S-3

    As filed with the Securities and Exchange Commission on October 10, 2001

                                             Registration Statement No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                          @TRACK COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


          DELAWARE                                            51-0352879
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                           1155 KAS DRIVE, SUITE 100
                            RICHARDSON, TEXAS  75081
                                 (972) 301-2000
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                                 ______________

                               J. RAYMOND BILBAO
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          @TRACK COMMUNICATIONS, INC.
                           1155 KAS DRIVE, SUITE 100
                            RICHARDSON, TEXAS  75081
                                 (972) 301-2000
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)
                                 ______________

                                   Copies to:
                                STEPHEN L. SAPP
                           LOCKE LIDDELL & SAPP LLP
                         2200 ROSS AVENUE, SUITE 2200
                           DALLAS, TEXAS  75201-6776
                                (214) 740-8000

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.
     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                        CALCULATION OF REGISTRATION FEE


------------------------------------------------------------------------------------------------------------------------------------
 Title of Class of Securities   Amount to be Registered      Proposed Maximum            Proposed Maximum          Amount of
     to be Registered                                    Aggregate Price per Share(1)   Aggregate Offering    Registration Fee(2)
                                                                                              Price (1)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Common Stock, par value $0.01         15,293,745                    $1.15                    $17,587,807             $4,397
 par share
------------------------------------------------------------------------------------------------------------------------------------

(1)  Estimated solely for purposes of calculating the registration fee.
(2)  Pursuant to Rule 457(c) of the rules and regulations under the Securities
     Act of 1933, as amended, the registration fee is calculated based on the
     average of the high and low prices for @Track's common stock on the Nasdaq
     SmallCap Market for October 4, 2001.


PROSPECTUS
                               15,293,745 SHARES

                          @Track Communications, Inc.

                                  Common Stock
                          (Par Value $0.01 Per Share)
                        _______________________________

     The selling stockholders listed under the heading "Selling Stockholders" in
this prospectus may from time-to-time offer and sell up to 15,293,745 shares of
our common stock, par value $0.01 per share.  On June 21, 2001, pursuant to a
stock purchase and exchange agreement dated February 14, 2001, Minorplanet
Systems, PLC, a United Kingdom company, one of the selling stockholders,
acquired 30,000,000 shares (62.4% of the then-outstanding common stock) of
@Track in exchange for $10,000,000 in cash and all the outstanding shares of
Minorplanet Limited, one of its subsidiaries.  Also on that date, @Track closed
an exchange offer with the holders of its 13 3/4% Senior Notes, due 2005.  The
selling stockholders other than Minorplanet exchanged their outstanding senior
notes for shares of @Track common stock in this exchange offer at an exchange
rate of 158.97 shares per $1,000 in principal amount of senior notes
surrendered, and a total of 12,593,745 shares were issued under this exchange
offer.

     The selling stockholders may offer the shares of common stock from time-to-
time at market prices prevailing at the time of the sales or at negotiated
prices.  The shares of our common stock offered under this prospectus may be
sold by the selling stockholders, their pledgees, donees, transferees and
successors-in-interest, directly or through agents, underwriters or
broker/dealers as designated from time to time, through public or private
transactions, on or off the Nasdaq SmallCap Market or through a combination of
methods.  To the extent required, the specific number of shares to be sold, the
terms of the offering, including price, the names of any agent, broker/dealer or
underwriter, and any applicable commission, discount or other compensation with
respect to a particular sale will be set forth in an accompanying prospectus
supplement.  We will not receive any proceeds from sales of shares by the
selling stockholders.

     The common stock is listed on the Nasdaq SmallCap Market under the trading
symbol "ATRK."  On October 4, 2001, the last reported sale price of our common
stock was $1.15 per share.

     You should read this entire prospectus, including the documents
incorporated by reference, carefully before you invest.

     AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  YOU
SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 2 OF THIS
PROSPECTUS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                The date of this prospectus is October 10, 2001.


                               TABLE OF CONTENTS
                                                                Page
                                                                ----

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION...   1

RISK FACTORS...................................................   2

@TRACK COMMUNICATIONS, INC.....................................   8

DIVIDEND POLICY................................................  10

USE OF PROCEEDS................................................  10

SELLING STOCKHOLDERS...........................................  11

DESCRIPTION OF CAPITAL STOCK...................................  12

PLAN OF DISTRIBUTION...........................................  15

SEC POSITION ON INDEMNIFICATION................................  16

RECENT DEVELOPMENTS............................................  16

WHERE YOU CAN FIND MORE INFORMATION............................  17

INCORPORATION OF INFORMATION WE FILE WITH THE COMMISSION.......  17

LEGAL MATTERS..................................................  18

EXPERTS........................................................  18


                             CAUTIONARY STATEMENTS
                     CONCERNING FORWARD-LOOKING INFORMATION

     This prospectus and the documents incorporated by reference herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are based on our current expectations, beliefs, estimates and
projections, as well as assumptions made by, and information currently available
to, us.  Statements that are not historical facts, including statements about
our beliefs and expectations, are forward-looking statements.  Forward-looking
statements can generally be identified as such because the context of the
statement may include words such as "expect," "believe," "anticipate" or words
of similar import.  Similarly, statements that describe our future plans,
objectives or goals are also forward-looking statements.  These statements are
not guarantees of future performance, events or results and generally involve
known and unknown risks, uncertainties and other facts that may cause our actual
results, performance or achievements to be materially different from such
forward-looking statements. We undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

     Potential risks and uncertainties include, among others, the following:

     . our ability to achieve and maintain substantial growth and increased
       stockholder value;

     . our ability to successfully commercially exploit Minorplanet's vehicle
       management information technology in North America;

     . our ability to successfully commercially build on Minorplanet's
       relationship with GE Fleet Capital Services;

     . our ability to negotiate competitive GSM service rates with GSM carriers
       for vehicle management information product offerings (GSM is a type of
       wireless communication digital infrastructure commonly used worldwide and
       now starting to be used in the United States);

     . our ability to successfully commercially exploit Minorplanet's sales and
       marketing expertise to increase vehicle management information product
       offering sales;

     . acceptance of our product offerings;

     . market conditions;

     . general economic and business conditions;

     . business abilities and judgment of management and personnel; and

     . changes in business strategy.

     Factors that could cause our actual results to differ from our current
expectations, beliefs, estimates and projections are more fully discussed
elsewhere in this prospectus, including under "Risk Factors" beginning on
page 2, and in the documents incorporated herein by reference.

                                       1


                                  RISK FACTORS

     Investing in our common stock involves a high degree of risk.  You should
carefully consider the following risk factors and all the other information
contained and incorporated by reference in this prospectus before investing in
our common stock.  The trading price of our common stock could decline due to
any of these risks, and you may lose all or part of your investment.

We have operated at a significant loss in recent periods and such losses may
continue.

     We have incurred significant operating losses since our inception, and such
losses may continue for the near future.  We may not ever achieve profitability.
Even if we do achieve profitability, we may not be able to sustain or increase
profits on a quarterly or annual basis.

If we are unable to increase our sales as we project, we may require additional
financing in order to sustain our business operations in the future.

     Our recent recapitalization transaction resulted in net cash proceeds of
$5.9 million after payment of the accrued interest on our senior notes, expenses
and income taxes associated with the recapitalization transaction.  However, we
have incurred significant operating losses since inception and have limited
financial resources to support ourselves until such time that we are able to
generate positive cash flow from operations.  We believe acquisition of the
vehicle management information technology license rights in the U.S., Canada and
Mexico will enhance future results of operations and reduce the need for capital
resources to develop similar tracking technology.  The critical success factors
in our plan to achieve positive cash flow from operations are as follows:

     . achieve significant market acceptance of the vehicle management
       information product line;

     . complete existing orders and secure additional orders under the service
       vehicle contract with the member companies of SBC Communications, Inc.;
       and

     . retain the majority of our existing customer base.

     Our future cash flow from operations and operating requirements may vary
depending on a number of factors, including acceptance in the marketplace of the
our products, the level of competition, general economic conditions, and other
factors beyond our control.  There can be no assurance that we will be able to
meet our sales projections.  If we fail to meet our sales projections, we may
require additional financing to continue to execute our business plan and
sustain our business operations.  There can be no assurance that we will be able
to obtain such financing on favorable terms or at all.

We face significant competition in the automatic vehicle location marketplace.

     Our vehicle management information product faces significant competition
from several other suppliers of similar products, some of which may have greater
financial and technological resources.  We can provide no assurance that our
products will compete successfully with the products of our competitors or that
we will adapt to changes in the business, regulatory or technological
environment as successfully as our competitors.

We may not be able to adequately protect our patents and other proprietary
technology, and our intellectual property rights may be challenged by others.

     Our products and services are highly dependent upon our technology and the
scope and limitations of our proprietary intellectual property rights. In order
to protect our technology, we rely on a combination of patents, copyrights and
trade secret laws, as well as certain customer licensing agreements, employee
and third-party confidentiality and non-disclosure agreements and other similar
arrangements. If our assertion of proprietary intellectual property rights is
held to be invalid, or if another party's use of our technology were to occur to
any substantial degree, our business, financial condition and results of
operations could be materially adversely affected.

     Several of our competitors have obtained and can be expected to obtain
patents that cover products or

                                       2


services directly or indirectly related to those we offer. We attempt to be
aware of patents containing claims that may pose a risk of infringement by our
products or services. In addition, patent applications in the United States are
confidential until a patent is issued and, accordingly, we cannot evaluate the
extent to which our products or services may infringe on future patent rights
being sought by others. In general, if it were determined that any of our
products, services or planned enhancements infringed valid patent rights held by
others, we would be required to obtain licenses to develop and market such
products, services or enhancements from the holders of the patents, to redesign
such products or services to avoid infringement, or to cease marketing such
products or services or developing such enhancements. In such event, we also
might be required to pay past royalties or other damages. We can provide no
assurance that, should it become necessary, we would be able to obtain licenses
on commercially reasonable terms, or that we would be able to design or redesign
our products to incorporate alternative technologies, without a material adverse
effect on our business, financial condition and results of operations.

We may be unable to adapt to shifts in technology in the wireless communications
industry.

     Technology in the wireless communications industry is in a rapid and
continuing state of change as new technologies and enhancements to existing
technologies continue to be introduced. Our future success will depend upon our
ability to develop and market products and services that meet changing customer
needs and that anticipate or respond to technological changes on a timely and
cost-effective basis. We can offer no assurance that we will be able to keep
pace with technological developments. Our failure to develop and market products
and services that meet changing customer needs and that anticipate or respond to
technological changes on a timely and cost-effective basis could result in a
material adverse effect on our business, financial condition and results of
operations.

We may have difficulty in obtaining necessary financing in the future.

     As noted earlier, we are operating at a loss, and may require additional
cash infusions to execute our business plan.  The current financial markets are
uncertain and it may be difficult for us to obtain additional financing.  In
addition, on February 14, 2001, Standard & Poor's downgraded the rating on our
outstanding corporate senior notes from C+++ to D.  We believe that this
downgrading, combined with the current capital markets environment,  may prevent
us from obtaining financing in the future, particularly with respect to the
issuance of debt securities or obtaining credit from a financial institution,
bank or other senior lender.  Our inability to obtain necessary financing may
have a material adverse effect on our business, financial condition and results
of operations as we may not be able to successfully execute our business plan.

Our sales are derived primarily from a few customers, the loss of one or more of
which could significantly reduce our sales and revenue.

     The member companies of SBC Communications, Inc., Wal-Mart Stores East,
Inc. and its affiliated companies, and Contract Freighters, Inc. collectively
accounted for approximately 67% of our installed base of mobile units as of
August 31, 2001.  Our ability to generate positive cash flow from operations is
dependent upon the continued retention of our key customers.  The loss of any of
our key customers, or any event, occurrence or development that adversely
affects our relationship with any of these customers, could have a material
adverse effect upon our business, financial condition and results of operations.

We may be unable to take advantage of the potential benefits of our relationship
with Minorplanet.

     The success of our business strategy depends upon our successfully
achieving infrastructure, product and development synergies derived from our
application of the vehicle management information technology and from the mutual
leveraging by Minorplanet and us of our respective core competencies.  We can
provide no assurance that our new vehicle management information products will
gain market acceptance.  We can also provide no assurance that we can
effectively utilize the prior experience of Minorplanet in marketing to small
and medium-sized companies that manage service vehicle fleets, nor can we ensure
that we will successfully leverage the development experience and resources of
Minorplanet.  Finally, we can provide no assurance that any access to GE Fleet
Capital Services obtained through our relationship with Minorplanet will produce
any contractual or other relationship with GE Fleet Capital Services or their
customers in a manner beneficial to us.  The factors that may affect our ability
to successfully take advantage of our potential synergies with Minorplanet
include:

                                       3


     . the ability of our management to leverage the design and development
       competencies of Minorplanet to ensure that the vehicle management
       information technology has the features and functionality to allow it to
       compete successfully in our targeted markets;

     . the ability of our management to successfully deploy products based on
       the vehicle management information technology that deliver the functions
       and benefits sought by our customers; and

     . the ability of our management to combine their experiences with the
       management of Minorplanet and design a strategy for successfully
       penetrating the U.S. small and medium-sized service fleet market.

     If we are unable to take advantage of the potential benefits derived from
our relationship with Minorplanet, our business, financial condition and results
of operations could be materially adversely affected.

A small number of our stockholders own a substantial amount of our shares of
common stock, and if such stockholders were to sell those shares in the public
market within a short period of time,  the price of our common stock on the
Nasdaq SmallCap Market could drop significantly.

     Minorplanet currently holds 30,000,000 shares of our common stock
(approximately 62.4% of our outstanding shares on a fully diluted basis),
2,700,000 shares of which are eligible for resale under this prospectus, and the
selling stockholders other than Minorplanet collectively hold 12,670,497 shares
of our common stock (approximately 26.4% of our outstanding shares on a fully
diluted basis), of which 12,593,745 shares are eligible for resale under this
prospectus upon the expiration of certain lock-up restrictions discussed on page
13 of this prospectus.  On December 18, 2001, 3,167,624 of these shares will be
released from such restrictions.  On March 18, 2002, an additional 3,167,624
shares will be released, and on June 16, 2002, the balance of these shares will
be released.  In addition, other stockholders also own substantial amounts of
shares of our common stock.  Sales of a large number of shares of our common
stock or even the availability of a substantial number of shares for sale could
have the effect of reducing the price per share of our common stock on the
Nasdaq SmallCap Market, especially given that our common stock is thinly traded
on that market.

We are controlled by a majority stockholder who has the voting power to control
most of the major decisions of our stockholders and to elect all of our
directors.

     Minorplanet is our majority stockholder, and, pursuant to the stock
purchase and exchange agreement, has the right to designate that number of our
directors such that the number of directors designated by it would be equal to
the percentage of votes it would be entitled to cast in an election of
directors, and can effectively control the outcome of any other matters
submitted to a vote of our stockholders, including mergers and other
extraordinary corporate transactions, as well as the election of all of the
directors.  Minorplanet may decide to increase or decrease its investment in our
securities depending on the price and availability of our common stock, our
business and prospects, other business opportunities available to Minorplanet,
subsequent business or economic developments, general market conditions, tax
considerations or other factors.

Our costs to maintain the compatibility of our network will be significantly
increased if U.S. cellular networks continue to shift from analog cellular
networks to digital cellular networks.

     Our current products rely on continued technical compatibility among our
cellular service providers.  If cellular carriers discontinue service to analog
telephones, we would have to dedicate financial resources and engineering staff
to the integration of a digital cellular telephone transceiver into certain of
our products. If substantial changes to the methods of interconnection utilized
by cellular carriers occur, such as a discontinuance of the existing out-of-area
call clearing system or a decision by cellular carriers to eliminate analog
service and employ several diverse digital technologies, we would have to
undertake costly system redesign and could encounter difficulty providing
nationwide coverage to our customers. If we incur expenses to upgrade or alter
the compatibility of our cellular infrastructure, such expenses may have a
material adverse effect on our business, financial condition and results of
operations.

                                       4


GSM technology may not become widespread in the U.S., which could adversely
affect our vehicle management information product offering.

     Our offering of vehicle information management products uses GSM technology
and could be adversely affected if GSM technology does not achieve widespread
acceptance in the U.S.  GSM is the type of digital wireless communication
infrastructure in place in Europe and starting to be used in the U.S.  We can
provide no assurance that any digital communication providers in the U.S. will
offer this technology.

Our near term financial performance is dependent on anticipated sales to SBC and
its affiliates  in 2001, and the failure of certain affiliates of SBC
Communications, Inc. to place anticipated purchase orders could materially
reduce our anticipated revenues.

     The member companies of SBC Communications, Inc.  entered into an agreement
for the purchase of our products and the accompanying support and network
management services with a minimum three year term expiring on December 31,
2001. SBC has purchased and installed approximately 37,000 mobile units pursuant
to the agreement as of August 31, 2001, and has announced its intention to place
orders for approximately 6,000 additional units to complete implementation of
our contract.  SBC has not yet placed purchase orders for all these additional
units.  The failure of SBC to place those orders could cause revenues to be
significantly less than we had anticipated and could have a material adverse
effect on our business, financial condition and results of operations.

We are dependent on a sole provider of software maintenance and support for our
network service center and our business and financial condition could be
materially adversely affected if that provider is unable or unwilling to provide
these maintenance and support services to us.

     We operate the network services center, which was previously operated by
Tekelec, a third party provider.  We have limited experience maintaining and
supporting our own network services center and its software and hardware
systems. We rely primarily on the services provided by Tekelec pursuant to a
maintenance and support agreement expiring in December 2003.  If we are unable
to renew the software maintenance and support agreement with Tekelec, and any
significant performance or other operational problems subsequently occur with
our network services center, our inability to remedy these performance or
operational problems could result in a material adverse effect on our business,
financial condition and results of operations.

If we are unable to renew or replace our existing cellular service agreements at
current rates as they expire, our cost of services could increase.

     A substantial number of our contracts with our cellular carriers
automatically renew on an annual basis, subject to notice of termination in the
thirty days prior to such annual renewal. In order to continue to provide mobile
communications services to our customers, we must continually renew our
agreements with individual cellular carriers. If we are unable to renew or
replace these contracts with cellular carriers at rates similar to the current
rates, the resulting higher costs of cellular transmission time could have a
material adverse effect on our business, financial condition and results of
operations.

We are dependent on a sole provider of alarm-monitoring services to SBC and if
we are unable to procure these services from this provider, our costs for
obtaining this service could increase, or we may be forced to expend funds to
develop this service ourselves.

     We are reliant on Criticom International Corporation as our sole provider
for alarm-monitoring services to the member companies of SBC Communications,
Inc. as required by our contract with SBC. If Criticom should fail to renew our
service contract and if we were unable to obtain replacement services at similar
rates, we could be required to either develop our own alarm monitoring center
and obtain the licenses required for its operation, or execute an agreement with
another alarm-monitoring services provider, which agreement may not be available
on commercially acceptable terms.  An increase in the cost of obtaining alarm
monitoring services could have a material adverse effect on our business,
financial condition and results of operations.

As we heavily rely on TSI to provide essential clearinghouse services, our
inability to renew our agreements with TSI could force us to make costly design
changes to our network.

                                       5


     TSI provides clearinghouse functions to the cellular industry, creating the
data link between a foreign network and a traveling vehicle's home cellular
service area, performing credit checking functions and facilitating roamer
incoming call delivery functions.  Our contract with TSI covers certain
functions that are critical to our ability to instantly deliver calls
nationwide. It covers an initial term of three years that began on May 3, 1999.
We are guaranteed the right to renew the contract for up to 10 one-year periods
beyond the initial term, at a reasonable rate to be determined by TSI.  However,
TSI retains the right to increase the rates at time of renewal.

     If we are unable to renew our agreements with TSI upon reasonable
commercial rates, our service margins may be substantially reduced by higher
wholesale rates paid for the TSI services.  Also, if the new rates charged by
TSI are not commercially reasonable, we may be required to make substantial and
costly design changes to our network in order to ensure continued availability
of our services. Because of the unique position of TSI as the industry-wide
clearinghouse and the difficulty associated with their replacement, there can be
no assurance that full functionality of our system could be maintained if such a
redesign were necessary.

As we also rely on Southwestern Bell Mobile Systems, Inc. for other cellular
clearinghouse services, our inability to renew our agreement with SBMS could
significantly increase our cost of obtaining this necessary service.

     On March 30, 1999, we executed an Administrative Carrier Agreement with
SBMS whereby SBMS provides clearinghouse services to us, including the direct
payment of our cellular service providers for cellular airtime through the
cellular clearinghouse process.  This agreement provides for an initial term of
three years that automatically renews for five additional consecutive one-year
terms.  While we have no reason to believe that SBMS will not renew the
Agreement, it is possible that SBMS will attempt to renegotiate higher rates for
the services which it provides at the time of renewal.  If we are unable to
negotiate commercially reasonable rate increases, our service margins could be
reduced substantially.  If we are unable to renew because we cannot reach
agreement on commercially reasonable rate increases, the failure to renew this
contract and continue existing arrangements for payment to our cellular service
providers could require us to post security deposits or provide other financial
assurances, which could have a material adverse effect on our business,
financial condition or results of operations.

Any natural disaster, terrorist attack or other occurrence that renders our
network service center inoperable could significantly hinder the delivery of our
services to our customers because we lack an effective remote back-up
communications system.

     We do not currently have a remote back-up communications system that would
enable us to continue to provide mobile communications services to our customers
in the event of a natural disaster, terrorist attack or other occurrence that
rendered our network services center inoperable.  Accordingly, our business is
subject to the risk that such a disaster, attack or other occurrence could
hinder or prevent us from providing services to some or all of our customers.
The delay in the delivery of our services could cause some of our customers to
discontinue business with us which may materially reduce our revenues.

We depend on our key personnel, and the loss of one or more of these individuals
could have a material adverse effect on our business.

     We are dependent on the efforts of:

     . Jana Ahlfinger Bell, President and Chief Executive Officer;

     . Michael Smith, Executive Vice President and Chief Financial Officer;

     . Todd Felker, Senior Vice President - Sales & Marketing;

     . Marshall Lamm, Senior Vice President - Operations;

     . Robert LaMere, Senior Vice President - Transportation Systems; and

                                       6


     . J. Raymond Bilbao, Senior Vice President, General Counsel and Secretary.

     @Track maintains employment agreements with these executives expiring on
June 20, 2002, which will renew automatically thereafter, subject to each such
executive's right to terminate such agreements on six month's notice.  In
addition, we are also dependent upon a group of our employees possessing
valuable technical skills who are not bound by any employment agreements.

     The loss of services of one or more of these individuals could materially
and adversely affect our business and future prospects.  We do not maintain key-
man life insurance on any of the our officers or employees. We can provide no
assurance that we will be able to attract and retain additional management and
technical personnel required in connection with the growth and development of
our business.

Increases in the wholesale rates for analog wireless minutes could reduce or
eliminate our service margin.

     Currently, the national wireless carriers are increasingly converting their
networks to support more digital subscribers versus analog subscribers resulting
in degradation of analog services.  As customers of the wireless carriers
convert to digital services, such carriers will expend less resources to
maintain their analog networks and are expected to convert the majority of the
available channels from analog to digital.  Currently, wireless carriers no
longer allow new subscriptions for analog customers and the majority of their
customer bases are digital service subscribers.  In an effort to encourage
existing subscribers to convert to digital services, wireless carriers continue
to maintain and/or increase prices for analog services while digital rates
continue to decline due to competition.  With digital rates continuing to
decline, our customers expect to be charged lower wireless rates for our
services.  However, it is probable that the rates at which we purchase analog
wireless minutes for sale to our customers will not decrease but will increase.
Thus, based upon our customer's expectation of lower retail rates, we will not
be able to increase the retail rates we charge to our customers for analog
wireless service while the wholesale rates at which we purchase the analog
wireless service for provision to our customers may increase, reducing our
service gross profit margin.  This potential reduction in our service gross
profit margin could have a material adverse effect on our business, financial
condition and results of operations.

Product liability claims could have a material adverse effect on our business by
creating additional costs related to the payment or settlement of these claims.

     It is possible that the operation of our products may give rise to product
liability claims. Product liability claims present a risk of protracted
litigation, substantial money damages, attorney's fees, costs and expenses, and
diversion of management attention.  Product liability claims that exceed policy
limits applicable to our liability insurance or that are excluded from the
policy coverage could result in a material adverse effect on our business,
financial condition and results of operations.

Changes in industry-specific government regulations could require us to
materially increase our expenses to pay compliance fees.

     We believe that our products and services are currently exempt from both
Federal Communications Commission and state regulations. We rely on our long-
distance providers and wireless providers to comply with any applicable
regulatory requirements.  In the event that our services were reclassified as
"telecommunications services," we could be forced to expend substantial time,
money and resources to comply with the applicable regulations and contribute to
applicable universal services funds mandated by federal regulations.  Such an
event could result in a material adverse effect on our business, financial
condition and results of operations due to such increase in expenses.

Our current business plan contemplates significant expansion, which we may be
unable to manage.

     If we successfully implement our business strategy, we may experience
periods of expansion. We can provide no assurance that we will successfully
maintain and improve our operating and financial systems, expand, train and
manage our employee base, properly manage production and inventory levels to
meet product demand or facilitate new product introductions in connection with
the expansion of our business. In general, our failure to

                                       7


manage the growth of our business effectively could result in a material adverse
effect on the our business, financial condition and results of operations.

The price of our common stock is volatile.

     Historically, market prices for securities of emerging companies in the
telecommunications industry have been highly volatile. Future announcements
concerning our business, the business of our competitors or our wireless
providers, including results of technological innovations, new commercial
products, financial transactions, government regulations, proprietary rights or
product or patent litigation, may have a significant impact on the market price
of shares of our common stock.  The market price of our common stock and its
trading volume have been highly volatile in recent periods and our common stock
is often thinly traded.

                          @TRACK COMMUNICATIONS, INC.

     General. @Track Communications, Inc., a Delaware corporation, develops and
implements mobile communications solutions for long-haul truck fleets, service
vehicle fleets and other mobile-asset fleets, including integrated voice, data
and position location services.

     We provide mobile communications services for certain products through a
wireless enhanced services network, which utilizes our patented, proprietary
technology to integrate various transmission, long-distance, switching, tracking
and other services provided through contracts with certain telecommunications
companies and 66 cellular carriers. Our communications network covers
approximately 98% of the available cellular service areas in the United States
and substantially all of the available A-side coverage in Canada.  "A-side
coverage" refers to a type of license awarded by the Federal Communications
Commission to provide cellular service in a specific area.  Call processing and
related functions for our network are provided through our Network Services
Center.  We hold 37 United States and 8 foreign patents.

     Products and Services.  We classify our products and services into three
major categories:

     . truck fleet mobile communications;

     . service-vehicle management; and

     . mobile asset tracking.

     During the year ended December 31, 2000, approximately 53% of our gross
revenues were derived from truck fleet mobile communications, while 47% of our
gross revenues were derived from the service-vehicle management category.  We
had virtually no revenue from the mobile asset tracking category during 2000.
We have experienced a similar gross revenue structure through the first and
second quarters of 2001.  These products and services are discussed further
below.

     Truck Fleet Mobile Communications and Service Vehicle Fleet Management.  We
provide long-haul trucking and service vehicle fleet customers with a
communications solution that combines voice and data communications with
satellite-based location technology.  This product offering provides engine
monitoring, scanning, mapping, dispatch management and alarm monitoring
applications, which enables our customers to manage and control mobile truck
fleets from central locations.  In addition to hardware device and network
connectivity, we also provide a national network of maintenance and repair
services.  Our home office in Richardson, Texas also houses over 35 customer
service representatives providing technical support to our customers at all
times.  Our data center, located in Joplin, Missouri, integrates mobile platform
data with business functions such as general ledger, accounts payable,
electronic data interchange, customer service, driver management, route
optimization, and fuel processing, all of which services are packaged and made
available to our customers.

     Mobile Asset Tracking. We entered the mobile-asset-tracking market with the
introduction of our trailer-tracking product, TrackWare(R).  TrackWare combines
the technologies of global positioning and control channel

                                       8


messaging to report locations and specific trailer events, such as tractor
connection and disconnection, trailer loading and unloading and whether a
trailer door is open or closed.

     Operations, Infrastructure and Employees.  We use wireless data and/or
voice technologies, combined with global positioning satellite technology, to
support all of our current products.  Our strategy is to select and use wireless
networks that provide the "best fit" for each of our current products.  At June
30, 2001, we had 250 employees, 200 of whom work at our headquarters in
Richardson, Texas.  Our employees are not represented by a collective bargaining
agreement. Our principal executive offices are located at 1155 Kas Drive, Suite
100, Richardson, Texas, 75081.  Our telephone number is (972) 301-2000.

     Acquisition of Minorplanet Limited and the Deployment of Vehicle Management
Information Technology. The transactions contemplated by the stock purchase and
exchange agreement were consummated on June 21, 2001.  At the closing,
Minorplanet received 62.4% of our outstanding common stock.  Simultaneously, we
received from Minorplanet $10,000,000 in cash, with net proceeds to us of
$5,900,000, to be utilized for general working capital purposes, and all of the
capital stock of Minorplanet Limited, a subsidiary of Minorplanet which holds an
exclusive, 99-year and royalty-free license to use, market and sell the vehicle
management information technology in the United States, Canada and Mexico.
Vehicle management information technology uses the GSM wireless network.  The
vehicle management information technology allows our customers to collect and
archive a variety of vehicle operating data, including:


     . location;

     . speed;

     . fuel economy;

     . distances traveled;

     . travel times;

     . speed limit infractions; and

     . unauthorized location visits.

     Key synergies that we anticipate from our completed transaction with
Minorplanet include:

     . the expansion and enhancement of our product lines through the
       application of the vehicle management information technology;

     . our leveraging of Minorplanet's sales and marketing experience to small
       and medium-sized local and regional companies with service vehicle
       fleets;

     . the opportunity to leverage Minorplanet's established relationship with
       GE Fleet Capital services, a leading lessor and manager of service
       vehicle fleets, in order to offer them our products and services; and

     . our leveraging of Minorplanet's research and development resources to
       achieve improved functionality and features for the vehicle information
       management technology in the United States, Canada and Mexico.

     There can be no guarantee that any of these synergies or any other
synergies resulting from Minorplanet's investment in our business will actually
materialize.

     On July 2, 2001, we commercially launched our vehicle management
information product which uses technology developed by Minorplanet in the
Dallas/Ft. Worth, Texas greater metropolitan area.

                                       9


                                DIVIDEND POLICY

     We have never declared or paid cash or other dividends on our shares of
capital stock.  Our board of directors currently intends to retain all earnings
for use in our business.  Therefore, we do not anticipate declaring or paying
any cash dividends on our common stock in the foreseeable future.

                                USE OF PROCEEDS

     The selling stockholders will receive all of the proceeds from the sale of
the shares of our common stock and we will not receive any proceeds from the
sale of those shares.

                                       10


                              SELLING STOCKHOLDERS

     The common stock covered by this prospectus was originally issued by us in
offerings exempt from the registration requirements of the Securities Act.  The
purchasers in those offerings, or the holders who exchanged other securities for
shares of our common stock, or their respective pledgees, donees, transferees or
other successors in interest, who we collectively refer to in this prospectus as
selling stockholders, may from time to time offer and sell any and all shares of
common stock offered under this prospectus.

     The following table sets forth certain information, as of September 20,
2001, with respect to shares of common stock covered by this prospectus and
other shares of common stock owned by the selling stockholders.  Because the
selling stockholders may offer all, some or none of the shares of common stock
that are covered by this prospectus, no estimate can be made of the number of
shares of common stock that will be offered by this prospectus or the number of
shares of common stock that will be owned by any of the selling stockholders
upon completion of the offering(s) to which this prospectus relates.




                                    Shares of Common                                                         Percent of Class
                                      Stock Owned       Shares of Common Stock    Shares of Common Stock     to be Owned After
                                      Before the           Covered by this        to be Owned After the             the
Name of Selling Stockholder            Offering              Prospectus                Offering(1)            Offering (1)
---------------------------            --------              ----------                -----------          -------------------
                                                                                                
Mackay Shields LLC (2)                11,249,035             11,249,035                         0                          *
Minorplanet Systems PLC               30,000,000              2,700,000                27,300,000                       56.8%
LB Series Fund, Inc., High               614,022                614,022                         0                          *
 Yield Portfolio
Roy F. McMahan, Jr.                        2,303                  2,303                         0                          *
TD Securities, Inc.                      383,764                383,764                         0                          *
Lutheran Brotherhood High Yield          307,011                307,011                         0                          *
 Fund
Lloyd I. Miller, III                      37,610                 37,610                         0                          *

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

*Less than 1%.

1.  Assumes the sale of all shares of common stock registered hereunder,
    although the selling stockholders are under no obligation known to us to
    sell any shares of common stock.

2.  Represents shares of common stock beneficially owned by institutional
    investors for which Mackay Shields LLC is an investment adviser. Mackay
    Shields has sole voting and dispositive power with respect to these shares.

                                       11


                          DESCRIPTION OF CAPITAL STOCK

     @Track's authorized capital stock consists of (i) 100,000,000 shares of
common stock, par value $0.01 per share, and (ii) 20,000 shares of preferred
stock, par value $0.01 per share, of which one (1) share has been designated as
Series E Preferred Stock.  As of September 20, 2001, 48,055,854 shares of common
stock and one (1) share of Series E Preferred Stock were outstanding.  The
following description of certain terms of our capital stock does not purport to
be complete and is qualified in its entirety by reference to our restated
certificate of incorporation, our second amended and restated bylaws, the stock
purchase and exchange agreement dated February 14, 2001, and the registration
rights agreement related thereto, a copy of which is filed as a exhibit to the
registration statement that contains this prospectus.

     Common Stock.  The holders of our common stock are entitled to all of the
rights and privileges of holders of shares of common stock under the Delaware
General Corporation Law.  Subject to the preferences applicable to shares of our
preferred stock, the holders of our common stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by our board of
directors out of legally available funds.  In the event of the liquidation,
dissolution or winding up of @Track, the holders of our common stock will be
entitled to share ratably in all assets remaining after payment of liabilities,
subject to the prior distribution rights of holders of shares of our preferred
stock.  There are no redemption or sinking fund provisions applicable to our
common stock.  All of the outstanding shares of our common stock are duly
authorized, validly issued, fully paid and nonassessable.

     Each holder of our common stock is entitled to one vote for each share of
common stock held on all matters submitted to the vote of stockholders,
including the election of directors.  Cumulative voting for the election of
directors is prohibited by our certificate of incorporation and bylaws.

     Preferred Stock.  Our board of directors may at any time divide and
establish any or all of our unissued and unallocated shares of preferred stock
into one or more series and fix and determine the designation of each such
series, the number of shares which shall constitute such series, and certain
powers, preferences and relative, participating, optional or other special
rights and qualifications, limitations and restrictions and voting rights of the
shares of each series so established.

     Series E Preferred Stock.  On June 11, 2001, we filed a certificate of
designation with the Delaware Secretary of State that designed an authorized
share of our preferred stock as one share of Series E Preferred Stock with a
liquidation preference of ($1,000).  We granted and issued the share of Series E
Preferred Stock to Jana Ahlfinger Bell, our President and Chief Executive
Officer, as a bonus for services performed for our benefit.  In respect of
rights to payment of dividends and the distribution of assets in the event of
any liquidation, dissolution or winding up of @Track, the Series E Preferred
Stock will rank senior to our common stock and to any other class or series of
our capital stock, unless the terms of such capital stock provide otherwise.
Except as provided under Delaware law, the Series E Preferred Stock does not
have any voting or preemptive rights.

     The holder of the share of Series E Preferred Stock is entitled to receive,
when, as and if declared by our board of directors, cash dividends equal to
seven percent (7%) per annum of the $1,000 per share liquidation preference of
the Series E Preferred Stock.  Such dividends will accrue and be cumulative from
the date the share of Series E Preferred Stock was originally issued and are
payable annually in arrears not later than January 31 of each year beginning in
2002.  Shares of Series E Preferred Stock are redeemable at our option at any
time following the third anniversary of the date of issuance thereof upon the
payment by us to the holder of the share of Series E Preferred Stock of a cash
payment equal to the sum of (i) $1,000 and (ii) all accrued and unpaid dividends
payable in respect of the share of Series E Preferred Stock as of the date of
such redemption.

     Registration Rights Agreement.  The holders of our common stock that
acquired their shares pursuant to the stock purchase and exchange agreement or
the exchange offer we completed on June 21, 2001 are entitled to certain
registration rights pursuant to a registration rights agreement we also entered
into with these stockholders.  Pursuant to the registration rights agreement,
all of the shares of our common stock acquired pursuant to the stock purchase
and exchange agreement or the exchange offer by stockholders other than
Minorplanet, and nine percent (9%) of the shares acquired by Minorplanet, are
being registered for resale under the registration statement that contains this
prospectus.  On up to three separate occasions, but no more than twice in any
twelve-month period, the holders of at least ten percent (10%) of our shares so
registered will be entitled to request that we undertake an underwritten

                                       12


offering of such shares if the proposed offering has anticipated aggregate
proceeds in excess of $10,000,000 at the time of the request.  We are required
to keep the registration statement effective until any holders entitled to sell
shares of our common stock under it are otherwise entitled to sell such shares
without restriction pursuant to Rule 144 under the Securities Act.

     In addition to the registration rights described above, pursuant to the
registration rights agreement the holders of at least fifteen percent (15%) of
the then outstanding common stock issued pursuant to the stock purchase and
exchange agreement and exchange offer will be entitled to require us, on up to
five separate occasions, but no more than twice in any twelve-month period, to
register shares of our common stock for resale if the proposed offering has
anticipated aggregate proceeds in excess of $10,000,000 at the time the
registration request is made.  Also, subject to certain limitations, all of
these stockholders that are deemed to be parties to the registration rights
agreement are generally entitled to include such shares in any transaction in
which we sell our common stock to the public.

     The foregoing registration rights are subject to limitations as to amount
by the underwriters of any offering and to black-out periods in which our
management may delay an offering for a limited period of time.

     Lock-up Restrictions.  Under the terms of the stock purchase and exchange
agreement and a lockup agreement executed by the exchanging noteholders in
connection with the June 21, 2001 exchange offer, all of the selling
stockholders (except for Minorplanet) have agreed to certain contractual lock-up
restrictions regarding the resale of the shares they acquired in the exchange
offer.  These selling stockholders will not be permitted to sell any of the
shares they acquired in the exchange offer until December 18, 2001.  For the
period from December 18, 2001 until March 17, 2002, such stockholders will be
entitled to sell up to 25% of their respective holdings.  For the period from
March 18, 2002 until June 15, 2002, such stockholders will be able to sell an
additional 25% of their respective holdings, up to a maximum of 50%.  On June
16, 2002, such stockholders will be free to resell all of their shares subject
to applicable securities laws.

     Additional Rights of Minorplanet.  Minorplanet has additional rights to
control our corporate actions beyond those rights it has by virtue of being a
majority stockholder.  These rights are contained in Article VI of the stock
purchase and exchange agreement and Article XI of our bylaws.

     As long as Minorplanet owns capital stock of @Track entitled to cast five
percent (5%) of the votes in the election of our directors:

     . Minorplanet will have the right to maintain proportionate representation
       on our board of directors and its committees (and in any event, to
       designate at least two members of the board of directors and one member
       of any committee of the board of directors). Given Minorplanet's current
       ownership, it has the right to elect a majority of the board of
       directors, although at present two directors designated by Minorplanet
       have been elected to the seven member board of directors.

     . Neither we nor any of our subsidiaries may cause or permit any of the
       following events to occur without the affirmative vote of all of those
       directors designated by Minorplanet pursuant to the stock purchase and
       exchange agreement:

       . any capital expenditure by @Track that is not contemplated in any
         current annual budget which exceeds $200,000;

       . the hiring or firing of any @Track officer or senior executive
         reporting to the chief executive officer who has an annual salary of
         $130,000 or more, or entering into employment agreements with these
         individuals or amendments to existing agreements;

       . the direct or indirect redemption, purchase or making of any payments
         with respect to stock appreciation rights and similar types of stock
         plans;

                                       13


       . the sale, lease or transfer of any assets of @Track representing 5% or
         more of @Track's consolidated assets, or the merger, consolidation,
         recapitalization, reclassification or other changes to the capital
         stock of @Track;

       . except as required under law, the taking or instituting of bankruptcy
         or similar proceedings;

       . the issuance, purchase, acquisition or redemption of any capital stock
         or any notes or debt convertible into equity;

       . the acquisition of another entity;

       . the entering into any agreement or contract the fair market value of
         which exceeds $200,000;

       . the amendment of @Track's certificate of incorporation or bylaws that
         would adversely affect holders of our common stock or Minorplanet's
         rights under the stock purchase and exchange agreement;

       . the exiting of, or entering into a different line of business;

       . the incurrence of any indebtedness or liability or the making of any
         loan except in the ordinary course of business;

       . the placing of any lien on @Track's assets or properties, or

       . the adoption or implementation of any anti-takeover provision that
         would adversely affect Minorplanet.

                                       14


                              PLAN OF DISTRIBUTION

     This prospectus may be used in connection with resales or redistributions
of common stock by a selling stockholder.  Such a resale or redistribution may
be effectuated directly or indirectly through brokers or dealers or in a
distribution by one or more underwriters on a firm commitment or best efforts
basis, on the Nasdaq SmallCap Market, in the over-the-counter market, on any
other securities exchange on which shares of common stock are listed or traded,
in privately negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, or at
negotiated prices.  Resale or redistribution also may be effected through:

     . a block trade, which may involve cross trades, in which the broker or
       dealer engaged will attempt to sell shares as agent but may position and
       resell a portion of the block as principal to facilitate the transaction;

     . purchases by a broker or dealer as principal and resale by such broker or
       dealer for its own account;

     . exchange distributions and/or secondary distributions in accordance with
       the rules of the Nasdaq SmallCap Market;

     . ordinary brokerage transactions and transactions in which the broker
       solicits purchasers;

     . an offering at other than a fixed price on or through the facilities of
       the Nasdaq SmallCap Market or to or through a market maker other than on
       the Nasdaq SmallCap Market;

     . pledges to lenders as collateral to secure loans, credit or other
       financing arrangements and any subsequent foreclosure thereunder;

     . a combination of any such methods of sale; or

     . any other legally available means.

     The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.  In connection
with resales or redistributions of @Track common stock or otherwise, a selling
stockholder may enter into hedging transactions with brokers, dealers or other
financial institutions.  In connection with these transactions, brokers, dealers
or other financial institutions may engage in short sales of the common stock in
the course of hedging the positions they assume with the selling stockholders.
A selling stockholder may also enter into options or other transactions with
brokers, dealers or other financial institutions which require delivery to that
broker, dealer or financial institution of common stock which common stock may
be resold by such broker, dealer or financial institution pursuant to this
prospectus.

     In effecting sales, brokers, dealers or financial institutions engaged by a
selling stockholder may arrange for other brokers, dealers or financial
institutions to participate.  Any public offering price and any discount or
concession allowed or reallowed or paid to underwriters or dealers may be
changed from time to time.  The broker-dealers participating in these resales or
redistributions may be deemed "underwriters" within the meaning of the
Securities Act, and any profit on the sale of the shares of common stock and any
commissions received by these broker-dealers may be regarded as underwriting
commissions under the Securities Act.  The shares of common stock may be sold
from time to time at varying prices determined at the time of sale or at
negotiated prices.

     The sale of our common stock is subject to compliance by the selling
stockholders with certain contractual restrictions, including certain
restrictions contained in the aforementioned registration rights agreement.
Pursuant to the registration rights agreement, we will pay all expenses in
connection with the registration of our common stock.  The selling stockholders
will pay any brokerage or underwriting commissions and taxes of any kind,
including, without limitation, transfer taxes.

                                       15


     In connection with resales and redistributions, the following information
will, to the extent then required, be provided in the applicable prospectus
supplement:

     . the number of shares to be sold;

     . the purchase price;

     . the public offering price, if applicable;

     . the name of any underwriter, agent or broker-dealer; and

     . any applicable commissions, discounts or other items constituting
       compensation to underwriters, agents or broker-dealers with respect to
       the particular sale or distribution.

     We have agreed with the selling stockholders to customary indemnification
obligations with respect to the sale of our common stock by use of this
prospectus.

                        SEC POSITION ON INDEMNIFICATION

       Under our certificate of incorporation, our directors and officers are
indemnified against certain causes of action.  Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the registrant, the registrant has been informed
that in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                              RECENT DEVELOPMENTS

     In the first quarter of 2001, K-TEC, the manufacturer of certain of our
products, sent us a letter alleging that we were in breach of our manufacturing
contract with K-TEC.  In its letter, K-TEC alleged that it was carrying excess
and obsolete inventory that we had indicated would be necessary to meet our
anticipated manufacturing requirements.  We reviewed the claims in this letter
and believe that we have valid defenses to K-TEC's allegations.

     Since March 2001, K-TEC took a number of actions in connection with these
events, including:

     . making a written demand for payment of over $4 million for inventory
       carrying expenses;

     . refusing to ship our products unless we prepay for such products and pay
       amounts that K-TEC claims it is owed for carrying excess inventory;

     . refusing to manufacture our products;

     . refusing to process any of our product returns; and

     . refusing to return our test equipment and prototypes so that we could
       find a new manufacturer for our products.

     On May 18, 2001, we filed a complaint against K-TEC seeking recovery for
breach of contract and other damages.  On June 21, 2001, K-TEC filed a complaint
against us seeking recovery for breach of contract and other damages.  We have
reached a tentative settlement with K-TEC which we expect to be finalized by the
end of September, 2001.  As a result of this tentative settlement agreement, we
recorded a provision of $2.1 million at June 30, 2001, as our estimate of the
cost to be incurred to resolve this matter.

                                       16


                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information with the Commission.  You may inspect and copy such reports, proxy
statements and other information at the public reference facilities maintained
by the Commission at:

            Room 1204, Judiciary Plaza         Citicorp Center
            450 Fifth Street, N.W.             500 West Madison Street
            Washington, D.C.  20549            Chicago, IL  60661

     Please call the Commission at 1-800-SEC-0330 for further information about
the public reference facilities.  This material may also be obtained from the
Commission's worldwide web site at http://www.sec.gov.  The address of the
Commission's Internet site is provided solely for the information of prospective
investors and is not intended to be an active link.  Our outstanding common
stock is listed on the Nasdaq SmallCap Market under the symbol "ATRK."

     We have filed a registration statement, of which this prospectus is a part,
covering the common stock offered hereby.  As allowed by Commission rules, this
prospectus does not contain all the information set forth in the registration
statement and the exhibits, financial statements and schedules thereto.  We
refer you to the registration statement, the exhibits, financial statements and
schedules thereto for further information.  This prospectus is qualified in its
entirety by such other information.

            INCORPORATION OF INFORMATION WE FILE WITH THE COMMISSION

     The Commission allows us to "incorporate by reference" certain information
we file with them into this prospectus, which means that we can disclose
important information to you by referring you to another document filed
separately with the Commission.  The information incorporated by reference is
deemed to be part of this prospectus, except for any information superseded by
information in this prospectus.  We have filed the documents listed below with
the Commission (File No. 000-26140) under the Exchange Act, and these documents
are incorporated herein by reference:

     . Our Annual Report on Form 10-K/A for the year ended December 31, 2000,
       filed with the Commission on May 11, 2001;

     . Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
       filed with the Commission on May 11, 2001;

     . Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
       filed with the Commission on August 14, 2001;

     . Our Current Report on Form 8-K, filed with the Commission on January 16,
       2001;

     . Our Current Report on Form 8-K, filed with the Commission on June 8,
       2001; and

     . Our Current Report on Form 8-K, filed with the Commission on June 29,
       2001.

     Any documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the initial filing of the registration statement that
contains this prospectus and prior to the termination of the offering of the
securities to which this prospectus relates will automatically be deemed to be
incorporated by reference in this prospectus and to be part hereof from the date
of filing of those documents.

     Any statement contained in this prospectus or in a document incorporated by
reference shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this prospectus or in any other document
which is also incorporated by reference modifies or supersedes that statement.

                                       17


     You may obtain copies of all documents which are incorporated in this
prospectus by reference (other than the exhibits to such documents which are not
specifically incorporated by reference herein) without charge upon written or
oral request to Ray Bilbao, @Track Communications, Inc., 1155 Kas Drive,
Richardson, Texas  75081.

                                 LEGAL MATTERS

     The validity of the securities offered hereby is being passed upon for us
by Locke Liddell & Sapp LLP, Dallas, Texas.

                                    EXPERTS

     The financial statements for the years ended December 31, 1999, and
December 31, 2000, respectively, which have been incorporated by reference from
the Annual Report on Form 10-K/A of @Track for the year ended December 31, 2000,
have been audited by Arthur Andersen LLP, independent auditors, as stated in
their reports, and have been incorporated in reliance upon the reports of such
firm upon their authority as experts in accounting and auditing.  The financial
statements for the year ended December 31, 1998, which have been incorporated by
reference from the Annual Report on Form 10-K/A of @Track for the year ended
December 31, 2000, have been audited by PricewaterhouseCoopers LLP, independent
accountants, as stated in their reports, and have been incorporated in reliance
upon the reports of such firm upon their authority as experts in accounting and
auditing.

                                       18


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The fees and expenses to be paid by us in connection with the distribution
of the securities being registered hereby are estimated as follows:

           Registration fee........................     $ 4,397
           Legal fees and expenses.................     $30,000
           Accounting fees and expenses............     $ 5,000
           Printing................................     $ 2,000
           Miscellaneous...........................     $   500
                                                        -------
             Total.................................     $41,897
                                                        =======

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any director or officer of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action, suit or
proceeding brought by reason of the fact that such person is or was a director
or officer of the corporation, provided such person acted in good faith and in a
manner that he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, if he or she had no reason to believe such conduct was unlawful.  In
a derivative action (i.e., one brought by or on behalf of the corporation),
indemnification may be made only for expenses actually and reasonably incurred
by any director or officer in connection with the defense or settlement of such
an action or suit, if such person acted in good faith and in a manner that he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine that the
defendant is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

     The Delaware General Corporation Law also permits a corporation to purchase
and maintain insurance on behalf of any person who is or was a director or
officer against any liability asserted against such person and incurred by him
or her in such capacity or arising out of his or her status as such, whether or
not the corporation has the power to indemnify such person against that
liability under Section 145 of the Delaware General Corporation Law.

     Article VIII of @Track's Certificate of Incorporation and Article VIII of
@Track's Bylaws provide for indemnification of directors and officers and for
the purchase of insurance for their benefit.

     Article VIII of the Certificate of Incorporation provides that @Track shall
indemnify any person who was or is a party, or is threatened to be made a party
to, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, any appeal in
such an action, suit or proceeding and any inquiry or investigation that could
lead to such an action, suit or proceeding (whether or not by or in the right of
@Track), by reason of the fact that he or she is or was a director, officer,
employee, or agent of @Track, or is or was serving at the request of @Track as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functions of another corporation, partnership, joint venture, sole
proprietorship, trust, non-profit entity, employee benefit plan or other
enterprise, against all judgments, penalties (including excise and similar
taxes), fines, settlements and expenses (including attorneys' fees and court
costs) actually and reasonably incurred

                                      II-1


by him or her in connection with such action, suit or proceeding to the fullest
extent permitted by any applicable law, and such indemnity shall inure to the
benefit of the heirs, executors and administrators of any such person so
indemnified.

     The right to indemnification under Article VIII of the Certificate of
Incorporation is a contract right which includes, with respect to directors and
officers, the right to be paid by @Track the expenses incurred in defending any
such proceeding in advance of the disposition; provided, however, that if the
Delaware General Corporation Law requires, the payment of such expenses incurred
by a director or officer in advance of the final disposition of a proceeding
shall be made only upon delivery to @Track of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under Article VIII of the Certificate of Incorporation or otherwise.
@Track may, by action of the Board of Directors, pay such expenses incurred by
employees and agents of @Track upon such terms as the Board of Directors deem
appropriate.  The indemnification and advancement of expenses provided by, or
granted pursuant to, Article VIII of the Certificate of Incorporation shall not
be deemed exclusive of any other right to which those seeking indemnification
may be entitled under any law, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

     Article VIII of the Certificate of Incorporation provides that to the
fullest extent permitted by the DGCL a director of @Track shall not be liable to
@Track or its stockholders for monetary damages for breach of fiduciary duty as
a director.

     Article VIII, Section 8.1 of the Bylaws provides that @Track shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of @Track), by reason of the fact that he or she is or was a director,
officer, employee or agent of @Track, or is or was serving at the request of
@Track as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if such person acted in good faith and in a manner that he or
she reasonably believed to be in, or not opposed to, the best interests of
@Track and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.

     Article VIII, Section 8.2 of the Bylaws also provides that @Track shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
@Track to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee or agent of @Track, or is or was serving
at the request of @Track as a director, officer, employee, agent of another
corporation, partnership, joint venture or trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of @Track, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to @Track unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

                                      II-2


ITEM 16.  EXHIBITS.

   4.1   Restated Certificate of Incorporation of @Track (previously filed as
         Exhibit 3.1 to @Track's Current Report on Form 8-K filed with the
         Commission on June 29, 2001 and incorporated herein by reference).

   4.2   Second Amended and Restated Bylaws of @Track (previously filed as
         Exhibit 3.2 to @Track's Current Report on Form 8-K filed with the
         Commission on June 29, 2001 and incorporated herein by reference).

   4.3   Specimen of certificate representing Common Stock, par value $0.01 per
         share, of @Track (previously filed as Exhibit 4.1 to @Track's
         Registration Statement on Form S-1 (No. 33-91456), effective June 22,
         1995, and incorporated herein by reference).

   4.4   Indenture dated September 23, 1997 by and among @Track, HighwayMaster
         Corporation and Texas Commerce Bank, National Association (previously
         filed as Exhibit 4.5 to the Company's Form S-4 (No. 333-38361), and
         incorporated herein by reference).

   4.5   First Supplemental Indenture dated June 20, 2001, by and between @Track
         and The Chase Manhattan Bank, National Association, Trustee, to the
         Indenture dated September 23, 1997 (previously filed as Exhibit 4.1 to
         @Track's Form 8-K filed with the Commission on June 29, 2001, and
         incorporated herein by reference).

  *5.1   Opinion of Locke Liddell & Sapp LLP regarding the validity of shares.

 *10.1   Registration Rights Agreement, dated as of June 21, 2001, by and
         between @Track, Minorplanet Systems PLC and certain stockholders
         referred to therein.

 *23.1   Consent of Arthur Andersen LLP.

 *23.2   Consent of PricewaterhouseCoopers LLP.

 *23.3   Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

 *24.1   Powers of Attorney (included on the signature page of the initial
         Registration Statement).
-------------
*  Filed herewith.

ITEM 17.  UNDERTAKINGS.

     (a) The undersigned 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:

              (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

                                      II-3


           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% 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 (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission 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 purpose 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.

     (b) The undersigned registrant hereby undertakes 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 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.

     (c) 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 it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4


                                   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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Richardson, Texas, on October 10, 2001.

                                 @TRACK COMMUNICATIONS, INC.

                                 By:    /s/ Jana Ahlfinger Bell
                                        -----------------------
                                        Jana Ahlfinger Bell
                                        President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jana A. Bell and W. Michael Smith and each of
them, 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 capabilities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, 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 the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.



             Signatures                     Title                               Date
             ----------                     -----                               ----
                                                                         
/s/ Stephen L. Greaves                 Director                             October 5, 2001
------------------------------------
Stephen L. Greaves

/s/ Gerry C. Quinn                     Director                             October 5, 2001
------------------------------------
Gerry C. Quinn

/s/ John T. Stupka                     Director                             October 5, 2001
------------------------------------
John T. Stupka

/s/ Dr. William P. Osborne             Director                             October 5, 2001
------------------------------------
Dr. William P. Osborne

/s/ Andrew Tillman                     Director                             October 10, 2001
------------------------------------
Andrew Tillman

/s/ Robert J. Kelly                    Director                             October 10, 2001
------------------------------------
Robert J. Kelly

/s/ Jana Ahlfinger Bell                President, Chief Executive           October 10, 2001
------------------------------------   Officer and Director
Jana Ahlfinger Bell

/s/ W. Michael Smith                   Chief Financial Officer              October 10, 2001
------------------------------------   (Principal Financial Officer)
W. Michael Smith

/s/ Stephen P. Tacke                   Vice President and Controller        October 10, 2001
------------------------------------   (Principal Accounting Officer)
Stephen P. Tacke



                                 EXHIBIT INDEX

   4.1   Restated Certificate of Incorporation of @Track (previously filed as
         Exhibit 3.1 to @Track's Current Report on Form 8-K filed with the
         Commission on June 29, 2001 and incorporated herein by reference).

   4.2   Second Amended and Restated Bylaws of @Track (previously filed as
         Exhibit 3.2 to @Track's Current Report on Form 8-K filed with the
         Commission on June 29, 2001 and incorporated herein by reference).

   4.3   Specimen of certificate representing Common Stock, par value $0.01 per
         share, of @Track (previously filed as Exhibit 4.1 to @Track's
         Registration Statement on Form S-1 (No. 33-91456), effective June 22,
         1995, and incorporated herein by reference).

   4.4   Indenture dated September 23, 1997 by and among @Track, HighwayMaster
         Corporation and Texas Commerce Bank, National Association (previously
         filed as Exhibit 4.5 to the Company's Form S-4 (No. 333-38361), and
         incorporated herein by reference).

   4.5   First Supplemental Indenture dated June 20, 2001, by and between @Track
         and The Chase Manhattan Bank, National Association, Trustee, to the
         Indenture dated September 23, 1997 (previously filed as Exhibit 4.1 to
         @Track's Form 8-K filed with the Commission on June 29, 2001, and
         incorporated herein by reference).

 * 5.1   Opinion of Locke Liddell & Sapp LLP regarding the validity of shares.

 *10.1   Registration Rights Agreement, dated as of June 21, 2001, by and
         between @Track, Minorplanet Systems PLC and certain stockholders
         referred to therein.

 *23.1   Consent of Arthur Andersen LLP.

 *23.2   Consent of PricewaterhouseCoopers LLP.

 *23.3   Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

 *24.1   Powers of Attorney (included on the signature page of the initial
         Registration Statement).
---------------
*  Filed herewith.

EX-5.1

                                                                     Exhibit 5.1


                    [LETTERHEAD OF LOCKE LIDDELL & SAPP LLP]

                                October 10, 2001

@Track Communications, Inc.
1155 Kas Drive, Suite 100
Richardson, Texas  75081

Ladies and Gentlemen:

     We have acted as special counsel to @Track Communications, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by @Track with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), relating to the offering from time to time by selling
stockholders of up to 15,293,745 shares of common stock, par value $0.01 per
share, of @Track (the "Common Stock").

     In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable in connection with this
opinion, including, without limitation, @Track's Restated Certificate of
Incorporation, @Track's Second Amended & Restated Bylaws, and the Registration
Statement.  In our examination we have assumed (without any independent
investigation) 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, the authenticity of originals of such copies and the
authenticity of telegraphic or telephonic confirmations of public officials and
others.  As to facts material to our opinion, we have relied upon (without any
independent investigation) certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of @Track or its representatives or officers.

     Based upon the foregoing, we are of the opinion that the aforementioned
shares of Common Stock are validly issued, fully paid and non-assessable.

     This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

     We are admitted to the bar in the State of Texas, and we do not express any
opinion as to the laws of any other jurisdiction other than the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware, and we express no opinion as to the effect of any other laws on the
opinions stated herein.

     The opinions expressed herein are as of the date hereof and are based on
the assumptions set forth herein and the laws and regulations currently in
effect, and we do not undertake and hereby disclaim any obligation to advise you
of any change with respect to any matter set forth herein.


     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Securities Act and the rules and regulations promulgated
thereunder.

                                    Very truly yours,

                                    LOCKE LIDDELL & SAPP LLP


                                    By:  /s/ Stephen L. Sapp
                                       ---------------------
                                       Name:  Stephen L. Sapp

EX-10.1

                                                                    EXHIBIT 10.1

                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of June
21, 2001 and is by and between @TRACK COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), MINORPLANET SYSTEMS PLC, a United Kingdom public
limited corporation (referred to herein as "Buyer" or "Initial Securities
Holder") and  the Other Holders (as defined herein).

     WHEREAS, the Company, Buyer and Mackay Shields LLC are concurrently with
the execution of this Agreement consummating the transactions contemplated by
that certain Stock Purchase and Exchange Agreement, dated February 12, 2001 (the
"Stock Purchase Agreement"), providing for, among other things, the receipt by
Buyer of 150,000,000 newly issued shares of Common Stock, par value $0.01 per
share, of the Company (the "Common Stock") to be issued to Buyer, and newly
issued shares of Common Stock to be issued to the Other Holders, all in
accordance with the terms and transactions contemplated by the Stock Purchase
Agreement;

     WHEREAS, the transactions contemplated by the Stock Purchase Agreement are
to be consummated at the closing ( the "Closing");

     WHEREAS, in connection with the Stock Purchase Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:

     SECTION 1. DEFINITIONS.

     1.1  Defined Terms. (a) As used in this Agreement, the following terms
shall have the following meanings:

     "Agreement" shall mean this Registration Rights Agreement, as it may be
amended, supplemented or otherwise modified from time to time.

     "Buyer" shall have the meaning assigned to such term in the Preamble.

     "Closing" shall have the meaning assigned to such term in the Recitals.

     "Closing Date" shall mean the date on which the Closing occurs.

     "Commission" shall mean the United States Securities and Exchange
Commission or any successor thereto.

     "Common Stock" shall have the meaning assigned to such term in the Recitals
and shall also include (a) any securities issued as a dividend or distribution
on such shares of Common Stock, and (b) any securities into which such Common
Stock is converted in any merger, consolidation, reclassification, exchange
transaction or any such similar transaction.

     "Company" shall have the meaning assigned to such term in the Preamble.

     "Company Public Sale Event" shall mean any sale by the Company of Common
Stock for its own account as contemplated by subsection 4.1 pursuant to an
effective Registration Statement filed by the Company, filed on Form S-1 or any
other form for the general registration of securities with the Commission (other
than a Registration Statement filed by the Company on either Form S-4 or Form S-
8 or any registration in connection with a standby underwriting in connection
with the redemption of outstanding convertible securities).


     "Company Sale Notice" shall mean a Notice of Offering pursuant to
Subsection 4.1 from the Company to each Security Holder stating that the Company
proposes to effect a Company Public Sale Event.

     "Demand Registration" shall have the meaning ascribed to such term in
Section 3.2(a).

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and any rules and regulations promulgated thereunder, and any successor federal
statute, rules or regulations.

     "Form S-1" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Form S-3" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Form S-4" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Form S-8" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Initial Exchange Shares" shall mean the newly issued shares of Common
Stock issued by the Company to the Other Holders pursuant to the terms of the
Letters of Transmittal.

     "Initial Purchase Shares" shall mean the aggregate of 150,000,000 newly
issued shares of Common Stock issued by the Company to the Buyer pursuant to the
terms of the Stock Purchase Agreement at the Closing.

     "Initial Securities Holder" shall have the meaning assigned to such term in
the Preamble.

     "Letters of Transmittal" shall mean the transmittal letters by the holders
of the 13 3/4% Senior Notes due 2005, Series A, and 13 3/4% Senior Notes due
2005, Series B to the Company pursuant to the exchange offer contemplated by the
Stock Purchase Agreement.

     "Losses" shall have the meaning given thereto in Section 6.7(a)(i).

     "NASD" shall mean the National Association of Securities Dealers, Inc. or
any successor thereto.

     "Notice of Offering" shall mean a written notice with respect to (a) a
proposed Shelf Demand Registration, (b) a proposed  Demand Registration, or (c)
a Company Public Sale Event, in each case setting forth (i) the expected maximum
and minimum number of shares of Registrable Common or Common Stock, as the case
may be, proposed to be offered and sold, (ii) the lead managing underwriter, if
applicable or selected and (iii) the proposed method of distribution and the
expected timing of the offering.

     "Other Holders" shall mean the Persons who execute and deliver the Letters
of Transmittal tendering the 13 3/4% Senior Notes due 2005, Series A, and 13
3/4% Senior Notes due 2005, Series B in exchange for newly issued Common Stock
of the Company; it being agreed that such Persons shall be deemed to be
signatories to this Agreement upon execution and delivery of the Letters of
Transmittal and the consummation of the transactions contemplated thereby.

     "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

     "Piggybacking Securities Holders" shall mean Securities Holders selling
Registrable Common in connection with a Company Public Sale Event pursuant to
subsection 4.3.


     "Preliminary Prospectus" shall mean each preliminary prospectus included in
a Registration Statement or in any amendment thereto prior to the date on which
such Registration Statement is declared effective under the Securities Act,
including any prospectus filed with the Commission pursuant to Rule 424(a) under
the Securities Act.

     "Prospectus" shall mean each prospectus included in a Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
Registration Statement in accordance with Rule 430A), together with any
supplement thereto, and any material incorporated by reference into such
Prospectus, all as filed with, or transmitted for filing to, the Commission
pursuant to Rule 424(b) under the Securities Act.

     "Public Sale Event" shall mean a Shelf Demand Registration, Demand
Registration, or a Company Public Sale Event, as the case may be.

     "Purchase Agreement" shall mean any written agreement entered into by any
Securities Holder providing for the sale of Registrable Common in the manner
contemplated by a related Registration Statement, including the sale thereof to
an underwriter for an offering to the public.

     "Registrable Common" shall mean (a) the Initial Purchase Shares, (b) the
Initial Exchange Shares and (c) any other securities issued as (or issuable upon
the conversion or exercise of any warrant, right, option or other security which
is issued as) a dividend or other distribution with respect to, or in exchange
for or in replacement of, the Initial Purchase Shares or the Initial Exchange
Shares; provided, however, that any such Registrable Common shall cease to be
Registrable Common when (i) a Registration Statement with respect to the sale of
such Registrable Common has been declared effective under the Securities Act and
such securities have been disposed of in accordance with the plan of
distribution set forth in such Registration Statement, (ii) such shares are
disposed of pursuant to Rule 144 (or any similar provisions then in force) under
the Securities Act, (iii) such Registrable Common shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer under the Securities Act shall have been delivered by the Company and
they may be resold without subsequent registration or qualification under the
Securities Act or any state securities laws then in force, or (iv) such
securities shall cease to be outstanding; provided, however, that any securities
that have ceased to be Registrable Common cannot thereafter become Registrable
Common, and any security that is issued or distributed in respect to securities
that have ceased to be Registrable Common shall not be Registrable Common.

     "Registration" shall mean a registration of securities pursuant to the
Securities Act.

     "Registration Statement" shall mean any registration statement (including
the Preliminary, the Prospectus, any amendments (including any post-effective
amendments) thereof, any supplements and all exhibits thereto and any documents
incorporated therein by reference pursuant to the rules and regulations of the
Commission), filed by the Company with the Commission under the Securities Act
in connection with any Public Sale Event.

     "Responsible Officer" shall mean, as to the Company, the chief executive
officer, the president, the chief financial officer or any executive or senior
vice president of the Company.

     "Rule 144" shall mean Rule 144 promulgated by the Commission under the
Securities Act, or any successor to such Rule.

     "Rule 415" shall mean Rule 415 promulgated by the Commission under the
Securities Act, or any successor to such Rule.

     "Rule 424" shall mean Rule 424 promulgated by the Commission under the
Securities Act, or any successor to such Rule.

     "Rule 430A" shall mean Rule 430A promulgated by the Commission under the
Securities Act, or any successor to such Rule.


     "Sale Event" shall mean any sale by the Company of Common Stock pursuant to
a Company Public Sale Event or any sale by any Securities Holder of Registrable
Common pursuant to a Public Sale Event.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and any
rules and regulations promulgated thereunder and, any successor federal
statutes, rules or regulations.

     "Securities Holder" or "Securities Holders" shall mean the Initial
Securities Holder, the Other Holders and any transferee thereof to whom the
rights and obligations of a Securities Holder are transferred pursuant to
subsection 6.8.

     "Securities Holders' Counsel" shall mean the law firm appointed by
Securities Holders owning a majority of the Registrable Common held by
Securities Holders at the time of such appointment representing all of the
Securities Holders with respect to a proposed offering under this Agreement, at
the expense of the Company.

     "Shelf Demand Registration" shall have the meaning assigned to such term in
subsection 2.2.

     "Shelf Registration Statement" shall have the meaning assigned to such term
in subsection 2.1.

     "Shelf Shares" shall have the meaning assigned to such term in subsection
2.1.

     "Stock Purchase Agreement" shall have the meaning assigned to such term in
the Recitals.

     "Termination Date" shall mean the later of the respective dates on which
the Company has no further obligation under the terms of this Agreement to file
or keep effective the Registration Statement.

     (b) The words "hereof, "herein' and "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement.  Unless otherwise specified,
references to sections, subsections, schedules and exhibits are references to
such in this Agreement.

     SECTION 2. SHELF REGISTRATION.

     2.1  Shelf Registration. The Company agrees that, as promptly as practical
after the date hereof, and in any event no later than 90 days after the date
hereof, the Company shall use its best efforts to prepare and file with the
Commission a "shelf" Registration Statement on Form S-1 or Form S-3 for an
offering to be made on a continuous basis pursuant to Rule 415 (or any successor
rule) (the "Shelf Registration Statement") covering all of the (x) Initial
Exchange Shares and (y) nine percent (9%) of the Initial Purchase Shares
(collectively, the "Shelf Shares"); provided, however, that if the Company is
not eligible to use Form S-3 and uses Form S-1, the Initial Purchase Shares
shall not be covered by such Shelf Registration Statement.  The Company will use
its best efforts to have such Shelf Registration Statement declared effective by
the Commission on or as soon as practicable after the date hereof.  The Company
shall use its best efforts to keep the Shelf Registration Statement continuously
effective until the earlier of (A) the date the Securities Holders can sell all
their shares of the Shelf Shares without any restrictions under Rule 144 and (B)
the date on which no Shelf Shares remain outstanding.  In the event the Company
has complied with this Section by using a Form S-3 and becomes ineligible to use
such Form, it shall use its best efforts to substitute therefor, as soon as
practicable, a Form S-1 covering the Initial Exchange Shares.

     2.2  Shelf Demand Registrations. (a) If the Company shall at any time
receive a Notice of Offering from any Securities Holder or Securities Holders
holding a minimum of 10% of the Shelf Shares then outstanding (but in no event
less than 3,000,000 shares (which number shall be adjusted in accordance with
all splits, pro rata stock dividends or reclassifications of the Common Stock))
requesting an underwritten offering of Shelf Shares under the Shelf Registration
Statement that has anticipated aggregate proceeds at the time of the request
(net of underwriting discounts, commissions and expenses) in excess of
$10,000,000 (a "Shelf Demand Registration"), the Company shall, subject to the
terms and conditions hereof, be obligated to use its best efforts to facilitate
such proposed underwritten offering pursuant to the terms of this Agreement.


     (b) Following receipt of the notice referred to in subsection 2.2(a), the
Company shall promptly, but in no event later than the fifth business day
following receipt of such notice, give a Notice of Offering to all Securities
Holders (other than the demanding Securities Holder), which shall set forth the
right of such Securities Holders to include any or all shares of Registrable
Common held by such Securities Holders in the proposed offering, subject to the
terms of this Agreement.

     (c) The Securities Holders shall be entitled to a total of three (3) Shelf
Demand Registrations during the term of this Agreement; provided, however, that
no more than two of such Shelf Demand Registrations may take place in any twelve
(12) month period.

     (d) If at any time any of the Securities Holders of the Registrable Common
covered by the Shelf Registration Statement desire to sell Registrable Common in
an underwritten offering (which for the purposes of this Agreement shall not be
deemed to include block trades) in accordance with the limitations of this
subsection 2.2, the investment banker or investment bankers that will manage the
offering will be nationally recognized underwriters selected jointly by the
Company, the Security Holder initiating such underwritten offering and the
Securities Holders owning a majority of the Registrable Common held by
Securities Holders included in such offering and reasonably acceptable to the
Company.

     (e) If the lead managing underwriter advises the Company in writing (with a
copy to each Securities Holder participating in an underwritten offering) on or
before the date five (5) days prior to the date then scheduled for such
underwritten offering that, in its opinion, the amount of securities (including
shares of Registrable Common) requested to be included in such underwritten
offering exceeds the amount which can be sold in (or during the time of) such
offering, the number of shares of Registrable Common that may be so included
shall be allocated among all Securities Holders pro rata on the basis of the
number of shares of Shelf Shares held by such Securities Holders; provided,
however, that such allocation shall not operate to reduce the aggregate number
of shares of Registrable Common that may be so included in such underwriting.
If any Securities Holder does not request inclusion of the maximum number of
shares of Shelf Shares allocated to it pursuant to the above described
procedure, the remaining portion of its allocation shall be reallocated among
those requesting Securities Holders whose allocation did not satisfy their
requests pro rata on the basis of the number of shares of Registrable Common
held by such Securities Holders, and this procedure shall be repeated until all
of the Registrable Common which may be included in the underwriting have been so
allocated.

     (f) Securities Holders holding a majority of the Shelf Shares exercising a
demand right for a Shelf Demand Registration under subsection 2.2(a) may
withdraw the exercise of such right on behalf  of all such exercising Securities
Holders as a result of a material adverse change in the earnings, condition,
financial or otherwise, or prospects of the Company, or a material adverse
change in the market for equity securities generally by giving written notice to
the Company prior to the date the Purchase Agreement for such underwritten
offering is signed, and such withdrawn Shelf Demand Registration right shall not
be deemed to be one of the three Shelf Demand Registrations provided under
Section 2.2(c); provided, however, that the Company shall not be required to
deliver a Notice of Offering with respect to a renewed or new demand for an
offering pursuant to subsection 4.2 or to take any other action with respect to
any such renewed or new demand for a period of ninety (90) days following any
such notice of withdrawal.

     SECTION 3. DEMAND REGISTRATION.

     3.1  Demand Registration. The Company agrees that, as promptly as practical
after the receipt of a Notice of Offering pursuant to Section 3.2(a), the
Company shall use its best efforts to prepare and file with the Commission a
Registration Statement on a form then available for such filing for an offering.
The Company will use its best efforts to have such Registration Statement
declared effective by the Commission on or as soon as practicable after the date
of such filing.  It is agreed that any request to register shares under this
Section 3.1 in accordance with Rule 415 under the Securities Act shall be
subject to Rule 415(a)(2) under the Securities Act.

     3.2  Demand Registrations. (a) If the Company shall at any time receive a
Notice of Offering from any Securities Holder or Securities Holders holding a
minimum of 15% of the Registrable Common then outstanding (but in no event less
than 3,000,000 shares (which number shall be adjusted in accordance with all
splits, pro rata


stock dividends or reclassifications of the Common Stock)) requesting an
offering of Registrable Common under a Demand Registration Statement that has
anticipated aggregate proceeds at the time of the request (net of underwriting
discounts, commissions and expenses) in excess of $10,000,000 (a "Demand
Registration"), the Company shall, subject to the terms and conditions hereof,
be obligated to use its best efforts to facilitate such proposed offering
pursuant to the terms of this Agreement.

     (b) Following receipt of the notice referred to in subsection 3.2(a), the
Company shall promptly, but in no event later than the fifth business day
following receipt of such notice, give a Notice of Offering to all Securities
Holders (other than the demanding Securities Holder), which shall set forth the
right of such Securities Holders to include any or all shares of Registrable
Common held by such Securities Holders in the proposed offering, subject to the
terms of this Agreement.

     (c) The Securities Holders shall be entitled to a total of five (5) Demand
Registrations during the term of this Agreement; provided, however, that if the
Initial Purchase Shares cannot be registered on the Shelf Registration Statement
on Form S-3, the Initial Security Holder shall be entitled to two (2) additional
Demand Registrations during the term of this Agreement.  Notwithstanding the
foregoing, no more than two of such Demand Registrations may take place in any
twelve (12) month period.

     (d) If at any time any of the Securities Holders of the Registrable Common
covered by the Registration Statement desire to sell Registrable Common in an
underwritten offering (which for purposes of this Agreement shall not be deemed
to include block trades) in accordance with the limitations of subsection
3.2(a), the investment banker or investment bankers that will manage the
offering will be nationally recognized underwriters selected jointly by the
Company, the Security Holder initiating such underwritten offering and the
Securities Holders owning a majority of the Registrable Common held by
Securities Holders included in such offering and reasonably acceptable to the
Company.

     (e) If the lead managing underwriter advises the Company in writing (with a
copy to each Securities Holder participating in an underwritten offering) on or
before the date five (5) days prior to the date then scheduled for such
underwritten offering that, in its opinion, the amount of securities (including
shares of Registrable Common) requested to be included in such underwritten
offering exceeds the amount which can be sold in (or during the time of) such
offering, the number of shares of Registrable Common that may be so included
shall be allocated among all Securities Holders pro rata on the basis of the
number of shares of Registrable Common held by such Securities Holders;
provided, however, that such allocation shall not operate to reduce the
aggregate number of shares of Registrable Common that may be so included in such
underwriting.  If any Securities Holder does not request inclusion of the
maximum number of shares of Registrable Common allocated to it pursuant to the
above described procedure, the remaining portion of its allocation shall be
reallocated among those requesting Securities Holders whose allocation did not
satisfy their requests pro rata on the basis of the number of shares of
Registrable Common held by such Securities Holders, and this procedure shall be
repeated until all of the Registrable Common which may be included in the
underwriting have been so allocated.

     (f) Securities Holders holding a majority of the Registrable Common
exercising a demand right for a Demand Registration under subsection 3.2(a) may
withdraw the exercise of such right on behalf of all such exercising Securities
Holders as a result of a material adverse change in the earnings, condition,
financial or otherwise, or prospects of the Company, or a material adverse
change in the market for equity securities generally by giving written notice to
the Company prior to the date the Purchase Agreement for such underwritten
offering is signed, and such withdrawn Demand Registration right shall not be
deemed to be any of the Demand Registrations provided under Section 3.2(c);
provided, however, that the Company shall not be required to deliver a Notice of
Offering with respect to a renewed or new demand for an offering pursuant to
subsection 4.2 or to take any other action with respect to any such renewed or
new demand for a period of ninety (90) days following any such notice of
withdrawal.

     SECTION 4. COMPANY SALE EVENTS.

     4.1  Determination.  Subject to subsection 5.2, the Company may at any time
effect a Company Public Sale Event pursuant to a Registration Statement filed by
the Company if the Company gives each Securities Holder a


Company Sale Notice, provided that such Company Sale Notice is given not less
than 21 days prior to the initial filing of the related Registration Statement.
The obligation of the Company to give to each Securities Holder a Company Sale
Notice and to permit piggyback registration rights to such Securities Holders
with respect to Registrable Common in connection with Company Sale Events in
accordance with this Section 4 shall terminate on the earlier of (A) the date
the Securities Holders can sell all their shares of the Registrable Common
without any restrictions under Rule 144 and (B) the date on which no Registrable
Common remains outstanding.

     4.2  Notice.  The Company Sale Notice shall offer the Securities Holders
the opportunity to participate in such offering and include the number of shares
of Registrable Common which represents the best estimate of the lead managing
underwriter (or, if not known or applicable, the Company) that will be available
for sale by the Securities Holders in the proposed offering.

     4.3  Piggyback Rights of Securities Holders.  (a) If the Company shall have
delivered a Company Sale Notice, Securities Holders shall be entitled to
participate on the same terms and conditions as the Company in the Company
Public Sale Event to which such Company Sale Notice relates and to offer and
sell shares of Registrable Common therein only to the extent provided in this
subsection 4.3.  Each Securities Holder desiring to participate in such offering
shall notify the Company no later than ten (10) days following receipt of a
Company Sale Notice of the aggregate number of shares of Registrable Common that
such Securities Holder then desires to sell in the offering.

     (b) Each Securities Holder desiring to participate in a Company Public Sale
Event may include shares of Registrable Common in any Registration Statement
relating to a Company Public Sale Event to the extent that the inclusion of such
shares shall not reduce the number of shares of Common Stock to be offered and
sold by the Company to be included therein.  If the lead managing underwriter
selected by the Company for a Company Public Sale Event advises the Company in
writing (with a copy to each Securities Holder) that, in its opinion, the total
number of shares of Common Stock to be sold by the Company together with the
shares of Registrable Common which such holders intend to include in such
offering would reasonably be expected to materially adversely affect the price
or distribution of the Common Stock offered in such Company Public Sale Event or
the timing thereof, then there shall be included in the offering only that
number of shares of Registrable Common, if any, that such lead managing
underwriter reasonably and in good faith believes will not materially adversely
affect the price or distribution of the Common Stock to be sold in such Company
Public Sale Event; provided that if the lead managing underwriter determines
that such factors require a limitation on the number of shares of Registrable
Common to be offered and sold as aforesaid and so notifies the Company in
writing, the number of shares of Registrable Common to be offered and sold by
Securities Holders desiring to participate in the Company Public Sale Event,
shall be allocated among those Securities Holders desiring to participate in
such Company Public Sale Event on a pro rata basis based on their holdings of
Registrable Common.  If any Securities Holder does not request inclusion of the
maximum number of shares of Registrable Common allocated to it pursuant to the
above-described procedure, the remaining portion of its allocation shall be
reallocated among those requesting Securities Holders whose allocation did not
satisfy their requests pro rata on the basis of the number of shares of
Registrable Common held by such Securities Holders, and this procedure shall be
repeated until all of the shares of Registrable Common which may be included in
the underwriting have been so allocated.

     4.4  Discretion of the Company.  In connection with any Company Public Sale
Event, subject to the provisions of this Agreement, the Company, in its sole
discretion, shall determine whether (a) to proceed with, withdraw from or
terminate such Company Public Sale Event, (b) to enter into a purchase agreement
or underwriting agreement for such Company Public Sale Event, and (c) to take
such actions as may be necessary to close the sale of Common Stock contemplated
by such offering, including, without limitation, waiving any conditions to
closing such sale which have not been fulfilled.  No public offering effected
pursuant to this Section 4 shall be deemed to have been effected pursuant to
Section 2 or Section 3 hereof.

     SECTION 5. BLACK-OUT PERIODS.

     5.1  Black-Out Periods for Securities Holders. (a) No Securities Holder
shall offer to sell or sell any shares of Registrable Common pursuant to any
Registration Statement during the 60-day period immediately following the
effective date of any Registration Statement filed by the Company in respect of
a Company Public Sale Event.


     (b) No Securities Holder shall offer to sell or sell any shares of
Registrable Common pursuant to any Registration Statement, and the Company shall
not be required to supplement or amend any Registration Statement or otherwise
facilitate the sale of Registrable Common pursuant thereto, during the 90-day
period (or such lesser number of days until the Company makes its next required
filing under the Exchange Act) immediately following the receipt by each
Securities Holder of a certificate of an authorized officer of the Company to
the effect that the Board of Directors of the Company has determined in good
faith that such offer, sale, supplement or amendment is likely to (1) interfere
with or affect the negotiation or completion of any transaction that is being
contemplated by the Company (whether or not a final decision has been made to
undertake such transaction) at the time the right to delay is exercised, or (2)
involve initial or continuing disclosure obligations that might not be in the
best interest of the Company or its stockholders.  If any proposed sale is so
postponed as provided herein, Securities Holders having filed the Notice of
Offering pursuant to subsection 2.2 or 3.2 to which the deferral relates may,
within 30 days after receipt of the notice of postponement, advise the Company
in writing that it has determined to withdraw its request for registration, and
such demand registration request shall be deemed to be withdrawn and such
request shall be deemed not to have been exercised for purposes of determining
whether such holders retain the right to demand registrations pursuant to
Section 2.2(c) or 3.2(c).  Any period described in subsection 5.l(a) or 5.l(b)
during which Securities Holders are not able to sell shares of Registrable
Common pursuant to a Registration Statement is herein referred to as a "black-
out" period.  The Company shall notify each Securities Holder of the expiration
or earlier termination of any "black-out" period (the nature and pendency of
which need not be disclosed during such "black-out" period).

     (c) The period during which the Company is required pursuant to subsection
2.l, respectively, to keep the Shelf Registration Statement continuously
effective shall be extended by a number of days equal to the number of days, if
any, of any "black-out" period applicable to Securities Holders pursuant to this
subsection 5.1 occurring during such period, plus a number of days equal to the
number of days during such period, if any, of any period during which the
Securities Holders are unable to sell any shares of Registrable Common pursuant
to the Shelf Registration Statement as a result of the happening of any event of
the nature described in subsections 6.3(c)(ii), 6.3(c)(iii) or 6.3(c)(v).

     (d) Notwithstanding any provision to the contrary in this Section 5.1, (i)
none of the "black-out" periods described in subsections 5.1(a) and 5.1(b) shall
apply to the Other Holders for a period of 180 days from the expiration of the
180th day after the Closing Date and 90 days after the one year anniversary of
the Closing Date, and such 180-day period and 90-day period shall not be deemed
to run, and thus the number of days remaining in such period shall not be
reduced, during any time in which the Shelf Registration Statement is not
effective, and (ii) during any twelve-month period, the application of
subsections 5.1(a) and 5.1(b) shall not leave Security Holders with fewer than
270 days on which they may offer to sell and/or sell shares of Registrable
Common.

     5.2  Black-Out Period for the Company.  Except for offers to sell and sales
of Common Stock pursuant to a Registration Statement on Form S-8 or on Form S-4,
standby underwritings in connection with the redemption of outstanding
convertible securities, the conversion of outstanding convertible securities or
in connection with the acquisition by the Company of another company or
business, the Company shall not publicly offer to sell or sell any shares of
capital stock of the Company during the 60-day period immediately following the
initial sale of shares by any Securities Holder in a Shelf Demand Registration
or a Demand Registration.

     SECTION 6. AGREEMENTS CONCERNING OFFERINGS.

     6.1  Obligations of Securities Holders. (a) Each Securities Holder shall,
upon the reasonable request of the Company, advise the Company of the number of
shares of Registrable Common then held or beneficially owned by it.

     (b) It shall be a condition precedent to the obligations of the Company to
effect a Registration of, or facilitate any Public Sale Event with respect to,
any shares of Registrable Common for any Securities Holder that such Securities
Holder shall have furnished to the Company a complete Securities Holder's
Questionnaire requesting such information regarding such Securities Holder or
the Registrable Common held by such Securities Holder and the intended method of
disposition of such securities as shall be required by law, the Commission or
the NASD, and any other information relating to such Registration reasonably
required by the Company.


     6.2  Obligations of the Company.  Whenever required under this Agreement to
proceed with a Registration of any Registrable Common, the Company shall,
subject to the terms and conditions of this Agreement, use its best efforts to
proceed as expeditiously as reasonably possible to:

     (a) Prepare and file with the Commission a Registration Statement with
respect to such Registrable Common and use its best efforts to cause such
Registration Statement to become effective; provided, however, that before
filing a Registration Statement or Prospectus or any amendments or supplements
thereto, the Company will furnish to the Security Holders covered by such
Registration Statement and to Securities Holders' Counsel copies of any such
Registration Statement or Prospectus proposed to be filed.

     (b) Prepare and file with the Commission such amendments (including post-
effective amendments) to such Registration Statement and supplements to the
related Prospectus used in connection with such Registration Statement, and
otherwise use its best efforts, to the end that such Registration Statement
reflects the plan of distribution of the securities registered thereunder that
is included in the relevant Notice of Offering and is effective until the
completion of the distribution contemplated by such Registration Statement or so
long thereafter as a broker or dealer is required by law to deliver a Prospectus
in connection with the offer and sale of the shares of Registrable Common
covered by such Registration Statement and/or as shall be necessary so that
neither such Registration Statement nor the related Prospectus shall contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading and
so that such Registration Statement and the related Prospectus will otherwise
comply with all applicable legal and regulatory requirements.  The Company shall
not be deemed to have effected a Registration for any purpose under this
Agreement unless and until such Registration Statement is declared effective by
the Commission.

     (c) Provide to any Securities Holder requesting to include Registrable
Common in such Registration Statement and any managing underwriter(s)
participating in any distribution thereof and to any attorney, accountant or
other agent retained by such Securities Holder or managing underwriter(s),
reasonable access to appropriate officers and directors of the Company, its
independent auditors and counsel to ask questions and to obtain information
(including any financial and other records and pertinent corporate documents)
reasonably requested by any such Securities Holder, managing underwriter(s),
attorney, accountant or other agent in connection with such Registration
Statement or any amendment thereto; provided, however, that (i) in connection
with any such access or request, any such requesting Persons shall cooperate to
the extent reasonably practicable to minimize any disruption to the operation by
the Company of its business and (ii) any records, information or documents shall
be kept confidential by such requesting Persons, unless (A) such records,
information or documents are in the public domain or otherwise publicly
available or (B) disclosure of such records, information or documents is
required by court or administrative order or by applicable law (including,
without limitation, the Securities Act).

     (d) Furnish at the Company's expense to the participating Securities
Holders and any managing underwriter(s) and to any attorney, accountant or other
agent retained by such Securities Holders or managing underwriter(s), such
number of copies of any Registration Statement and Prospectus, including any
Preliminary Prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the shares of Registrable Common owned by them.

     (e) Prior to any Public Sale Event, use its best efforts to register and
qualify the securities covered by such Registration Statement (to the extent
exemptions are not available) under securities or 'Blue Sky' laws of such other
jurisdictions as shall be reasonably requested by the Securities Holders or the
managing underwriter(s) and to keep each such registration or qualification
effective during the period required for such Public Sale Event to be
consummated; provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions in
which it has not already done so.

     (f) Enter into and perform its obligations under a Purchase Agreement, if
the offering is an underwritten offering, in usual and customary form, with the
managing underwriters) of such underwritten offering; provided, however, that
each Securities Holder participating in such Public Sale Event shall also enter
into and perform its obligations under such Purchase Agreement so long as such
obligations are usual and customary obligations of selling stockholders in a
registered public offering.


     (g) Use its best efforts to cause the Registrable Common covered by the
Registration Statement to be listed on each national securities exchange in the
United States on which the Common Stock is then listed or quoted on each inter-
dealer quotation system on which the Common Stock is then quoted.

     (h) Provide for or designate a transfer agent and registrar (which may be
the same entity) for the Registrable Common covered by the Registration
Statement from and after the effective date of such Registration Statement.

     (i) Cooperate with the selling Securities Holders of Registrable Common and
any managing underwriters to facilitate the timely issuance and delivery to any
underwriters to which any Securities Holder may sell Registrable Common in such
offering, certificates evidencing shares of the Registrable Common not bearing
any restrictive legends and in such denominations and registered in such names
as the managing underwriters may request.

     (j) Facilitate the distribution and sale of any shares of Registrable
Common to be offered pursuant to this Agreement, including, without limitation,
by making road show presentations, holding meetings with potential investors and
taking such other reasonable actions as shall be requested by the Securities
Holders holding a majority of the shares of Registrable Common covered by a
Registration Statement or the lead managing underwriter of an underwritten
offering; provided that the Company receives reasonable notice of such requested
actions by any of the Securities Holders and the lead managing underwriter.

     6.3  Agreements Related to Offerings.  Subject to the terms and conditions
hereof, in connection with the Registration Statement covering any Public Sale
Event, as applicable:

     (a) The Company and each Securities Holder will cooperate with the
underwriters for any offering of Registrable Common proposed to be sold pursuant
to a Registration Statement, and will, unless the parties to the Purchase
Agreement otherwise agree, use its best efforts to enter into a Purchase
Agreement not inconsistent with the terms and conditions of this Agreement and
containing such other terms and conditions of a type and form reasonable and
customary for companies of similar size and credit rating (including, but not
limited to, such provisions for indemnification and contribution and for the
delivery of a 'comfort letter' and legal opinion as are customary), and use its
best efforts to take all such other reasonable actions as are necessary or
advisable to permit, expedite and facilitate the disposition of such shares of
Registrable Common in the manner contemplated by such Registration Statement in
each case to the same extent as if all the shares of Registrable Common then
being offered were for the account of the Company.

     (b) Neither such Registration Statement nor any amendment or supplement
thereto will be filed by the Company until Securities Holders' Counsel shall
have had a reasonable opportunity to review the same and to exercise its rights
under subsection 6.2(c) with respect thereto.  No amendment to such Registration
Statement naming any Securities Holder as a selling security holder shall be
filed with the Commission until such Securities Holder shall have had a
reasonable opportunity to review such Registration Statement as originally
filed.  Neither such Registration Statement nor any related Prospectus or any
amendment or supplement thereto shall be filed by the Company with the
Commission which shall be disapproved (for reasonable cause) by the managing
underwriters named therein or Securities Holders' Counsel within a reasonable
period after notice thereof.

     (c) The Company will use its reasonable efforts to keep the Securities
Holders informed of the Company's best estimate of the earliest date on which
such Registration Statement or any post-effective amendment thereto will become
effective and will notify each Securities Holder, Securities Holders' Counsel
and the managing underwriter(s), if any, participating in the distribution
pursuant to such Registration Statement promptly (i) when such Registration
Statement or any post-effective amendment to such Registration Statement is
filed or becomes effective, (ii) of any request by the Commission for an
amendment or any supplement to such Registration Statement or any related
Prospectus, or any other information request by any other governmental agency
directly relating to the offering, and promptly deliver to each Securities
Holder participating in the offering and the managing underwriter(s), if any,
copies of all correspondence between the Commission or any such governmental
agency or self-regulatory body and all written memoranda relating to discussions
with the Commission or its staff with respect to the Registration Statement or
proposed sale of shares, to the extent not covered by attorney-client privilege
or constituting attorney work product, (iii) of the issuance by the Commission
of any stop order suspending


the effectiveness of such Registration Statement or of any order preventing or
suspending the use of any related Prospectus or the initiation or threat of any
proceeding for that purpose, (iv) of the suspension of the qualification of any
shares of Common Stock included in such Registration Statement for sale in any
jurisdiction or the initiation or threat of a proceeding for that purpose, (v)
of any determination by the Company that an event has occurred (the nature and
pendency of which need not be disclosed during a 'black-out period' pursuant to
subsection 5.1(b)) which makes untrue any statement of a material fact made in
such Registration Statement or any related Prospectus or which requires the
making of a change in such Registration Statement or any related Prospectus in
order that the same will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, (vi) of the completion of the distribution contemplated by
such Registration Statement if it relates to a Company Sale Event, and (vii) if
at any time the representations and warranties of the Company under Section 7
cease to be true and correct in all material respects.

     (d) In the event of the issuance of any stop order suspending the
effectiveness of such Registration Statement or of any order suspending or
preventing the use of any related Prospectus or suspending the qualification of
any shares of Common Stock included in such Registration Statement for sale in
any jurisdiction, the Company will use its reasonable best efforts to obtain its
withdrawal at the earliest possible time.

     (e) The Company agrees to otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to the
Security Holders, as soon as reasonably practicable, but not later than fifteen
months after the effective date of such Registration Statement, an earnings
statement covering the period of at least twelve months beginning with the first
full fiscal quarter after the effective date of such Registration Statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.

     (f) The Company shall, subject to permitted "black-out" periods, upon the
happening of any event of the nature described in subsection 6.3(c)(ii),
6.3(c)(iii) or 6.3(c)(v), as expeditiously as reasonably possible, prepare a
supplement or post-effective amendment to the applicable Registration Statement
or a supplement to the related Prospectus or any document incorporated therein
by reference or file any other required documents and deliver a copy thereof to
each Securities Holder so that, as thereafter delivered to the purchasers of the
Registrable Common being sold thereunder, such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or make the statements therein, in light of the circumstances
under which they were made, not misleading.

     6.4  Certain Expenses.  The Company shall pay all fees, disbursements and
expenses in connection with any Company Public Sale Event, Shelf Registration
Statement and Registration Statement and the performance of its obligations
hereunder (including those pursuant to subsection 2.2 and subsection 3.2
hereof), including, without limitation, to the extent applicable, all
registration and filing fees, printing, messenger and delivery expenses, fees of
the Company's auditors, listing fees, registrar and transfer agents' fees,
reasonable fees and disbursements of Securities Holders' Counsel in connection
with the registration but not the disposition of the Registrable Common
(provided that the Company shall have no obligation to reimburse the fees and
disbursements of any other counsel to any Securities Holder), fees and
disbursements for counsel for the Company, fees and expenses (including
reasonable fees and disbursements of counsel) of complying with applicable state
securities or 'Blue Sky" laws and the fees of the NASD in connection with its
review of any offering contemplated in any such Registration Statement, but not
including underwriting discounts and commissions or brokerage commissions on any
shares of Registrable Common sold in any such offering.

     6.5  Reports Under the Exchange Act. (a) From the date hereof to the
Termination Date, the Company agrees to:

          (i) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act or the Exchange Act;
and

          (ii) furnish to any Securities Holder, forthwith upon request (A) a
written statement by the Company that it has complied with the current public
information and reporting requirements of Rule 144 and the Exchange Act, (B) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (C) such other information as
may be reasonably requested in


connection with any Securities Holder availing itself of any rule or regulation
of the Commission which permits the selling of any such securities without
Registration or pursuant to such rule or regulation.

     (b) if any Securities Holder is required to file a Form 144 with respect to
any sale of shares of Registrable Common, such Securities Holder shall promptly
deliver to the Company a copy of such completed Form 144 filed with the
Commission.

     6.6  Limitations on Subsequent Registration Rights.  From the date hereof
to the Termination Date, the Company shall not, without the prior written
consent of Securities Holders owning a majority of the shares of Registrable
Common held by Securities Holders at such time, enter into any agreement (other
than this Agreement) which would allow any holder or prospective holder of
Common Stock to include such securities in any Registration Statement, or which
would provide any holder or prospective holder of Common Stock piggyback
registration rights for such Common Stock unless the piggyback registration
rights provided to the Securities Holders hereunder shall have priority in the
event of any cutback.

     6.7  Indemnification and Contribution.  (a) In connection with (x) the
Shelf Registration Statement, subsections 6.7(a)(i), (ii) and (v), 6.7(c) and
6.5(e) hereof shall be in full force and effect upon the effective date of the
Shelf Registration Statement, and (y) a Registration Statement which covers
Registrable Common being sold by Piggybacking Securities Holders or in
connection with an underwritten offering pursuant to the Shelf Registration
Statement under subsection 2.2 or a Registration Statement pursuant to
subsection 3.2, provisions substantially in conformity with the following
provisions shall be contained in the related Purchase Agreement unless the
parties to such Purchase Agreement agree otherwise (references in such
provisions to a Securities Holder or an underwriter being references to a
Securities Holder or an underwriter participating in the offering covered by
such Registration Statement):

         (i) The Company agrees to indemnify and hold harmless each Securities
Holder and each Person, if any, who controls such Securities Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
and each of their respective officers, directors and employees against any
losses, claims, damages or liabilities, joint or several, or actions in respect
thereof to which such Securities Holder or Persons may become subject under the
Securities Act, or otherwise (collectively, "Losses"), insofar as such Losses
arise out of, or are based upon, any untrue statement or alleged untrue
statement of any material fact contained in such Registration Statement, any
related Preliminary Prospectus or any related Prospectus, or any amendment or
supplement thereto, or arise out of, or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse such
Securities Holder or Persons for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Losses; provided,
however, that the Company shall not be so liable to the extent that any such
Losses arise out of, or are based upon, an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in said Registration Statement in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of such
Securities Holder specifically for use therein.  Notwithstanding the foregoing,
the Company shall not be liable in any such instance to the extent that any such
Losses arise out of, or are based upon, an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus if
(i) after the Company had made available a sufficient number of copies of the
Prospectus, such Securities Holder failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written confirmation of the sale of
Registrable Common to the Person asserting such Losses or who purchased the
Registrable Common the purchase of which is the basis of the action if, in
either instance, such delivery by such Securities Holder is required by the
Securities Act and (ii) the Prospectus would have corrected such untrue
statement or alleged untrue statement or alleged omission; and the Company shall
not be liable in any such instance to the extent that any such Losses arise out
of, or are based upon, an untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact in the
Prospectus, if such untrue statement or alleged untrue statement, omission or
alleged omission is corrected in an amendment or supplement to the Prospectus
and if, having previously been furnished by or on behalf of the Company with
copies of the Prospectus as so amended or supplemented, such Securities Holder
thereafter fails to deliver such Prospectus as so amended or supplemented, prior
to or concurrently with the sale of Registrable Common if such delivery by such
Securities Holder is required by the Securities Act.  This indemnity agreement
will be in addition to any liability which the Company may otherwise have and
shall remain in full force and effect


regardless of any investigation made by or on behalf of such holder or any such
Person and shall survive the Termination Date and the transfer of Registrable
Common by such holder as otherwise permitted hereby.

       (ii) Each Securities Holder severally agrees to indemnify and hold
harmless the Company, each other Securities Holder and each Person, if any, who
controls the Company or such other Securities Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and their
respective officers, directors and employees, against any Losses to which the
Company, such other Securities Holder or such Persons may become subject under
the Securities Act, or otherwise, insofar as such Losses arise out of, or are
based upon, any untrue statement or alleged untrue statement of any material
fact contained in such Registration Statement, any related Preliminary
Prospectus or any related Prospectus, or any amendment or supplement thereto, or
arise out of, or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company, such other
Securities Holder or such Persons for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Losses,
in each instance to the extent, but only to the extent, that any such Losses
arise out of, or are based upon, an untrue statement or alleged untrue statement
of a material fact or an omission or alleged omission to state a material fact
in said Registration Statement, said Preliminary Prospectus or said Prospectus,
or any said amendment or supplement thereto in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of such
Securities Holder specifically for use therein; provided, however, that the
liability of each Securities Holder under this subsection 6.7(a)(ii) shall be
limited to an amount equal to the proceeds of the sale of shares of Registrable
Common by such Securities Holder in the offering which gave rise to the
liability (net of all costs and expenses (including underwriting commissions and
disbursements) paid or incurred by such Securities Holder in connection with the
registration, if any, and sale).

       (iii)  The Company will indemnify and hold harmless each underwriter and
each Person, if any, who controls any such underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and their
respective officers, directors and employees, against any Losses to which such
underwriter or Persons may become subject under the Securities Act, or
otherwise, insofar as such Losses arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in such
Registration Statement, any related Preliminary Prospectus or any related
Prospectus, or any amendment or supplement thereto, or arise out of, or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such underwriter or Persons for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such Losses; provided, however, that (i) the Company shall not be
so liable to the extent that any such Losses arise out of, or are based upon, an
untrue statement or alleged untrue statement of a material fact or an omission
or alleged omission to state a material fact in said Registration Statement,
said Preliminary Prospectus or said Prospectus or any said amendment or
supplement in reliance upon, and in conformity with, written information
furnished to the Company by or on behalf of such underwriter specifically for
use therein; and (ii) such indemnity with respect to any Preliminary prospectus
shall not inure to the benefit of any underwriter (or any Person controlling
such underwriter) from whom the Person asserting any such Losses purchased
shares of Common Stock if such Person did not receive a copy of the Prospectus
(or the Prospectus as amended or supplemented) at or prior to the confirmation
of the sale of such shares of Common Stock to such Person in any case where such
delivery is required by the Securities Act and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact in such
Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
amended or supplemented); provided, further, that the Company shall only be
required to provide the indemnification described in this subsection 6.7(a)(iii)
to an underwriter and each Person, if any, who controls such underwriter, and
their respective officers, directors and employees, if such underwriter agrees
to indemnification provisions substantially in the form set forth in subsection
6.7(b).

       (iv) Each Securities Holder will severally indemnify and hold harmless
each underwriter and each Person, if any, who controls such underwriter within
the meaning of Section 15 of the Securities Act or section 20 of the Exchange
Act, and their respective officers, directors and employees, against any Losses
to which such underwriter or such Persons may become subject under the
Securities Act, or otherwise, insofar as such Losses arise out of, or are based
upon, any untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, any related Preliminary Prospectus or
any related Prospectus, or any amendment or supplement thereto, or arise out of,
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and


will reimburse such underwriter or such Persons for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Losses, in each case to the extent, but only to the extent, that any such
Losses arise out of, or are based upon, an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in said Registration Statement in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of such
Securities Holder specifically for use therein; provided, however, that such
Securities Holder shall only be required to provide the indemnification
described in this subsection 6.7(a)(iv) to an underwriter and each Person, if
any, who controls such underwriter if such underwriter agrees to indemnification
provisions substantially in the form set forth in subsection 6.7(b); and
provided, further, that such Securities Holder shall not be liable in any such
case to the extent that any such Losses arise out of, or are based upon, an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus if (i) such underwriter failed to send or
deliver a copy of the Prospectus with or prior to the delivery of written
confirmation of the sale of Registrable Common to the Person asserting such Loss
who purchased the Registrable Common which is the subject thereof where such
delivery is required by the Securities Act and (ii) the Prospectus would have
corrected such untrue statement or omission or alleged untrue statement or
alleged omission; and such Securities Holder shall not be liable in any such
case to the extent that any such Losses arise out of, or are based upon, an
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact in the Prospectus, if such untrue
statement or alleged untrue statement, omission or alleged omission is corrected
in an amendment or supplement to the Prospectus and if, having previously been
furnished by or on behalf of such Securities Holder with copies of the
Prospectus as so amended or supplemented, such underwriter thereafter fails to
deliver such Prospectus as so amended or supplemented, prior to or concurrently
with the sale of Registrable Common to the Person asserting such Loss who
purchased such Registrable Common which is the subject thereof or where such
delivery is required by the Securities Act, and provided, further, that the
liability of such Securities Holder under this subsection 6.7(a)(iv) shall be
limited to an amount equal to the proceeds of the sale of shares of Common Stock
by such Securities Holder in the offering which gave rise to the liability (net
of all costs and expenses (including underwriting commissions and disbursements)
paid or incurred by such Securities Holder in connection with the registration,
if any, and sale).

     (v) Promptly after any Person entitled to indemnification under this
subsection 6.7 or such Purchase Agreement receives notice of any claim or the
commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party pursuant to the
indemnification provisions of this subsection 6.7 of such Purchase Agreement,
notify the indemnifying party in writing of the claim or the commencement of
such action; provided, however, that the failure or delay to so notify the
indemnifying party shall not relieve it from any liability which it may have to
the indemnified party hereunder unless and to the extent such failure or delay
has materially prejudiced the rights of the indemnifying party and shall not, in
any event, relieve it from any liability which it may have to the indemnified
party other than pursuant to the indemnification provisions of this subsection
6.7 or such Purchase Agreement.  If any such claim or action shall be brought
against an indemnified party, and it has notified the indemnifying party thereof
in accordance with the terms hereof, the indemnifying party shall be entitled to
participate in the defense of such claim, or, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party,
upon written notice to the indemnified party of such assumption.  After notice
from the indemnifying party to the indemnified party of its election to assume
the defense of such claim or action, (i) the indemnifying party shall not be
liable to the indemnified party pursuant to the indemnification provisions
hereof or of such Purchase Agreement for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation, (ii) the indemnifying
party shall not be liable for the costs and expenses of any settlement of such
claim or action unless such settlement was effected with the consent of the
indemnifying party (which consent shall not be unreasonably withheld or delayed)
and (iii) the indemnified party shall be obligated to cooperate with the
indemnifying party in the investigation of such claim or action; provided,
however, that any indemnified party hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim assumed by the
indemnifying party, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (a) the employment of such counsel has
been specifically authorized in writing by the indemnifying party, (b) the
indemnifying party shall have failed to assume the defense of such claim from
the Person entitled to indemnification hereunder and failed to employ counsel
within a reasonable period following such assumption, or (c) in the reasonable
judgment of the indemnified party, based upon advice of its counsel, a material
conflict of interest may exist between such indemnified party and the
indemnifying party with respect to such claims or there may be one or more
material legal defenses available to it


which are different from or additional to those available to the indemnifying
party (in which case, if the indemnified party notifies the indemnifying party
in writing that the indemnified party elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of the indemnified party).
Notwithstanding the foregoing, the Securities Holders (together with their
respective controlling Persons and officers, directors and employees) and the
underwriters (together with their respective controlling Persons and officers,
directors and employees) shall, each as a separate group, have the right to
employ at the expense of the Company only one separate counsel for each such
group to represent such Securities Holders and such underwriters (and their
respective controlling Persons and officers, directors and employees) who may be
subject to liability arising out of any one action (or separate but
substantially similar actions in the same jurisdiction arising out of the same
general allegations or circumstances) in respect of which indemnity may be
sought by such Securities Holders and underwriters against the Company pursuant
to the indemnification provisions of this subsection 6.7 or such Purchase
Agreement. If such defense is not assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld or
delayed). No indemnifying party will consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation. All fees and expenses to
be paid by the indemnifying party hereunder shall be paid a commercially
reasonable time after they are billed to the indemnified party, subject to
receipt of a written undertaking from the indemnified party to repay such fees
and expenses if indemnity is not ultimately determined to be available to such
indemnified party under this subsection 6.7.

     (b) As a condition to agreeing in any Purchase Agreement to the
indemnification provisions set forth in subsections 6.7(a)(iii) and 6.7(a)(iv)
in favor of an underwriter participating in the offering covered by the related
Registration Statement, its controlling Persons, if any, and their respective
officers, directors and employees, the Company and the Securities Holders
participating in an offering pursuant to such Registration Statement may require
that such underwriter agree in the Purchase Agreement to provisions
substantially in the form set forth in subsection 6.7(a)(v) and to severally
indemnify and hold harmless the Company, each Securities Holder participating in
such offering, each Person, if any, who controls the Company or such Securities
Holder within the meaning of the Securities Act, and their respective officers,
directors and employees against any Loss to which the Company, such Securities
Holder or such Persons may become subject under the Securities Act, or
otherwise, insofar as such Losses arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in such
Registration Statement in which such underwriter is named as an underwriter, any
related Preliminary Prospectus or any related Prospectus, or any amendment or
supplement thereto, or arise out of, or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and to reimburse the
Company, such Securities Holder or such Persons for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Losses in each case to the extent, but only to the extent, that any such
Loss arises out of, or are based upon, an untrue statement or alleged untrue
statement of a material fact in said Registration Statement, said Preliminary
Prospectus or said Prospectus or any said amendment or supplement in reliance
upon, and in conformity with, written information furnished to the Company by or
on behalf of such underwriter specifically for use therein.

     (c) In order to provide for just and equitable contribution between the
Company and such Securities Holders in circumstances in which the
indemnification provisions of this subsection 6.7 or the related Purchase
Agreement are for any reason insufficient or inadequate to hold the indemnified
party harmless, the Company and such Securities Holders shall contribute to the
aggregate Losses (including any investigation, legal and other fees and expenses
reasonably incurred in connection with, and any amount paid in settlement of,
any action, suitor proceeding or any claim as asserted, but after deducting any
contribution actually received from Persons other than the Company and such
Securities Holders) to which the Company and one or more of its directors or its
officers who sign such Registration Statement or such Securities Holders or any
controlling Person of any of them, or their respective officers, directors or
employees may become subject, under the Securities Act, under any other statute,
at common law or otherwise, insofar as such Losses or actions in respect thereof
arise out of, or are based upon, any untrue statement or alleged untrue
statement of any material fact contained in such Registration Statement or any
out of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading.  Such contributions shall be in such amounts that the
portion of such Losses for which each such Securities Holder shall be
responsible under this subsection 6.7(c) shall be limited to the portion of such
Losses which are directly attributable to an untrue statement of a material fact
or an


omission to state a material fact in said Registration Statement in reliance
upon, and in conformity with, written information furnished to the Company by or
on behalf of any such Securities Holders specifically for use therein, and the
Company shall be responsible for the balance of such Losses; provided, however,
that the liability of each such Securities Holder to make such contribution
shall be limited to an amount equal to the proceeds of the sale of shares of
Registrable Common by such Securities Holder in the offering which gives rise to
the liability (net of all cost and expenses (including underwriting commissions
and disbursements) paid or incurred in connection with the registration, if any,
and sale). As among themselves, such Securities Holders agree to contribute to
amounts payable by other such Securities Holders in such manner as shall, to the
extent permitted by law, give effect to the provisions in subsection 6.7(a)(ii)
and those provisions in the Purchase Agreement comparable to such subsection
6.7(a)(ii). The Company and such Securities Holders agree that it would not be
just and equitable if their respective obligations to contribute pursuant to
this subsection were to be determined by pro rata allocation (other than as set
forth above) of the aggregate Losses by reference to the proceeds realized by
such Securities Holder in a sale pursuant to said Registration Statement or said
Prospectus or by any other method of allocation which does not take account of
the considerations set forth in this subsection 6.7(c). No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution under this subsection from any
Person who was not guilty of such fraudulent misrepresentation.

     (d) The Company and the Securities Holders participating in an offering
pursuant to a Registration Statement agree that, if the underwriters
participating in a Public Sale Event are agreeable, the Purchase Agreement, if
any, relating to such Registration Statement shall contain provisions to the
effect that in order to provide for just and equitable contribution between such
underwriters on the one hand and the Company and such Securities Holders on the
other hand in circumstances in which the indemnification provisions of such
Purchase Agreement are for any reason insufficient or inadequate to hold the
indemnified party harmless, the Company and such Securities Holders on the one
hand and such underwriters on the other hand will contribute on the basis herein
set forth to the aggregate Losses, (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or claims asserted, but after deducting any
contribution actually received from Persons other than the Company and such
Securities Holders and such underwriters) to which the Company and one or more
of its directors or its officers who sign such Registration Statement or such
Securities Holders or such underwriters or any controlling Person of any of
them, or their respective officers, directors or employees may become subject,
under the Securities Act, under any other statute, at common law or otherwise
insofar as such Losses, arise out of, or are based upon an untrue statement or
alleged untrue statement of any material fact contained in such Registration
Statement, any related Preliminary Prospectus or any related Prospectus, or any
amendment or supplement thereto, or arise out of, or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading.  Such
contribution shall be in such proportions as is appropriate to reflect the
relative benefits received by the Company and such Securities Holders on the one
hand and such underwriters on the other hand from the offering of the shares of
Common Stock covered by such offering.  The relative benefits received by the
Company and such Securities Holders on the one hand and such underwriters on the
other hand shall be deemed to be in the same proportion as the aggregate total
net proceeds from the offering (before deducting expenses) received by the
Company and such Securities Holders bear to the total underwriting discounts and
commissions received by such underwriters for such offering.  Notwithstanding
the provisions set forth above, no underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the shares
of Common Stock underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution under the provision set forth above from any
Person who was not guilty of such fraudulent misrepresentation.

     (e) The obligations of the Company and the Securities Holders under the
provisions of this subsection 6.7 and provisions in any Purchase Agreement
substantially similar to subsections 6.7(a), 6.7(b) 6.7(c) or 6.7(d) shall
survive the termination of any or all of the other provisions of this Agreement
or such Purchase Agreement.

     6.8  Transfer of Rights Under this Agreement; Transfers of Registrable
Common.  (a) During the period from the date hereof to the Termination Date, the
rights and obligations of a Securities Holder under this Agreement may be
transferred by a Securities Holder to a transferee of Registrable Common
(subject to the provisos to the definitions of Registrable Common); provided;
however, that, within a reasonable period of time (but in no event


less than five (5) days) prior to such transfer, (i) the transferring Securities
Holders shall have furnished the Company and the other Securities Holders
written notice of the name and address of such transferee and the number of
shares of Registrable Common with respect to which such rights are being
transferred and (ii) such transferee shall furnish the Company and the
Securities Holders (other than the transferring Securities Holders) a copy of a
duly executed agreement by which such transferee (A) assumes all of the
obligations and liabilities of its transferor hereunder, (B) enjoys all of the
rights of its transferor hereunder and (C) agrees itself to be bound hereby.

     (b) If the stock certificates of a transferring Securities Holder bear a
restrictive legend pursuant to subsection 6.9, the stock certificates of its
transferee to whom the rights hereunder are being transferred shall, subject to
such subsection 6.9, also bear such a restrictive legend.

     (c) Except with respect to transfers pursuant to paragraph (a) above, and
subject to the provisions of paragraph (b) above, a transferee of Registrable
Common shall neither assume any liabilities or obligations nor enjoy any rights
hereunder and shall not be bound by any of the terms hereof.

     (d) Each Securities Holder hereby agrees that any transfer of shares of
Registrable Common by such Securities Holder shall be made (i) in compliance
with, or in a transaction exempt from, the registration requirements set forth
in the Securities Act and (ii) in compliance with all other applicable laws.
The Company may request, as a condition to the transfer of any Registrable
Common, that the transferring Securities Holders provide the Company with (A)
evidence that the proposed transferee is an "accredited investor" as deemed in
Rule 501 under the Securities Act and appropriate " private placement"
representations pursuant to Section 4(2) of the Securities Act, and (B) an
opinion of securities counsel reasonably satisfactory to it with regard to
compliance with this subsection (d).

     6.9  Restrictive Legend.  Each certificate evidencing shares of Registrable
Common shall, unless and until such shares are sold or otherwise transferred
pursuant to an effective Registration Statement under the Securities Act or
unless, in the absence of such a Registration Statement, the Company receives an
opinion of counsel reasonably satisfactory to it that the restrictive legend set
forth below may be removed without violation of applicable law (including,
without limitation, the Securities Act), be stamped or otherwise imprinted with
a conspicuous legend in substantially the following form:

     THE OFFER AND SALE OF THE SECURITIES OF THIS COMPANY REPRESENTED BY THIS
     CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS, AND THESE SECURITIES
     CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE OFFER AND
     SALE THEREOF ARE REGISTERED UNDER SUCH LAWS OR EXEMPTIONS FROM REGISTRATION
     ARE AVAILABLE AND THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL
     SATISFACTORY TO THE COMPANY AND KNOWLEDGEABLE AS TO SECURITIES MATTERS
     STATING THAT EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE
     AND THAT THE PROPOSED SALE DOES NOT, AND WILL NOT PLACE THE COMPANY NOR ANY
     AFFILIATE THEREOF, IN VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR FOREIGN
     SECURITIES LAW, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

     THE TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO
     A REGISTRATION RIGHTS AGREEMENT DATED AS OF [_______ __, 2001], WITH THE
     ISSUER AS FROM TIME TO TIME AMENDED, AND NO TRANSFER OF THE SECURITIES
     EVIDENCED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS MADE IN
     ACCORDANCE WITH SAID AGREEMENT.  A COPY OF SAID AGREEMENT IS ON FILE AND
     MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.

     SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     In connection with each Registration Statement, the Company shall, on the
respective date of effectiveness of each such Registration Statement with the
Commission, certify to each Securities Holder in a certificate of a Responsible
Officer of the Company to the effect that the representations and warranties set
forth below are true and


correct at and as of such effective date. In connection with any other Sale
Event in which Securities Holders participate, except as otherwise may be agreed
upon by such participating Securities Holders and the Company, the Company shall
represent and warrant in the Purchase Agreement relating to such Sale Event to
the Securities Holders and any underwriters participating in such Sale Event as
follows (except as otherwise indicated, each reference in this Section to the
"Registration Statement" shall refer to the Shelf Registration Statement, or a
Registration Statement in respect of any other such Sale Event in which
Securities Holders participate, as the case may be, including all information
deemed to be a part thereof, as amended, and each reference to "the Prospectus"
shall refer to the related Prospectus):

     (a) At the time of filing, the Registration Statement (i) is on a form for
which the Company then qualifies, which form is available for the sale of the
shares of Registrable Common in accordance with the intended method or methods
of distribution thereof and which form covers the registration of at least such
number of shares of Registrable Common as shall have been requested to be
included therein (subject to any cutbacks determined by an underwriter pursuant
to the terms of this Agreement), (ii) complies in all material respects with the
applicable form and with the applicable requirements of the Securities Act and
includes all financial statements and other information required by the
Commission to be filed therewith, and (iii) does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein in light of
the circumstances under which they were made not misleading; provided, however,
that the Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement in reliance upon and in
conformity with the information furnished in writing to the Company by or on
behalf of any Securities Holder specifically for use in connection with the
preparation thereof or any information furnished in writing to the Company by or
on behalf of any underwriter specifically for use in connection with the
preparation thereof, other than that the Company has no knowledge of any such
untrue statement or omission in respect of such information.

     (b) (i) When the Registration Statement became (in the case of a
Registration Statement filed pursuant to Rule 415) or shall become effective,
the Registration Statement did or will comply in all material respects with the
applicable requirements of the Securities Act, (ii) when the Prospectus is filed
in accordance with Rule 424(b), the Prospectus (and any supplements thereto)
will comply in all material respects with the applicable requirements of the
Securities Act, (iii) the Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein not
misleading, and (iv) the Prospectus, if not filed pursuant to Rule 424(b), did
not or will not, and on the date of any filing pursuant to Rule 424(b), the
Prospectus (together with any supplement thereto) will not, include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Registration Statement, or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Securities Holder specifically for use in
connection with the preparation of the Registration Statement or the Prospectus
(or any supplement thereto) or any information furnished in writing to the
Company by or on behalf of any underwriter specifically for use in connection
with the preparation of the Registration Statement or the Prospectus (or any
supplement thereto), other than that the Company has no knowledge of any such
untrue statement or omission in respect of such information.

     (c) (i) The public accountants who certified the Company's financial
statements in the Registration Statement are independent certified public
accountants within the meaning of the Securities Act; (ii) the historical
consolidated financial statements, together with the related schedules and
notes, forming part of the Registration Statement and the Prospectus comply in
all material respects with the requirements of the Securities Act and have been
prepared, and present fairly the consolidated financial condition, results of
operations and changes in financial condition of the Company and its
consolidated subsidiaries at the respective dates and for the respective periods
indicated, in accordance with generally accepted accounting principles applied
consistently throughout such periods (except as specified therein); and (iii)
the historical consolidated financial data set forth in the Prospectus is
derived from the accounting records of the Company and its consolidated
subsidiaries, and is a fair presentation of the data purported to be shown; and
the pro forma consolidated financial statements (if any), together with the
related notes, forming part of the Registration Statement and the Prospectus,
comply in all material respects with the requirements of Regulation S-X under
the Securities Act.


     SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS.

     Each participating Securities Holder shall, in connection with a Public
Sale Event, if required by the terms of a Purchase Agreement, if any, relating
to such Public Sale Event, for itself severally and not jointly represent and
warrant to the underwriter or underwriters and each other Securities Holder
participating in such Public Sale Event as follows:

     (a) Such Securities Holder has all requisite power and authority  to enter
into and carry out the terms of this Agreement and such Purchase Agreement and
the other agreements and instruments related to such agreements to which it is a
party.

     (b) Each of this Agreement and such Purchase Agreement has been duly
authorized, executed and delivered by or on behalf of such Securities Holder and
constitutes the legal, valid and binding obligation of such Securities Holder,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

     (c) Such Securities Holder, immediately prior to any sale of shares of
Registrable Common pursuant to such Purchase Agreement, will have good title to
such shares of Registrable Common, free and clear of all liens, encumbrances,
equities or claims (other than those created by this Agreement); and, upon
payment therefor, good and valid title to such shares of Registrable Common will
pass to the purchaser thereof, free and clear of any lien, charge or encumbrance
created or caused by such Securities Holder.

     (d) Such Securities Holder has not taken and will not take, directly or
indirectly, any action designed to or which has constituted or which might
reasonably be expected to cause or result in, under the Exchange Act or other
applicable law, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of shares of Registrable Common.

     (e) Written information furnished by or on behalf of such Securities Holder
to the Company expressly for use in the Registration Statement or related
Prospectus or amendment thereof or supplement thereto will not contain as of the
effective date of such Registration Statement or as of the date of any
Prospectus or as of the date of any amendment thereof or supplement thereto any
untrue statement of a material fact or omit to state any material fact required
be stated or necessary to make the statements in such information not
misleading.

     SECTION 9. DELIVERY OF COMFORT LETTERS AND LEGAL OPINIONS.

     (a) On (x) the date that the Shelf Registration Statement is declared
effective by the Commission, (y) the date a post-effective amendment to the
Shelf Registration Statement, if any, covering the most recent annual or
quarterly financial statements of the Company is declared effective by the
Commission, and (z) the date that a Registration Statement relating to a Sale
Event in which the Securities Holders participate is declared effective by the
Commission, the Company shall comply with the following:

          (i) The Company shall have received, and delivered to the Securities
Holders participating in such Sale Event, a copy of a "Comfort" letter or
letters, or updates thereof according to customary practice, of the independent
certified public accountants who have certified the Company's financial
statements included in the Registration Statement covering substantially the
same matters with respect to the Registration Statement (including the
Prospectus) and with respect to events subsequent to the date of the Company's
financial statements as are reasonably customarily covered in accountants'
letters delivered to underwriters in underwritten offerings of securities.  The
Company will use its best efforts to cause such "comfort' letters to be
addressed to such Securities Holders.

          (ii) The Securities Holders participating in such offering shall have
received an opinion and any updates thereof of outside counsel to the Company
reasonably satisfactory to such Securities Holders and any underwriters or
purchasers covering substantially the same matters as are customarily covered in
opinions of issuer's counsel delivered to underwriters in underwritten offerings
of securities, addressed to each of


such Securities Holders and any underwriters or purchasers participating in such
offering and dated the closing date thereof.

     SECTION 10.  MISCELLANEOUS.

     10.1  Notices.  Any notice, demand, claim, request, waiver or consent or
other communication required or permitted to be given under the provisions of
this Agreement shall be in writing and shall be deemed to have been duly
delivered if delivered by any of the following means of delivery, and shall be
deemed to have been duly delivered and received on the date (or the next
business day if delivery is not made on a business day) of personal delivery or
facsimile transmission or on the date (or the next business day if delivery is
not made on a business day) of receipt, if mailed by registered or certified
mail, postage prepaid and return receipt requested, or on the date (or the next
business day if delivery is not made on a business day) of a stamped receipt, if
sent by an overnight delivery service, and sent to the following addresses (or
to such other address as any party may request by notifying the other parties
listed below in accordance with this Section):

          (a)  If to the Company:

               @Track Communications, Inc.
               1155 Kas Drive
               Suite 100
               Richardson, TX  75081
               Attn:  J. Raymond Bilbao
               Telephone:  (972) 301-2733
               Facsimile:  (972) 301-2263

               with a copy to:

               Locke Liddell & Sapp LLP
               2200 Ross Avenue
               Suite 2200
               Dallas, TX  75201
               Attn:  Stephen L. Sapp
               Telephone:  (214) 740-8570
               Facsimile:  (214) 740-8800

          (b)  If to Buyer:

               MinorPlanet Systems PLC
               Greenwich House
               Sheepscar, Leeds LS4 2LE
               United Kingdom
               Attn:  General Counsel
               Telephone:  011 44 0113 251 1600
               Facsimile:  011 44 0113 275 9809


               with a copy to:

               Mishcon de Reya, Solicitors
               21 Southampton Row
               London
               WC1B5HS
               United Kingdom
               Attn:  Larry Nathan
               Telephone:  011 44 010 7440 7031
               Facsimile:  011 44 020 7404 3014

               with a copy to:

               Brown & Wood LLP
               1666 K Street, N.W.
               Washington, D.C.  20006
               Attn:  John K. Hughes
               Telephone:  (202) 533-1430
               Facsimile:  (202) 533-1399

          (c)  If to the Other Holders:

               At the address of each such Other Holder as set forth on the
               books and records of the Company (which shall be such Other
               Holder's address as set forth on its Letter of Transmittal or as
               such Other Holder may otherwise notify the Company in writing).

     10.2  Interpretation.  Notwithstanding any other provision in this
Agreement, all references contained in this Agreement to the number of shares of
Common Stock held by any party shall be interpreted to mean the share capital
prior to the occurrence of the Reverse Stock Split (as such term is defined in
the Stock Purchase and Exchange Agreement by and among the parties hereto and of
even date herewith).

     10.3  Amendments and Waivers.  The Securities Holders and the Company may
from time to time enter into written amendments, supplements or modifications to
this Agreement for the purpose of adding any provisions hereto or changing the
rights of the Securities Holders or the Company hereunder.

     10.4  Termination.  This Agreement and the respective obligations and
agreements of the parties hereto, except as otherwise expressly provided herein,
shall terminate on the Termination Date.

     10.5  Survival of Representations and Warranties.  Except as they may by
their terms relate to an earlier date, all representations a warranties made
hereunder and in any document, certificate or statement delivered pursuant
hereto or in connection herewith execution and delivery of this Agreement and
the termination of any or all of the provisions of this Agreement.

     10.6  Headings.  The descriptive headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     10.7  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which when executed and delivered shall be deemed an
original, and all of which when taken together shall be considered one and the
same instrument, and this Agreement shall become effective when such
counterparts have been signed by each of the parties hereto and delivered to the
other parties.  The parties hereto agree that signatures of the parties and
their duly authorized officers may be exchanged by facsimile transmission, and
that such signatures shall be binding to the same extent, and have the same
force and effect, as the exchange of original written signatures.  The originals
of such signatures shall be sent to the other parties hereto by overnight
courier.


     10.8  Governing Law.  This agreement shall be governed by, and construed in
accordance with, the laws of the state of Delaware without regard to choice of
law provisions.

     10.9  Adjustment of Shares.  Each reference to a number of shares of Common
Stock in this Agreement shall be adjusted proportionately to reflect any stock
dividend, subdivision, split or reverse split or the like affected with respect
to all outstanding shares of Common Stock.

     10.10  No Inconsistent Agreements.  The Company will not on or after the
date of this Agreement enter into, and is not presently a party to, any
agreement with respect to its securities which is inconsistent with the rights
granted to the Securities Holders in this Agreement or otherwise conflicts with
the provisions hereof.  The rights granted to the Securities Holders pursuant to
this Agreement shall be superior to, and take precedence over, any similar
rights granted to any other Person by the Company subsequent to the date hereof.

     10.11  Severability.  Any provisions of this Agreement prohibited or
rendered unenforceable by any applicable law of any jurisdiction shall as to
such jurisdiction be ineffective to the extent of such prohibition or
unenforceable, without invalidating the remaining provisions hereof, any such
prohibition or unenforceable in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     10.12  Successors and Assigns.  This Agreement shall inure to the benefit
of and be binding upon the  successors and permitted assigns to each of the
parties hereunder as otherwise provided herein.

     10.13  Entire Agreement.  This Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of the matters referred to
herein and supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof.

     10.14  Result if No Acquisition of Common Stock.  Notwithstanding any
provision of this Agreement, or any rights that the Buyer or Other Holders may
have hereunder, if the Closing does not occur for any reason, this Agreement
shall be terminated, shall be deemed null and void ab initio, and the Company
shall have no obligations or liabilities whatsoever to any Person under any of
the terms of this Agreement.

                            [Signature Page Follows]


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                              @TRACK COMMUNICATIONS, INC.

                              By /s/ Jana Ahlfinger Bell
                                 -----------------------
                                 Name: Jana Ahlfinger Bell
                                 Title: President and CEO

                              MINORPLANET SYSTEMS PLC

                              By /s/ Robert Kelly
                                 ----------------
                                 Name: Robert Kelly
                                 Title: Group Finance Director

EX-23.1

                                                                    EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

     As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 22,
2001 (except for the matters discussed in Notes 2, 3 and 17 as to which the date
is May 1, 2001) included in @Track Communication, Inc.'s Form 10-K/A for the
year ended December 31, 2000 and to all references to our Firm included in this
registration statement.

/s/ Arthur Andersen LLP

Arthur Andersen LLP

Dallas, Texas
October 8, 2001

EX-23.2

                                                                    EXHIBIT 23.2
                       CONSENT OF INDEPENDENT ACCOUNTANTS

       We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated February 16, 1999 relating to the
financial statements and financial statement schedule, which appear in @Track
Communications, Inc.'s (formerly HighwayMaster Communications, Inc.) Annual
Report on Form 10-K/A for the year ended December 31, 2000.  We also consent to
the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas
October 8, 2001