<PAGE>
                                                                   EXHIBIT 10.32



                               September 26, 2002

VIA FACSIMILE

Mr. Robert Kelly
Financial Director
Minorplanet Limited
Greenwich House, North Street
Sheepscar, Leeds LS7 2AA

         RE:      EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT DATED 13 JUNE
                  2001 ENTERED INTO BETWEEN CAREN (292) LIMITED, FORMERLY KNOWN
                  AS MINORPLANET LIMITED ("MPL"), A COMPANY REGISTERED IN
                  ENGLAND UNDER COMPANY NUMBER 3213219 WHOSE REGISTERED OFFICE
                  IS AT GREENWICH HOUSE, NORTH STREET, SHEEPSCAR, LEEDS LS7 2AA
                  AND MISLEX (302) LIMITED, NOW KNOWN AS MINORPLANET SYSTEMS USA
                  LTD. ("MPUSA"), A COMPANY REGISTERED IN ENGLAND UNDER COMPANY
                  NUMBER 4131647 WHOSE REGISTERED OFFICE IS AT GREENWICH HOUSE,
                  NORTH STREET, SHEEPSCAR, LEEDS LS7 2AA, BUT WHOSE ADDRESS FOR
                  PURPOSES OF THE RECEIPT OF WRITTEN NOTICES SHALL BE 1155 KAS
                  DRIVE, SUITE 100, RICHARDSON, TEXAS, 75081 (THE "LICENSE
                  AGREEMENT")

Dear Mr. Kelly:

         As previously discussed, during the initial twelve (12) months of the
License Agreement, Section 6 of the License Agreement required MPL to provide
marketing and sales support to MPUSA free of charges except for reimbursement of
all reasonable traveling, accommodation and other expenses reasonably incurred
by any employees of MPL in providing such services. However, as discussed, as
the initial twelve (12) month period has now expired, the obligation of MPL to
provide the referenced marketing and sales support to MPUSA free of charges is
no longer in effect.

         This letter serves to confirm the terms and conditions by which MPL
shall continue to provide marketing and sales support to MPUSA as more fully set
forth below:

    1.   Sales/Marketing Consulting Services from 14 June 2002 to 22 August
         2002. To the extent MPL provided marketing and sales support to MPUSA
         during the period beginning 14 June 2002 to 22 August 2002, MPL agrees
         these services were provided free of charge except for reimbursement of
         all reasonable traveling, accommodation and other expenses reasonably
         incurred by any employees of MPL in providing such services.

    2.   Continued Sales and Marketing Support. MPUSA and MPL have agreed that
         it is desirable that MPL shall continue to provide assistance to MPUSA
         with the marketing and sale of VMI systems in North America during the
         period beginning 23 August 2002 and ending 22 February 2003 (the
         "Initial Consulting Term").

    3.   Executive Sales/Marketing Consulting Services. Part of the continuing
         sales and marketing support shall be provided through MPL's senior
         level executives, including but not limited to, its Chief Executive
         Jeffery Morris ("Executive Sales/Marketing Consulting Services"). MPL
         estimates that total fees in respect of Executive Sales/Marketing
         Consulting Services for the Initial Consulting Term including the
         reasonable and necessary expenses related to the provision of such
         services will approximate $1,760,0000 U.S. based upon the anticipated
         level of assistance required.


<PAGE>

Mr. Robert Kelly
Financial Director
Minorplanet Limited
September 26, 2002
Page 2 of 4


    4.   Non-Executive Sales/Marketing Consulting Services. MPL shall also
         provide assistance to MPUSA with the marketing and sale of VMI systems
         in North America during the Initial Consulting Term through use of
         MPL's non-executive level personnel (the "Non-Executive Sales/Marketing
         Consulting Services"). MPL estimates that total non-executive level
         personnel consulting fees for such services for the Initial Consulting
         Term will approximate $610,000 U.S. based upon the anticipated level of
         assistance required. The rates for the non-executive sales/marketing
         personnel to be provided by MPL are set forth in Exhibit A hereto. The
         parties envisage that MPUSA shall directly pay and/or reimburse the
         non-executive level personnel for reasonable traveling, accommodation
         and other expenses incurred as part of providing the Non-Executive
         Sales/Marketing Consulting Services. In the event that MPL shall have
         paid such expenses or made such reimbursement then MPL shall in turn be
         reimbursed by MPUSA provided always that such expenses shall be deemed
         by MPUSA to be reasonable.

    5.   Invoicing/Payment of Executive Sales/Marketing Consulting Service
         Charges. MPL shall render an invoice for the Executive Sales/Marketing
         Consulting Service Charges for the initial three (3) months of the
         Initial Consulting Term beginning 23 August 2002 and ending 22 November
         2002 in the amount of $880,000 (the "Initial Executive Services
         Invoice"). Other than the Initial Executive Services Invoice, MPL shall
         not charge MPUSA any additional amounts for services rendered nor
         expenses incurred in relation to Executive Sales/Marketing Consulting
         Services during the period beginning 23 August 2002 and ending 22
         November 2002. MPUSA shall not be required to pay the Initial Executive
         Services Invoice unless and until MPUSA's parent company, Minorplanet
         Systems USA, Inc., has filed a Form 10-K reporting net income (as
         defined by U.S. GAAP) and positive cash flow for the previous 12-month
         reporting period. Regardless of the services provided or expenses
         incurred, MPUSA shall have no liability for the Executive
         Sales/Marketing Consulting Services rendered by MPL during the period
         beginning 23 August 2002 and ending 22 November 2002 in excess of
         $880,000 U.S.

               a.   MPUSA and MPL shall review the progress made by MPUSA in the
                    marketing and sale of VMI Systems in North America at the
                    end of the period beginning 23 August 2002 and ending 22
                    November 2002 in good faith to determine whether additional
                    Executive Sales/Marketing Consulting Services are needed for
                    the subsequent three-month period. Directors of MPUSA which
                    do not qualify as Independent Directors under the rules of
                    NASDAQ or the United States Securities & Exchange Commission
                    shall abstain from deliberations and voting on such
                    determination.

    6.   Invoicing/Payment of Non-Executive Sales/Marketing Consulting Service
         Charges. MPL shall render invoices for the Non-Executive
         Sales/Marketing Consulting Services and related reasonable and
         necessary expenses on a monthly basis and MPUSA shall pay such invoice
         net 30 days. In the event that MPL believes that the Non-Executive
         Sales/Marketing Consulting Service charges will exceed $610,000 U.S.
         for the period beginning 23 August 2002 and ending 22 November 2002,
         MPL shall immediately notify MPUSA in writing prior to providing any
         additional services or incurring any additional or expenses.

    7.   All other terms and conditions of the License Agreement, to the extent
         not modified by this Addendum, shall remain in full force and effect.


<PAGE>

Mr. Robert Kelly
Financial Director
Minorplanet Limited
September 26, 2002
Page 3 of 4


         Please sign this letter as an authorized representative of MPL to
indicate MPL's acceptance and agreement to the terms of this letter addendum.

                                             Sincerely,
                                             /s/ John Stupka

                                             Independent Director
                                             MINORPLANET SYSTEMS USA, LTD.

AGREED TO & ACCEPTED:

MINORPLANET LIMITED

BY: /s/ ROBERT KELLY
    -------------------------
        ROBERT KELLY

TITLE: FINANCE DIRECTOR
    -------------------------

DATE: 30 DECEMBER 2002
    -------------------------



<PAGE>

Mr. Robert Kelly
Financial Director
Minorplanet Limited
September 26, 2002
Page 4 of 4


EXHIBIT A


                   Non-Executive Sales/Marketing Rate Schedule

<Table>
<Caption>
                                                                                          Total
                                       Qty          Monthly Rate   Estimated Months   Estimated Cost
                                   ------------     ------------   ----------------   --------------
<S>                                <C>              <C>            <C>                <C>
Sales Director                                2     $     16,726                6     $    200,707
Senior sales execs                            5     $     10,807                6     $    324,219
Sales execs/assistants                        5     $      2,830                6     $     84,915

              Total                                                                   $    609,841
</Table>