3 1 sovcap_3.txt FORM 3

Explanation of Responses: (1) The Issuer does not currently have sufficient authorized but unissued shares to issue to the Reporting Person any shares of common stock upon exercise of any of the foregoing warrants. In the event any of the Repricing Warrants are exercised at time when the Issuer does not have sufficient authorized but unissued common shares, any shares of common stock issuable upon such exercise will not be issued until such time, if ever, that stockholders of the Issuer approve an increases the authorized number of shares of common stock. SOVCAP EQUITY PARTNERS, LTD. By: /s/ Barry Herman July 18, 2002 ------------------------------- ------------- **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 2

TRACKER CORP OF AMERICA 3