20-F/A











Exhibit 4.1  



English Summary of
Hebrew Language
Memorandum
of Understanding  



March 15, 2007 



	“Parties”  		Pointer
Telocation Ltd. ("Pointer"),  Cellocator Ltd.  ("Company"),  and Mr. Amnon and Ms. Madi
Duchovna-Naveh                                        ("Amnon"  and  "Madi"  respectively
 and  together  the  "Shareholders").  Madi  holds  100% of the issued and
                                       outstanding  share  capital (on a fully diluted
 basis) of Meshi  Hightech  Holdings,  which holds 100% of the
                                       issued and outstanding share capital (on a fully
diluted basis) of the Company. 








	“The Transaction”  		     Pointer
shall purchase from the Company all of the Transferred Assets, including any asset
necessary for the continued operation of the Company, free of any charge, encumbrance,
debt and/or any third party rights.  






	“The Transferred Assets”  		
 “Intangible Assets”- the goodwill of the
Company and of Amnon, intellectual property, registered patents, the Cellocator tradename
and trademark, agreements and obligations with respect to the business of the Company.
 






	 	
“Tangible
Assets”- all fixed and non-fixed assets.






	“Consideration”	  	For
Intangible Assets: 




	 	— 	NIS
59,857,984; 




	 	                                       — 	160,000
ordinary  shares,  nominal value NIS 3.00 each, in the aggregate amount of NIS 8,071,008
(NIS                                            50.4438 per share),  which  constitute
4.03% of the issued share capital of Pointer at the date of the MOU
                                           (the "Pointer Shares"); 




	 	                                       — 	A
non-trading  convertible  debenture-  exercisable at any time following 15 months after
the closing                                            (the  "Commencement  Date") -
convertible  into 160,000  ordinary  shares,  at a nominal value of NIS 3.00
                                           each, in the aggregate  amount of NIS
 8,071,008,  which  constitute  4.03% of the issued share capital of
                                           Pointer at the date of the MOU (the
 "Debenture  Shares").  If not exercised  within 36 months of closing,
                                           will be  automatically  repaid,  with
 interest  at prime.  Notwithstanding  the  above,  the  convertible
                                           debenture shall be exercisable  prior to the
Commencement Date immediately prior to the earlier of (i) the
                                           sale of Pointer's shares by DBSI  Investments
 Ltd.  ("DBSI") which will grant the holder of the debenture
                                           "tag-along"  rights;  (ii) the sale of all, or
 substantially  all,  of  Pointer's  assets;  and (iii) the
                                           purchase of all, or substantially all, of the
issued and outstanding share capital of Pointer. 




	 	
For
Tangible Assets:




	 	                                       — 	The
difference  between the value of the Tangible  Assets and of the  transferred
 obligations of the                                            Company, excluding certain
assets; 




	 	                                       — 	NIS
2,000,000. 









	“Pointer Shares”		
 Pointer shall file a registration statement covering the
Pointer Shares. To the extent that registration is not completed within 180 days from
closing, or that the prospectus is not in force at any time during the period in which the
Pointer Shares are required to be covered by an effective registration statement, Pointer
shall pay Company and/or Shareholders an amount equal to 2% of the convertible debenture
as liquidated damages per each month such default occurs. 















	 	
Pointer
shall file a registration statement covering the Debenture Shares within 15 months from
the registration of the Pointer Shares.  






	 	
The
Company shall not sell 5% or more of Pointer’s share capital before 24 months have
passed from the closing of the Transaction, without obtaining Pointer’s prior
written consent.







	“Sale of Pointer Shares”		
 The Company will have a “tag-along” right
on any sale of Pointer shares by DBSI, the controlling shareholder of Pointer. 






	 	
In
the event that the Company shall sell Pointer Shares or Debenture Shares, Pointer shall
have the right of first refusal to purchase such shares from the Company.







	 	
The
aforementioned will not apply with respect to a public sale of Pointer shares, if the
sale volume of one transaction or several linked transactions is lower than 5% of Pointer’s
issued share capital. 






	“Director/Observer”		
For as long as the Company or its shareholders hold Pointer shares, the Company will be
permitted to appoint an observer on its behalf on Pointer’s board of directors,
subject to the signing of a non-disclosure agreement by the observer. 






	 	
For
as long as the Company or its shareholders hold at least 5% of Pointer Shares (including
holdings resulting from the convertible debenture, even if not converted), the Company
will be permitted to request the appointment of a director on its behalf, in place of
said observer, unless such appointment would limit the ability of Pointer to register the
Pointer Shares. 






	“Undertaking of Shareholders”		
 Amnon and Madi undertake to work for Pointer for a
period of no less than 3 years from closing, as Chief Technology Officer and as Operation
Manager, respectively. Madi shall be directly subordinate to Pointer’s CEO. 






	“Non-Compete”		The
Binding Agreement will include non-compete restrictions on the Shareholders.  






	“No-Shop”		
For a period of 90 days from the signing of this memorandum of understanding, the Company
and Shareholders undertake not to make any offers for sale of shares, operations or assets
of the Company to any third party, other than sale of supply and services in the ordinary
course of the Company’s business. 






	“Due Diligence”		
 The signing of a Binding Agreement is subject to completion
of a legal, financial and business due diligence review by Pointer, to Pointer’s full
satisfaction. The Company shall provide Pointer with all necessary information. 






	“Binding Agreement”		
 The parties shall execute a binding agreement, which shall
be acceptable by all parties thereto.  






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	“Required Approvals”		
 The consummation of the Transaction is subject to obtaining
all approvals required by law or by agreements to which the Company is a party, including
approvals from (i) the Office of the Chief Scientist; (ii) the Investment Center; (iii)
banks; (iv) customers, suppliers and third parties; (v) consent of 70% of Company
employees to transferring their employment to Pointer. 








	 	
The
Company’s approved enterprise status will be transferred to Pointer upon
consummation of the Transaction. 






	 	
The
transfer of Company employees to Pointer shall be based upon preserving all employee
rights.







	“Timetable”		
The parties intend to execute a Binding Agreement by May 31, 2007 and to consummate the
Transaction no later than June 30, 2007. The Binding Agreement shall provide that to the
extent that closing shall occur after June 30, 2007 (the “Effective Date”) but
before the expiration of the agreement (which shall be 6 months from the signing of the
Binding Agreement), then, subject to the closing of the Binding Agreement, the
Company’s revenue accrued between the Effective Date and the actual closing shall be
transferred to Pointer, and Pointer shall pay the Company interest at prime + 1% on the
cash portion of the Consideration with respect to said period. 






	“Force”		
Excluding the Non-Compete and No-Shop provisions, which constitute a binding agreement
between the parties hereto, this memorandum of understanding shall be non-binding. 






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