<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A

                                 Amendment No. 1

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

(Mark One)

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

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

                    FOR THE FISCAL YEAR ENDED AUGUST 31, 2003

                         COMMISSION FILE NUMBER 0-26140

                          MINORPLANET SYSTEMS USA, INC.
             (Exact name of Registrant as specified in its charter)


            DELAWARE                                  51-0352879

(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)

                            1155 KAS DRIVE, SUITE 100
                             RICHARDSON, TEXAS 75081
          (Address of principal executive offices, including zip code)

       (Registrant's telephone number, including area code) (972) 301-2000

        Securities Registered Pursuant to Section 12(b) of the Act: NONE

           Securities Registered Pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE

                              (Title of each 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 definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

YES [ ] NO [X]

The aggregate market value of the common equity held by non-affiliates of the
Registrant as of December 18, 2003 was $2,565,776.*

         The number of shares outstanding of Registrant's Common Stock was
9,669,832 as of December 18, 2003.

                                       i

<PAGE>

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

         *Excludes the Common Stock held by executive officers, directors and by
stockholders whose ownership exceeds 5% of the Common Stock outstanding at
December 18, 2003. Exclusion of such shares should not be construed to indicate
that any such person possesses the power, direct or indirect, to direct or cause
the direction of the management or policies of the Registrant or that such
person is controlled by or under common control with the Registrant.

                                       ii

<PAGE>

                          Minorplanet Systems USA, Inc.

                                   FORM 10-K/A
                                 Amendment No. 1
                      For Fiscal Year Ended August 31, 2003

                                      INDEX

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
PART III

        ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........................    1
        ITEM 11. EXECUTIVE COMPENSATION ....................................................    4
        ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                 AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.............................    9
        ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................   11
</TABLE>

                                       i

<PAGE>

         Minorplanet Systems USA, Inc. ("Minorplanet USA" or the "Company") is
filing this Amendment Number 1 to its annual report for the fiscal year ended
August 31, 2003, that was filed with the Securities and Exchange Commission on
December 1, 2003 for the sole purpose of adding the information required by
Items 10, 11, 12 and 13 of Part III of Form 10-K in accordance with General
Instruction G(3) to Form 10-K.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         ORGANIZATION OF THE BOARD OF DIRECTORS AND MEETINGS

         Currently, Minorplanet USA's board of directors consists of Gerry C.
Quinn, John T. Stupka and Michael Beverley, each of whom was elected at the 2003
annual meeting of stockholders. Effective May 5, 2003, Sir Martin Jacomb
resigned his position as a member of the board of directors. Effective June 24,
2003, Michael Abrahams and Robert D. Kelly resigned their positions as members
of the board of directors. Effective July 7, 2003, the board of directors
approved resolutions decreasing the size of the board of directors to three
members, and waiving the requirement of Article II, Section 2.1 of Minorplanet
USA's Amended & Restated Bylaws to hold the annual meeting of stockholders
within 150 days of the end of the fiscal year. All directors serve until the
next annual meeting of the stockholders or until their respective successors are
duly elected and qualified, or until their earlier death or removal from office.

         Audit Committee Financial Expert. Minorplanet USA's board of directors
has determined that Michael Beverley, a member of the audit committee of
Minorplanet USA's board of directors, qualifies as an audit committee financial
expert under the Sarbanes-Oxley Act of 2002 and the rules of the Securities and
Exchange Commission. Mr. Beverley also qualifies as "independent", as required
by Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards.

         Code of Ethics for Chief Executive Officer and Senior Financial
Officers. Minorplanet USA's Board of Directors, on November 7, 2003, adopted a
Code of Ethics that applies to Minorplanet USA's principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. See Exhibit 14.1 filed in connection with
Minorplanet USA's Annual Report on Form 10-K for the fiscal year ended August
31, 2003.

         MINORPLANET USA'S DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

         GERRY C. QUINN - DIRECTOR SINCE JUNE 22, 1995

         Mr. Quinn, age 54, served as President of The Eighteen Wheeler
Corporation and The F.B.R. Eighteen Corporation, both of which were affiliates
of Minorplanet USA, from April 1992 until February 1994. Mr. Quinn has served as
President of The Erin Mills Investment Corporation, since July 1989, a real
estate development company and stockholder of Minorplanet USA since September
1989. Prior to joining Erin Mills, Mr. Quinn served as a senior officer in Magna
International Inc. and Barrincorp, both publicly traded companies, and he served
as a partner in the public accounting firm of Ernst & Young. Currently, Mr.
Quinn is also a director of MotorVac Technologies, Inc.

         JOHN T. STUPKA - DIRECTOR SINCE JUNE 22, 1998

         Mr. Stupka, age 54, is currently self-employed providing consulting
services. From January 15, 2000 until August 2002, he served as President
-Wireless Solutions and President for WorldCom. From August 1996 until October
1999 Mr. Stupka served as President, Chief Executive Officer and as a director
of SkyTel Communications, Inc., formerly known as Mobile Telecommunication
Technologies Corp. Prior to joining SkyTel, Mr. Stupka served as Senior Vice
President - Strategic Planning of SBC Communications, Inc. from August 1995 to
August 1996 and as President and Chief Executive Officer of Southwestern Bell
Mobile Systems, Inc. from November 1985 to August 1995.

                                       1

<PAGE>

         MICHAEL BEVERLEY - DIRECTOR SINCE MARCH 22, 2002

         Mr. Beverley, age 56, retired on August 31, 2001 from Arthur Andersen
LLP. Mr. Beverley had served as a partner with Arthur Andersen since 1985,
finally serving as Managing Partner-UK Regions from 1998 until his retirement.
Mr. Beverley currently serves as a Chairman of Opera North Limited and West
Yorkshire Police Community in the United Kingdom. Mr. Beverley has served on the
Industrial Development Advisory Board of the Department of Trade and Industry in
the United Kingdom since December 2001. Mr. Beverley previously served as a
director of Arthur Andersen & Co. Nominees and Arthur Andersen Investments
Limited.

EXECUTIVE OFFICERS

         Except as disclosed under "Employment Agreements" below, all officers
serve until their successors are duly elected and qualified or their earlier
death, disability or removal from office.

         DAVID H. BAGLEY - VICE PRESIDENT OF NETWORK OPERATIONS OF MINORPLANET
USA

         Mr. Bagley, age 49, joined Minorplanet USA in October 1992 as Director
of Field Services and has since held several senior management positions which
utilized his 27 years of telecommunications experience prior to assuming his
current role of Vice President Network Operations in December of 1999. Before
joining Minorplanet USA, Mr. Bagley served as Vice President, South Central
Division at Comstock Communications from 1987 to 1992. From 1973 to 1987, Mr.
Bagley held various operational and technical management positions at
Southwestern Bell Telecom, United Technologies Communications Company and
General Dynamics Communications Company.

         J. RAYMOND BILBAO - SENIOR VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY OF MINORPLANET USA

         Mr. Bilbao, age 37, was initially employed by Minorplanet USA in June
1997 as Associate General Counsel. He served in that position until February
1999, when he was promoted to General Counsel and Secretary. Mr. Bilbao assumed
his current role of Senior Vice President, General Counsel and Secretary in June
of 2001 being primarily responsible for all legal and human resources matters.
From September 1996 to June 1997, Mr. Bilbao was a Senior Associate Attorney at
Neligan & Averch, LLP, a Dallas-based law firm, where he represented technology
clients in corporate and litigation matters. From September 1995 to September
1996, Mr. Bilbao was employed by Value-Added Communications, Inc., a
Dallas-based telecommunications company, last serving as its Vice President and
General Counsel. Mr. Bilbao also previously served as an associate attorney at
the law firms of Haney & Tickner, P.C. and Renfro, Mack & Hudman, P.C. In 1992,
Mr. Bilbao earned his Juris Doctor degree from St. Mary's University in San
Antonio, Texas, where he served as a writer for the St. Mary's Law Journal. Mr.
Bilbao is licensed to practice law in Texas and is admitted to practice before
the United States District Court for the Northern District of Texas.

         ROBERT GRAY - CHIEF ACCOUNTING OFFICER OF MINORPLANET USA (PRINCIPAL
ACCOUNTING AND FINANCIAL OFFICER)

         Mr. Gray, age 38, joined Minorplanet USA in November 2001 as Director
of Accounting and Controller, where he managed all accounting and related
financial operations, and served in that position until June 2003 when he was
promoted to Chief Accounting Officer. Previously, Mr. Gray served as Director of
Finance for Winfirst, a broadband telecommunications company, from June through
October 2001. Mr. Gray was employed by Akili Systems Group, a Dallas-based
systems integration company, where he served as Controller from 1998 to 2001. He
also served in several accounting positions with AT&T Wireless Services
including Assistant Controller for the southwest region from 1996 to 1998. Prior
to his employment at AT&T Wireless Services, Mr. Gray practiced public
accounting for KPMG Peat Marwick serving as a staff auditor. Mr. Gray earned a
Bachelor of Business Administration in Accounting at Southern Methodist
University and is a Certified Public Accountant.

                                       2

<PAGE>

         ROBERT J. LAMBERT, JR. - VICE PRESIDENT OF INFORMATION TECHNOLOGY OF
MINORPLANET USA

         Mr. Lambert, age 44, was originally employed by Minorplanet USA as
Director of Information Systems in September 1997. Mr. Lambert transitioned into
the role of director of Revenue Assurance and Billing, using his 20 years of
information systems and operations experience to successfully manage the billing
and collection operations for Minorplanet USA's entire customer base prior to
assuming his current role as Vice President of Information Technology. From 1995
to 1997, Mr. Lambert served as director of Retail Operations for CellStar, where
he was responsible for the financial and operational focus of the $100+ million
organization. From 1986 to 1995, he was employed at KPMG Peat Marwick as a
Senior Consulting Manager.

         W. MICHAEL SMITH - CHIEF OPERATING OFFICER OF MINORPLANET USA
(PRINCIPAL EXECUTIVE OFFICER)

         Mr. Smith, age 38, originally joined Minorplanet USA in November 1998
as Executive Vice President, Chief Financial Officer and Treasurer serving in
such position until June 2003 when he was promoted to Chief Operations Officer.
Previously, Mr. Smith served as Vice President of Finance and Chief Financial
Officer for TPN, Inc., a provider of digital satellite programming from 1997 to
1998. Mr. Smith was employed by AT&T Wireless Services from 1994 to 1997, where
he served as Director of Financial Planning and Control from 1994 to 1996 and as
Director of Finance and Controller from 1996 to 1997. Prior to his employment at
AT&T Wireless, Mr. Smith practiced public accounting for Arthur Anderson & Co.,
last serving as a financial consultant and audit manager primarily representing
high technology clients. Mr. Smith earned a Masters in Accounting at the
University of North Texas and is a Certified Public Accountant.

         There are no family relationships among the directors and executive
officers of Minorplanet USA.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Minorplanet USA indemnifies each person who is or was a director,
officer, employee or agent of Minorplanet USA, or serves at Minorplanet USA's
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
judgments, fines and amounts incurred in that capacity.

         Minorplanet USA will indemnify only for actions taken:

         -        in good faith in a manner the indemnified person reasonably
                  believed to be in or not opposed to the best interests of
                  Minorplanet USA; or

         -        with respect to criminal proceedings, not unlawful.

         Minorplanet USA will also advance to the indemnified person payments
incurred in defending a proceeding to which indemnification might apply provided
the recipient agrees to repay all such advanced amounts if it is ultimately
determined that such person is not entitled to be indemnified. Minorplanet USA's
bylaws specifically provide that the indemnification rights granted thereunder
are nonexclusive. In accordance with Minorplanet USA's bylaws, Minorplanet USA
has purchased insurance on behalf of its directors and officers in amounts it
believes to be reasonable.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act of 1934 requires Minorplanet USA's
directors and executive officers, and persons who own more than ten percent of a
registered class of Minorplanet USA's equity securities to file with the SEC
initial statements of beneficial ownership of securities and subsequent changes
in beneficial ownership. Minorplanet USA's officers, directors and
greater-than-ten-percent stockholders are required by the SEC's regulations to
furnish Minorplanet USA with copies of all Section 16(a) forms they file.

         To Minorplanet USA's knowledge, based solely on a review of the copies
of such reports furnished to Minorplanet USA and written representations that no
other reports were required, during the fiscal year ended August 31, 2003, its
officers, directors and greater-than-ten-percent beneficial owners timely
complied with all Section 16(a) filing requirements applicable to them.

                                       3

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

         Standard Arrangements. The board of directors has the authority to fix
the compensation of directors. Minorplanet USA's bylaws provide that directors
may be reimbursed for reasonable expenses for their services to Minorplanet USA,
and may be paid either a fixed sum for attendance at each board of directors
meeting or a stated annual director fee. Minorplanet USA also reimburses its
directors for travel expenses. In addition, Minorplanet USA provides its
non-employee directors with an annual director's fee ranging from $25,000 to
$60,000 annually as follows:

<TABLE>
<CAPTION>
    DIRECTOR                       ANNUAL DIRECTOR'S FEE
    --------                       ---------------------
<S>                                <C>
Michael Beverley                          $60,000
Michael Abrahams                          $     0(1)
Robert Kelly (2)                          $25,000
Sir Martin Jacomb (3)                     $     0(3)
Gerry Quinn                               $30,000
John Stupka                               $30,000
</TABLE>

         (1)      Michael Abrahams has irrevocably waived his right to receive
                  any director's fees, and resigned from the board of directors
                  effective June 24, 2003.

         (2)      Robert Kelly resigned from the board of directors effective
                  June 24, 2003.

         (3)      Sir Martin Jacomb has irrevocably waived his right to receive
                  any director's fees, and resigned from the board of directors
                  effective May 5, 2003.

         On June 22, 1998, Minorplanet USA granted John Stupka non-qualified
options to purchase 760 shares of common stock at an exercise price of $2.50 per
share. These options were not granted under Minorplanet USA's 1994 stock option
plan, and therefore, unlike options granted under the 1994 stock option plan,
such options have not been registered under the Securities Act of 1933, as
amended.

         On January 31, 2003, Minorplanet granted John Stupka nonqualified
options to purchase 100,000 shares of common stock at an exercise price of $0.80
per share. These options vest and become exercisable on January 31, 2006. On
January 31, 2003, Minorplanet granted Gerry Quinn nonqualified options to
purchase 100,000 shares of common stock at an exercise price of $0.80 per share.
These options vest and become exercisable on January 31, 2006. On January 31,
2003, Minorplanet granted Michael Beverley nonqualified options to purchase
200,000 shares of common stock at an exercise price of $0.80 per share. These
options vest and become exercisable on January 31, 2006.

         During the fiscal year ended August 31, 2003, Mr. Beverley received
$56,000 in fees for consulting services provided to Minorplanet USA unrelated to
his services as a director of Minorplanet USA. Under this arrangement, Mr.
Beverley was compensated at a rate of $2,000 per day of service for providing
advisory services related to capital restructuring of the Company.

                                       4

<PAGE>

COMPENSATION OF CERTAIN EXECUTIVE OFFICERS

         Summary Compensation Table

         The following is a table describing compensation awarded, paid to or
earned, for the last full fiscal year, the eight month transition period
beginning January 1, 2002 and ended August 31, 2002, and the previous two full
fiscal years, by Minorplanet USA's: (a) Principal Executive Officer; (b) former
Chief Executive Officer; (c) other four most highly compensated executive
officers during fiscal year ended August 31, 2003; and (d) former executive
officers employed for only a portion of the fiscal year ended August 31, 2003,
who would have been included as one of the other four most highly compensated
executive officers had they been still serving as executive officers at the end
of the fiscal year ended August 31, 2003. Some of the persons named below are
employed by Minorplanet USA under an employment agreement. Those agreements are
described on pages 7, 8 and 9. Some of the persons named below are no longer
employed by Minorplanet USA as noted below.

<TABLE>
<CAPTION>
                                                                                     Long Term
                                                                    Annual         Compensation
                                                                 Compensation         Awards
----------------------------------------------------------------------------------------------------------------
                                                                                    Securities
                                                                                    Underlying       All Other
Name and                                        Year        Salary       Bonus       Options/       Compensation
Principal Position                                         (Dollars)   (Dollars)   SARs (shares)     (Dollars)
----------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>         <C>         <C>              <C>
Andrew Tillman (1)                              2003               -          -             -               -
Former Chief Executive Officer                  2002*              -          -             -               -
for Minorplanet USA                             2001               -          -             -               -
                                                2000               -          -             -               -
----------------------------------------------------------------------------------------------------------------
W. Michael Smith (2)                            2003         178,600          -             -               -
Executive Vice President, Chief Operating       2002*        119,066          -             -               -
Officer and Treasurer for Minorplanet USA       2001         170,100     39,800       485,120               -
(Principal Executive Officer)                   2000         162,961     43,011        20,000               -
----------------------------------------------------------------------------------------------------------------
J. Raymond Bilbao (3)                           2003         178,500          -            -                -
Senior Vice President, General Counsel          2002*        119,000          -            -                -
and Secretary for Minorplanet USA               2001         163,377     40,200       495,840               -
                                                2000         130,000     35,490        20,000          42,324
----------------------------------------------------------------------------------------------------------------
Robert Lambert (4)                              2003         134,334          -             -               -
Vice President Information Technology for       2002*         87,800     10,865             -               -
Minorplanet USA                                 2001         127,000     16,519        21,000               -
                                                2000         120,000     14,349         5,000               -
----------------------------------------------------------------------------------------------------------------
David Bagley (5)                                2003         128,800          -             -               -
Vice President, Network Operations              2002*         85,066     20,000             -               -
for Minorplanet USA                             2001         115,000     15,077        21,000               -
                                                2000         100,000     13,163         5,000          55,031
----------------------------------------------------------------------------------------------------------------
Ronald L. Thompson (6)                          2003         128,400          -             -               -
Vice President, Operations                      2002*         83,694          -             -               -
for Minorplanet USA                             2001         119,167     16,488        10,200               -
                                                2000         105,833     15,575         4,000               -
----------------------------------------------------------------------------------------------------------------
</TABLE>

         * For the Transition Period beginning January 1, 2002 and ended August
31, 2002.

                                       5

<PAGE>

         (1)      Mr. Tillman resigned his employment as Chief Executive Officer
                  to pursue other business interests effective June 19, 2003.

         (2)      Effective June 19, 2003, Mr. Smith was promoted to Chief
                  Operating Officer (the Principal Executive Officer) and
                  relinquished his duties as principal financial officer and
                  principal accounting officer.

         (3)      Mr. Bilbao received compensation as a result of his exercise
                  of stock options and sale of shares of common stock of
                  Minorplanet USA acquired through his stock option exercises in
                  2000.

         (4)      Mr. Bagley received compensation as a result of his exercise
                  of stock options and sale of shares of common stock of
                  Minorplanet USA acquired through his stock option exercises in
                  2000.

         (5)      Effective November 21, 2003, Mr. Thompson resigned from his
                  position as Vice President-Operations to pursue other
                  opportunities.

         Stock Options. Minorplanet USA grants stock options to certain of its
executive officers and employees under the 1994 stock option plan. As of August
31, 2003, options representing 1,628,904 shares remained outstanding under the
1994 stock option plan, and options to purchase 4,646,642 shares remained
available for grant thereunder. During the fiscal year ended August 31, 2003,
Minorplanet granted stock options to the following directors on the board of
directors of Minorplanet USA:

         -        On January 31, 2003, John Stupka was granted nonqualified
                  options to purchase 100,000 shares of common stock at an
                  exercise price of $0.80 per share. These options vest and
                  become exercisable on January 31, 2006.

         -        On January 31, 2003, Gerry Quinn was granted nonqualified
                  options to purchase 100,000 shares of common stock at an
                  exercise price of $0.80 per share. These options vest and
                  become exercisable on January 31, 2006.

         -        On January 31, 2003, Michael Beverley was granted nonqualified
                  options to purchase 200,000 shares of common stock at an
                  exercise price of $0.80 per share. These options vest and
                  become exercisable on January 31, 2006.

         Also, stock options representing 760 shares granted to John Stupka, a
director on Minorplanet USA's board of directors, on June 22, 1998 and not
governed by the 1994 stock option plan, remained outstanding and fully vested.

         Option Grants in Last Fiscal Year. During the fiscal year ended August
31, 2003, no stock options were granted to Minorplanet USA's: (a) Chief
Executive Officer; (b) former Chief Executive Officer; (c) other four most
highly compensated executive officers during the fiscal year ended August 31,
2003; and (d) former executive officers employed for only a portion of the
fiscal year ended August 31, 2003, who would have been included as one of the
other four most highly compensated executive officers had they been still
serving as executive officers at the end of such eight month transition period.

AGGREGATED OPTION EXERCISES AND YEAR END OPTION VALUES

The following table sets forth:

         -        the number of options exercised during the fiscal year ended
                  August 31, 2003 by the: (a) Chief Executive Officer; (b)
                  former Chief Executive Officer; (c) other four most highly
                  compensated executive officers during the fiscal year ended
                  August 31, 2003; and (d) former executive officers employed
                  for only a portion of the fiscal year ended August 31, 2003,
                  who would have been included as one of the other four most
                  highly compensated executive officers had they been still
                  serving as executive officers at the end of the eight month
                  transition period;

         -        the number of options held by them as of August 31, 2003; and

         -        the value of unexercised and exercised options held by them as
                  of August 31, 2003, calculated as the closing price per share
                  of the common stock on the last trading day of the fiscal year
                  ended August 31, 2003, which was $0.62, less the option
                  exercise price, multiplied by the number of shares.

                                       6

<PAGE>

<TABLE>
<CAPTION>
                            Option Exercises               Number of
                                 During              Securities Underlying          Value of Unexercised
                              Fiscal Year             Unexercised Options           In-the-Money Options
       Name              Ended August 31, 2003         at August 31, 2003            at August 31, 2003
------------------------------------------------------------------------------------------------------------
                         Number of
                           Shares
                        Acquired on     Value                      Unexer-                        Unexer-
                          Exercise     Realized     Exercisable    cisable      Exercisable       cisable
------------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>          <C>            <C>          <C>               <C>
  Andrew Tillman             -             -               -             -           -                -
------------------------------------------------------------------------------------------------------------
 W. Michael Smith            -             -          16,480        484,720          0                0
------------------------------------------------------------------------------------------------------------
J. Raymond Bilbao            -             -           5,760        495,440          0                0
------------------------------------------------------------------------------------------------------------
  Robert Lambert             -             -          16,660          9,340          0                0
------------------------------------------------------------------------------------------------------------
   David Bagley              -             -          15,201          9,300          0                0
------------------------------------------------------------------------------------------------------------
Ronald L. Thompson           -             -           7,800          4,700          0                0
------------------------------------------------------------------------------------------------------------
</TABLE>

         Minorplanet USA's board of directors and its compensation committee
intend to further the interests of Minorplanet USA's stockholders by tying a
substantial portion of executive compensation to the market value of its common
stock. Toward this end, Minorplanet USA has designed its 1994 stock option plan
to support its ability to attract and retain qualified management and other
personnel necessary for its success and progress.

         Savings Plan. Minorplanet USA has a 401(k) Retirement Investment
Profit-Sharing Plan that covers all of its employees once they become eligible
to participate. As permitted under the 401(k) Plan, employees may contribute up
to 20% of their pre-tax earnings. The maximum amount of contributions by any
employee each year is $12,000, the maximum amount permitted under the Internal
Revenue Code. Minorplanet USA matches 50% of an employee's contribution to the
401(k) Plan up to 6% of pre-tax earnings for a total potential matching
contribution of 3% of the employee's pre-tax earnings.

EMPLOYMENT AGREEMENTS

         Minorplanet USA has current employment agreements with:

         W. Michael Smith; and

         J. Raymond Bilbao.

         The terms of these employment agreements generally provide that such
officers are eligible to receive stock options in Minorplanet USA and to
participate in the incentive bonus plan for executive officers. In addition, the
agreements prohibit the officers from competing with Minorplanet USA during the
term of their employment and for eighteen months after their employment is
terminated.

         In the event of a termination without cause, the employment agreement
provides for payments equal to:

         -        the balance of the compensation due under the agreement for
                  the remainder of the initial term or any renewal term, with a
                  minimum payment of six month's salary; and

         -        continued medical insurance benefits at Minorplanet USA's
                  expense for a period of twelve months.

         If the employee is terminated within the six months prior to or within
two years following a change in control, other than for cause or death, the
employment agreements provide for payment of severance payments equal to the sum
of:

         -        200% of the highest annual salary paid to the employee during
                  the prior two years; and

         -        the greater of the average of the annual discretionary bonuses
                  paid to the executive during the prior two years or $35,000.

                                       7

<PAGE>

         The employment agreements also provide for a gross-up payment equal to
the amount of excise tax assessed on the lump severance payments. The employment
agreements further provide the same severance benefits which would be received
upon a change in control if a change in control occurs and the employee
terminates the employment agreement because of:

         -        the reduction of the employee's job title, position or
                  responsibilities without the employee's prior written consent;

         -        the change of the location where the employee is based to a
                  location which is more than fifty (50) miles from his present
                  location without the employee's prior written consent; or

         -        the reduction of the employee's annual salary and bonus by
                  more than 10% from the sum of the higher rate of the
                  employee's actual annual salary and bonus in effect within two
                  years immediately preceding the change of control.

         Additionally upon a change in control or the termination of the
employment agreement by Minorplanet USA for a reason other than cause, all stock
options granted to the employee immediately vest. For purposes of the employment
agreements, a change in control is defined as:

         -        the subsequent acquisition by any person or group of 35% or
                  more of Minorplanet USA's securities;

         -        during any two year period, the members of the board of
                  directors at the beginning of the period cease to constitute a
                  majority of the board of directors unless the election or
                  nomination of new directors by the stockholders was approved
                  by 2/3 of directors still in office who were either directors
                  at the beginning of the period or whose election or nomination
                  for election was previously so approved;

         -        a merger of Minorplanet USA; other than a merger in which the
                  stockholders of Minorplanet USA maintain more than 80% of the
                  voting control in the surviving entity or a merger effected as
                  part of a recapitalization of Minorplanet USA in which no
                  person acquires more than 35% of the voting securities then
                  outstanding; and/or

         -        the approval by the stockholders of the complete liquidation
                  of Minorplanet USA or the sale of substantially all of the
                  assets of Minorplanet USA.

         The initial terms of these employment agreements expired on June 21,
2002, and continue on a month-to-month basis until terminated by either party on
thirty (30) days advance written notice.

         The following paragraphs present additional details of the above
employment agreements.

         W. Michael Smith. The agreement with Mr. Smith provides for Mr. Smith's
employment as Executive Vice President, Chief Financial Officer and Treasurer of
Minorplanet USA for an initial one year term which ended on June 21, 2002. The
agreement continues on a month-to-month basis until terminated by either party
on written notice. The agreement granted Mr. Smith 484,120 stock options with a
3-year vesting period at an exercise price of $1.60. Under the terms of the
agreement, Mr. Smith was initially paid an annual salary of $170,100 and is
eligible for an annual discretionary bonus of 30% of his base salary pursuant to
the incentive bonus plan of executive officers. Effective January 1, 2002, Mr.
Smith's base salary was increased to $178,600 pursuant to a meeting of the
compensation committee on March 22, 2002. Effective June 23, 2003, Mr. Smith was
promoted to Chief Operating Officer (Principal Executive Officer) with no change
in compensation. Effective June 23, 2003, Robert Gray was promoted to Chief
Accounting Officer (Principal Accounting and Financial Officer).

         J. Raymond Bilbao. The agreement with Mr. Bilbao provides for Mr.
Bilbao's employment as Senior Vice President, General Counsel and Secretary of
Minorplanet USA for an initial term which ended on June 21, 2002. The agreement
continues on a month to month basis until terminated by either party on written
notice. The agreement grants Mr. Bilbao 494,840 stock options with a 3-year
vesting period at an exercise price of $1.60. Under the terms of the agreement,
Mr. Bilbao was initially paid an annual salary of $170,000 and is eligible for
an annual discretionary bonus of 30% of his base salary pursuant to the
incentive bonus plan of executive officers. Effective

                                       8

<PAGE>

January 1, 2002, Mr. Bilbao's base salary was increased to $178,500 pursuant to
a meeting of the compensation committee on March 22, 2002.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During the fiscal year ended August 31, 2003, Minorplanet USA's board
of directors, annually reviewed and adjusted the salary structures of executive
officers subject to employment agreements and executive officers who were not
subject to employment agreements. During the fiscal year ended August 31, 2003,
Minorplanet USA's board of directors reviewed its Chief Executive Officer's
compensation package.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN AND OTHER

The following table summarizes information about Minorplanet USA's equity
compensation plans at August 31, 2003:

<TABLE>
<CAPTION>
                                                (a)                            (b)                          (c)
                                                                                                   Number of securities
                                                                                                  remaining available for
                                     Number of securities to be         Weighted average       future issuance under equity
                                      issued upon exercise of           exercise price of            compensation plans
                                       outstanding options,            outstanding options,        (excluding securities
     Plan Category                      warrants and rights            warrants, and rights       reflected in column (a))
     -------------                   ---------------------------       --------------------    ----------------------------
<S>                                  <C>                               <C>                     <C>
Equity compensation plans
approved by security holders                 1,628,904                 $               1.41               4,646,642
Equity compensation plans not
approved by security holders                   302,360                                 1.71                       -
                                             ---------                 --------------------               ---------
                                             1,931,264                 $               1.45               4,646,642
                                             =========                 ====================               =========
</TABLE>

                                       9

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information, as of December 18,
2003, regarding beneficial ownership of our common stock and the percentage of
total voting power held by:

         -        each stockholder who is known by us to own more than five
                  percent (5%) of our outstanding common stock;

         -        each director;

         -        each executive officer; and

         -        all directors and executive officers as a group.

Unless otherwise noted, the persons named below have sole voting and investment
power with respect to such shares. The beneficial ownership information, where
applicable, is based on the most recent Schedule 13D or 13G filed with the SEC
by the named stockholders.

<TABLE>
<CAPTION>
                                                    NUMBER OF SHARES OF
                                                       COMMON STOCK        PERCENT OF CLASS
                                                       BENEFICIALLY          BENEFICIALLY
          NAME OF HOLDER                                    OWNED                 OWNED
-------------------------------------------------------------------------------------------
<S>                                                 <C>                    <C>
Erin Mills Investment Corporation                        4,439,236               46.0%
  7501 Keele Street, Suite 500
  Concord, Ontario L4K 1Y2
-------------------------------------------------------------------------------------------
Minorplanet Systems PLC                                  1,924,296               19.9%
  Greenwich House
  Sheepscar, Leeds LS4 2LE
  United Kingdom
-------------------------------------------------------------------------------------------
Mackay Shields LLC                                       2,139,958               22.1%
  9 West 57th Street
  New York, NY 10019
-------------------------------------------------------------------------------------------
Gerry C. Quinn (1)                                          10,906                  *
-------------------------------------------------------------------------------------------
John T. Stupka (1)                                             760                  *
-------------------------------------------------------------------------------------------
Michael D. Beverley                                              -                  -
-------------------------------------------------------------------------------------------
David H. Bagley (1)                                          3,180                  *
-------------------------------------------------------------------------------------------
J. Raymond Bilbao (1)                                        1,096                  *
-------------------------------------------------------------------------------------------
Robert Gray                                                     80
-------------------------------------------------------------------------------------------
Robert J. Lambert, Jr. (1)                                   3,480                  *
-------------------------------------------------------------------------------------------
W. Michael Smith (1)                                         3,296                  *
-------------------------------------------------------------------------------------------
All directors and executive officers as a                   22,798                  *
group  (8 persons) (2)
-------------------------------------------------------------------------------------------
</TABLE>

-----------------
*        Less than 1%

(1)      This individual does not actually own any shares of common stock. This
         number represents the number of shares that this individual may acquire
         upon the exercise of stock options that are exercisable within 60 days
         of December 18, 2003.

(2)      All directors and executive officers (8 persons) collectively own 80
         shares of common stock and beneficially own 22,718 shares of common
         stock issuable upon the exercise of stock options that are exercisable
         within 60 days of December 18, 2003.

                                       10

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On June 21, 2001, Minorplanet USA completed the stock issuance
transactions approved by its stockholders at the 2001 annual meeting on June 4,
2001. As part of these transactions, Minorplanet USA effected the 1-for-5
reverse stock split on June 5, 2001 that was approved by its stockholders. As a
result of the closing of transactions contemplated by that certain Stock
Purchase and Exchange Agreement by and among Minorplanet USA, Minorplanet
Systems PLC ("Minorplanet UK") and Mackay Shields LLC, dated February 14, 2001,
Minorplanet USA issued 30,000,000 shares of our common stock (post reverse stock
split) in a change of control transaction to Minorplanet Systems PLC, which was
the majority stockholder of the Company prior to the October 6, 2003 stock
transfer to Erin Mills Investment Corporation ("Erin Mills") discussed below. In
exchange for this stock issuance, Minorplanet UK paid the Company $10,000,000 in
cash and transferred to the Company all of the shares of its wholly-owned
subsidiary, Minorplanet Limited and its wholly-owned subsidiary, Mislex (302)
Limited, now known as, Minorplanet Systems USA Limited, which holds an
exclusive, royalty-free, 99-year license to market, sell and operate Minorplanet
UK's vehicle management information technology in the United States, Canada and
Mexico. Upon completion of the stock issuance transactions, and prior to the
October 6, 2003 transfer to Erin Mills, Minorplanet UK beneficially owned
approximately 62% of the outstanding shares of the Company's common stock, which
is the sole voting security of the Company.

         Minorplanet USA also issued 12,670,497 shares of its common stock
(valued at $1.60 per share) to holders of its Senior Notes due 2005 ("Senior
Notes"), in exchange for the cancellation of Senior Notes with an aggregate
principal amount of $80,022,000 (the "Exchange Offer"). On August 31, 2003, the
total principal amount of Senior Notes that remains outstanding is $14,333,000.
The foregoing stock issuance transactions are hereinafter collectively referred
to as the "Recapitalization." As a result of the Recapitalization, Minorplanet
USA significantly reduced its indebtedness and related interest expense. In
addition, Minorplanet USA acquired the VMI technology and commenced distribution
of Minorplanet UK's VMI product in the United States.

         Pursuant to the Purchase Agreement, Minorplanet USA appointed two
additional directors to Minorplanet USA's board of directors that were
designated by Minorplanet UK: Messrs. Robert Kelly and Andrew Tillman. Mr.
Tillman was subsequently replaced with Michael Abrahams as one of the two
Minorplanet UK Designees. The Purchase Agreement provided that Minorplanet UK
had the right to designate two of the seven directors in the future (the
"Investor Directors"), and to maintain proportionate representation on the board
of directors and its committees. Given Minorplanet UK's then current ownership,
however, it had the right to elect all director nominees if it decided to do so.
In addition, the Purchase Agreement also provided that so long as Minorplanet UK
had the right to designate Minorplanet UK Directors (i.e., it owns at least 5%
of the outstanding common stock of Minorplanet USA), none of the following
actions could be taken unless approved by all of the Minorplanet UK Directors:

     -    any capital expenditure by Minorplanet USA that is not contemplated in
          any current annual budget which exceeds $200,000;

     -    the hiring and firing of any Company 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;

     -    the sale, lease or transfer of any assets of Minorplanet USA
          representing 5% or more of Minorplanet USA's consolidated assets, or
          the merger, consolidation, recapitalization, reclassification or other
          changes to the capital stock of Minorplanet USA; 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 which commits Minorplanet
          USA to pay more than $1,000,000 or with a term in excess of 12 months
          and requiring payments in the aggregate which exceed $200,000;

                                       11

<PAGE>

     -    the amendment of Minorplanet USA's Certificate of Incorporation or
          Bylaws that would adversely affect holders of Minorplanet USA's common
          stock or Minorplanet UK's rights under the Purchase 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 Minorplanet USA's assets or properties; or

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

         On October 6, 2003, Minorplanet UK transferred 42.1 percent
(approximately 20.4 million shares) of Minorplanet USA's outstanding common
shares beneficially owned by Minorplanet UK to Erin Mills, ending Minorplanet
UK's majority ownership of Minorplanet USA. Following the share transfer, Erin
Mills beneficially owned 46 percent (approximately 22.2 million shares) of
Minorplanet USA's outstanding common stock, while Minorplanet UK retains 19.9
percent (approximately 9.6 million shares) of Minorplanet USA's outstanding
common stock.

         In connection with the Minorplanet UK share transfer to Erin Mills,
Minorplanet USA also obtained an option to repurchase from Erin Mills up to 19.4
million shares of Minorplanet USA's common stock at a price of $0.01 for every
1,000 shares, pursuant to that certain Stock Repurchase Option Agreement between
Minorplanet USA and Erin Mills dated August 15, 2003. Gerry Quinn, the president
of Erin Mills, currently serves on Minorplanet USA's board of directors.

In addition, concurrently with these transactions, Minorplanet USA also reached
the following agreements with Minorplanet UK:

     -    Minorplanet UK irrevocably waived the approval rights granted to the
          Minorplanet UK Directors set forth above, including the right to
          appoint members to Minorplanet USA's board of directors, as are
          currently provided for in that certain Stock Purchase and Exchange
          Agreement dated February 14, 2001 and Minorplanet USA's bylaws;

     -    Minorplanet UK waived $1.8 million of accrued executive consulting
          fees that it had previously billed to Minorplanet USA.

     -    The exclusive License and Distribution Agreement, which grants to
          Minorplanet USA's United Kingdom-based subsidiary a 99-year,
          royalty-free, exclusive right and license to market, sell and
          commercially exploit the VMI technology in the United States, Canada
          and Mexico, was amended to grant Minorplanet UK, or its designee, the
          right to market and sell the VMI technology, on a non-exclusive basis,
          in the Northeast region of the United States. Minorplanet USA retained
          the right to market and sell the VMI technology under the Minorplanet
          name and logo in this Northeast region.

     -    Minorplanet UK obtained anti-dilution rights from Minorplanet USA,
          under which it has the right to subscribe for and to purchase at the
          same price per share as the offering or private sale, that number of
          shares necessary to maintain the lesser of (i) the percentage holdings
          of Minorplanet USA's stock on the date of subscription or (ii) 19.9
          percent of Minorplanet USA's issued and outstanding common stock.

     See the Form 8-K's filed by Minorplanet USA on August 27, 2003 and October
     14, 2003 respectively, which contain additional information.

                                       12

<PAGE>

REGISTRATION RIGHTS IN CONNECTION WITH THE JUNE 21, 2001 RECAPITALIZATION
TRANSACTIONS

         The holders of Minorplanet USA's common stock that acquired their
shares pursuant to the June 21, 2001 purchase agreement or the exchange offer
transactions Minorplanet USA completed on June 21, 2001 are entitled to certain
registration rights pursuant to a registration rights agreement Minorplanet USA
also entered into with these stockholders. Pursuant to this registration rights
agreement, 15,293,745 shares of Minorplanet USA's common stock (2,700,000 shares
of which were owned by Minorplanet Systems PLC) were registered for resale under
a Form S-3 registration statement that was declared effective with the SEC on
October 23, 2001. 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
Minorplanet USA shares that were registered are entitled to request that it
undertake an underwritten offering of such shares if the proposed offering has
anticipated aggregate proceeds in excess of $10,000,000 at the time of the
request. Minorplanet USA is required to keep this Form S-3 registration
statement effective until any holders entitled to sell shares of Minorplanet
USA's common stock under it are otherwise entitled to sell such shares without
restriction pursuant to Rule 144 under the Securities Act of 1933.

         In addition to the registration rights described above, pursuant to
this registration rights agreement the holders of at least fifteen percent (15%)
of the then outstanding common stock issued pursuant to the June 21, 2001
purchase agreement and exchange offer transactions are entitled to require
Minorplanet USA, on up to five separate occasions, but no more than twice in any
twelve-month period, to register shares of its 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 this registration
rights agreement are generally entitled to include such shares (a piggyback
right) in any transaction in which Minorplanet USA sells its 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
Minorplanet USA's management may delay an offering for a limited period of time.

         As of June 16, 2002, such stockholders were free to resell all of their
shares subject to compliance with applicable securities laws.

REGISTRATION STATEMENT ON FORM S-3

         On September 18, 1998, Minorplanet USA completed a registration of
certain warrants and warrant shares under the Securities Act of 1933, when the
SEC declared its registration statement on Form S-3 to be effective. Minorplanet
USA was required to register these warrants and warrant shares under a warrant
registration rights agreement it entered into as part of a debt offering
completed in 1997. Under the terms of the warrant registration rights agreement,
Minorplanet USA is required to use its best efforts to keep the registration
statement continuously effective until either the warrants expire or they all
have been exercised, whichever occurs first. However, during any consecutive
365-day period, Minorplanet USA may temporarily halt the effectiveness of the
registration statement on up to two occasions for no more than 45 consecutive
days if certain conditions are met. The temporary halt must be in connection
with a proposed acquisition, business combination or other development affecting
Minorplanet USA, and the board of directors must determine that disclosure of
the proposed development would not be in the best interests of Minorplanet USA.
Minorplanet USA will not receive any income from the sale of the warrants by the
selling warrant holders. However, if or when any warrants are exercised,
Minorplanet USA will receive the exercise price for the warrant shares. During
the fiscal year ended August 31, 2003, no warrant shares were exercised.

REGISTRATION STATEMENT ON FORM S-8

         In connection with the closing of the transactions contemplated by the
Stock Purchase and Exchange Agreement, the stockholders approved Amendment
Number 2 to Minorplanet USA's 1994 Amended and Restated Stock Option Plan (the
"Plan") which increased the number of shares of common stock available for
issuance (on a post reverse stock split basis) to 5,100,000 shares. Accordingly,
on October 10, 2001, Minorplanet USA filed a Form S-8 registration statement
covering an additional 4,729,737 shares that may be issued under the Plan. On
May 21, 2002, the stockholders approved Amendment No. 3 to the Plan which
increased the number of shares of common stock available for issuance to
7,208,000 shares. These additional shares that may be issued under the Plan have
not been registered for public resale at this time.

                                       13

<PAGE>

                                   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.

December 18, 2003

                                  MINORPLANET SYSTEMS USA, INC.

                                  By: /s/ W. Michael Smith
                                      ----------------------------
                                      W. Michael Smith, Chief Operating Officer
                                      (Principal Executive Officer)

                                       14

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment Number 1 to Annual Report on Form 10-K for the fiscal year ended
August 31, 2003, has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
     Signature                                             Title                                Date
<S>                                           <C>                                          <C>
/s/ W. Michael Smith
--------------------------                    Chief Operating Officer
W. Michael Smith                              (Principal Executive Officer)                December 18, 2003

/s/ Robert Gray                               Chief Accounting Officer
-------------------------                     (Principal Financial and Accounting
Robert Gray                                   Officer)                                     December 18, 2003

/s/ Michael Beverley
-------------------------
Michael Beverley                              Director                                     December 18, 2003

/s/ Gerry C. Quinn
-------------------------
Gerry C. Quinn                                Director                                     December 18, 2003

/s/ John T. Stupka
-------------------------
John T. Stupka                                Director                                     December 18, 2003
</TABLE>

                                       15

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                                      TITLE

  2.1     -       Stock Purchase and Exchange Agreement by and between
                  Minorplanet USA, Minorplanet Systems PLC and Mackay Shields
                  LLC, dated February 14, 2001 (21)

  2.2     -       Asset Purchase Agreement by and between Minorplanet USA and
                  Aether Systems, Inc. dated March 15, 2002 (22)

  3.1     -       Restated Certificate of Incorporation of Minorplanet USA, as
                  amended (29)

  3.2     -       Second Amended and Restated By-Laws of Minorplanet USA (20)

  4.1     -       Specimen of certificate representing Common Stock, $.01 par
                  value, of Minorplanet USA (1)

  4.2     -       Indenture dated September 23, 1997 by and among Minorplanet
                  USA, HighwayMaster Corporation and Texas Commerce Bank,
                  National Association (the "Indenture") (8)

  4.3     -       First Supplemental Indenture, dated June 20, 2001, to the
                  Indenture. (28)

  4.4     -       Pledge Agreement dated September 23, 1997, by and among
                  Minorplanet USA, Bear, Stearns & Co. Inc. and Smith Barney
                  Inc. (8)

  4.5     -       Registration Rights Agreement dated September 23, 1997, by and
                  among Minorplanet USA, HighwayMaster Corporation, Bear,
                  Stearns & Co. Inc. and Smith Barney Inc. (8)

  4.9     -       Warrant Registration Rights Agreement dated September 23,
                  1997, by and among Minorplanet USA, Bear, Stearns & Co. Inc.
                  and Smith Barney, Inc. (8)

 10.1     -       Registration Rights Agreement by and between Minorplanet USA,
                  Minorplanet Systems PLC and Mackay Shields LLC, dated as of
                  June 21, 2001 (23)

 10.2     -       Exclusive License and Distribution Agreement by and between
                  Minorplanet Limited, (an @Track subsidiary) and Mislex (302)
                  Limited, dated June 21, 2001 (20)

 10.3     -       Amended and Restated 1994 Stock Option Plan of Minorplanet
                  USA, dated February 4, 1994. (1) (4) (5)

 10.4     -       Amendment No. 1 to the Amended and Restated 1994 Stock Option
                  Plan (24)

 10.5     -       Amendment No. 2 to the Amended and Restated 1994 Stock Option
                  Plan (25)

 10.6     -       Amendment No. 3 to the Amended and Restated 1994 Stock Option
                  Plan (30)

 10.7     -       Stock Option Agreement, dated June 22, 1998, by and between
                  Minorplanet USA and John Stupka (10)

 10.8     -       Product Development Agreement, dated December 21, 1995,
                  between HighwayMaster Corporation and IEX Corporation (2)(3)

 10.9     -       Software Transfer Agreement, dated April 25, 1997, between
                  HighwayMaster Corporation and Burlington Motor Carriers, Inc.
                  (6)(7)

 10.10    -       Lease Agreement, dated March 20, 1998, between HighwayMaster
                  Corporation and Cardinal Collins Tech Center, Inc. (9)

 10.11    -       Stock Option Agreement dated November 24, 1998, by and between
                  Minorplanet USA and Michael Smith. (10)

 10.12    -       Agreement No. 980427 between Southwestern Bell Telephone
                  Company, Pacific Bell, Nevada Bell, Southern New England
                  Telephone and HighwayMaster Corporation executed on January
                  13, 1999 (11)(12)

 10.13    -       Administrative Carrier Agreement entered into between
                  HighwayMaster Corporation and Southwestern Bell Mobile
                  Systems, Inc. on March 30, 1999 (11)(12)

 10.14    -       Addendum to Agreement entered into between HighwayMaster
                  Corporation and International Telecommunications Data Systems,
                  Inc. on February 4, 1999 (11)(12)

                                       16

<PAGE>

 10.15    -       Second Addendum to Agreement entered into between
                  HighwayMaster Corporation and International Telecommunications
                  Data Systems, Inc. on February 4, 1999 (11)(12)

 10.16    -       Stock Option Agreement dated June 24, 1999, by and between
                  Minorplanet USA and J. Raymond Bilbao (13)

 10.17    -       Fleet-on-Track Services Agreement entered into between GTE
                  Telecommunications Services Incorporated and HighwayMaster
                  Corporation on May 3, 1999 (13)(14)

 10.18    -       Stock Option Agreement dated September 3, 1999, by and between
                  Minorplanet USA and J. Raymond Bilbao (15)

 10.19    -       Stock Option Agreement dated September 3, 1999, by and between
                  Minorplanet USA and W. Michael Smith (15)

 10.20    -       Limited Liability Company Agreement of HighwayMaster of
                  Canada, LLC executed March 3, 2000 (16)

 10.21    -       Monitoring Services Agreement dated May 25, 2000, by and
                  between Minorplanet USA and Criticom International Corporation
                  (17)(18)

 10.22    -       Commercial Lease Agreement dated April 26, 2000 by and between
                  Minorplanet USA and 10th Street Business Park, Ltd. (18)

 10.23    -       Stock Option Agreement dated July 18, 2001, by and between
                  Minorplanet USA and J. Raymond Bilbao (19)

 10.24    -       Stock Option Agreement dated June 21, 2001, by and between
                  Minorplanet USA and J. Raymond Bilbao (19)

 10.25    -       Stock Option Agreement dated July 18, 2001, by and between
                  Minorplanet USA and W. Michael Smith (19)

 10.26    -       Stock Option Agreement dated June 21, 2001, by and between
                  Minorplanet USA and W. Michael Smith (19)

 10.27    -       Employment Agreement, dated June 21, 2001, between J. Raymond
                  Bilbao and Minorplanet USA (20)

 10.28    -       Employment Agreement, dated June 21, 2001, between W. Michael
                  Smith and Minorplanet USA (20)

 10.29    -       Agreement No. 980427-03, dated January 31, 2002 between SBC
                  Ameritech, SBC Pacific Bell, SBC Southern New England
                  Telephone, SBC Southwestern Bell Telephone, L.P. and
                  Minorplanet USA (27)(28)

 10.30    -       Agreement and General Release Between Minorplanet USA and Todd
                  A. Felker dated October 8, 2002 (31)


 10.31    -       Agreement and Mutual Release Between Minorplanet USA and Jana
                  A. Bell dated September 24, 2002 (31)

 10.32    -       Addendum dated September 26, 2002 to Exclusive Licence and
                  Distribution Agreement (32)

 10.33    -       Binding Letter Agreement by and among Minorplanet Systems USA,
                  Inc., Minorplanet Systems, PLC and Minorplanet Limited, dated
                  August 15, 2003 (34)

 10.34    -       Stock Repurchase Option Agreement by and between Minorplanet
                  Systems USA, Inc. and The Erin Mills Investment Corporation,
                  dated as of August 15, 2003 (34)

 10.35    -       Irrevocable Waiver and Consent to Amendment to Bylaws of
                  certain rights executed by Minorplanet Systems PLC, dated
                  October 6, 2003 (34)

 10.36    -       Anti-Dilution Agreement by and between Minorplanet Systems
                  USA, Inc. and Minorplanet Systems PLC dated October 6, 2003
                  (34)

 10.37    -       Variation Agreement to Exclusive License and Distribution
                  Agreement by and between Minorplanet Limited, as Licensor, and
                  Minorplanet Systems USA, Limited, as Licensee, dated October
                  6, 2003 (34)

 11.0     -       Statement Regarding Computation of Per Share Earnings (35)

 14.1     -       Code of Ethics for Senior Financial Officers approved by the
                  Board of Directors of Minorplanet USA on November 7, 2003 (35)

 16.1     -       Letter from Arthur Andersen to the SEC (Omitted pursuant to
                  Item 304T of

                                       17

<PAGE>

                  Regulation S-K)

 31.1     -       Certification Pursuant to Section 13a-15(e) and 15d-15(e) of
                  the Securities Exchange Act of 1934, as adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002, by W. Michael
                  Smith, Chief Operating Officer (Principal Executive Officer)
                  (36)

 31.2     -       Certification Pursuant to Section 13a-15(e) and 15d-15(e) of
                  the Securities Exchange Act of 1934, as adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002, by Robert Gray,
                  Chief Accounting Officer (Principal Financial and Accounting
                  Officer) (36)

 32.1     -       Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
                  W. Michael Smith, Chief Operating Officer (Principal Executive
                  Officer) (36)

 32.2     -       Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
                  Robert Gray, Chief Accounting Officer (Principal Financial and
                  Accounting Officer) (36)

 99.1     -       Amended and Restated Audit Committee Charter approved by Audit
                  Committee of the Board of Directors of Minorplanet USA on
                  November 18, 2003 (35)

--------

(1)      Filed in connection with Minorplanet USA's Registration Statement on
         Form S-1, as amended (No. 33-91486), effective June 22, 1995.

(2)      Filed in connection with Minorplanet USA's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1995.

(3)      Certain confidential portions deleted pursuant to Application for
         Confidential Treatment filed in connection with Minorplanet USA's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

(4)      Indicates management or compensatory plan or arrangement required to be
         identified pursuant to Item 14(a)(4).

(5)      Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended June 30, 1996.

(6)      Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended March 31, 1997.

(7)      Certain confidential portions deleted pursuant to Order Granting
         Application for Confidential Treatment issued in connection with
         Minorplanet USA's Form 10-Q Quarterly Report for the quarterly period
         ended March 31, 1997.

(8)      Filed in connection with Minorplanet USA's Registration Statement on
         Form S-4, as amended (No. 333-38361).

(9)      Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended September 30, 1998.

(10)     Filed in connection with Minorplanet USA's Form 10-K fiscal year ended
         December 31, 1998.

(11)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended March 31, 1999.

(12)     Certain confidential portions deleted pursuant to Order Granting
         Application for Confidential Treatment issued June 22, 1999 in
         connection with Minorplanet USA's Form 10 -Q Quarterly Report for the
         quarterly period ended March 31, 1999.

(13)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended June 30, 1999.

(14)     Certain confidential portions deleted pursuant to letter granting
         application for confidential treatment issued October 10, 1999 in
         connection with Minorplanet USA's Form 10-Q Quarterly Report for the
         quarterly period ended June 30, 1999.

(15)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended September 30, 1999.

(16)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended March 31, 2000.

                                       18

<PAGE>

(17)     Certain confidential portions deleted pursuant to Order Granting
         Application for Confidential Treatment issued December 5, 2000 in
         connection with Minorplanet USA's Form 10 -Q Quarterly Report for the
         quarterly period ended June 30, 2000.

(18)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended June 30, 2000.

(19)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended September 30, 2001.

(20)     Filed in connection with Minorplanet USA's Current Report on Form 8-K
         filed with the SEC on June 29, 2001.

(21)     Filed as Appendix A to Minorplanet USA's Definitive Proxy Statement on
         Schedule 14A filed with the SEC on May 11, 2001.

(22)     Filed in connection with Minorplanet USA's Current Report on Form 8-K
         filed with the SEC on March 27, 2002. Certain confidential portions
         deleted pursuant to Order Granting Application for Confidential
         Treatment issued in connection with Minorplanet USA's Current Report on
         Form 8-K filed with the SEC on March 27, 2002.

(23)     Filed in connection with Minorplanet USA's Form S-3 Registration
         Statement filed with the SEC on October 10, 2001 (File No. 333-71340).

(24)     Incorporated by reference to Exhibit A to the proxy statement contained
         in Minorplanet USA's Definitive Schedule 14A with the SEC on April 25,
         2000.

(25)     Incorporated by reference to Exhibit F to the proxy statement contained
         in Minorplanet USA's Definitive Schedule 14A filed with the SEC on May
         11, 2001.

(26)     Filed in connection with Minorplanet USA's Annual Report on Form 10-K
         for the fiscal year ended December 31, 2001.

(27)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended March 31, 2002.

(28)     Certain confidential portions deleted pursuant to Order Granting
         Application for Confidential Treatment issued in connection with
         Minorplanet USA's Quarterly Report on Form 10-Q for the quarterly
         period ended March 31, 2002.

(29)     Incorporated by reference to Exhibit A to the information statement
         contained in Minorplanet USA's Definitive Schedule 14C filed with the
         SEC on June 27, 2002.

(30)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended June 30, 2002.

(31)     Filed in connection with Minorplanet USA's Form 10-K Transition Report
         for the eight-month period ended August 31, 2002.

(32)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended November 30, 2002.

(33)     Filed in connection with Minorplanet USA's Form 10-Q Quarterly Report
         for the quarterly period ended May 31, 2003.

(34)     Filed in connection with Minorplanet USA's Current Report on Form 8-K
         filed with the SEC on August 27, 2003.

(35)     Filed in connection with Minorplanet USA's Annual Report on Form 10-K
         for the fiscal year ended August 31, 2003.

(36)     Filed herewith.

                                       19