Exhibit 4.3
                      2001 STOCK WAGE AND FEE PAYMENT PLAN

          THIS  PLAN  is  adopted  as of this 1st day of December, 2000, 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.


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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.


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<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  8,000,000  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.

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<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.


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<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


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<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:________________________________


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