Participant")  shall
         receive the following number of Option B or Option C Shares: (A/B) x C,
         where A is the number  of  remaining  authorized  but  unissued  Shares
         under the Plan; B is the total number of Shares (Option B and Option C)
         which the Electing  Participant would otherwise be entitled to receive,
         and C is the  number or Option B or Option C Shares  that the  Electing
         Participant  would  otherwise  be entitled to receive.

4.       Fees and  Commissions.  No fees,  commissions  or other charges will be
         ---------------------
         paid  by  the  electing  participants  in connection with the grants of
         Shares to such persons under the Plan.

5.       Taxes. No later than the dates of which the value of any Shares granted
         ------
         pursuant to this Plan first  becomes  includible in the gross income of
         an electing  participant for US federal income tax purposes,  he or she
         will  pay to the  Company,  or make  arrangements  satisfactory  to the
         Company, regarding payment of, any federal, state or local taxes of any
         kind  required by law to be withheld  with  respect to the Shares.  The
         obligations  of the Company under this  Agreement  shall be conditioned
         upon such payment or arrangements, and the Company shall, to the extent
         permitted  by law,  have the right to deduct  any such  taxes  from any
         payment of any kind otherwise due to any electing participant.

6.       Securities Laws. Any future sale of any Shares granted pursuant to this
         ---------------
         Plan will be regulated by the  Securities  Act of 1933 Act, as amended,
         and any applicable  state or provincial  law, rule or  regulation.  The
         transfer  of  any  such  Shares  by an  electing  participant  will  be
         permitted  only if the request for transfer is  accompanied by evidence
         satisfactory to the Company and its counsel that such transfer will not
         result in a violation of any  applicable  federal,  state or provincial
         law, rule or regulation.

7.       Market  Risk.  The risk of  an  increase  in  the  market  price of the
         ------------
         Shares  shall be borne  solely by the Company.  The risk of a decrease
         in the market price of the Shares shall be borne solely by the electing
         participants.

8.       Conflicting  Agreements.  In the event of any conflict or inconsistency
         -----------------------
         between  the terms of this Agreement and the employment or directorship
         agreements of the electing  participants,  the terms of this Agreement
         shall prevail.

9.       Assignment.  Participants in the Plan may unconditionally assign their
         ----------
         interests under the Plan.

                                       4
<PAGE>

10.      Governing Law. The terms of this Agreement shall be governed by Georgia
         --------------
         law,  without  regard to its conflicts of law principles.

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

12.      Entire Agreement.  This  Agreement,  together  with  the  election form
         ----------------
         completed by an electing  participant, constitutes the entire agreement
         between the Company and the electing participant.

13.      Amendments.  This Agreement shall not be altered,  amended or modified
         ----------
         except by written  agreement signed by the parties hereto.

         IN WITNESS  WHEREOF,  the undersigned,  being duly  authorized,  hereby
executes  this  Agreement  on behalf of the  Company as of the date first  above
written.

                                       THE TRACKER CORPORATION OF AMERICA


                                       By:   /s/ Bruce I. Lewis
                                       ----------------------------------------
                                             Bruce I. Lewis
                                             Its:  Chief Executive Officer



                                       5
<PAGE>


                                    EXHIBIT A
                                    ---------


               ELECTION UNDER 2001 STOCK WAGE AND FEE PAYMENT PLAN


         This election is made by the undersigned  eligible employee or director
under  the  2001  Stock  Wage  and  Fee  Payment  Plan  adopted  by The  Tracker
Corporation of America, a Delaware corporation.  Capitalized terms not otherwise
defined herein have the meaning ascribed in the Plan.

1.       The undersigned  hereby elects to receive his or her compensation  (not
         including  discretionary  bonuses,  overtime, and other extra payments)
         for each of the months of the 2000  Calendar  Year denoted below in the
         form of Common Stock:

                                 __________           January 2000
                                 __________           February 2000
                                 __________           March 2000
                                 __________           April 2000
                                 __________           May 2000
                                 __________           June 2000
                                 __________           July 2000
                                 __________           August 2000
                                 __________           September 2000
                                 __________           October 2000
                                 __________           November 2000
                                 __________           December 2000


2.       The  undersigned has read the Plan and the prospectus for the Shares to
         be issued  pursuant to the Plan, and, for and in  consideration  of the
         benefits to be derived from the  undersigned by this  election,  hereby
         agrees to be bound by all of the terms and  conditions,  and agreements
         in the Plan, which is hereby incorporated by reference.

ACKNOWLEDGED AND AGREED:

Signature:
           ------------------------------------------
Name:
      -----------------------------------------------
Date:
      -----------------------------------------------



                                       6
<PAGE>


                                    EXHIBIT B
                                    ---------


               ELECTION UNDER 2001 STOCK WAGE AND FEE PAYMENT PLAN


         This election is made by the undersigned  eligible employee or director
under  the  2001  Stock  Wage  and  Fee  Payment  Plan  adopted  by The  Tracker
Corporation of America, a Delaware corporation.  Capitalized terms not otherwise
defined herein have the meaning ascribed in the Plan.

2.       The undersigned  hereby elects to receive his or her compensation  (not
         including  discretionary  bonuses,  overtime, and other extra payments)
         for each of the months of the 2001  Calendar  Year denoted below in the
         form of Common Stock:

                                 __________           January 2001
                                 __________           February 2001
                                 __________           March  2001
                                 __________           April 2001
                                 __________           May 2001
                                 __________           June 2001
                                 __________           July 2001
                                 __________           August 2001
                                 __________           September 2001
                                 __________           October 2001
                                 __________           November 2001
                                 __________           December 2001


2.       The  undersigned has read the Plan and the prospectus for the Shares to
         be issued  pursuant to the Plan, and, for and in  consideration  of the
         benefits to be derived from the  undersigned by this  election,  hereby
         agrees to be bound by all of the terms and  conditions,  and agreements
         in the Plan, which is hereby incorporated by reference.

ACKNOWLEDGED AND AGREED:

Signature:
           ------------------------------------------
Name:
      -----------------------------------------------
Date:
      -----------------------------------------------

                                       7
<PAGE>


                                    EXHIBIT C
                                    ---------


               ELECTION UNDER 2001 STOCK WAGE AND FEE PAYMENT PLAN


         This election is made by the undersigned  eligible employee or director
under  the  2001  Stock  Wage  and  Fee  Payment  Plan  adopted  by The  Tracker
Corporation of America, a Delaware corporation.  Capitalized terms not otherwise
defined herein have the meaning ascribed in the Plan.

3.       The undersigned  hereby elects to receive his or her compensation  (not
         including discretionary bonuses, overtime, and other extra payments) in
         the following forms during each  Designated  Month of the 2001 Calendar
         Year denoted below in the form of Common Stock:

                           Percentage  Options

                           _________%  Option A - Cash

                           _________%  Option B - 50% Discounted Stock

                           _________%  Option  C  -  Stock  at  market
                                       value,  with guaranteed  three
                                       times  future value

                  Total    _________%


2.       The  undersigned has read the Plan and the prospectus for the Shares to
         be issued  pursuant to the Plan, and, for and in  consideration  of the
         benefits to be derived from the  undersigned by this  election,  hereby
         agrees to be bound by all of the terms and  conditions,  and agreements
         in the Plan, which is hereby incorporated by reference.

ACKNOWLEDGED AND AGREED:

Signature:
           ------------------------------------------
Name:
      -----------------------------------------------
Date:
      -----------------------------------------------


                                       8