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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
---- ----

Commission File Number: 0-17995

CUSTOMTRACKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Texas 75-2216818
(State of Incorporation) (I.R.S. Employer Identification
Number)

One Galleria Tower
13355 Noel Road, Suite 1555
Dallas, Texas 75240-6604
(Address of Principal Executive Offices)

(972) 702-7055
(Registrant's Telephone Number, Including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None Not Applicable
(Title of Class) (Name of Exchange on Which Registered)

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock
$0.01 Par Value
(Title of Class)

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

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in any amendment to this Form 10-K. [_]

As of March 31, 1999, there were 15,203,837 shares of CustomTracks Corporation
("CustomTracks") $0.01 par value common stock outstanding, 13,370,623 of which
having an aggregate market value of $200,559,345 were held by non-affiliates.
For purposes of the above statement, all directors and officers of the
Registrant are presumed to be affiliates.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

MANAGEMENT

Directors and Executive Officers

The following table sets forth, as of March 31, 1999, the names of the
directors and executive officers of CustomTracks and their respective ages and
positions with CustomTracks.

Name Age Position
---- --- --------

David P. Cook(1)(3)........... 47 Director, Chairman, President and Chief
Executive Officer

Michael E. Keane(2)(4)........ 43 Director

James S. Marston(1)(4)........ 66 Director

Jack L. Martin(2)(4).......... 45 Director

Antonio R. Sanchez, Jr.(1)(3). 56 Director

Dr. Ben G. Streetman(2)(3).... 60 Director

Mark A. Tebbe................. 37 Director

Ronald A. Woessner............ 42 Vice President, General Counsel and
Secretary

Steve M. York................. 48 Senior Vice President, Chief Financial
Officer and Treasurer

- --------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Nominating Committee.
(4) Member of the Compensation and Stock Option Committee.

David P. Cook became a director of CustomTracks in December 1995 and was
appointed Chairman, President and Chief Executive Officer in April 1998. He
most recently served as Chairman and Chief Executive Officer of ARBImetrics
Corporation, a Dallas-based investment company that he founded. Mr. Cook
previously served as a director of CustomTracks from 1984 until 1990, serving
as Chairman of the Executive Committee until 1990. Mr. Cook founded
Blockbuster Entertainment Corporation and was its Chief Executive Officer from
its inception until 1987. Prior to that, he was Chairman of Cook Data
Services, Inc., a software company that he also founded.

Michael E. Keane became a director of CustomTracks in November 1997. Mr.
Keane has been Senior Vice President and Chief Financial Officer of UNOVA,
Inc. ("UNOVA") since November 1997. UNOVA comprises the former industrial
technology businesses spun off from Western Atlas, Inc. in October 1997, where
Mr. Keane was also Senior Vice President and Chief Financial Officer from
October 1996 until October 1997 and Vice President and Treasurer from March
1994 until October 1996. Prior to that, he was Corporate Director, Pensions
and Insurance, for Litton Industries, Inc. from February 1991 until March
1994.

James S. Marston became a director of CustomTracks in September 1991. From
September 1987 through February 1998, Mr. Marston served as a Senior, or
Executive, Vice President and the Chief Information Officer of APL Limited,
one of the largest U.S.-based intermodal shipping companies. Between 1986 and
1987, Mr. Marston served as President of AMR Technical Training Division, AMR
Corporation.

Jack L. Martin became a director in August 1998. Mr. Martin is Chairman and
founder of Public Strategies, Inc., one of the nation's premiere international
strategic communications firms, which specializes in advising Fortune 500
companies. Mr. Martin currently serves as a director for the Scott and White
Memorial Hospital and Scott, Sherwood and Brindley Foundation, the Caesar
Kleberg Foundation and KLRU-TV. For many years, Mr. Martin served on former
U.S. Senator Bentsen's staff and held the position of Executive Assistant to
the Senator. He served on the Board of Regents of the Texas State University
System from 1985 to 1991 and was elected Chairman in 1988. Mr. Martin served
as the chair of the Texas National Research Laboratory Commission, the Texas
state agency responsible for overseeing the National Superconducting Super
Collider project.

Antonio R. Sanchez, Jr. was one of the early investors in CustomTracks in
1987 and became a director of CustomTracks in February 1993. Presently, Mr.
Sanchez is Chairman and Chief Executive Officer of Sanchez Oil & Gas
Corporation. Mr. Sanchez also holds interests in banking, real estate
development, industrial parks and various other investments. Mr. Sanchez
serves as a director of International Bank of Commerce ("IBC") and as a
director and stockholder of IBC's publicly-traded holding company,
International Bancshares Corporation. Mr. Sanchez is also a member of the
University of Texas Board of Regents.

Dr. Ben G. Streetman became a director in July 1998. Dr. Streetman is Dean
of the College of Engineering at the University of Texas at Austin and holds
the Dula D. Cockrell Centennial Chair in Engineering. He is a Professor of
Electrical and Computer Engineering and was the founding director of the
Microelectronics Research Center from 1984 until 1996. He is also a member of
the Board of Directors for National Instruments and Global Marine.

Mark A. Tebbe became a director in March 1999. Mr. Tebbe is President and
Chief Executive Officer of Lante Corporation, a leading, privately-held,
Internet commerce solutions and consulting firm. He has authored numerous
industry-related articles and columns and is currently a contributing editor
to InfoWorld, providing a weekly industry column entitled "Behind the Lines."
He is also affiliated with several technology, software and charity boards,
including COMDEX Conference, Chicago Software Association, Guru, Inc., Saranac
and Bionomics.

Ronald A. Woessner joined CustomTracks in April 1992 as General Counsel. He
was appointed Vice President in December 1993. He was previously a corporate
and securities attorney with the Dallas-based law firm of Johnson & Gibbs,
P.C.

Steve M. York joined CustomTracks in April 1990 as Vice President, Chief
Financial Officer and Treasurer. He was appointed Senior Vice President in
April 1994. Mr. York, a Certified Public Accountant, previously held various
financial management positions with commercial operating companies and was
employed by Arthur Young & Co. (now Ernst & Young LLP).

Each director serves until the next annual meeting of stockholders, and
until the director's successor is duly elected and qualified, unless earlier
removed in accordance with CustomTracks' bylaws. Officers serve at the
discretion of the Board of Directors.

See "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" for a
description of transactions between CustomTracks and certain directors and
executive officers of CustomTracks.

Section 16(a) Beneficial Ownership Reporting Compliance

During 1998, Mr. York and former executive officers John Wilson and Michael
Wolpert failed to timely file one Form 4. In each case, the filing related to
one exercise of stock options held by them, which exercise was exempt from
Section 16(b) of the Securities and Exchange Act of 1934 by virtue of Rule
16b-3 thereunder. Also during 1998, Mr. Sanchez failed to timely file one Form
4 with respect to four open market purchases made by him during a single
month. In all cases, the filings were promptly made as soon as the oversight
was discovered.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation Of Directors And Executive Officers

Summary Compensation Table

The following table sets forth the compensation paid to the named
CustomTracks' executive officers for services rendered to CustomTracks for the
periods indicated. Immediately following the table are summaries of existing
employment-related contracts with these executive officers.

SUMMARY COMPENSATION TABLE

Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Number of
Other Restricted Securities
Name and Principal Annual Stock Underlying LTIP All Other
Position Year Salary Bonus Compensation Award Options Payouts Compensation(9)
- ------------------ ---- -------- ------- ------------ ---------- ---------- ------- ---------------

David P. Cook(1) 1998 $ -- $ -- $ 3,750(1) $ -- 4,254,627 -- $ --
President, Chief 1997 -- -- 15,000(1) -- 2,500 -- --
Executive Officer and 1996 -- -- 15,000(1) -- 2,500 -- --
Chairman of the Board

Stuart M. Evans(2) 1998 104,953 31,486 418,948(2) 68,430(5) -- -- 371
Former President, 1997 209,042 -- -- -- -- -- 1,376
Electronic Security 1996 180,550 46,958 -- 34,500 15,000(5) -- --
Group

G. Russell Mortenson(3) 1998 50,000 -- 654,327(3) -- -- -- --
Former President, Chief 1997 300,000 -- -- -- 221,838(6) -- 2,574
Executive Officer and 1996 300,000 58,536 -- 172,500 80,000(7) -- 1,440
Chairman of the Board

Ronald A. Woessner 1998 150,000 50,000 -- -- 38,625 -- 5,156
Vice President, General 1997 130,000 9,100 -- -- 20,000 -- 1,820
Counsel and Secretary 1996 120,000 21,291 -- -- 5,000 -- 1,715

Michael H. Wolpert(4) 1998 175,083 60,379 1,468,600(4) 43,750(8) -- -- 2,106
Former President, 1997 170,500 34,807 -- -- 20,000(8) -- 4,077
Cardkey Systems 1996 155,000 55,425 -- -- 10,000 -- 1,875

Steve M. York 1998 193,000 50,000 -- 93,750(8) -- -- 2,800
Senior Vice President, 1997 193,000 -- -- -- 25,000(8) -- 2,000
Chief Financial Officer 1996 175,000 43,162 -- 67,275 30,000(7) -- 1,440
and Treasurer

- --------
(1) In February 1998, Mr. Cook became Chairman, President and Chief Executive
Officer of CustomTracks. See "Employment and Severance Contracts with
Certain Executive Officers" below for a description of the employment
arrangement with Mr. Cook. "Other Annual Compensation" and option awards
for 1997 and 1996 represent director fees and director options paid or
given prior to Mr. Cook's employment.
(2) In June 1998, in connection with the sale of a CustomTracks' subsidiary,
Mr. Evans' employment with CustomTracks ceased. "Other Annual
Compensation" for 1998 represents a cash severance payment to Mr. Evans.
Mr. Evans' compensation was paid in U.K. pound sterling and has been
translated to U.S. dollars at the applicable average rate.
(3) Mr. Mortenson's employment with CustomTracks ceased in February 1998.
"Other Annual Compensation" for 1998 represents a cash severance payment
paid to Mr. Mortenson.
(4) In November 1998, in connection with the sale of Cardkey Systems and
related entities ("Cardkey"), Mr. Wolpert's employment with CustomTracks
ceased. "Other Annual Compensation" for 1998 represents a cash incentive
payment to Mr. Wolpert for his successful efforts in concluding the sale
of Cardkey.

(5) The "Number of Securities Underlying Options" as originally reported in
CustomTracks' 1997 Proxy Statement for Mr. Evans included 15,000 shares
which were "restricted shares" issuable for no additional consideration
when a like number of option shares were exercised and held for the
requisite period. In 1998, when the corresponding options were exercised,
these "restricted shares" were issued. They are now reflected in the table
under "Restricted Stock Award" for 1998, and the number of shares
reflected in the table under "Number of Securities Underlying Options" for
1996 has been correspondingly reduced by the number of "restricted shares"
issued.
(6) The number of shares that may be received under 1997 option grants
includes 73,946 shares that represent "restricted shares" issuable for no
additional consideration if and when a like number of option shares are
exercised and held for the requisite period.
(7) The number of shares that may be received under 1996 option grants
includes 40,000 and 15,000 shares for Messrs. Mortenson and York,
respectively, which represent "restricted shares" issuable for no
additional consideration if and when a like number of option shares are
exercised and held for the requisite period.
(8) The "Number of Securities Underlying Options" as originally reported in
CustomTracks' 1998 Proxy Statement for Messrs. Wolpert and York included
10,000 and 25,000 shares, respectively, which were "restricted shares"
issuable for no additional consideration when a like number of option
shares were exercised and held for the requisite period. In 1998, when the
corresponding options were exercised, these "restricted shares" were
issued. They are now reflected in the table under "Restricted Stock Award"
for 1998, and the number of shares reflected in the table under "Number of
Securities Underlying Options" for 1997 has been correspondingly reduced
by the number of "restricted shares" issued. The "restricted shares" can
be forfeited to CustomTracks if, during the three years following their
issuance, (i) the recipient fails to hold the shares received upon
exercise of the related stock option for the requisite period or (ii) the
recipient's employment is terminated for cause or the recipient separates
from employment with CustomTracks under certain other circumstances. The
"restricted share" awards provide for, with the consent of the Board of
Directors, lapsing of restrictions if the recipient's employment is
terminated other than for cause or if the recipient separates from
employment with CustomTracks under certain other circumstances.
(9) Represents CustomTracks' contributions to CustomTracks' 401(k) Retirement
Plan or CustomTracks' Employee Stock Purchase Plan.

Employment and Severance Contracts with Certain Executive Officers

CustomTracks and Mr. Cook are parties to an employment agreement, dated
April 29, 1998, which expires April 28, 2001. In consideration of the
employment agreement, CustomTracks issued to Mr. Cook options to acquire
4,254,627 shares of CustomTracks' common stock at an exercise price of $7.00
per share (twice the closing price of CustomTracks' common stock on the day
preceding the date of agreement). The options have a five-year term and vest
quarterly over two years. The options will vest immediately in the event of
(i) a change of control of CustomTracks, (ii) a change of control of any
material CustomTracks subsidiary that is engaged in the Internet transaction
payment business or other business involving a concept primarily fostered by
Mr. Cook or (iii) Mr. Cook's employment is terminated other than for cause.
Mr. Cook will receive no salary under the employment arrangement.

CustomTracks and Mr. Woessner are parties to a severance agreement, which,
per the severance agreement formula (which is based on years of service), as
of March 31, 1999, provides for the payment to him of 17 months of his base
salary in the event he has good reason (as defined) to resign his employment
or if his employment is terminated other than for cause. The severance
agreement also provides for the payment to Mr. Woessner of two times his
annual base salary in the event his employment terminates after a change in
control (as defined) of CustomTracks. The severance agreement also contains
confidentiality and non- competition provisions.

CustomTracks and Mr. York are parties to a severance agreement, which, per
the severance agreement formula (which is based on years of service), as of
March 31, 1999, provides for the payment to him of 18 months of his base
salary in the event he has good reason (as defined) to resign his employment
or if his

employment is terminated other than for cause. The severance agreement also
provides for the payment to Mr. York of three times his annual base salary in
the event his employment terminates after a change in control (as defined) of
CustomTracks. The severance agreement also contains confidentiality and non-
competition provisions.

Option Grants Table

The following table sets forth information relating to stock option grants
made by CustomTracks to the named executive officers during the year ended
December 31, 1998.

OPTION GRANTS IN 1998

Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
--------------------------------------------- -----------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Per Expiration
Name Granted in 1998 Share Date 5% 10%
---- ---------- ---------- --------- ---------- --------- ----------

David P. Cook(1)........ 4,254,627 96.02% $7.00 04/29/2003 $ -- (1) $ -- (1)
Stuart M. Evans(2)...... -- -- -- -- -- --
G. Russell Mortenson(2). -- -- -- -- -- --
Ronald A. Woessner...... 38,625(3) 0.87 3.56 04/28/2008 86,443 219,313
Michael H. Wolpert(2)... -- -- -- -- -- --
Steve M. York........... -- -- -- -- -- --

- --------
(1) See "Employment and Severance Contracts with Certain Executive Officers"
for a description of the employment arrangement with Mr. Cook. The
"Potential Realizable Value at Assumed Annual Rates of Stock Price
Appreciation for Option Term"is zero since the exercise price per share of
$7.00 is greater than the fair market value of CustomTracks' common stock
at the time of grant of $3.50 plus the assumed stock price appreciation.
(2) Separated from employment with CustomTracks during 1998.
(3) The options vest ratably and become exercisable over three years. In the
event of a change in control (as defined) of CustomTracks or a material
CustomTracks' subsidiary under specified circumstances, the options become
immediately exercisable.

Aggregated Option Exercises and Year-End Option Value Table

The following table sets forth information relating to the exercises of
stock options by CustomTracks' executive officers named below during the year
ended December 31, 1998, and the value of unexercised stock options as of
December 31, 1998.

AGGREGATED OPTION EXERCISES IN 1998 AND
DECEMBER 31, 1998 OPTION VALUES

Number of Securities
Underlying Unexercised Value of Unexercised
Option Exercises Options at In-the-Money Options at
During 1998 December 31, 1998 December 31, 1998
-------------------- ------------------------- -------------------------
Number of
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

David P. Cook(1)........ -- $ -- 1,093,656 3,190,971 $4,079,107 $11,766,705
Stuart M. Evans(2)...... 15,000 -- 34,000 -- 97,375 --
G. Russell Mortenson(2). 73,946 277,297 -- -- -- --
Ronald A. Woessner...... -- -- 34,337 65,663 114,682 394,970
Michael H. Wolpert(2)... 60,000 254,840 -- -- -- --
Steve M. York........... 25,000 -- 61,035 28,765 182,487 91,097

- --------
(1) See "Employment and Severance Contracts with Certain Executive Officers"
for a description of the employment arrangement with Mr. Cook.
(2) Separated from employment with CustomTracks during 1998.

Compensation of Directors

For serving on CustomTracks' Board of Directors and related committees, a
"Qualifying External Director" currently receives an annual fee of $15,000.
Also, under the terms of CustomTracks' 1996 Directors' Stock Option Plan (the
"1996 Plan"), each Qualifying External Director also receives an automatic
one-time grant of options to acquire 25,000 shares of CustomTracks' common
stock at the time of initial election or appointment to the Board. A
Qualifying External Director is a non-employee director who does not, directly
or indirectly, beneficially own, or is not an employee, affiliate, or designee
to the Board of Directors of a person (other than a person that is a
strategic/business partner of CustomTracks) that directly or indirectly
beneficially owns, more than five percent of CustomTracks' common stock. In
addition, except as discussed below, under the 1996 Plan, a Qualifying
External Director receives an automatic one-time grant of 2,500 options
annually while continuing to serve on the Board of Directors.

Under share ownership guidelines adopted by the Board of Directors,
CustomTracks' non-employee directors are encouraged to own at least 10,000
shares of CustomTracks' common stock. Non-employee directors who do not
achieve these share ownership amounts by the specified dates are not eligible
to receive the annually recurring 2,500 share option grants discussed above.

The Board of Directors has adopted the CustomTracks Corporation 1999
Directors' Stock Option Plan (the "1999 Plan"), which is subject to the
approval of the stockholders of CustomTracks at the 1999 Annual Meeting of
Stockholders. If approved by the stockholders, the 1999 Plan will replace the
1996 Plan and the annual $15,000 retainer fee for participating directors.

Compensation Committee Interlocks and Insider Participation

The entire Board of Directors established CustomTracks' compensation
policies in 1998. Mr. Cook, CustomTracks' President and Chief Executive
Officer, participated in deliberations of CustomTracks' Board of Directors
concerning executive compensation during the year ended December 31, 1998. Mr.
Martin, a director of CustomTracks, is Chairman of Public Strategies, Inc., a
firm engaged by CustomTracks to assist in the marketing of its Internet
transaction payment system. Mr. Keane, a director of CustomTracks, is Senior
Vice President and Chief Financial Officer of UNOVA, Inc., the purchaser of
CustomTracks' Transportation Systems Group. Mr. Sanchez, a director of
CustomTracks, is a director of the International Bank of Commerce, Laredo,
Texas, with which CustomTracks had a banking relationship. See "ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information concerning beneficial
ownership of CustomTracks' common stock as of March 31, 1999, by (i) each
person who is known by CustomTracks to own beneficially more than five percent
of the outstanding shares of common stock, (ii) each director and executive
officer of CustomTracks and (iii) all directors and executive officers as a
group.

Amount and Nature
of Beneficial Ownership(1)
--------------------------------------
Percentage of Total
Number of Shares Shares Outstanding(2)
---------------- ---------------------

David P. Cook(3)........................ 2,246,312 12.94%
Michael E. Keane(4)..................... 27,500 *
James S. Marston(4)..................... 37,500 *
Jack L. Martin(4)....................... 25,000 *
Antonio R. Sanchez, Jr.(5).............. 1,624,212 10.66%
Dr. Ben G. Streetman(4)................. 27,500 *
Mark A. Tebbe........................... 7,500 *
Ronald A. Woessner(6)................... 90,281 *
Steve M. York(7)........................ 150,467 *
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401......... 958,424 6.30%
Mitsubishi Corporation
6-3, Marunouchi, 2-Chome
Chiyoda-Ku, Tokyo
Japan.................................. 822,823 5.41%
White Rock Capital, Inc.
3131 Turtle Creek Boulevard
Suite 800
Dallas, Texas 75219.................... 938,500 6.17%
All directors and executive officers as
a group(8)............................. 4,236,272 24.06%

- --------
*Denotes ownership of less than 1%.
(1) Except as otherwise noted, each person has sole voting and investment
power over the common stock shown as beneficially owned, subject to
community property laws where applicable.
(2) Shares of common stock that were not outstanding but could be acquired
upon exercise of an option within 60 days of March 31, 1999, are deemed
outstanding for the purpose of computing the percentage of outstanding
shares beneficially owned by a particular person. However, such shares are
not deemed to be outstanding for the purpose of computing the percentage
of outstanding shares beneficially owned by any other person.

(3) Includes 2,157,312 shares that Mr. Cook has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of March 31, 1999.
(4) This individual has the right to acquire these shares under outstanding
stock options that are currently exercisable or that become exercisable
within 60 days of March 31, 1999.
(5) Includes 131,251 shares that are owned by family members of Mr. Sanchez or
by trusts for which Mr. Sanchez serves as trustee or is a beneficiary. Of
such 131,251 shares, (i) 9,375 shares are held by family members of Mr.
Sanchez; (ii) 82,500 shares, over which Mr. Sanchez exercises voting,
investment and disposition power, are held in trusts for which Mr. Sanchez
acts as trustee for the benefit of other persons and (iii) 39,376 shares,
over which Mr. Sanchez does not have voting, investment or disposition
powers, are held in a trust for the benefit of Mr. Sanchez and certain of
his family members. Also, includes 35,000 shares that Mr. Sanchez has the
right to acquire under outstanding stock options that are currently
exercisable or that become exercisable within 60 days of March 31, 1999.
(6) Includes 2,500 shares that are held in a trust for which Mr. Woessner acts
as trustee for the benefit of another person and 47,211 shares that Mr.
Woessner has the right to acquire under outstanding stock options that are
currently exercisable or that become exercisable within 60 days of March
31, 1999.
(7) Includes 46,035 shares that Mr. York has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of March 31, 1999 and 51,700 shares that are
subject to forfeiture to CustomTracks under certain circumstances.
(8) Includes all shares as to which the directors and executive officers
disclaim beneficial ownership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In May 1998, CustomTracks acquired Petabyte Corporation ("Petabyte"), a
digital data distribution start-up enterprise founded by Mr. Cook. In
consideration of the sale of Petabyte, CustomTracks paid Mr. Cook $200,000 and
agreed to pay Mr. Cook four annual payments of $200,000 each. Effective March
1999, CustomTracks returned title to a Petabyte patent covering certain
digital data distribution concepts to Mr. Cook, while retaining a use license
to the patent for a nominal payment. In connection with the return of the
patent, CustomTracks' future payments to Mr. Cook, totaling $800,000, have
been eliminated.

In February 1999, CustomTracks entered into an agreement with Lante
Corporation ("Lante"), a privately-held Internet commerce solutions and
consulting firm, to assist CustomTracks in the development of CustomTracks'
Internet transaction payment system. Mr. Tebbe, who was subsequently elected a
director of CustomTracks, is President and Chief Executive Officer of Lante
and its majority shareholder. In exchange for the services to be provided by
Lante, CustomTracks will pay cash for work performed at discounted rates and
has issued options to purchase 500,000 shares of CustomTracks' common stock to
Lante at an exercise price of $7.62 per share, the closing price of
CustomTracks' common stock on the date of the agreement. The options vest over
three years and expire at the end of ten years.

In April 1999, CustomTracks entered into an agreement with Public
Strategies, Inc. ("PSI"), an international strategic communications firm, to
assist in the marketing of CustomTracks' Internet transaction payment system.
Mr. Martin, a director of CustomTracks, is Chairman of PSI. In exchange for
the services to be performed by PSI, CustomTracks will pay PSI a monthly
retainer of $75,000.

Mr. Sanchez, a director of CustomTracks, is a director of the International
Bank of Commerce, Laredo, Texas ("IBC"), and a director and stockholder of
IBC's publicly-traded holding company, International Bancshares Corporation.
CustomTracks formerly had a banking relationship with IBC and maintained a
checking account and short-term investments with IBC, which terminated in June
1998. The average month-end balance during 1998 of such checking account and
short-term investments was approximately $1,074,000.

Mr. York is indebted to CustomTracks in the principal amount of $251,425,
which amount represents money loaned by CustomTracks to fund the exercise of
retention incentive options. Mr. York's indebtedness is represented by
promissory notes that bear interest at the rate of 6.61%, 5.61% and 4.66% per
annum. All notes

are secured by the shares issued upon exercise of the retention incentive
options. The notes of Mr. York are due in May 2000, December 2001 and
September 2002 (unless becoming due earlier under certain circumstances
described in the notes).

On June 11, 1998, CustomTracks sold its Transportation Systems Group to
UNOVA, Inc. ("UNOVA"), effective as of May 31, 1998, resulting in a pre-tax
gain of $1,139,000. Mr. Keane, a director of CustomTracks, is Senior Vice
President and Chief Financial Officer of UNOVA. As consideration for the sale,
CustomTracks received $22,350,000 in cash and 2,211,900 unregistered shares of
CustomTracks' common stock that were previously purchased by UNOVA in late
1997. The shares were valued at $10,921,000.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

Exhibit No. Description
- ----------- -----------

10.1* --Registration Rights Agreement, effective as of February 2, 1999, by and between CustomTracks
Corporation and Lante Corporation.
10.2* --Stock Option Agreement, effective as of February 2, 1999, by and between CustomTracks
Corporation and Lante Corporation.

- --------
* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on April 28, 1999.

CUSTOMTRACKS CORPORATION

/s/ Steve M. York
By: _________________________________
Steve M. York
Senior Vice President, Chief
Financial Officer,
and Treasurer