Exhibit 4.3
                      2000 STOCK WAGE AND FEE PAYMENT PLAN

     THIS PLAN is adopted as of this 31st day of December, 1999, for the benefit
of  certain  employees  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  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.     1999  Calendar  Year.
       --------------------

1.1.     Any full-time employee 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, 1999 to December 31, 1999 (the "1999 Calendar Year") is
eligible  to  participate  in  the  Plan.

1.2.     Any eligible full-time employee or director may elect to receive his or
her  compensation  for  the  1999  Calendar 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 in December 1999 during which the
Common  Stock  traded  on  the  over  the  counter  market.

1.3.     Eligible  full-time  employees  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
1999 Calendar Year for which he or she desires that Common Stock be issued.  The
election  is  binding.

1.4.     Participating employees 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 Calendar Year 1999 denoted on
the  election  form.

2.     2000  Calendar  Year.
       --------------------

2.1.     Full  Election.

2.1.1.     Any  full-time  employee  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, 2000 to December 31, 2000 (the "2000
Calendar  Year")  is  eligible  to  participate  in  the  Plan.

2.1.2.     Any  eligible full-time employee or director may elect to receive all
of  his  or her compensation for the 2000 Calendar Year in the form of Shares of
Common  Stock,  in  lieu  of  cash,  based  upon  the  Stock Price. Employees or
directors  so electing to receive Common Stock in lieu of 2000 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  or  directors  will  receive that number of
Shares  equal  to  his  or  her  2000  compensation.

2.1.4.     If an electing employee or director terminates service before the end
of  the  2000 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 2000
Calendar  Year. However, in the case of an employee who is laid off or otherwise
terminated  by  the  Company  (other  than for cause) before the end of the 2000
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  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 2000 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  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,
2000  through  December 31, 2000, the Company will notify each eligible employee
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 or director will
receive his or her compensation for the Designated Month in the manner set forth
in  the  election  form.

2.2.4.     An employee 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 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 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 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 or director does not dispose of any Option C
Shares  for  30 months after the Shares are allocated and remains an employee or
director of the Company for such period, then the Company will make a payment to
the employee 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
or  director  an employee 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 3,500,000 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.

3.2.     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
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.

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

                                    EXHIBIT A
                                    ---------


               ELECTION UNDER 2000 STOCK WAGE AND FEE PAYMENT PLAN


     This  election  is  made  by  the undersigned eligible employee or director
under  the  2000  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 1999 Calendar Year denoted below in the form of Common Stock:

                        __________     January  1999
                        __________     February  1999
                        __________     March  1999
                        __________     April  1999
                        __________     May  1999
                        __________     June  1999
                        __________     July  1999
                        __________     August  1999
                        __________     September  1999
                        __________     October  1999
                        __________     November  1999
                        __________     December  1999


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:__________________________________

<PAGE>
                                    EXHIBIT B
                                    ---------


               ELECTION UNDER 2000 STOCK WAGE AND FEE PAYMENT PLAN


     This  election  is  made  by  the undersigned eligible employee or director
under  the  2000  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 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:__________________________________


<PAGE>
                                    EXHIBIT C
                                    ---------


               ELECTION UNDER 2000 STOCK WAGE AND FEE PAYMENT PLAN


     This  election  is  made  by  the undersigned eligible employee or director
under  the  2000  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 2000 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:__________________________________