TRACKER CORP OF AMERICA, S-8, 2000-03-29

TRACKER CORP OF AMERICA
S-8, 2000-03-29
OIL ROYALTY TRADERS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
THE TRACKER CORPORATION OF AMERICA
(Exact name of registrant as specified in its character)

DELAWARE 86-0767918
(State of other jurisdiction of (I.R.S. Employer
incorporation or organizatio Identification number)

1120 FINCH AVENUE WEST, SUITE #303
NORTH YORK, ONTARIO, CANADA M3J 3H8
(Address of Principal Executive Offices) (Zip Code)

-----------------------
1994 AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the Plan)
-----------------------
BRUCE I. LEWIS, CEO
The Tracker Corporation of America
1120 Finch Avenue West, Suite #303
Toronto, Ontario, Canada M3J 3H8
(Name and address of agent for service)

(416)663-8222
(Telephone number, including area code, of agent for service)
-----------------------
Approximate date of commencement of proposed sales pursuant to the plan: From
time to time after this registration statement becomes effective.

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Proposed Proposed Amount of
Title of Securities to be Amount to be Maximum Offering Maximum Registration
Registered Registered Price per Share(1) Aggregate Offering Fee(1)
Price
<S> <C> <C> <C> <C>
Common Stock,
.001 par value 8,000,000 $ .49 $3,920,000 $1034.88
<FN>
- ---------------------
(1) Computed pursuant to Rules 457(h)(1) and 457(c) for the purpose of calculation
of the registration fee on the basis of the average of the bid and asked price
of a share of our common stock on March 21, 2000, as reported by the National
Quotation Bureau, Inc.
</TABLE>

<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to employees as specified in Rule
428(b)(1). In accordance with the instructions to Part I, these documents are
not filed with the SEC as part of this registration statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

We previously filed the following documents with the SEC. They are
incorporated herein by reference and made a part hereof:

1. Our Annual Report on Form 10-K for the fiscal year ended March 31,
1999.

2. All other reports we filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since March 31, 1998.

All documents subsequently filed by us pursuant to sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to our bylaws, we may indemnify, purchase indemnity insurance, or
pay and advance expenses to our directors, officers and other persons who are
eligible or entitled to such indemnification, payments or advances. Any such
indemnification or payment must be expressly authorized by our board of
directors and in accordance with the provisions of the laws of Delaware. Our
right to indemnify such persons shall include our authority to enter into
written agreements for indemnification with such provisions.

<PAGE>
Subject to the provisions of the laws of Delaware, our directors shall not
be liable to the company or our shareholders for monetary damages for an act or
omission in the director's capacity of a director, as long as the director acted
in good faith.

Indemnification of officers or persons controlling us for liabilities
arising under the Securities Act of 1933 is held to be against public policy by
the SEC and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

We issued the securities to be reoffered or resold pursuant to this
registration statement in reliance on 4(2) of the Securities Act of 1933 as an
isolated sale to our employees, not part of any public offering.

ITEM 8. EXHIBITS

Exhibit

4.1* Certificate of Incorporation, as corrected by Certificate of Correction
of Certificate of Incorporation dated March 27, 1995, and as amended by
Certificate of Amendment to the Certificate of Incorporation dated November 1,
1995, and Certificate of Designation of Rights, Preferences and Privileges of
$1,000.00 6% Cumulative Convertible Preferred Stock of the Registrant dated
April 19, 1996, and Certificate of Designation of Rights, Preferences and
Privileges of Series B $1,000.00 6% Cumulative Convertible Preferred Stock of
the Registrant dated June 5, 1996

4.2* Bylaws

4.3** 1994 Amended and Restated Stock Option Plan

5.1 Opinion of Arkin Merolla LLP

10.47 Stock Option Award Agreement dated December 22, 1998 between Bruce Lewis
and The Tracker Corporation of America

10.48 Stock Option Award Agreement dated December 22, 1998 between Jay Stulberg
and The Tracker Corporation of America

10.49 Non-Qualified Stock Option Award Agreement dated December 31, 1999
between Bruce Lewis and The Tracker Corporation of America

10.50 Non-Qualified Stock Option Award Agreement dated December 31, 1999
between Jay Stulberg and The Tracker Corporation of America

10.51 Incentive Stock Option Award Agreement dated December 31, 1999 between
Christopher Creed and The Tracker Corporation of America

10.52 Incentive Stock Option Award Agreement dated December 31, 1999 between
Tizio Panara and The Tracker Corporation of America

23.1 Consent of Hirsch, Silberstein & Subelsky, P.C.

23.2 Consent of Arkin Merolla LLP (included in Exhibit 5.1)

24.1 Power of Attorney (see below signature page on page 6 of this
registration statement)

99.1 Reoffer Prospectus

______
* Incorporated by reference from our registration statement on Form S-1
(No.33-99686 and amendments thereto)
** Incorporated by reference from our quarterly report on Form 10-QSB/A
dated September 30, 1999 (filed January 11, 2000)

ITEM 9. UNDERTAKINGS

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by its is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North York, Province of Ontario, Canada on March 21,
2000.

THE TRACKER CORPORATION OF AMERICA

BY: /s/ Bruce I. Lewis
-----------------------------------
BRUCE I. LEWIS
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of North York, Province of Ontario,
Canada on March 21, 2000.

1994 AMENDED AND RESTATED STOCK OPTION PLAN

BY: /s/ Bruce I. Lewis
-----------------------------------
BRUCE I. LEWIS
CHIEF EXECUTIVE OFFICER
THE TRACKER CORPORATION OF AMERICA

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
this Form S-8 registration statement hereby constitutes and appoints Bruce I.
Lewis and Jay S. Stulberg, or either of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (unless revoked in writing) to sign any or all amendments
(including post-effective amendments thereto) to this Form S-8 registration
statement relating to the 1994 Amended and Restated Stock Option Plan to which
this power of attorney is attached, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------
<S> <C> <C>
/s/ Bruce I. Lewis Chief Executive Officer March 21, 2000
- ------------------------------ (Principal Executive
Bruce I. Lewis Officer), Director

/s/ Jay S. Stulberg President, Chief Operating March 21, 2000
- ------------------------------ Officer, Chief Financial
Jay S. Stulberg Officer (Principal Financial
Officer and Principal
Accounting Officer),
Secretary, Director

/s/ David G. R. Butler Director, Compensation March 21, 2000
- ------------------------------ Committee
David G. R. Butler

Director, Compensation March 21, 2000
- ------------------------------ Committee
Carl J. Corcoran

/s/ H. Joseph Greenberg Director March 21, 2000
- ------------------------------
H. Joseph Greenberg
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
- -------------- ---------------------------------------------------------------------------
<S> <C>

5.1 Opinion of Arkin Merolla LLP
10.47 Stock Option Award Agreement dated December 22, 1998 between Bruce Lewis
and The Tracker Corporation of America
10.48 Stock Option Award Agreement dated December 22, 1998 between Jay Stulberg
and The Tracker Corporation of America
10.49 Non-Qualified Stock Option Award Agreement dated December 31, 1999
between Bruce Lewis and The Tracker Corporation of America
10.50 Non-Qualified Stock Option Award Agreement dated December 31, 1999
between Jay Stulberg and The Tracker Corporation of America
10.51 Incentive Stock Option Award Agreement dated December 31, 1999 between
Christopher Creed and The Tracker Corporation of America
10.52 Incentive Stock Option Award Agreement dated December 31, 1999 between
Tizio Panara and The Tracker Corporation of America
23.1 Consent of Hirsch, Silberstein & Subelsky, P.C.
23.2 Consent of Arkin Merolla LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see below signature page on page 7 of this registration
statement)
99.1 Reoffer Prospectus
</TABLE>

<PAGE>

OPINION & CONSENT OF ARKIN MEROLLA LLP EXHIBIT 5.1

[ARKIN MEROLLA LLP LETTERHEAD]

March 21, 2000

The Tracker Corporation of America
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3H8

Re: The Tracker Corporation of America Registration Statement on Form
S-8

Gentlemen:

We have acted as special counsel to The Tracker Corporation of America, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement"), to be filed by the Company
with the Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of 8,000,000 shares (the "Shares") of the Company's Common
Stock, par value $.001 per share, to be issued under the Company's 1994 Amended
and Restated Stock Option Plan (the "Plan").

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Plan, (ii) the
Certificate of Incorporation and the Bylaws of the Company, (iii) certain
resolutions of the Board of Directors of the Company relating to the Plan, (iv)
the form of Registration Statement proposed to be filed with the Commission, and
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth below. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any
facts material to this opinion, which we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.

Based upon and subject to the foregoing and the limitations set forth
below, we are of the opinion that the Shares have been duly authorized and,
after the Registration Statement becomes effective and when the Shares are
issued and sold in accordance with the Plan and the Form S-8 prospectus to be
delivered to the Plan participants, the Shares will be duly issued, fully paid
and nonassessable.

We are qualified to practice law only in the State of Georgia and we do not
purport to express any opinion herein concerning any law other than the Delaware
General Corporation law. With respect to such law, our opinions are as to what
the law is or, in circumstances where the status of the law is uncertain, what
the law might reasonably be expected to be at the date hereof, and we assume no
obligation to revise or supplement this opinion due to any change in the law by
legislative action, judicial decision or otherwise. We do not render any opinion
with respect to any matters than those expressly set forth in the immediately
preceding paragraph. Without limiting the generality of the immediately
preceding sentence, we express no opinion as to the applicability or effect of
any securities or Blue Sky laws of any state.

<PAGE>
This opinion is furnished to you solely for your benefit in connection with
the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

Very truly yours,

ARKIN MEROLLA LLP

STOCK OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT is dated as of the 22nd day of December, 1998, by and
between THE TRACKER CORPORATION OF AMERICA, a Delaware corporation ("Tracker"),
and BRUCE I. LEWIS, a citizen of the Province of Ontario, Canada (the
"Participant"). Unless otherwise expressly provided herein, capitalized terms
used herein have the same meanings assigned to them in the Amended and Restated
1994 Stock Incentive Plan (the "Plan").

W I T N E S S E T H:
-------------------

WHEREAS, Participant, in accordance with the Plan has been granted as of
the date hereof (the "Award Date") an incentive stock option (as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, ("Option" or
"Award") to purchase all or any part of the total number of shares of Common
Stock of Tracker set forth on Schedule I upon the terms and conditions
hereinafter set forth; and

WHEREAS, the Participant and Tracker desire to enter into a written
agreement in accordance with the Plan;

NOW THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows;

1. GRANT OF OPTION. Tracker has granted to the Participant as a matter
---------------
of separate inducement and agreement in connection with his employment by
Tracker or any of its existing or future subsidiaries, and not in lieu of any
salary or other compensation for his services, the right and option to purchase,
in accordance with the Plan and on the terms and conditions of the Plan and
those hereinafter set forth, all or any part of the total number of shares of
Common Stock set forth on Schedule I at the exercise price per share set forth
on Schedule I attached hereto and incorporated herein by reference (the
"Price"), exercisable from time to time subject to the provisions of this Award
Agreement prior to the close of business on December 21, 2003 (the "Expiration
Date"). Such Price has been determined by the Committee in accordance with
Section 3.2 of the Plan.

2. EXERCISABILITY OF OPTION. Except as otherwise provided in this
--------------------------
Award Agreement, the Option may be exercised in accordance with the vesting
schedule set forth on Schedule II attached hereto and incorporated herein by
reference and the Option may only be exercised at any given time to the extent
the Option has vested in accordance with Schedule II; provided, however, that
the Option may not be exercised as to less than 1,000 shares at any one time
unless the number of shares purchased is the total number at the time available
for purchase under the Option. The Option may be exercised only as to whole
shares; fractional share interests shall be disregarded except that they may be
accumulated.

3. METHOD OF EXERCISE AND PAYMENT. Each exercise of any part of the
---------------------------------
Option shall be by means of written notice of exercise duly delivered to
Tracker, specifying the number of whole shares with respect to which the Option
is being exercised, together with any written statements required pursuant to
Section 10 below and payment of the Price in full (i) in cash or by certified or
cashier's check payable to the order of Tracker, (ii) by a promissory note made
by the Participant in favor of Tracker, upon the terms and conditions determined

<PAGE>
by the Committee, and secured by the Common Stock issuable upon exercise in
compliance with applicable law (including, without limitation, state corporate
law and federal margin requirements), (iii) by shares of Common Stock of Tracker
already owned by the Participant, or (iv) by application of the then market
value of vested Options of the Company (net of the Option price); provided,
however, the Committee may in its absolute discretion limit the Participant's
ability to exercise the Option by delivering shares, and any shares delivered
which were initially acquired upon exercise of a stock option must have been
owned by the Participant at least six months as of the date of delivery.

4. CONTINUANCE OF EMPLOYMENT. Nothing contained in this Award
---------------------------
Agreement or in the Plan shall confer upon the Participant any right to continue
in the employ of Tracker or constitute any contract or agreement of employment.
Nothing contained in this Award Agreement or in the Plan shall interfere in any
way with the right of Tracker to (i) terminate the employment of the
Participant, or (ii) reduce the compensation received by the Participant from
the rate in existence on the Award Date provided that nothing herein shall
modify any written employment agreement as may now exist or hereinafter be
entered into between Participant and Tracker.

5. EFFECT OF TERMINATION OF RELATIONSHIP.
-----------------------------------------

(a) If the Participant ceases to be employed by Tracker for any
reason other than breach by Tracker of any written employment agreement in
effect between the Participant and Tracker, the Option shall terminate to the
extent not vested. Notwithstanding the vesting schedule in Schedule II, if
Tracker has breached any written employment agreement with the Participant, and
as a result Participant's employment is terminated, the Option shall become
fully vested upon such termination of employment. In no event may any Option be
exercised by any person after the Expiration Date.

(b) Except as may be otherwise provided in Section 422 of the
Internal Revenue Code of 1986, as amended, or in the Plan, upon termination of
Participant's employment by reason of retirement, disability or death, the
Option, to the extent vested, may be exercised by the Participant or his
executor or administrator, as the case may be, at any time during the Option
period.

(c) Any transfer of Participant's employment between Tracker and
any of its existing or future subsidiaries or between any two subsidiaries shall
not be deemed to be a termination of Participant's employment for purposes of
implementation of the Plan.

6. NON-ASSIGNABILITY OF OPTION.
-----------------------------

(a) Interests in the Option shall not be subject to sale,
transfer, pledge, assignment or alienation other than by will or the laws of
descent and distribution regardless of any interest therein of the Participant's
spouse or such spouse's successor in interest.

(b) Notwithstanding Section 6(a) above, Participant shall have the
right to sell, pledge, assign or alienate the Option, provided that Participant
foregoes treatment of the Option as an incentive stock option, in which event
the Option shall be treated as a non -qualified stock option.

<PAGE>
7. ADJUSTMENTS UPON SPECIFIED CHANGES. As set forth in Section 4.2 of
-----------------------------------
the Plan, upon the occurrence of specified events relating to Tracker's stock,
adjustments will be made in the number and kind of shares that may be issuable
under an Option. In addition, upon the occurrence of specified events relating
to Tracker, such as its dissolution or liquidation, a reorganization, merger or
consolidation in which it is not the surviving corporation, or upon sale of all
or substantially all of Tracker's property, unless provision is otherwise made
and subject to the provisions of Section 4.4 of the Plan, the Plan and any
outstanding Options will terminate.

8. ACCELERATION. Upon the occurrence of an Event, the Option shall
------------
become immediately vested to the full extent theretofore not exercisable unless
prior to an Event the Board determines otherwise pursuant to Section 4.4 of the
Plan. However, no Option shall be accelerated to a date less than six months
after the Award Date.

9. PARTICIPANT NOT A SHAREHOLDER. Neither the Participant nor any
--------------------------------
other person entitled to exercise the Option shall have any of the rights or
privileges of a shareholder of Tracker as to any shares of Common Stock not
actually issued and delivered to him. No adjustment will be made for dividends
or other rights for which the record date is prior to the date on which such
stock certificate or certificates are issued even if such record date is
subsequent to the date upon which notice of exercise was delivered and the
tender of payment was accepted.

10. APPLICATION OF SECURITIES LAWS.
---------------------------------

(a) No shares of Common Stock may be purchased pursuant to the
Option unless and until any then applicable requirements of the Securities and
Exchange Commission and any other regulatory agencies, including any other state
securities law commissioners having jurisdiction over Tracker or such issuance,
and any exchanges upon which the Common Stock may be listed, shall have been
fully satisfied. The Participant represents, agrees and certifies that if the
Participant exercises the Option in whole or in part, the Participant will
acquire the Common Stock issuable upon such exercise for the purpose of
investment and not with a view to resale or distribution and that, as a
condition to each such exercise, he will furnish to Tracker a written statement
to such effect, satisfactory in form and substance to Tracker.

(b) The Participant understands that the certificate or
certificates representing the Common Stock acquired pursuant to the Option may
bear a legend referring to the fact that the Common Stock has not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and has not been qualified under any state securities laws and any limitations
under the Securities Act and state securities laws with respect to the transfer
of such Common Stock, and Tracker may impose stop transfer instructions to
implement such limitations, if applicable. Any person or persons entitled to
exercise the Option under the provisions of Section 5 above shall be bound by
and obligated under the provisions of this Section 10 to the same extent as is
the Participant.

(c) The Committee may impose such conditions on an Option or on
its exercise or acceleration or on the payment of any withholding obligation
(including without limitation restricting the time of exercise to specified
periods) as may be required to satisfy applicable regulatory requirements.

<PAGE>
(d) If at any time prior to the Expiration Date, the Company
causes a registration statement ("Registration") under the Securities Act to
become effective with respect to any shares of its Common Stock, the Company
shall, within sixty (60) calendar days of the effective date of the Registration
prepare and file with the Securities and Exchange Commission a registration
statement on Form S-8 or any successor or similar forms with respect to the
shares of its Common Stock reserved for issuance pursuant to the Plan and use
its reasonable commercial efforts to cause such registration statement to become
effective, and prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective.

11. NOTICES. Any requests or notices to be given hereunder shall be
-------
deemed given, and any elections or exercises to be made or accomplished shall be
deemed made or accomplished, upon actual delivery thereof to the designated
recipient, or three (3) days after deposit thereof in the United States mail,
registered, return receipt requested, and postage prepaid, addressed, if to the
Participant, at the address given beneath the Participant's signature set forth
below, and if to Tracker, at the executive offices of Tracker.

12. EFFECT OF AWARD AGREEMENT. The Award Agreement shall be assumed
----------------------------
by, be binding upon and inure to the benefit of (i) any successor or successors
of Tracker to the extent provided in Section 4.2(b) of the Plan and (ii) any
Beneficiary or Personal Representative of the Participant as provided in Section
4.3 of the Plan.

14. TERMS OF PLAN GOVERN. The Option and this Award Agreement are
-----------------------
subject to, and Tracker and the Participant agree to be bound by, all of the
terms and conditions of the Plan. The Participant acknowledges receipt of a
copy of the Plan, which is made a part hereof by this reference. The rights of
the Participant are subject to limitations, adjustments, modifications,
suspension and termination in certain circumstances and upon the occurrence of
certain conditions as set forth in the Plan.

15. LAWS APPLICABLE TO CONSTRUCTION. The Option has been granted,
----------------------------------
executed and delivered as of the day and year first above written. This Award
Agreement and all amendments, modifications, alterations or supplements hereto
shall be deemed to have been executed in the State of Delaware, and shall be
governed and construed as to both substantive and procedural matters in
accordance with the laws of the State of Delaware, but excepting any rule which
would result in the application of the law of a jurisdiction other than the
State of Delaware. Tracker and Participant hereby irrevocably waive any
objection which it may now or hereafter have to the laying of venue of the
proceedings under this provision in the federal or state courts of the State of
Delaware as well as any claim that any such proceedings are in an inconvenient
forum and hereby release the other party from the requirement of posting any
bond in connection with the pursuit of temporary or interlocutory injunctive
relief or specific performance, to the extent permitted by law.

<PAGE>
16. NOTICE OF DISPOSITION. The Participant agrees to notify Tracker of
---------------------
any sale or other disposition of any shares of Common Stock received upon
exercise of the Option if such sale or disposition occurs within two years after
the Award Date or within one year after the date of exercise of the Option.

17. WAIVER. The waiver by any party hereto of a breach of or a default
------
under any provision of this Award Agreement by another party hereto shall not be
effective unless in writing and shall not be construed as a waiver of any
succeeding breach of or default under the same or any other provision, nor shall
any delay or omission on the part of any party hereto to exercise or avail
itself of any right, power or privilege of such party hereto be construed as a
waiver of such right, power or privilege. Any right, power or remedy provided
under this Award Agreement to any party hereto shall be cumulative and in
addition to any other right, power or remedy provided under this Award Agreement
or existing in law or in equity (including, without limitation, the remedies of
injunctive relief and specific performance).

18. COUNTERPARTS. This Award Agreement may be executed in any number
------------
of counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument. A facsimile copy of any such
counterpart or of the original execution of any such counterpart shall be fully
as effective as the original executed copy.

19. BINDING EFFECT. Except as otherwise set forth herein to the
---------------
contrary, all of the terms, covenants, agreements and conditions herein
contained shall be binding upon and shall inure to the benefit of all of the
parties hereto, and their respective successors and permitted assigns.

20. SEVERABILITY. In the event that any one or more of the provisions,
------------
or parts of any provisions, contained in this Award Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect by a court
of competent jurisdiction, the same shall not invalidate or otherwise affect any
other provisions hereof, and this Award Agreement shall be construed as if such
invalid, illegal or unenforceable provision or part of any provision had never
been contained herein.

21. CAPTIONS. Section headings, titles or captions contained herein
--------
are inserted only as a matter of convenience and for reference and in no way
define, limit, extend or describe the scope of the Agreement or the intent of
any provision hereof.

22. IDENTIFICATION. Whenever the singular number is used in this Award
--------------
Agreement and when required by the context, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders.

23. FURTHER ASSURANCES. The parties hereto shall sign such other
-------------------
instruments, cause such meetings to be held, resolutions passed and by-laws
enacted, exercise their vote and influence, do and perform and cause to be done
and performed such further and other acts and things as may be necessary or
desirable in order to give full effect to this Agreement.

24. ENTIRE AGREEMENT. This Award Agreement supersedes all prior
-----------------
discussions and agreements among the parties hereto with respect to the subject
matter contained herein, and, together with the Plan, contains the sole and
entire agreement between the parties hereto with respect to the transactions
contemplated herein. This Award Agreement may be amended only by an instrument
in writing signed by the parties hereto.

<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed his Award Agreement as
of the date first above written.

THE TRACKER CORPORATION OF AMERICA,
a Delaware corporation

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

[CORPORATE SEAL]

PARTICIPANT:

/s/ Bruce I. Lewis
---------------------------------------
BRUCE I. LEWIS

<PAGE>
SCHEDULE I

NUMBER OF SHARES AND EXERCISE PRICE

Number of Option Shares Exercise Price Per Share
- ----------------------- ------------------------

2,488,578 $.075

<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II

VESTING OF OPTIONS

Award Date to
December 31, 1999 January 1, 2000 January 1, 2001
<S> <C> <C>
0 shares 1,244,289 shares 1,244,289 shares
0% 50% 50%
</TABLE>

STOCK OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT is dated as of the 22nd day of December, 1998, by and
between THE TRACKER CORPORATION OF AMERICA, a Delaware corporation ("Tracker"),
and JAY S. STULBERG, a citizen of the Province of Ontario, Canada (the
"Participant"). Unless otherwise expressly provided herein, capitalized terms
used herein have the same meanings assigned to them in the Amended and Restated
1994 Stock Incentive Plan (the "Plan").

W I T N E S S E T H:
-------------------

WHEREAS, the Participant and Tracker desire to enter into a written
agreement in accordance with the Plan;

NOW THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows;

5. EFFECT OF TERMINATION OF RELATIONSHIP.
-----------------------------------------

6. NON-ASSIGNABILITY OF OPTION.
-----------------------------

10. APPLICATION OF SECURITIES LAWS.
---------------------------------

<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed his Award Agreement as
of the date first above written.

THE TRACKER CORPORATION OF AMERICA,
a Delaware corporation

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

[CORPORATE SEAL]

PARTICIPANT:

/s/ Jay S. Stulberg
---------------------------------------
JAY S. STULBERG

<PAGE>
SCHEDULE I

NUMBER OF SHARES AND EXERCISE PRICE

Number of Option Shares Exercise Price Per Share
- ----------------------- ------------------------

2,488,578 $.075

<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II

VESTING OF OPTIONS

Award Date to
December 31, 1999 January 1, 2000 January 1, 2001
<S> <C> <C>
0 shares 1,244,289 shares 1,244,289 shares
0% 50% 50%
</TABLE>

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT is dated as of the 31st day of December, 1999, by and
between THE TRACKER CORPORATION OF AMERICA, a Delaware corporation ("Tracker"),
and BRUCE I. LEWIS, a citizen of the Province of Ontario, Canada (the
"Participant"). Unless otherwise expressly provided herein, capitalized terms
used herein have the same meanings assigned to them in the Amended and Restated
1994 Stock Incentive Plan (the "Plan").

W I T N E S S E T H:
-------------------

WHEREAS, Participant, in accordance with the Plan has been granted as of
the date hereof (the "Award Date") a stock option ("Option" or "Award") to
purchase all or any part of the total number of shares of Common Stock of
Tracker set forth on Schedule I upon the terms and conditions hereinafter set
forth; and

WHEREAS, the Participant and Tracker desire to enter into a written
agreement in accordance with the Plan;

NOW THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows;

1. GRANT OF OPTION. Tracker has granted to the Participant the right
-----------------
and option to purchase, in accordance with the Plan and on the terms and
conditions of the Plan and those hereinafter set forth, all or any part of the
total number of shares of Common Stock set forth on Schedule I at the exercise
price per share set forth on Schedule I attached hereto and incorporated herein
by reference (the "Price"), exercisable from time to time subject to the
provisions of this Award Agreement prior to the close of business on December
30, 2009 (the "Expiration Date"). Such Price has been determined by the
Committee in accordance with Section 3.2 of the Plan. It is the intention of
Tracker that the Option constitute a non-qualified stock option and not be
deemed to be an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code.

5. EFFECT OF TERMINATION OF RELATIONSHIP.
-----------------------------------------

6. ASSIGNABILITY OF OPTION. To the extent this Option is not an
-------------------------
incentive stock option as defined in Section 422 of the Internal Revenue Code,
interests in the Option shall be freely transferable and assignable.

7. ADJUSTMENTS UPON SPECIFIED CHANGES. As set forth in Section 4.2 of
-----------------------------------
the Plan, upon the occurrence of specified events relating to Tracker's stock,
adjustments will be made in the number and kind of shares that may be issuable
under an Option. In addition, upon the occurrence of specified events relating
to Tracker, such as its dissolution or liquidation, a reorganization, merger or
consolidation in which it is not the surviving corporation, or upon sale of all
or substantially all of Tracker's property, unless provision is otherwise made
and subject to the provisions of Section 4.4 of the Plan, the Plan and any
outstanding Options will terminate.

<PAGE>
8. ACCELERATION. Upon the occurrence of an Event, the Option shall
------------
become immediately vested to the full extent theretofore not exercisable unless
prior to an Event the Board determines otherwise pursuant to Section 4.4 of the
Plan. However, no Option shall be accelerated to a date less than six months
after the Award Date.

10. APPLICATION OF SECURITIES LAWS.
---------------------------------

(d) If at any time prior to the Expiration Date, the Company
causes a registration statement ("Registration") under the Securities Act to
become effective with respect to any shares of its Common Stock, the Company
shall, within sixty (60) calendar days of the effective date of the Registration
prepare and file with the Securities and Exchange Commission a registration
statement on Form S-8 or any successor or similar forms with respect to the
shares of its Common Stock reserved for issuance pursuant to the Plan and use
its reasonable commercial efforts to cause such registration statement to become

<PAGE>
effective, and prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective.

13. TAX WITHHOLDING. The provisions of Section 4.6 of the Plan are
----------------
hereby incorporated and shall govern any withholding that Tracker employing the
Participant is required to make with respect to an exercise of the Option, as
well as Tracker's right to condition a transfer of Common Stock upon compliance
with the applicable withholding requirements of federal, state and local
authorities.
14. TERMS OF PLAN GOVERN. The Option and this Award Agreement are
-----------------------
subject to, and Tracker and the Participant agree to be bound by, all of the
terms and conditions of the Plan. The Participant acknowledges receipt of a
copy of the Plan, which is made a part hereof by this reference. The rights of
the Participant are subject to limitations, adjustments, modifications,
suspension and termination in certain circumstances and upon the occurrence of
certain conditions as set forth in the Plan.

16. NOTICE OF DISPOSITION. The Participant agrees to notify Tracker of
---------------------
any sale or other disposition of any shares of Common Stock received upon
exercise of the Option if such sale or disposition occurs within two years after
the Award Date or within one year after the date of exercise of the Option.

<PAGE>
17. WAIVER. The waiver by any party hereto of a breach of or a default
------
under any provision of this Award Agreement by another party hereto shall not be
effective unless in writing and shall not be construed as a waiver of any
succeeding breach of or default under the same or any other provision, nor shall
any delay or omission on the part of any party hereto to exercise or avail
itself of any right, power or privilege of such party hereto be construed as a
waiver of such right, power or privilege. Any right, power or remedy provided
under this Award Agreement to any party hereto shall be cumulative and in
addition to any other right, power or remedy provided under this Award Agreement
or existing in law or in equity (including, without limitation, the remedies of
injunctive relief and specific performance).

<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed his Award Agreement as
of the date first above written.

THE TRACKER CORPORATION OF AMERICA,
a Delaware corporation

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

[CORPORATE SEAL]

PARTICIPANT:

/s/ Bruce I. Lewis
---------------------------------------
BRUCE LEWIS

<PAGE>
SCHEDULE I

NUMBER OF SHARES AND EXERCISE PRICE

Number of Option Shares Exercise Price Per Share
- ----------------------- ------------------------

600,000 $.118

<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II

VESTING OF OPTIONS

Award Date to January 1, 2000 to January 1, 2001 to January 1, 2002 to
December 31, December 31, December 31, December 31,
2000 2001 2002 2003
<S> <C> <C> <C>
0 shares 200,000 shares 200,000 shares 200,000 shares
0% 33.33% 66.67% 100%
</TABLE>

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT is dated as of the 31st day of December, 1999, by and
between THE TRACKER CORPORATION OF AMERICA, a Delaware corporation ("Tracker"),
and JAY S. STULBERG, a citizen of the Province of Ontario, Canada (the
"Participant"). Unless otherwise expressly provided herein, capitalized terms
used herein have the same meanings assigned to them in the Amended and Restated
1994 Stock Incentive Plan (the "Plan").

W I T N E S S E T H:
-------------------

WHEREAS, the Participant and Tracker desire to enter into a written
agreement in accordance with the Plan;

NOW THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows;

5. EFFECT OF TERMINATION OF RELATIONSHIP.
-----------------------------------------

10. APPLICATION OF SECURITIES LAWS.
---------------------------------

<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed his Award Agreement as
of the date first above written.

THE TRACKER CORPORATION OF AMERICA,
a Delaware corporation

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

[CORPORATE SEAL]

PARTICIPANT:

/s/ Jay S. Stulberg
---------------------------------------
JAY STULBERG

<PAGE>
SCHEDULE I

NUMBER OF SHARES AND EXERCISE PRICE

Number of Option Shares Exercise Price Per Share
- ----------------------- ------------------------

600,000 $.118

<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II

VESTING OF OPTIONS

INCENTIVE STOCK OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT is dated as of the 31st day of December, 1999, by and
between THE TRACKER CORPORATION OF AMERICA, a Delaware corporation ("Tracker"),
and CHRISTOPHER CREED, a citizen of the Province of Ontario, Canada (the
"Participant"). Unless otherwise expressly provided herein, capitalized terms
used herein have the same meanings assigned to them in the Amended and Restated
1994 Stock Incentive Plan (the "Plan").

W I T N E S S E T H:
-------------------

WHEREAS, the Participant and Tracker desire to enter into a written
agreement in accordance with the Plan;

NOW THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows;

1. GRANT OF OPTION. Tracker has granted to the Participant as a matter
---------------
of separate inducement and agreement in connection with his employment by
Tracker or any of its existing or future subsidiaries, and not in lieu of any
salary or other compensation for his services, the right and option to purchase,
in accordance with the Plan and on the terms and conditions of the Plan and
those hereinafter set forth, all or any part of the total number of shares of
Common Stock set forth on Schedule I at the exercise price per share set forth
on Schedule I attached hereto and incorporated herein by reference (the
"Price"), exercisable from time to time subject to the provisions of this Award
Agreement prior to the close of business on December 30, 2009 (the "Expiration
Date"). Such Price has been determined by the Committee in accordance with
Section 3.2 of the Plan.

<PAGE>
by the Participant in favor of Tracker, upon the terms and conditions determined
by the Committee, and secured by the Common Stock issuable upon exercise in
compliance with applicable law (including, without limitation, state corporate
law and federal margin requirements), (iii) by shares of Common Stock of Tracker
already owned by the Participant, or (iv) by application of the then market
value of vested Options of the Company (net of the Option price); provided,
however, the Committee may in its absolute discretion limit the Participant's
ability to exercise the Option by delivering shares, and any shares delivered
which were initially acquired upon exercise of a stock option must have been
owned by the Participant at least six months as of the date of delivery.

5. EFFECT OF TERMINATION OF RELATIONSHIP.
-----------------------------------------

6. NON-ASSIGNABILITY OF OPTION. Interests in the Option shall not be
-----------------------------
subject to sale, transfer, pledge, assignment or alienation other than by will
or the laws of descent and distribution regardless of any interest therein of
the Participant's spouse or such spouse's successor in interest.

10. APPLICATION OF SECURITIES LAWS.
---------------------------------

<PAGE>
statement on Form S-8 or any successor or similar forms with respect to the
shares of its Common Stock reserved for issuance pursuant to the Plan and use
its reasonable commercial efforts to cause such registration statement to become
effective, and prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective.

THE TRACKER CORPORATION OF AMERICA,
a Delaware corporation

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

[CORPORATE SEAL]

PARTICIPANT:

/s/ Christopher Creed
---------------------------------------
CHRISTOPHER CREED

<PAGE>
SCHEDULE I

NUMBER OF SHARES AND EXERCISE PRICE

Number of Option Shares Exercise Price Per Share
- ----------------------- ------------------------

500,000 $.118

<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II

VESTING OF OPTIONS

Award Date to January 1, 2000 to January 1, 2001 to January 1, 2002 to
December 31, December 31, December 31, December 31,
2000 2001 2002 2003
<S> <C> <C> <C>
0 shares 166,666 shares 166,667 shares 166,667 shares
0% 33.33% 66.67% 100%
</TABLE>

INCENTIVE STOCK OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT is dated as of the 31st day of December, 1999, by and
between THE TRACKER CORPORATION OF AMERICA, a Delaware corporation ("Tracker"),
and TIZIO PANARA, a citizen of the Province of Ontario, Canada (the
"Participant"). Unless otherwise expressly provided herein, capitalized terms
used herein have the same meanings assigned to them in the Amended and Restated
1994 Stock Incentive Plan (the "Plan").

W I T N E S S E T H:
-------------------

WHEREAS, the Participant and Tracker desire to enter into a written
agreement in accordance with the Plan;

NOW THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows;

1. GRANT OF OPTION. Tracker has granted to the Participant as a matter
---------------
of separate inducement and agreement in connection with his employment by
Tracker or any of its existing or future subsidiaries, and not in lieu of any
salary or other compensation for his services, the right and option to purchase,
in accordance with the Plan and on the terms and conditions of the Plan and
those hereinafter set forth, all or any part of the total number of shares of
Common Stock set forth on Schedule I at the exercise price per share set forth
on Schedule I attached hereto and incorporated herein by reference (the
"Price"), exercisable from time to time subject to the provisions of this Award
Agreement prior to the close of business on December 30, 2009 (the "Expiration
Date"). Such Price has been determined by the Committee in accordance with
Section 3.2 of the Plan.

5. EFFECT OF TERMINATION OF RELATIONSHIP.
-----------------------------------------

10. APPLICATION OF SECURITIES LAWS.
---------------------------------

THE TRACKER CORPORATION OF AMERICA,
a Delaware corporation

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

[CORPORATE SEAL]

PARTICIPANT:

/s/ Tizio Panara
---------------------------------------
TIZIO PANARA

<PAGE>
SCHEDULE I

NUMBER OF SHARES AND EXERCISE PRICE

Number of Option Shares Exercise Price Per Share
- ----------------------- ------------------------

500,000 $.118

<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II

VESTING OF OPTIONS

EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this registration statement
of the Tracker Corporation of America on Form S-8 of our reports dated September
18, 1998 and July 9, 1999, appearing in the Annual Report on Form 10-K of The
Tracker Corporation of America for the years ended March 31, 1998 and March 31,
1999, respectively.

/s/ Hirsch Silberstein & Subelsky, P.C.
- --------------------------------------------

Hirsch Silberstein & Subelsky, P.C

Detroit, Michigan
March 28, 2000

<PAGE>

MARCH 28, 2000 REOFFER PROSPECTUS

THE TRACKER CORPORATION
OF AMERICA

UP TO 8,000,000 SHARES OF COMMON STOCK

The selling stockholders pursuant to the 1994 Amended and Restated Stock
Option Plan of The Tracker Corporation of America may offer up to 8,000,000
shares of our common stock.

The security holders may sell their shares of common stock after delivery
of this prospectus to purchasers, from time to time, through broker-dealers or
underwriters at the prevailing market price as listed on the OTC Bulletin Board
under the symbol "TRKR." We will not receive any of the proceeds from the
secondary offering and sale of the common stock by the security holders.

See, RISK FACTORS on page 1.

Our principal offices are located at 1120 Finch Avenue West, Suite 303,
North York, Ontario, Canada M3J 3H7. For more information, contact Bruce Lewis
at 1-800-822-8757.

-----------------------------------------

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

-----------------------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>
TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SELLING SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . .7

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. . . . . . . . . . . . .9

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES. . . . . . . . . . . . . . . . . . . . . . .10

<PAGE>
RISK FACTORS

The securities offered in this prospectus involve a high degree of risk.
In addition to the other information contained in this prospectus, you should
consider the following risk factors before making an investment. The
occurrence of any the following risks could materially adversely affect our
business, financial condition and results of operations. Additional risks and
uncertainties not presently known to us or that we currently view as immaterial
might also materially adversely affect our business, financial condition or
results of operations. In such a case, the value of your investment could
decline and you may lose all or part of your investment.

This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of a variety of
factors, including those set forth in the following risk factors and elsewhere
in this prospectus.

THE CONVERSION OF THE BRIDGE FINANCING NOTES AND THE EXERCISE OF THE WARRANTS
MAY CREATE IMMEDIATE AND SUBSTANTIAL DILUTION TO THE EXISTING SHAREHOLDERS.

As of December 31, 1999, we had 53,988,579 shares of common stock
outstanding, with a book value of $-0.04 per share. By a previous registration
statement, we have reserved shares of common stock for future issuance pursuant
to the conversion of notes and the exercise of certain warrants. We cannot
assure that the issuance of the common stock reserved for future issuance will
not materially adversely affect the prevailing market price of the common stock.
Furthermore, issuance of the shares of common stock as described below could
result in significant dilution to our stockholders.

We issued $1,700,000 in principal amount of bridge financing notes. The
notes are convertible into shares of common stock by the holders at a conversion
price dependent on the market price as of the date of issue and the date of
redemption. The notes also carry an attached repricing warrant that entitled
the holder to additional shares of common stock if the price drops below certain
levels. The conversion of the notes and the exercise of the repricing warrants
will not result in the receipt of any additional funds, but will eliminate
approximately $1,700,000 in debt. We estimate the dilution to the book value of
our common stock, which may have an accretive affect, resulting from the
conversion of the notes and attached repricing warrants as follows:

Low conversion price High conversion price
(.15/share) (.40/share)
--------------------- ------------

<S> <C> <C> <C> <C>
Book value before $.-0.04 $-0.04
Shares converted/exercised 15,000,000 8,500,000
Book value after $ -0.00 $-0.00
</TABLE>

We also reserved additional shares of common stock for issuance pursuant to the
callable warrants, purchase warrants, and warrants issued to Sovereign Capital
Advisors, LLC as our placement agent, in the amount and up to the following
expirations from the original issue date, should we choose to call the warrants:

Warrant Amount Expiration Date
------- ------ ----------------
Callable up to 12,575,000 shares ($1,700,000 worth) 1 year
Purchase 340,000 shares 5 years
Sovereign 85,000 shares 3 years

<PAGE>
Any proceeds we may receive upon the exercise of these warrants will be
used for general corporate purposes and for working capital, which may include
payment of salaries, research and development, and marketing expenses. Assuming
the conversion of the notes and exercise of the repricing warrants result in
65,000,000 shares of common stock issued and outstanding, we estimate the
dilution to the book value of our common stock, which may have an accretive
affect, resulting from the exercise of the remaining warrants as follows:

Low call price High call price
(.15/share) (.40/share)
---------------- -----------------

<S> <C> <C> <C> <C>
Book value before $ -0.00 $ -0.00
Additional shares, if exercised 11,750,000 4,650,000
Total receipts $ 1,400,000 $1,550,000
Book value after $ 0.01 $ 0.02
</TABLE>

Should we convert the notes and the warrants be exercised, the number of
shares of common stock will substantially increase. This could adversely affect
our stock price and other shareholders' ownership interests. Should the
exercise and/or call price be even lower than $0.15 per share, or if we issue
additional shares in the future, the book value of our common stock may
experience further dilution.

BECAUSE THE CONVERSION AND/OR EXERCISE PRICE IS TIED TO THE MARKET PRICE, THE
NUMBER OF SHARES THAT MAY BE ISSUED WILL INCREASE AS OUR STOCK PRICE DECREASES.

A potentially unlimited number of shares can be issued under the conversion
terms of the notes and related warrants since the exercise price of the warrants
is tied to the market price of our common stock. As such, the number of shares
that can be issued will increase as the price decreases. These registered
shares should be sufficient to cover the conversion of the notes and exercise of
the warrants down to a low price of $.15 per share. Should the conversion
and/or exercise price drop below $.15 per share, we may need to register
additional shares to complete the transaction.

RESALE RESTRICTIONS

We are registering restricted securities that were issued under an employee
benefit plan. Consequently, certain limitations apply to the resale of these
securities. Any sale of the securities subject to this registration statement
by the selling shareholders may not exceed, during any three-month period,
greater than the greater of:

- - 1% of our outstanding common stock; or
- - the average weekly reported trading volume of the common stock during the
four calendar weeks preceding the sale

BECAUSE NO CLEARLY IDENTIFIED MARKET EXISTS FOR OUR PRODUCTS AND SERVICES, WE
MAY LACK THE FINANCIAL RESOURCES TO DEVELOP ANY MARKET ACCEPTANCE.

Our future success entirely depends on the successful development,
commercialization and market acceptance of our personal property marking and
monitoring system. Our initial marketing efforts, which focused primarily on
consumer applications of our technology, were not successful. Identifying
markets that will respond favorably to our products and services will present
marketing and financial challenges to us. We are experimenting with new
business models that are speculative and untested to date. We cannot assure
that we will gain a significant level of commercial acceptance for our products
and services in any commercial market.

We have a large number of competitors across a variety of industries that
have substantially greater financial, technical, marketing, and management
resources. For example, we currently offer a pet registration service using our
technology. However, Pets.com and Petopia.com have recently launched web pages
as a lead in to the sale of pet related products. These marketing efforts may
hinder our success in the pet registration market. Similarly, we recently
launched a business asset management system in certain niche markets. One of
our competitors, Tangram Enterprise Solutions, has over twenty times greater
assets than us and ten times the work force. Should we compete directly with
them, their financial and personnel strength could prevent us from capturing
those markets. As a result, demand and market acceptance for our products and
services are subject to a high level of uncertainty.

OUR FUTURE SUCCESS DEPENDS ON THE EXPERIENCE AND RETENTION OF KEY PERSONNEL.

Our success is largely dependent on our ability to attract and retain key
management and operating personnel. We particularly depend on the efforts and
skills of Bruce I. Lewis, Jay S. Stulberg, Christopher Creed, and Tizio Panara.
We have entered into employment agreements with Mr. Lewis and Mr. Stulberg and
are planning to enter into agreements with Mr. Creed and Mr. Panara. The loss,
incapacity, or unavailability of any of these individuals could materially
adversely affect our business, financial condition or results of operation.

It may also be necessary for us to attract and retain additional
individuals to support our growth or to replace key personnel in the event of
their termination of employment. Because qualified individuals are in high
demand and are often subject to competing offers, we cannot assure that we can
attract and retain qualified personnel needed for our business.

BECAUSE OF OUR HISTORY OF OPERATING LOSSES AND EXPECTATION OF FUTURE LOSSES, OUR
INDEPENDENT AUDITORS EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR FUTURE VIABILITY AS A
GOING CONCERN IN THEIR MOST RECENT AUDIT REPORT.
We have generated only modest revenue and have sustained significant
operating losses each year since our inception. In fact, we have not generated
any significant revenue since September 1997. We have accumulated a deficit of
$18,383,736 as of December 31, 1999. Our ability to generate revenue from
operations and achieve profitability is largely dependent upon a successful
transition from a development stage company to a fully operating company. In
order to achieve that, we will require significant additional financing to
penetrate new markets for our products and services. If we are unable to
attract such financing or achieve profitable operations, we may be forced to
cease or significantly limit our operations. As a result of the foregoing
conditions, our independent public accountants expressed doubt about our future
viability as a going concern in their audit report dated July 8, 1999.

OUR STOCK MAY EXPERIENCE SEVERE VOLATILITY BECAUSE OF THE LIMITED TRADING MARKET
AVAILABLE.

Our common stock is traded in the over-the-counter market and is quoted on
the OTC Bulletin Board. The market for the common stock must be characterized
as extremely limited due to the low trading volume and the small number of
brokerage firms acting as market makers. Because stocks traded on the OTC
Bulletin Board generally have limited brokerage and news coverage, the market
price of our common stock may not reflect our true value. As a result, you may
find it difficult to dispose of our common stock or to obtain accurate
quotations as to our value. Over the past eighteen months our stock has traded
at a price as low as $.05 per share and as high as $.41 per share. We cannot
assure that the over-the-counter market for our securities will continue, that a
more active market will develop, or that the prices in any such market will be
maintained at their current levels or otherwise. Furthermore, technological
innovations, new product developments, general trends in our industry and
quarterly variations in our results of operations may cause the market price of
the common stock to fluctuate significantly.

PENNY STOCK RULES

Our common stock is subject to the penny stock rules promulgated under the
Exchange Act of 1934. The penny stock rules regulate broker-dealer practices in
connection with transactions in equity securities with a price of less than
$5.00. This does not include securities registered on certain national
securities exchanges or quoted on the NASDAQ system as long as exchange or
system provides current price and value information with respect to transactions
in such securities. The penny stock rules require a broker-dealer to deliver a
standardized risk disclosure document prepared by the SEC that provides
information about penny stocks and the nature and level of risks in the penny
stock market. This must occur prior to a transaction involving a penny stock
not otherwise exempt from the rules. The broker-dealer must provide the
customer with current bid and offer quotation for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid/offer quotations and the broker-dealer and
salesperson compensation information must be given to the customer orally or in
writing prior to effectuating the transaction. It also must be given to the
customer in writing before or with the customer's confirmation. In addition,
the penny stock rules require that he broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for our common stock. As such, you may find it
more difficult to sell our common stock in the over-the-counter market.

OUR CURRENT OWNERSHIP STRUCTURE AND THE PROVISIONS OF OUR ARTICLES OF
INCORPORATION AND BYLAWS MAY HINDER ANY MATERIAL CHANGE IN CONTROL.

Our directors, officers, principal stockholders and their affiliates will
continue to beneficially own approximately 13% of the common stock immediately
following this registration. This assumes the full exercise of currently
exercisable options and warrants and the conversion of outstanding convertible
debentures. As a result of such ownership, our directors, officers, principal
stockholders and their affiliates will effectively have the ability to maintain,
control and direct our business and affairs. Such concentration of ownership
may have the effect of delaying, deferring or preventing a change in control.
In addition, our articles of incorporation and bylaws contain provisions that
have the effect of retaining the control of current management and may
discourage any acquisition bids. Such provisions could limit the price that
investors might be willing to pay in the future for shares of the common stock.
It may also impede the ability of stockholders to replace management should
factors warrant such a change.

OUR FUTURE SUCCESS DEPENDS ON THE ACCEPTANCE OF OUR TECHNOLOGY IN THE
MARKETPLACE AND OUR FINANCIAL ABILITY TO KEEP UP WITH TECHNOLOGICAL CHANGES IN
OUR INDUSTRY.

We cannot assure that our competitors and potential competitors will not
succeed in developing or marketing technologies and products that will be more
accepted in the marketplace or render our technology obsolete or noncompetitive.
Most of our competitors and potential competitors have substantially greater
capital resources, research and development staffs and facilities than us.
Products based on new technologies such as radio frequency or new industry
standards may render our existing products obsolete and unmarketable. Over the
past two years we have invested minimal capital to maintain and update our
technology. Any delay in developing, testing and releasing enhanced or new
products could materially adversely affect our business, operating results and
financial condition.

OUR LACK OF SIGNED AGREEMENTS WITH SUPPLIERS MAY PREVENT US FROM EFFECTIVELY
DISTRIBUTING OUR PRODUCTS AND SERVICES TO THE MARKET.
The ability to market, sell and operate our products and services depends
on the procurement of necessary goods and services. Although we have
preliminary understandings with suppliers, these may be difficult to enforce.
We cannot assure that we will achieve and maintain product quality and
reliability in the quantities required for commercial operations or within a
period that will permit us to introduce our products in a timely fashion. We
also cannot assure that we will be able to assemble and manufacture our products
at an acceptable cost.

OUR FUTURE RELATIONSHIP WITH SYMBOL TECHNOLOGIES IS DEPENDENT ON OUR SALE OF A
MINIMUM NUMBER OF THEIR SCANNERS, WHICH WE PRESENTLY CANNOT FULFILL.

We procure scanning equipment from Symbol Technologies,
particularly the PDF 1000 laser scanner. This is the first laser scanner to
read two-dimensional bar code. On May 18, 1999 we entered into an agreement
with Symbol whereby we were granted the exclusive right to use the PDF 1000
laser scanners in the United States, Canada, and Europe for personal property
identification and recovery purposes. This contract is subject to a minimum
annual purchase requirement of 5000 laser scanner units having a purchasing
effect of at least $10,000,000. We will likely not meet this requirement and
Symbol will be permitted to terminate the contract should it so choose. Should
Symbol terminate the agreement, our business may be harmed in two ways:

(1) we may no longer be capable of securing future orders due to a lack of
supply; and
(2) we may not be able to honor existing service agreements with current
customers using the Symbol scanners

Consequently, the termination of the Symbol Contract would directly affect our
general viability as a going concern.

BECAUSE OUR PRODUCTS AND SERVICES ARE SUBJECT TO LENGTHY SALES CYCLES, WE MAY
LACK THE FINANCIAL RESOURCES TO MAINTAIN OPERATIONS.

We typically experience long sales cycles that generally vary from
three to six months. Because the implementation of our products and services
involves significant capital expenditures by the customer, our sales are subject
to lengthy approval processes and delays. We often devote significant time and
resources to a prospective customer, including costs associated with multiple
site visits, product demonstrations, and feasibility studies without any
assurance that the prospective customer will decide to purchase our products.

OUR FUTURE SUCCESS IS DEPENDANT ON PATENTS AND PROPRIETARY TECHNOLOGY. WE
CURRENTLY DO NOT HAVE ANY PATIENTS, REGISTERED TRADEMARKS OR SERVICE MARKS.
Our success partly depends on our ability to obtain patent protection for
our proposed products and processes, to preserve our trade secrets and to
operate without infringing the proprietary rights of third parties. We rely on
a combination of trade secret, nondisclosure and other contractual agreements,
and technical measures to protect the confidential information, know-how and
proprietary rights relating to our personal property identification and recovery
system. In addition, we have an exclusive license with Global Tracker to use
the technology associated with an international patent application filed
pursuant to the Patent Cooperation Treaty for our personal property
identification and recovery system. We cannot assure, however, that this will
mature into an issued patent or that any patent, trademark or service mark
obtained or licensed by us will be held valid and enforceable if asserted by us
against another party. In addition, these protections may not preclude third
parties from asserting infringement claims against us. The successful assertion
of such claims could materially adversely affect our business, operating results
and financial condition.

We do not have any registered trademarks or service marks. Furthermore, we
do not have any active trademark or service mark applications pending before the
U.S. Patent and Trademark Office or with any other regulatory authorities.

Even if our pending patent is ultimately issued, other parties may hold or
receive patents that contain claims covering our technology. Should this occur,
it may delay or prevent the sale of our products and services. It may also
require licenses resulting in the payment of fees or royalties by us in order to
continue operations. We cannot assure that needed or potentially useful
licenses will be available to us in the future on acceptable terms. An adverse
determination in any litigation with respect to proprietary infringement could
subject us to significant liabilities to third parties. In such a case, we may
be required to seek licenses from, or pay royalties to, third parties. We could
also be prevented from manufacturing, selling or using our proposed products.

WE WILL REQUIRE SIGNIFICANT FUTURE CAPITAL IN ORDER TO CONTINUE OPERATIONS. WE
CANNOT ASSURE THAT FUTURE CAPITAL WILL BE AVAILABLE.
We will require additional funds in the amount of $1,000,000 over the next
six months to successfully market and operate our business. We estimate
needing an additional $700,000 over the following twelve months. Our inability
to obtain financing or to raise additional capital when needed on favorable
terms could prevent or delay the marketing, sale and operation of our products
and services. Insufficient funds may require us to delay, scale back or
eliminate some or all of our programs designed to facilitate the commercial
introduction of our products and services or prevent such commercial
introduction altogether.
<PAGE>
USE OF PROCEEDS

We will not receive any part of the proceeds from the sale of the shares of
common stock offered by or for the account of the selling security holders.

SELLING SECURITY HOLDERS

We are registering up to 8,000,000 shares of our common stock issued, or to
be issued, pursuant to the 1994 Amended and Restated Stock Option Plan. The
following table describes the number of securities issued under this Plan and
the total number of securities available to be sold if the vested options are
exercised.

As of March 14, 2000, there were approximately 352 record holders of common
stock. Percentage of ownership is based upon 56,109,109 issued and outstanding
shares of common stock beneficially owned on March 14, 2000, including currently
exercisable warrants to purchase 1,250,000 shares of common stock, currently
exercisable options to purchase 40,000 shares of common stock, currently
exercisable options to purchase 2,498,578 shares of common stock, and currently
exercisable options to purchase 200,000 shares reserved under an option issued
to Toda Corporation Limited for financial consulting services.

Options Issued Options Vested Shares Owned
Percentage

Name and Position Under Plan As of 3/14/00 As of 3/14/00 (if >1%)
- ------------------------- ---------- ------------- -------------- --------
<S> <C> <C> <C> <C>

BRUCE I. LEWIS 4,288,578 1,244,289 3,394,289(1) 6.56
Chief Executive Officer

JAY S. STULBERG 3,088,576 1,244,289 1,494,289(2) 2.49
Chief Financial Officer

JOSEPH GREENBERG 20,000 3,333 210,455(3) N/A
Outside Director

DAVID BUTLER 20,000 3,333 3,333(3) N/A
Outside Director

CARL CORCORAN 20,000 3,333 3,3333 N/A
Outside Director

CHRISTOPHER CREED 825,000 0 344,578 N/A
VP - Operations

TIZIO PANARA 500,000 0 314,615 N/A
VP - Business Development

TODA CORPORATION 200,000 200,000 0 N/A
Consultant
<FN>

________
(1) Number of shares includes the currently exercisable option to purchase
1,244,289 shares of common stock. Furthermore, Mr. Lewis has pledged 600,000
shares of common stock and the option to purchase an additional 1,244,289 shares
of common stock as security to the bridge financing notes.
(2) Number of shares includes the currently exercisable option to purchase
1,244,289 shares of common stock. Furthermore, Mr. Stulberg has pledged 250,000
shares of common stock and the option to purchase an additional 1,244,289 shares
of common stock as security to the bridge financing notes.
(3) Number of shares includes the currently exercisable option to purchase
3,333 shares of common stock
</TABLE>

PLAN OF DISTRIBUTION

We will not receive any of the proceeds from the sale of the common stock
by the selling security holders. We anticipate the selling security holders
will offer the shares of common stock for sale either directly or through
broker-dealers or underwriters. The broker-dealers or underwriters may act
solely as agents or may acquire the shares of common stock as principals. They
may receive compensation in the form of usual and customary or specifically
negotiated underwriting discounts, concessions or commissions from the selling
security holders or the secondary purchasers of the shares of common stock
registered in this prospectus for whom they may act as agent.

The net proceeds to the selling security holders from the sale of common
stock will be the purchase price of the common stock sold less the aggregate
agents' commissions and underwriters' discounts, if any. The selling security
holders and any dealers or agents that participate in the distribution of the
common stock may be deemed to be an underwriter within the meaning of the
Securities Act of 1933.

The shares of common stock being offered by the selling security holders
will be sold in one or more transactions on the OTC Bulletin Board or on any
other market on which our common stock may be trading. The sale price to the
public may be the market price prevailing at the time of sale, or a different
price negotiated by the selling security holders. The selling security holders
shall have the sole and absolute discretion not to accept any purchase offer or
make any sale of shares of common stock if they deem the purchase price to be
unsatisfactory.

Certain limitations apply to the resale of these securities. Any sale of
the securities subject to this registration statement by the selling
shareholders may not exceed, during any three-month period, greater than the
greater of:

- - 1% of our outstanding common stock; or
- - the average weekly reported trading volume of the common stock during the
four calendar weeks preceding the sale

The selling security holders participating in the sale or distribution of
the shares of common stock will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations passed by the SEC.
This may limit the timing of purchases and sales of any of the shares of the
common stock by the selling security holders. It may also affect the
marketability of the shares of common stock.

<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We filed the following documents with the SEC which are hereby incorporated
herein by reference:

(1) Our annual report on Form 10-K for the year ended March 31, 1999; and
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since March 31, 1999.

In addition, all documents subsequently filed by us pursuant to sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference in this registration statement and to be a
part hereof from the date of filing such documents.

We will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in the prospectus but not delivered with the
prospectus. We will provide this information upon written or oral request at no
cost to the requester. Any such request should be made in writing to 1120 Finch
Avenue West, Suite 303, North York, Ontario, Canada M3J 3H7 or by telephone to
Bruce I. Lewis at 1-800-822-8757.

We are required to file reports with the SEC. These reports include: (1)
an annual report on Form 10-K containing financial information examined and
reported upon by our certified public accountants; (2) quarterly reports on Form
10-Q containing unaudited financial statements for each of the first three
quarters of the fiscal year; and (3) additional information on Form 8-K
concerning our business and operations deemed appropriate by our board of
directors.

You may read and copy any materials we file with the SEC by visiting the
public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549
or by calling the SEC at 1-800-SEC-0330. Since we are an electronic filer, you
may also receive information about us through the SEC's internet website that
contains reports, proxy and information statements, and other information at
http://www.sec.gov.
---------------

<PAGE>
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

We shall indemnify to the fullest extent permitted by the laws of Delaware
any person made or threatened to be made, a party to any legal action or
proceeding by reason of the fact the individual is or was our director, officer
or employee, or served as an agent for any other enterprise at our request. The
board of directors shall have the power to indemnify any person, other than a
director or officer, made a party to any legal action, suit or proceeding by
reason of the fact the individual was our employee.

Pursuant to our bylaws, we may indemnify and/or purchase indemnity
insurance for our directors, officers or other employees. We may also pay
and/or advance expenses to our directors, officers and other employees who are
eligible for or entitled to such payments or advances. The extent of any such
indemnification, payment or advance shall be expressly authorized by the board
of directors. Our right to indemnify such persons shall include, but not be
limited to, our authority to enter into written agreements for indemnification.

Subject to the laws of Delaware, our directors shall not be liable to the
company or our shareholders for monetary damages for an act or omission in the
director's capacity of a director, as long as the director acted in good faith.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable. In the
event that a claim for indemnification against such is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of
such issue. This excludes any payment of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding.

Indemnification of officers or persons controlling us for liabilities arising
under the Securities Act of 1933 is held to be against public policy by the SEC,
and is therefore unenforceable.

<PAGE>