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                                                                    EXHIBIT 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of February 20, 2004 by and between TransCore Holdings, Inc., a
Delaware corporation (the "Company"), and John M. Worthington, an individual
resident of the Commonwealth of Pennsylvania ("Employee").

                                    RECITALS

     A.   The Company and Employee are parties to that certain Employment
Agreement dated September 3, 1999 (the "1999 Agreement"), pursuant to which the
Company has employed Employee as its President and Chief Executive Officer.

     B.   Each of the Company and Employee desires to amend and restate the 1999
Agreement as set forth in this Agreement.

     C.   The term "TransCore Entities" shall mean collectively the Company and
its direct and indirect subsidiaries; and each of the TransCore Entities, a
"TransCore Entity").

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

          1.   Employment. The Company shall employ Employee, and Employee
accepts employment with the Company, upon the terms and conditions set forth in
this Agreement for the period beginning on the date hereof and ending as
provided in Section 4 hereof (the "Employment Period").

          2.   Position and Duties.

               a.   Service with Company. During the Employment Period, Employee
shall serve as President and Chief Executive Officer of the Company (and any
other TransCore Entity as the Board of Directors of the Company (the "Board")
may request from time to time), and shall have the normal and reasonable duties,
responsibilities and authorization commensurate with such position. Employee's
services pursuant to this Agreement shall be performed at the Company's place of
business in Hummelstown, Pennsylvania or at such other facilities of the Company
as the Company and the Employee may agree from time to time; provided, however,
that Employee may refuse in his sole and absolute discretion any change in
location of such facilities by more than 20 miles from the Company's facilities
located at 8158 Adams Drive, Liberty Centre, Building 200, Hummelstown, PA
17036.

               b.   Performance of Duties.

                    i.   Employee agrees to perform Employee's duties and
responsibilities to the best of Employee's abilities in a reasonably diligent,
trustworthy and


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businesslike manner. Employee further agrees to devote such business time,
attention and effort to the business and affairs of the TransCore Entities as
the Employee and the Board mutually agree is sufficient to perform Employee's
duties. Employee hereby confirms that he is under no contractual commitments
inconsistent with his obligations set forth in this Agreement and that during
the term of this Agreement, he will not render or perform services for any other
corporation, firm, entity or person which are inconsistent with the provisions
of this Agreement. Nothing herein shall prevent Employee from serving from time
to time as a board member, officer or trustee of (x) any charitable organization
or (y) any other entity that does not compete with the Company or its
subsidiaries (within the meaning of Section 7 below); provided that Employee's
time commitments to any such charitable organization or other entity do not
materially impact on Employee's abilities to perform his duties hereunder.

                    ii.  The Company shall use best efforts to cause its
business to be operated in a professional and ethical manner and in accordance
with all applicable laws. The Company shall treat Employee in a fair and
nondiscriminatory manner, and shall provide Employee with such amenities (e.g.,
office, furnishings, and staff) as are commensurate with his position.

          3.   Compensation.

               a.   Base Salary. Effective as of November 1, 2003, Employee's
base salary shall be $350,000 per annum, increased by a factor which reflects
the greater of (i) the rate of change in the Consumer Price Index for all Urban
Consumers (CPI-U, U.S. City Average, All Items) issued by the United States
Department of Labor, Bureau of Labor Statistics, for the preceding twelve months
or (ii) the average annual percentage increase in salaries included in the
preparation of the Company's annual budget (as adjusted, the "Base Salary") (it
being the intent of the parties that the Company shall pay to Employee as soon
as practicable after the date hereof an amount equal to the difference between
(i) Employee's base salary actually received for the period beginning November
1, 2003 and ending the date hereof and (ii) the amount that would have been paid
to Employee over such period had his annualized base salary for such period
(such annualized base salary for such prior period to be referred to herein as
the "Former Base Salary") been $350,000 as of November 1, 2003); provided,
however, that the maximum amount by which the Base Salary may be increased
pursuant to this first sentence of Section 3(a) shall not exceed five percent
(5%) per annum. The Base Salary shall be paid in regular installments in
accordance with the Company's general payroll practices, including those related
to withholding for taxes, insurance and similar items. The compensation payable
to Employee during each subsequent year during the Employment Period shall be
established by the Board following an annual performance review, but in no event
shall the Base Salary for any subsequent year be less than the Base Salary in
effect for the prior year.

               b.   Bonus for fiscal year ended January 31, 2004. Subject to the
criteria set forth in this Section 3(b) below, Employee shall be paid a bonus
(the "Initial Performance Bonus") with respect to the fiscal year ended January
31, 2004 equal to an aggregate of up to 100% of Employee's Former Base Salary
based on the extent to which the Company's EBITDA (as defined in Section 3(d)
below) after giving effect to the payment of all Performance Bonuses to the Core
Management Team (as hereinafter defined) meets or exceeds

                                       2
<PAGE>

95% of its Initial EBITDA Target. For purposes of this Agreement, the Initial
EBITDA Target shall mean $61,453,176 as more fully described on Exhibit A
attached hereto. The Initial Performance Bonus shall be determined as follows:

                    i.   In the event the EBITDA for the fiscal year ended
January 31, 2004 after giving effect to the payment of all Performance Bonuses
to the Core Management Team (the "Initial Actual EBITDA") is less than or equal
to 95% of the Initial EBITDA Target, no Initial Performance Bonus shall be
payable.

                    ii.  In the event the Initial Actual EBITDA is greater than
95% of the Initial EBITDA Target but less than or equal to 100% of the Initial
EBITDA Target, the Initial Performance Bonus shall be payable in an amount to be
calculated using the following formula:

Initial Performance Bonus = [Former Base Salary / 3] x {[(Initial Actual EBITDA
/ Initial Target EBITDA) - 0.95] / 0.05}.

                    iii. In the event the Initial Actual EBITDA is greater than
100% of the Initial EBITDA Target, the Initial Performance Bonus shall be
payable in amount equal to the sum of (a) 33.33% of Former Base Salary plus (b)
an amount to be determined by the following formula:

          .50 x (Initial Actual EBITDA - Initial Target EBITDA) x Employee's
Percentage

For purposes of this Agreement, Employee's Percentage shall mean the percentage
computed by a fraction, the numerator of which shall be Employee's Base Salary
for the given fiscal year (but for the fiscal year ended January 31, 2004, such
Employee's Former Base Salary) and the denominator of which shall be Employee's
Base Salary (but with respect to the fiscal year ended January 31, 2004, the
Employee's Former Base Salary) for such fiscal year plus the Base Salaries in
such fiscal year (but in the fiscal year ended January 31, 2004, the Former Base
Salaries) of Messrs. Simler, Foote, Sparks and Gravelle (being together with
Employee the "Core Management Team"), together with any other person that at
least four members of the Core Management Team expressly consents (which consent
may be granted or withheld in Employee's sole and absolute discretion) to
participation in this bonus program and such other person's participation is
approved by the Board. In no event shall the Initial Performance Bonus exceed,
in the aggregate, 100% of Employee's Former Base Salary.

               c.   Bonus for each fiscal year ended on and after January 31,
2005. Subject to the criteria set forth in this Section 3(c) below, Employee
shall be paid a bonus (each, a "Subsequent Performance Bonus", and together with
the Initial Performance Bonus, the "Performance Bonus") with respect to each
fiscal year ending on and after January 31, 2005 (provided, however, that in the
event the Company's fiscal year is changed, the Performance Bonus amount,
targets and objectives shall (i) be pro-rated for the number of months in any
partial year and (ii) proportionately increased to the extent such change in
fiscal year results in the last day of a given fiscal year being greater than 12
months after the last day of the preceding fiscal year) equal to up to but not
in excess of 80% of Employees' Base Salary for such fiscal

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year, one-half (the "Objectives Component") of which shall be based upon
objectives jointly agreed to by the Compensation Committee of the Board and
Employee (provided, however, that if Employee and the Compensation Committee of
the Board are unable to agree on such objectives, the determination of the
Compensation Committee of the Board shall be determinative with respect to the
objectives), and one-half (the "EBITDA Component") of which (with the full 40%
of Employee's Base Salary being referred to as the "Maximum EBITDA Component")
shall be based on the extent to which the Company meets or exceeds a specified
percentage of its EBITDA targets (after giving effect to the payment of all
Performance Bonuses) for the applicable fiscal year, such targets to be
determined annually in writing (and attached hereto as a substitute Exhibit A
and made a part hereof and binding on the parties hereto) in advance of each
such fiscal year based upon the EBITDA targets set forth in the Company's annual
business plan for the applicable fiscal year (as presented by senior management
of the Company and approved by the Board (the "EBITDA Target"). The EBITDA
Component of each Subsequent Performance Bonus shall be determined as follows:

                    i.   In the event the EBITDA for the applicable fiscal year
after giving effect to the payment of all Performance Bonuses to the Core
Management Team (the "Actual EBITDA") is less than 95% of the EBITDA Target, no
EBITDA Component of the Subsequent Performance Bonus shall be payable.

                    ii.  Subject to the chart immediately below in this Section
3(c)(ii), in the event the Actual EBITDA after giving effect to the payment of
all Performance Bonuses to the Core Management Team is greater than or equal to
95% of the EBITDA Target, the EBITDA Component shall be equal to 50% of the
Maximum EBITDA Component. The portion of the Maximum EBITDA Component for which
Employee is entitled shall be increased to 60%, 70%, 80%, 90% or 100% to the
extent the percentage by which the Actual EBITDA bares to the EBITDA Target (the
"Actual EBITDA Percentage") is increased to 96%, 97%, 98%, 99% and 100%,
respectively. To illustrate the two previous sentences, the EBITDA Component of
the Subsequent Performance Bonus shall be payable in amount to be calculated
using the following formulas:

<TABLE>
<CAPTION>
ACTUAL EBITDA
 PERCENTAGE                                 FORMULA
 ----------                                 -------
<S>                                 <C>
    95%                             (Base Salary x .40) x .50
    96%                             (Base Salary x .40) x .60
    97%                             (Base Salary x .40) x .70
    98%                             (Base Salary x .40) x .80
    99%                             (Base Salary x .40) x .90
   100%                             Base Salary x .40
</TABLE>

                    iii. In the event the Actual EBITDA is greater than 100% of
the EBITDA Target, subject to the cap on any Subsequent Performance Bonus to 80%
of Employee's Base Salary, the EBITDA Component of the Performance Bonus shall
be payable in an amount greater than the Maximum EBITDA Component solely in the
discretion of the

                                       4
<PAGE>

Compensation Committee; provided, however, that in the event the Actual EBITDA
is greater than or equal to 102% of the EBITDA Target, subject to the cap on any
Subsequent Performance Bonus of 80% of Employee's Base Salary, Employee shall be
entitled, in addition to the Maximum EBITDA Component, to an amount equal to
Employee's Base Salary multiplied by .10.

In no event shall (i) any Objectives Component exceed 40% of Employee's Base
Salary and (ii) any Subsequent Performance Bonus exceed, in the aggregate, 80%
of Employee's Base Salary.

               d.   EBITDA Defined; Time of Bonus Payment; Other Discretionary
Bonus. The Performance Bonus contemplated by Sections 3(b) and 3(c) shall be
paid to Employee not later than 5 days following the issuance of audited
financial statements of the Company for the end of the fiscal year for which the
Performance Bonus relates. For purposes of this Agreement, EBITDA shall mean
earnings before interest, taxes, depreciation and amortization, all as
determined in accordance with GAAP consistently applied, but without including
as expenses (a) any bank fees, expenses or charges related to any loan or credit
facility (including, without limitation, any fees, expenses or charges
attributable to bank monitoring or auditing), (b) any fees or charges paid or
owed to KRG Capital Partners or its affiliates or any affiliates of the other
"Investors" or any other intercompany charges, (c) expenses related to (i)
extraordinary business acquisition transactions (by merger or otherwise) or
sales of the business of any TransCore entity (by merger or otherwise) and (ii)
discontinued operations or (d) expenses which are similar to those contemplated
by (a) through (c) of this sentence as reasonably and mutually agreed upon by
the parties (including, without limitation, for purposes of the fiscal year
ended January 31, 2004, the "Additional Board Fees", "Viastar Subdebt Escrow"
expenses and "Earnouts for commissions" reflected on Exhibit A attached hereto
for such fiscal year ended January 31, 2004). In addition, the Employee shall be
entitled to such additional bonus amounts as the Board of Directors of the
Company from time to time in its sole discretion deems appropriate.

               e.   Participation in Benefit Plans. During the Employment
Period, Employee shall be entitled to participate in all of the Company's normal
benefit plans ("Benefits") which have been established for the other employees
of the Company, including, without limitation, health, dental, life, disability,
vacation, sick leave and other benefits. For purposes of calculating
participation and level of benefits for all Benefits which are based on years of
service, Employee shall receive credit for all prior service with the Company
and its subsidiaries as well as services prior to September 3, 1999 with
TransCore, LP, a Delaware limited partnership f/k/a Syntonic Technology, Inc., a
Delaware corporation (and its predecessors, including Syntonic Technology, Inc.,
a Pennsylvania corporation, and Toll Systems Technology International), and
Science Applications International Corporation; provided, however, that such
service prior to September 3, 1999 and any contracts or agreements relating
thereto shall not be applicable for, and Employee shall have no right to receive
any payments from any TransCore Entity with respect to, any severance
arrangements other than pursuant to Section 4(f) hereof.

               f.   Expenses and Allowances. During the Employment Period, the
Company shall reimburse Employee for all reasonable out-of-pocket expenses
incurred in the

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course of performing his duties under this Agreement in accordance with the
Company's customary and normal practices, but subject to the presentment of
appropriate vouchers in accordance with the Company's normal policies for
expense verification. In addition to the foregoing, Employee shall have an
unaccountable expense allowance of $15,000 per annum. Employee shall be entitled
to participate in the TransCore Holdings, Inc. 1999 Stock Option and Incentive
Plan.

          4.   Term.

               a.   Duration of Employment. The Employee shall be employed for
an initial period commencing on the date hereof and ending January 31, 2008 (the
"Extended Term"). The Employment Period shall terminate prior to the expiration
of the Extended Term in the event that at any time during such term:

                    i.   Employee dies;

                    ii.  Employee becomes "disabled" (as defined in Section
4(d)) and the Board notifies Employee in writing of its election to terminate
this Agreement;

                    iii. The Board elects to terminate this Agreement for
"cause" and notifies Employee in writing of such election and any cure period,
if applicable, shall have expired, without cure by Employee;

                    iv.  The Board elects to terminate this Agreement without
"cause" and notifies Employee in writing of such election, Employee has been
"constructively terminated" or a Change of Control has occurred (as defined in
Section 12(f) below);

                    v.   Employee elects to terminate this Agreement as a result
of (x) the Company's breach in any material respect of its duties hereunder or
under any other material agreement between the Employee on the one hand and any
TransCore Entity on the other, including, without limitation, Company's failure
to pay to Employee any amounts due hereunder or any stock appreciation rights or
amounts due to Employee pursuant to any "Fixed Benefit", "Phantom Stock Options"
as such terms are defined in the TransCore 1999 Employee Retention Plan B or
Company's change in the location where Employee is to perform services in
violation of Section 2(a) above, and failure of the appropriate person to cure
such default, if capable of cure, within 180 days if caused by default (or an
effort to avoid default) under any bank facilities of the TransCore Entities or
otherwise within 30 days of receipt of notice from Employee of such breach or
(y) Company's (or one or more of its significant subsidiaries) filing for
bankruptcy protection, reorganization, insolvency, or similar laws or the
Company's assignment for the benefit of its creditors; provided, however, that
Employee may not terminate this agreement under this Section 4(a)(v)(y) if the
Company files for Chapter 11 bankruptcy proceedings and within 90 days
thereafter affirms its obligations under this Agreement; or

                    vi.  Employee elects to terminate this Agreement for any
other reason or for no reason, and notifies the Company in writing of such
election.

                                       6
<PAGE>

     If this Agreement is terminated pursuant to subsections (i) or (ii) of this
Section 4(a) or pursuant to subsections (iii) or (v) where no rights or ability
to cure exists, such termination shall be effective immediately, subject to the
survival of certain provisions identified herein, including, without limitation,
those provisions in Section 4(f) below. If this Agreement is terminated pursuant
to subsection (iii) or (v) of this Section 4(a) where notice is required with an
opportunity to cure, such termination shall be effective thirty (30) days after
delivery of the notice of termination if such breach has not been cured. In all
other cases, the agreement shall terminate on the date specified in the notice
of termination, but not earlier than thirty (30) days following delivery of such
notice.

               b.   "Cause" Defined. As used in this Agreement, the term "cause"
shall mean:

                    i.   Employee has breached the provisions of Sections 5, 6,
7 or 8 of this Agreement in any material respect, which is likely to have a
material adverse impact on the Company;

                    ii.  Employee has engaged in willful and material
misconduct, including willful and material failure to perform Employee's duties
as an employee of the Company as required under this Agreement and has failed to
"cure" such default within thirty (30) days after receipt by Employee of written
notice from the Company specifying in reasonable detail Employee's failure or
misconduct;

                    iii. Employee has committed fraud, willful and material
misappropriation which would have a material adverse affect on any TransCore
Entity, or embezzlement in connection with the business of the TransCore
Entities; or

                    iv.  Employee has been convicted of or has pleaded nolo
contendere to a felony involving moral turpitude, which shall not include any
traffic related felonies.

     In the event that the Company terminates Employee's employment for "cause"
pursuant to subsection (iii) of Section 4(a) and Employee objects in writing to
the Board's determination that there was proper "cause" for such termination
within thirty (30) days after Employee is notified of such termination, the
matter shall be resolved by arbitration in accordance with the provisions of
Section 9(a). If Employee fails to object to any such determination of "cause"
by the Company in writing within such thirty (30) day period, he shall be deemed
to have waived his right to object to that determination. If such arbitration
determines that there was not proper "cause" for termination, such termination
shall be deemed to be a termination pursuant to subsection (iv) of Section 4(a).

               c.   Effect of Termination. Notwithstanding any termination of
this Agreement, Employee, in consideration of his employment hereunder to the
date of such termination, shall remain bound by the provisions of this Agreement
which specifically relate to periods, activities or obligations upon or
subsequent to the termination of Employee's employment.

                                       7
<PAGE>

                    i.   If this Agreement terminates by reason of Section
4(a)(ii), Company shall pay to Employee all monies owing to Employee in
accordance with Section 4(f)(i) below for the Non-Competition Period and
Employee shall be bound by the provisions of Sections 7 and 8 of this Agreement
during the Non-Competition Period.

                    ii.  If this Agreement terminates by reason of Section
4(a)(iv) or (v), Company shall pay to Employee all monies owing to Employee in
accordance with Section 4(f)(ii) or (iii) below, as applicable, and Employee
shall be bound by the provisions of Sections 7 and 8 for the same period in
which Employee is entitled to and paid severance hereunder in accordance with
Sections 4(f)(ii) or (iii), as the case may be.

                    iii. If this Agreement shall expire in accordance with its
terms without renewal and Employee elects to terminate his employment under
Section 4(f)(iv)(y) below, Company shall pay to Employee all monies owing to
Employee in accordance with Section 4(f)(iv) below and Employee shall be bound
by the provisions of Sections 7 and 8 for the same period in which Employee is
entitled to and paid severance hereunder.

                    iv.  If this Agreement terminates by reason of Section
4(a)(i), (iii) or (vi), Company shall pay to Employee all monies owing to
Employee in accordance with Section 4(f)(v) below, and if such termination is by
reason of Section 4(a)(iii) or (vi) Employee shall be bound by the provisions of
Sections 7 and 8 during the Non-Competition Period.

If the Company or any of its subsidiaries or affiliates fails to make any
payments owed to Employee under this Agreement or any other agreement subsequent
to termination, within 10 business days of the due date of any such payment, or
the Company fails to provide the Benefits to Employee required hereunder
following termination and fails to reinstate such Benefits retroactively within
15 business days of receipt by Company of notice from Employee describing same,
Employee may, in his sole and absolute discretion, pursue all legal and
equitable rights and remedies against the Company or any of its subsidiaries or
affiliates, as the case may be, to collect such payments which shall accelerate
and be due immediately and enforce such Benefits; provided further, that in
addition to and not in lieu of the other remedies set forth herein, Employee
shall not be bound by the provisions of Sections 7 and 8 of this Agreement
during any period where the Company is in default under one or more payment
obligations hereunder equal to at least $5,000 in the aggregate.

               d.   "Disabled" Defined. As used in this Agreement, the term
"disabled" means any mental or physical condition which renders Employee unable
to perform the essential functions of his position, with reasonable
accommodation, for a period in excess of 180 consecutive days or more than 270
days during any period of 365 calendar days.

               e.   Surrender of Records and Property. Upon termination of
Employee's employment with the Company, Employee shall deliver promptly to the
Company all records, manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, data, tables, calculations or copies thereof, which
are the property of any TransCore Entity or which relate in any way to the
business, products, practices or techniques of any TransCore Entity, and all
other property, trade secrets and confidential information of the

                                       8
<PAGE>

TransCore Entities, including but not limited to, all documents which in whole
or in part contain any trade secrets or confidential information of any
TransCore Entity, which in any of these cases are in Employee's possession or
under Employee's control.

               f.   Wage Continuation.


                    i.   If Employee's employment with the Company is terminated
pursuant to subsection (ii) of Section 4(a), the Company shall (x) continue to
pay to Employee his Base Salary (less any payments received by Employee or his
beneficiaries from any disability income provided to him by the Company) and any
Performance Bonus for all periods prior to termination (pro rated for such year)
and continuing with respect to the Base Salary through the Non-Competition
Period (as defined below), and (y) continue to provide health insurance (the
extension of which shall limit or remove any COBRA obligations to the extent the
traditional terms thereunder are reduced by such additional benefit), dental,
disability and all other Benefits existing on the date of termination (on
substantially the same terms as those in place at termination) for Employee
through the Non-Competition Period.

                    ii.  If Employee's employment with the Company is terminated
pursuant to subsection (iv) or (v) of Section 4(a) (other than as the result of
a Change of Control), the Company shall continue to pay to Employee his Base
Salary and any Performance Bonus for all periods prior to termination (pro rated
for such year) and continue to pay Employee at a rate of two times his Base
Salary for a period of 24 months following Employee's termination, and the
Company shall continue to provide health insurance (the extension of which shall
limit or remove any COBRA obligations to the extent the traditional terms
thereunder are reduced by such additional benefit), dental, disability and all
other Benefits existing on the date of termination (on substantially the same
terms as those in place at termination) for Employee for a period of 24 months
following Employee's termination.

                    iii. If Employee's employment with the Company is terminated
pursuant to Section 4(a)(iv) as the result of a Change of Control, the Company
shall (i) continue to pay to Employee his Base Salary and any Performance Bonus
for all periods prior to termination (pro rated for such year) and continue to
pay Employee at a rate of one and one-half times his Base Salary until, and
terminate upon, the 24 month anniversary of the date of such termination;
provided, however, that if Employee rejects continued or new employment, as the
case may be, with the Company or the acquirer thereof, where such continued or
new employment is equivalent or superior to the employment contemplated
hereunder (it being the intent of the parties that factors to be considered in
evaluating the meaning of equivalent or superior employment shall include, in
addition to compensation and job duties, the nature of the contractual
protections of the employer and Employee, and whether such contractual
protections are, on the whole (including a comparison of severance and
restrictive covenants), equivalent or superior from the viewpoint of Employee to
those contained in this Agreement), the Company shall continue to pay Employee
at a rate of one and one-half times his Base Salary until, and terminate upon,
the six month anniversary of the date of such termination and (ii) the Company
shall continue to provide health insurance (the extension of which shall limit
or remove any COBRA obligations to the extent the traditional terms thereunder
are reduced by such additional benefit), dental, disability and all other
Benefits existing on the date of termination (on

                                       9
<PAGE>

substantially the same terms as those in place at termination) for Employee for
the appropriate period contemplated in clause (i) of this Section 4(f)(iii)
above.

                    iv.  If this Agreement shall expire in accordance with its
terms without renewal, the Company shall continue to pay to Employee his Base
Salary and any Performance Bonus for all periods prior to termination (pro rated
for such year) and Employee may elect, within 30 days subsequent to the
expiration of this Agreement, either to (x) continue with the Company as an "at
will" employee upon terms mutually acceptable to Employee and the Company in
which event Employee will have no obligations under Sections 7 or 8 of this
Agreement or (y) terminate his employment with the Company, in which case the
Company shall continue to pay Employee at a rate of one and one-half times his
Base Salary for a period of 6 months following Employee's termination. In the
event of termination under Section (4)(f)(iv)(y), Employee shall be bound by the
provisions of Sections 7 and 8 for a period of 6 months following the date of
such termination.

                    v.   If this Agreement is terminated pursuant to subsection
(i), (iii) or (vi) of Section 4(a), Employee's right to his Base Salary,
Performance Bonuses for all periods after termination and benefits shall
terminate on the effective date of termination, except as may otherwise be
required by applicable law; provided that any amounts owed to Employee on that
date for Base Salary and Performance Bonuses shall be paid to Employee within
thirty (30) days of termination.

               g.   Other Benefits. All of Employee's rights to any other
employee benefit hereunder (except as described above or pursuant to law)
accruing after the termination of the Employment Period shall cease upon such
termination. Upon termination of this Agreement for any reason whatsoever,
Employee shall have the right to receive any accrued but unused comprehensive
leave or vacation time and any and all Benefits and expense reimbursements due
employee pursuant to Sections 3(e) and 3(f) as of termination.

               h.   Notice of Intent to Renew. Not later than two hundred
seventy (270) days prior to the expiration of this Agreement by its terms, the
Company shall notify Employee in writing of its intent to negotiate an extension
or new agreement with Employee.

               i.   "Constructive Termination" Defined. For purposes of this
Agreement, "constructive termination" shall mean the assignment to Employee of
any duties inconsistent in any respect with Employee's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2(a) of this Agreement, or any other
action by the Company which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by
Employee.

               j.   Vesting. Any shares of Class B-1 Convertible Preferred Stock
of the Company (the "Class B Shares") held by Employee shall vest (A) 100% at
the time of termination of employment pursuant to Section 4(a)(iv) or (v), and
(B) partially on a pro rata basis in the event of termination of employment
pursuant to Sections 4(a)(i), 4(a)(ii), 4(a)(iii) or

                                       10
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4(a)(vi) hereof, but in each case as follows: In the event of Employee's
termination of service to Company and/or its subsidiaries contemplated hereunder
prior to the Measurement Date (as defined below), on Employee's date of
termination a portion of the Class B Shares held by Employee shall vest equal to
the product (rounded to the nearest whole number) of (1) the number of Class B
Shares held by Employee multiplied by (2) a fraction, the numerator of which
shall be the number of weeks of service provided by Employee to the Company
hereunder and under the 1999 Agreement between the date of grant of the Class B
Shares to Employee and the date of termination of Employee and the denominator
of which shall be the number of weeks between the date of grant of the Class B
Shares to Employee and the Measurement Date. The "Measurement Date" shall mean
the earlier of (x) the closing of a "Public Offering" as defined in the
Certificate of Designation for the Class B Shares, (y) the closing of a
"Fundamental Change," a "Change of Ownership" or a "Liquidation Event," each as
defined in the Certificate of Designation for the Class B Shares or (z) five
years from the date of grant of the Class B Shares to Employee. All stock
options granted to Employee under the TransCore Holdings, Inc. 1999 Stock Option
and Incentive Plan (the "SOP") shall vest (A) 100% at the time of termination of
employment pursuant to Section 4(a)(iv) or (v), and (B) in all other situations
shall remain vested in accordance with the terms of such SOP. All stock
appreciation rights, fixed benefits or similar options, warrants or rights to be
granted to Employee under the TransCore 1999 Employee Retention Plan B or the
Transcore Holdings, Inc. 1999 Stock Appreciation Rights Plan (collectively, the
"Other Plans") (other than the Class B Shares and stock options previously
described above) will vest (A) 100% at the time of termination of employment
pursuant to Section 4(a)(i), (ii), (iv) or (v), and (B) partially on a pro rata
basis in the event of termination of employment pursuant to Section 4(a)(iii) or
(vi). In addition, if Employee is entitled to terminate his employment pursuant
to Section 4(a)(v) above, all stock options, stock appreciation rights, fixed
benefits or similar options, warrants or rights granted to Employee under any of
the Other Plans, the SOP or the Restricted Stock Agreement of even date herewith
between the Company and the Employee (the "Restricted Stock Agreement"),
including the Class B Shares, shall vest 100% upon occurrence of the event
outlined in Section 4(a)(v). The vesting provisions in this Employment Agreement
shall control to the extent that the provisions hereof are inconsistent with any
other vesting provisions under the SOP, the Other Plans or the Restricted Stock
Agreement. The provisions of this Section shall survive termination of this
Agreement for any reason. Except as expressly set forth herein with respect to
the Class B Shares, no vested options, stock appreciation rights, phantom stock
options or similar rights or options granted under the Other Plans, the SOP or
the Restricted Stock Agreement will be subject to forfeiture.

          5.   Confidential Information. As used herein, the term "Confidential
Information" shall mean all information disclosed to Employee or known by
Employee as a consequence of or through Employee's employment by the Company
hereunder (including, without limitation, information belonging to third parties
or companies affiliated with or related to the TransCore Entities in any
TransCore Entity's possession) not generally known in the trade or industry in
which such information is used, about any TransCore Entity's products,
processes, services, customers, marketing strategy and business plans. Employee
agrees that it will not disclose any Confidential Information to any
unauthorized person without the prior written consent of the Board except (i) as
required by law, (ii) to professionals engaged by the TransCore Entities, such
as attorneys, accountants or other advisors, (iii) as required by court order,
(iv) in the ordinary course of the TransCore Entities' business to a third
party, including,

                                       11
<PAGE>

without limitation, to the TransCore Entities' customers under appropriate
confidentiality provisions or (v) to a regulatory or governmental agency or
authority in connection with the TransCore Entities' business. Confidential
Information shall not include matters which become generally known in the trade
or industry in which such information is used other than as a result of
Employee's acts or omissions to act. Employee shall deliver to the Company at
the termination of the Employment Period, or at any other time as the Company
may request, all memoranda, notes, plans, records, computer tapes and software
and other documents and data (and copies thereof) relating to the Confidential
Information or the business of the TransCore Entities which Employee may then
possess or have under Employee's control.

          6.   Ventures. If during the Employment Period Employee is engaged in
or associated with the planning or implementing of any project, program or
venture involving any TransCore Entity and a third party or parties, all rights
in such project, program or venture shall belong to such TransCore Entity.
Except as formally approved by the Board, Employee shall not be entitled to any
interest in such project, program or venture or to any commission, finder's fee
or other remuneration in connection therewith other than the compensation to be
paid to Employee as provided in this Agreement.

          7.   Covenant not to Compete.

               a.   Agreement Not to Compete. During the period of time
commencing on the date hereof and continuing until the earlier to occur of (a)
the second annual anniversary of the end of the Employment Period or (b) any
shorter period as prescribed by the subparagraphs of Section 4(c) or 4(f)(iv)
hereof (the "Non-Competition Period"), Employee agrees not to, directly or
indirectly, engage in competition with the Company or any of its subsidiaries in
any manner or capacity (e.g., as an advisor, principal, agent, partner, officer,
director, stockholder, employee, or otherwise) in the provisioning and support
of services, software, systems and products for sale for (i) toll collection,
(ii) traffic management and violation enforcement, (iii) radio frequency
identification (RFID) based rail, truck and intermodal container asset tracking,
(iv) parking, (v) access control, (vi) airport ground transportation, (vii)
mCommerce utilizing vehicle based RFID devices, (viii) homeland security data
capture applications and processing for borders, facilities and for tracking and
sealing the transport of freight, (ix) electronic vehicle registration, (x) load
matching truck freight, (xi) freight exchange for transportation by truck, (xii)
transportation management for brokers, carriers and thirty party logistic
providers, and (xiii) commercial carrier compliance with fuel tax, titling and
driver log regulations (collectively, the "Business"); provided, however, that
such definition of "Business" shall be reviewed by the parties on an annual
basis and adjusted upon such review for new business areas of or acquisitions
made by the Company. Notwithstanding the foregoing, Employee shall not be in
violation of this Section 7(a) in the event Employee becomes an advisor, agent,
officer, employee or otherwise assumes a role or position with a third party
which engages in competition with the Company (a "Third Party Competitor") that
would, if such competitive activity was undertaken directly by Employee, result
in a violation of this Section 7(a) if (x) the business or operations of such
Third Party Competitor that would, if undertaken directly by Employee, be in
violation of this Section 7(a) (the "Competitive Operations") is responsible for
producing less than 10% of the total revenues or net income of such Third Party
Competitor and (y) Employee is not employed by or engaged by and otherwise

                                       12
<PAGE>

does not provide any work for or services to the Competitive Operations of such
Third Party Competitor.

               b.   Geographic Extent of Covenant. The obligations of Employee
under Section 7(a) shall apply to any geographic area in which the Company or
any subsidiary has engaged in business during the Employment Period through
customer relations, production, promotional, sales or marketing activity, or
otherwise.

               c.   Limitation on Covenant. Ownership by Employee, as a passive
investment, of less than five percent (5%) of the outstanding shares of capital
stock of any corporation listed on a national securities exchange or publicly
traded in the over-the-counter market shall not constitute a breach of this
Section 7.

               d.   Indirect Competition. During the Non-Competition Period,
Employee agrees not to, directly or indirectly, assist or encourage any other
person in carrying out, directly or indirectly, any activity that would be
prohibited by the above provisions of this Section 7 if such activity were
carried out by Employee, either directly or indirectly; and in particular,
Employee agrees not to, directly or indirectly, induce any employee of the
Company or any subsidiary of the Company to carry out, directly or indirectly,
any such activity.

          8.   Non-Solicitation. During the Non-Competition Period Employee
agrees not to, in any capacity (including as owner, member, partner,
shareholder, consultant, advisor, financier, agent, employee, officer, director,
manager or otherwise), whether directly, indirectly or through affiliates, for
its or his own account or for the benefit of any person or entity:

               a.   Solicit, contract, engage, retain, divert, induce (or
attempt to induce) or accept business from or otherwise take away or interfere
with any customer of any TransCore Entity or any prospective customer of any
TransCore Entity with which any TransCore Entity has had a substantial business
contact during the Non-Competition Period for the purpose of providing the same
or similar services or goods as that of any TransCore Entity; and/or

               b.   Solicit, divert or induce (or attempt to induce) any of the
employees of any TransCore Entity to leave or to work for Employee or any person
or entity with which Employee is connected or otherwise hire, engage, employ or
retain any such employee(s).

               c.   (i) Induce (or attempt to induce) any of the consultants of
any TransCore Entity to terminate or modify adversely their respective
relationships with such TransCore Entity or (ii) solicit, divert or induce (or
attempt to induce) any of such consultants to work, consult and/or otherwise
perform services for Employee (or any person or entity with which Employee is
connected) for the purpose of supporting Employee (or such person or entity with
which Employee is connected) in the provision of the same or similar services as
provided by any TransCore Entity.

Notwithstanding the foregoing, nothing herein shall preclude Employee from
pursuing

                                       13
<PAGE>

opportunities with another senior officer of any TransCore Entity in the event
(i) Employee is terminated pursuant to Section 4(a)(iv) or Employee terminates
his or her employment pursuant to Sections 4(a)(iv) or 4(a)(v) and (ii) such
other senior officer is terminated without cause or terminates his employment as
the result of a "change of control" (where equivalent or superior employment is
not offered to such senior officer) or "constructive termination" pursuant to
the terms of such senior officer's employment agreement with the Company (a
"Terminated Officer Employment Agreement") or such senior officer terminates his
or her employment following a breach by the applicable TransCore Entity, as the
case may be, of the terms of such senior officer's Terminated Officer Employment
Agreement for which any opportunity for cure has expired.

          9.   Settlement of Disputes.

               a.   Arbitration. The parties shall use their best efforts to
amicably resolve any disputes, controversies or misunderstandings concerning the
terms and provisions of this Agreement prior to seeking arbitration pursuant to
this Section. Should the parties be unable to amicably resolve such disputes,
controversies or controversies concerning this Agreement, except as provided in
Section 9(c), any such claims or disputes of any nature between the Company and
Employee arising from or related to the performance, breach, termination,
expiration, application, or meaning of this Agreement or any matter relating to
Employee's employment and the termination of that employment by the Company
shall be resolved exclusively by arbitration in Philadelphia, Pennsylvania, in
accordance with the Commercial Arbitration Rules of JAMS/Endispute sitting in
Philadelphia, Pennsylvania (the "JAMS"). The arbitration will be conducted by
one arbitrator to be mutually agreed upon by Employee and the Company. If
Employee and the Company are unable to agree upon such arbitrator within 30 days
of the initiation of proceedings, the JAMS will select such arbitrator at
random. The fees of the arbitrator and other costs incurred by Employee and the
Company in connection with such arbitration shall be paid by the party who is
unsuccessful in such arbitration. The parties may obtain discovery in aid of the
arbitration to the fullest extent permitted under Law. All discovery disputes
shall be resolved by the arbitrator.

               b.   Binding Effect. The decision of the arbitrator shall be
final and binding upon both parties. Judgment of the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. In the event
of a submission of any dispute to arbitration, each party shall, not later than
thirty (30) days prior to the date set for hearing, provide to the other party
and to the arbitrator a copy of all exhibits upon which the party intends to
rely at the hearing and a list of all persons each party intends to call at the
hearing.

               c.   Resolution of Certain Claims - Injunctive Relief. Section
9(a) shall have no application to claims by the Company asserting a violation of
Sections 5, 6, 7 or 8 or seeking to enforce, by injunction or otherwise, the
terms of Sections 5, 6, 7 or 8. Such claims may be maintained by the Company in
a lawsuit subject to the terms of this Section 9(c). Employee agrees that, in
addition to, but not to the exclusion of any other available remedy, the Company
shall have the right to enforce the provisions of Sections 5, 6, 7 or 8 by
applying for and obtaining temporary and permanent restraining orders or
injunctions from a court of competent jurisdiction without the necessity of
filing a bond therefor, and the prevailing party in

                                       14
<PAGE>

any such litigation shall be entitled to recover its reasonable attorneys' fees
and costs from the non-prevailing party.

               d.   Venue. Any action at law, suit in equity, or judicial
proceeding arising directly, indirectly, or otherwise in connection with, out
of, related to or from this Agreement or any provision hereof, shall be
litigated only in Philadelphia, Pennsylvania. Employee waives any right the
Employee may have to transfer or change the venue of any litigation brought
against Employee by the Company.

               e.   Severability. To the extent any provision of this Agreement
shall be invalid or unenforceable, it shall be considered deleted herefrom and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect. In furtherance and not in limitation of
the foregoing, should the restrictions stated herein, or the duration or
geographical extent of, or business activities covered by any provision of this
Agreement be in excess of that which is valid and enforceable under applicable
law, then the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area. Employee acknowledges the uncertainty of the
law in this respect and expressly stipulates that this Agreement be given the
construction which rendered its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.

          10.  Parachute Limitations.

               a.   Certain Additional Payments by the Company. Anything in this
Agreement to the contrary notwithstanding and except as set forth below, in the
event it shall be determined that any payment, vesting or distribution by the
Company to or for the benefit of the Employee (whether paid or payable, vesting
or distributed or distributable pursuant to the terms of this Agreement, the
SOP, any Other Plan, the Restricted Stock Agreement or otherwise, but determined
without regard to any additional payments required under this Section 10) (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Employee with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the Employee
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Employee of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments. This Agreement expressly modifies or excludes application of
Section 8 of the Stock Appreciation Rights Agreement of the Company and Section
8 of the Restricted Stock Agreement and any similar provision of the SOP, Other
Plans, and any other agreement. The provisions of this Section shall survive
termination of this Agreement for any reason.

               b.   Determination of Payments. Subject to the provisions of
Section 10(c), all determinations required to be made under this Section 10,
including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions

                                       15
<PAGE>

to be utilized in arriving at such determination, shall be made by, such
certified public accounting firm as may be designated by the Company (the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Company and the Employee within 15 business days of the receipt of notice
from the Employee that there has been a Payment, or such earlier time as is
requested by the Company. All fees and expenses of the Accounting Firm shall be
borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 10, shall be paid by the Company to the Employee within five days
of the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and the Employee. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 10(c) and the Employee thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment plus interest, penalties and federal
and state income taxes thereon shall be promptly paid by the Company to or for
the benefit of the Employee.

               c.   Procedures re the Internal Revenue Service. In the event the
Internal Revenue Service ("IRS") subsequently challenges the Excise Tax
computation herein described, then the Employee shall notify the Company in
writing of any claim by the IRS that, if successful, would require the payment
by the Employee of additional Excise Taxes. Such notification shall be given no
later than ten days after the Employee receives written notice of such claim
(provided, however, that failure to provide such notice to Company within such
ten-day period will not relieve the Company of its obligations under this
section 10 except to the extent such failure prejudices Company's rights
hereunder). The Employee shall not pay such claim prior to the expiration of the
30-day period following the date on which the Employee gives notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Employee in
writing prior to the expiration of such period that it desires to contest such
claim and that it will bear the costs and provide the indemnification as
required by this Section, the Employee shall cooperate with the Company in good
faith in order effectively to contest such claim and permit the Company to
participate in any proceedings relating to such claim. In the event a final
determination is made with respect to the IRS claim, or in the event the Company
chooses not to further challenge such claim, then the Company shall reimburse
the Employee for the additional Excise Tax owed to the IRS in excess of the
Excise Tax calculated by the Accounting Firm. The Company shall also reimburse
the Employee for all interest and penalties related to the underpayment of such
Excise Tax. The Company will also reimburse the Employee for all federal and
state income tax and employment taxes thereon.

          11.  Representations.

               a.   Employee's Representations. Employee hereby represents and
warrants to the Company that (i) the execution, delivery and performance of this
Agreement by Employee does not and will not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Employee is a party or by

                                       16
<PAGE>
\
which Employee is bound, (ii) Employee is not a party to or bound by any
employment agreement, covenant not to compete or confidentiality agreement other
than those relating to the Company or its subsidiaries or affiliates with any
other person or entity, and (iii) upon the execution and delivery of this
Agreement by the Company, this Agreement shall be the valid and binding
obligation of Employee, enforceable in accordance with its terms.

               b.   Company's Representations. Company hereby represents and
warrants to the Employee that (i) the execution, delivery and performance of
this Agreement by the Company does not and will not conflict with, breach,
violate or cause a default under any contract, agreement, instrument, order,
judgment, or decree to which the Company is a party or by which the Company is
bound, and (ii) upon the execution and delivery of this Agreement by the
Employee, this Agreement shall be the valid and binding obligation of the
Company, enforceable in accordance with its terms.

          12.  Miscellaneous.

               a.   Governing Law. This Agreement is made under and shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to conflict of law principles.

               b.   Prior Agreements. This Agreement contains the entire
agreement of the parties relating to the employment of Employee by the Company
and the ancillary matters discussed herein and supersedes all prior agreements
and understandings with respect to such matters, and the parties hereto have
made no agreements, representations or warranties relating to such employment or
ancillary matters which are not set forth herein.

               c.   Withholding Taxes. The Company may withhold from any
benefits payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or governmental regulation or ruling.

               d.   Amendments. No amendment or modification of this Agreement
shall be deemed effective unless made in writing and signed by the parties
hereto.

               e.   No Waiver. No term or conditions of this Agreement shall be
deemed to have been waived, nor shall there by any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

               f.   Assignment; "Change of Control" Defined This Agreement shall
not be assignable, in whole or in part, by either party without the written
consent of the other party. A "Change in Control" shall be deemed an assignment
of this Agreement without the prior written consent of Employee specifically
referencing this Section 12(f), which consent may be granted or withheld in
Employee's sole and absolute discretion. For purposes of this Agreement, a
"Change in Control" shall mean (i) except for the transaction contemplated by

                                       17
<PAGE>

(iv)(z) below, the acquisition, directly or indirectly, of 50% or more of the
common stock or preferred stock of the Company by a person or affiliated group
other than a person controlled by KRG Capital Partners, L.L.C. (together with
its affiliates, "KRG"), (ii) except for the transaction contemplated by (iv)(z)
below, the sale, disposition or other transfer by KRG, directly or indirectly,
of 33.33% or more of its equity ownership position in the Company as of the date
of this Agreement (based upon actual shares of capital stock held and not
relative ownership percentage), (iii) the cessation of the ability of KRG to
designate at least Four members of the Board (assuming the number of members of
the Board of Directors remains at nine), or (iv) consummation by the Company or
Transcore of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of any of the Company,
TransCore, LP or TransCore Commercial Services, Inc. (a "Corporate
Transaction"); excluding, however, a Corporate Transaction (x) pursuant to which
all or substantially all of the original investors and/or their affiliates will
beneficially own, directly or indirectly, more than 50% of the outstanding
shares of common or preferred stock of any surviving entity resulting from the
Corporate Transaction or (y) any Corporate Transaction approved by a majority of
the Core Management Team; provided, however, that the approval of such Corporate
Transaction by any member of the Core Management Team in such member's capacity
as a director or shareholder of the Company shall not be considered for purposes
of the approval contemplated by this subsection (y), or (z) any liquidation on a
pro-rata basis (in one transaction or a series of related transactions) by KRG
and the Founding Shareholders (as defined in the Company's Shareholder's
Agreement) of less than or equal to 40% of their respective ownership positions
in the Company as of the date of this Agreement (based upon actual shares of
capital stock held and not relative ownership percentages, but adjusted for
stock dividends, stock splits, any reclassification or other similar transaction
affecting the number of outstanding shares of the Company's capital stock) so
long as the Core Management Team is offered participation in such transaction or
series of related transactions on a "pari passu" basis with KRG and such
Founding Shareholders.

               g.   Notices. Any notice provided for in this Agreement shall be
in writing and shall be personally delivered by nationally recognized overnight
courier service to the recipient at the address indicated below.

               Notices to Employee:

               John M. Worthington
               2445 East Bayberry Drive
               Harrisburg, PA 17112

               Notices to the Company:

               TransCore Holdings, Inc.
               c/o KRG Capital Partners, LLC
               1515 Arapahoe Street
               Tower One, Suite 1500
               Denver, Colorado 80202

                                       18
<PAGE>

               Attention: Charles R. Gwirtsman, Managing Director

or such other address or to the attention of such person as the recipient party
shall have specified by prior written notice to the sending party. Any notice
under this Agreement shall be deemed to have been given one (1) business day
after the date such notice was properly deposited, prepaid, with such overnight
courier service for delivery the following business day. Any notice of
termination of Employee's employment by the Company shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated.

               h.   Counterparts; Facsimile. This Agreement may be
simultaneously executed in any number of counterparts, including by facsimile,
and such counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.

               i.   Captions and Headings. The captions and paragraph headings
used in this Agreement are for convenience of reference only, and shall not
affect the construction or interpretation of this Agreement or any of the
provisions hereof.

               j.   Expenses. The Company shall reimburse Employee for all
reasonable legal fees and expenses of Employee associated with the negotiation,
execution and delivery of this Agreement and any other documents between
Employee on the one hand and any TransCore Entity on the other; provided,
however, that "reasonable legal fees and expenses" of the Employee shall be
based on the understanding that Employee (in conjunction with certain other key
employees of the Company or its subsidiaries) have collectively engaged one law
firm for its legal advice an the matters and documentation referred to above and
any additional counsel shall be approved by the Company in advance.

                                       19
<PAGE>


     IN WITNESS WHEREOF, Employee and the Company have executed this Agreement
as of the date set forth in the first paragraph above.

                                               THE COMPANY:

                                               TRANSCORE HOLDINGS, INC.

                                               By:    /s/ Charles S. Gwirtsman
                                                  ------------------------------
                                               Name:  Charles S. Gwirtsman
                                               Title: Executive Vice President
                                                      and Director

                                               EMPLOYEE:

                                               /s/ John M. Worthington
                                               ---------------------------------
                                               John M. Worthington

                                       20