VOTING AND EXCHANGE
TRUST AGREEMENT 



      
          MEMORANDUM
OF AGREEMENT made as of the 29th day of October, 2004,  



BETWEEN:  



	  	
LOJACK CORPORATION,

a corporation existing under the laws of The Commonwealth of Massachusetts (hereinafter
referred to as “LoJack”),  






AND: 



	  	
LOJACK EXCHANGECO CANADA INC.,

a company existing under the laws of Canada 
(hereinafter referred to as
“LoJack Exchangeco”),  






AND: 



	  	
COMPUTERSHARE TRUST COMPANY OF CANADA,

a trust company incorporated under the laws of Canada 
(hereinafter referred to as
“Trustee”),  






                WHEREAS
in connection with the Combination Agreement (as herein defined), LoJack Exchangeco is to
issue Exchangeable Shares (as herein defined) to certain holders of securities of
Boomerang (as herein defined) pursuant to the Plan of Arrangement (as herein defined)
contemplated in the Combination Agreement;  



                AND
WHEREAS pursuant to the Combination Agreement, LoJack and LoJack Exchangeco have agreed
to execute a voting and exchange trust agreement substantially in the form of this
Agreement;  



                NOW,
THEREFORE, in consideration of the respective covenants and agreements provided in this
Agreement and for other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties hereto covenant and agree as follows:  



ARTICLE 1

DEFINITIONS AND INTERPRETATION  



	1.1  	   	Definitions  






                In
this Agreement, the following terms shall have the following meanings:  



	  	
“affiliate”
has the meaning ascribed thereto in the Securities Act, unless otherwise expressly stated
herein;  






	  	
“Arrangement”
means the arrangement under section 192 of the CBCA on the terms and subject to the
conditions set out in the Plan of Arrangement, subject to any amendments or variations
thereto made in accordance with section 6.1 of the Combination Agreement, Article 6
of the Plan of Arrangement or made at the direction of the Court;  










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“Automatic
Exchange Rights” means the benefit of the obligation of LoJack to effect the
automatic exchange of Exchangeable Shares for LoJack Common Shares pursuant to
section 5.12;  






	  	
“Beneficiaries”
means the registered holders from time to time of Exchangeable Shares, other than LoJack
and its affiliates;  






	  	
“Beneficiary
Votes” has the meaning ascribed thereto in section 4.2;  






	  	
“Board
of Directors” means the Board of Directors of LoJack Exchangeco;  






	  	
“Boomerang”means
Boomerang Tracking Inc., a corporation existing under the CBCA;  






	  	
“Business
Day” means any day on which commercial banks are generally open for business in
Boston, Massachusetts, and Montreal, Quebec, other than a Saturday, a Sunday or a day
observed as a holiday in Boston, Massachusetts, or in Montreal, Quebec;  






	  	
“Canadian
Dollar Equivalent” means, in respect of an amount expressed in United States dollars
(the “U.S. Currency Amount”) at any date the product obtained by multiplying (a)
the U.S. Currency Amount, by (b) the noon spot exchange rate for United States dollars
expressed in Canadian dollars as reported by the Bank of Canada on that date or, in the
event no rate was reported on that date, the rate on the first prior date for which such
rate was reported;  






	  	
“CBCA”means
the Canada Business Corporations Act as now in effect and as it may be amended;  






	  	
“Combination
Agreement” means the agreement made August 16, 2004 among LoJack, LoJack Exchangeco
and Boomerang, as amended, supplemented and/or restated in accordance therewith prior to
the Effective Date, providing for, among other things, the Arrangement;  






	  	
“Current
Market Price” means, in respect of a LoJack Common Share on any date, the Canadian
Dollar Equivalent of the average of the closing bid and asked prices of LoJack Common
Shares during a period of 20 consecutive trading days ending not more than three trading
days before such date on The NASDAQ National Market, or, if the LoJack Common Shares are
not then listed on The NASDAQ National Market, on such other stock exchange or automated
quotation system on which the LoJack Common Shares are listed or quoted, as the case may
be, as may be selected by the Board of Directors for such purpose; provided however, that
if in the opinion of the Board of Directors the public distribution or trading activity of
LoJack Common Shares during such period does not create a market which reflects the fair
market value of a LoJack Common Share, then the Current Market Price of a LoJack Common
Share shall be determined by the Board of Directors, in good faith and in its sole
discretion, and provided further that any such selection, opinion or determination by the
Board of Directors shall be conclusive and binding;  






	  	
“Director”means
the Director appointed pursuant to section 260 of the CBCA;  










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“Drop
Dead Date” means December 31, 2004, or such later date as may be mutually agreed by
the parties to the Combination Agreement;  






	  	
“Effective
Date” means the date shown on the certificate of arrangement to be issued by the
Director under the CBCA giving effect to the Arrangement provided that such date occurs on
or prior to the Drop Dead Date;  






	  	
“Exchange
Right” has the meaning ascribed thereto in section 5.1;  






	  	
“Exchangeable
Shares” means the non-voting exchangeable shares in the capital of LoJack Exchangeco,
having substantially the rights, privileges, restrictions and conditions set out in
Appendix 1 to the Plan of Arrangement;  






	  	
“Indemnified
Parties” has the meaning ascribed thereto in section 9.1;  






	  	
“Insolvency
Event” means the institution by LoJack Exchangeco of any proceeding to be adjudicated
a bankrupt or insolvent or to be wound up, or the consent of LoJack Exchangeco to the
institution of bankruptcy, insolvency or winding-up proceedings against it, or the filing
of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy,
insolvency or analogous laws, including without limitation the Companies
Creditors’Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada),
and the failure by LoJack Exchangeco to contest in good faith any such proceedings
commenced in respect of LoJack Exchangeco within 30 days of becoming aware thereof, or the
consent by LoJack Exchangeco to the filing of any such petition or to the appointment of a
receiver, or the making by LoJack Exchangeco of a general assignment for the benefit of
creditors, or the admission in writing by LoJack Exchangeco of its inability to pay its
debts generally as they become due, or LoJack Exchangeco not being permitted, pursuant to
solvency requirements of applicable law, to redeem any Retracted Shares pursuant to
section 6.6 of the Share Provisions;  






	  	
“Liquidation
Call Right” has the meaning ascribed thereto in the Plan of Arrangement;  






	  	
“Liquidation
Event”has the meaning ascribed thereto in section 5.12.2;  






	  	
“Liquidation
Event Effective Date” has the meaning ascribed thereto in section 5.12.3;  






	  	
“List” has
the meaning ascribed thereto in section 4.6;  







	  	
“LoJack
Affiliates” means affiliates of LoJack;  






	  	
“LoJack
Callco” means 6292887 Canada Inc., a company existing under the laws of Canada which, at the time
of the consummation of the Arrangement, will be an indirect wholly-owned subsidiary of
LoJack;  






	  	
“LoJack
Common Share” means a share of common stock in the capital of LoJack;  






	  	
“LoJack
Consent”has the meaning ascribed thereto in section 4.2;  









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“LoJack
Meeting” has the meaning ascribed thereto in section 4.2;  






	  	
“LoJack
Special Voting Share” means the one share of Special Voting Preferred Stock of LoJack
issued in its own series which entitles the holder of record to a number of votes at
meetings of holders of LoJack Common Shares equal to the number of Exchangeable Shares
outstanding from time to time (other than Exchangeable Shares held by LoJack and LoJack
Affiliates), which share is to be issued to, deposited with, and voted by, the Trustee as
described herein;  






	  	
“LoJack
Successor” has the meaning ascribed thereto in section 11.1.1;  






	  	
“Officer’s
Certificate” means, with respect to LoJack or LoJack Exchangeco, as the case may be,
a certificate signed by any officer or director of LoJack or LoJack Exchangeco, as the
case may be;  






	  	
“person”
includes any individual, firm, partnership, joint venture, venture capital fund, limited
liability company, unlimited liability company, association, trust, trustee, executor,
administrator, legal personal representative, estate, group, body corporate, corporation,
unincorporated association or organization, government body, syndicate or other entity,
whether or not having legal status;  






	  	
“Plan
of Arrangement” means the plan of arrangement substantially in the form and content
of Schedule C to the Combination Agreement and any amendments or variations thereto made
in accordance with section 6.1 of the Combination Agreement or Article 6 of the
Plan of Arrangement or made at the discretion of the Court;  






	  	
“Redemption
Call Right” has the meaning ascribed thereto in the Plan of Arrangement;  






	  	
“Retracted
Shares” has the meaning ascribed thereto in section 5.7;  






	  	
“Retraction
Call Right” has the meaning ascribed thereto in the Share Provisions;  






	  	
“Securities
Act” means the Securities Act (Ontario) and the rules, regulations and policies made
thereunder, as now in effect and as they may be amended from time to time prior to the
Effective Date;  






	  	
“Share
Provisions” means the rights, privileges, restrictions and conditions attaching to
the Exchangeable Shares;  






	  	
“Support
Agreement” means that certain support agreement made as of even date herewith between
LoJack and LoJack Exchangeco substantially in the form and content of Schedule D to the
Combination Agreement, with such changes thereto as the parties to the Combination
Agreement, acting reasonably, may agree;  






	  	
“Trust”means
the trust created by this Agreement;  










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“Trust
Estate” means the LoJack Special Voting Share, any other securities, the Exchange
Right, the Automatic Exchange Rights and any money or other property which may be held by
the Trustee from time to time pursuant to this Agreement;  






	  	
“Trustee” means
 Computershare Trust Company of Canada and, subject to the provisions of Article 10, includes any successor trustee; and  






	  	
“Voting
Rights” means the voting rights attached to the LoJack Special Voting Share.  






	1.2  	   	Interpretation
Not Affected by Headings, etc.  






                The
division of this Agreement into Articles, sections and other portions and the insertion
of headings are for convenience of reference only and should not affect the construction
or interpretation of this Agreement. Unless otherwise indicated, all references to an
“Article” or “section” followed by a number and/or a letter refer to
the specified Article or section of this Agreement. The terms “this Agreement”,
“hereof”, “herein” and “hereunder” and similar expressions
refer to this Agreement and not to any particular Article, section or other portion
hereof and include any agreement or instrument supplementary or ancillary hereto.  




	1.3  	   	Number,
Gender, etc.  






                Words
importing the singular number only shall include the plural and vice versa. Words
importing any gender shall include all genders.  



	1.4  	   	Date
for any Action  






                If
any date on which any action is required to be taken under this Agreement is not a
Business Day, such action shall be required to be taken on the next succeeding Business
Day.  



ARTICLE 2

PURPOSE OF AGREEMENT  




	2.1  	   	Establishment
of Trust  






                The
purpose of this Agreement is to create the Trust for the benefit of the Beneficiaries, as
herein provided. The Trustee will hold the LoJack Special Voting Share in order to enable
the Trustee to exercise the Voting Rights and will hold the Exchange Right and the
Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each
case as trustee for and on behalf of the Beneficiaries as provided in this Agreement.  




	2.2  	   	Administration
of the Property of Others  






                Title VII
of the Civil Code of Quebec, regarding the administration of the property of others,
shall not apply to the provisions of this trust agreement, the Trustee, the
Beneficiaries, LoJack, LoJack Exchangeco, the administrator of the Trust, the Trust
Estate or any other property held by the Trust; furthermore, the obligations and duties
of the Trustee shall be solely as set forth herein.  








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ARTICLE 3

LOJACK SPECIAL VOTING SHARE  




	3.1  	   	Issue
and Ownership of the LoJack Special Voting Share  






                LoJack
hereby issues to and deposits with the Trustee, the LoJack Special Voting Share to be
hereafter held of record by the Trustee as trustee for and on behalf of, and for the use
and benefit of, the Beneficiaries and in accordance with the provisions of this
Agreement. LoJack hereby acknowledges receipt from the Trustee as trustee for and on
behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof)
for the issuance of the LoJack Special Voting Share by LoJack to the Trustee. During the
term of the Trust and subject to the terms and conditions of this Agreement, the Trustee
shall possess and be vested with full legal ownership of the LoJack Special Voting Share
and shall be entitled to exercise all of the rights and powers of an owner with respect
to the LoJack Special Voting Share provided that the Trustee shall:  



	  	3.1.1 	  	
hold the LoJack Special Voting Share and the legal title thereto as trustee solely for the
use and benefit of the Beneficiaries in accordance with the provisions of this Agreement;
and 






	  	3.1.2 	  	
except as specifically authorized by this Agreement, have no power or authority to sell,
transfer, vote or otherwise deal in or with the LoJack Special Voting Share and the LoJack
Special Voting Share shall not be used or disposed of by the Trustee for any purpose other
than the purposes for which this Trust is created pursuant to this Agreement. 







	3.2  	   	Legended
Share Certificates  






                LoJack
Exchangeco will cause each certificate representing Exchangeable Shares to bear an
appropriate legend notifying the Beneficiaries of their right to instruct the Trustee
with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares
of the Beneficiaries.  




	3.3  	   	Safe
Keeping of Certificate  






                The
certificate representing the LoJack Special Voting Share shall at all times be held in
safe keeping by the Trustee.  



ARTICLE 4

 EXERCISE OF
VOTING RIGHTS  




	4.1  	   	Voting
Rights  






                The
Trustee, as the holder of record of the LoJack Special Voting Share, shall be entitled to
all of the Voting Rights, including the right to vote in person or by proxy the LoJack
Special Voting Share on any matters, questions, proposals or propositions whatsoever that
may properly come before the shareholders of LoJack at a LoJack Meeting or in connection
with a LoJack  






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     Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee.
          Subject to section 7.15: 



	  	4.1.1 	  	
the Trustee shall exercise the Voting Rights only on the basis of instructions received
pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the
voting thereof at the time at which the LoJack Meeting is held or a LoJack Consent is
sought; and 






	  	4.1.2 	  	
to the extent that no instructions are received from a Beneficiary with respect to the
Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or
permit the exercise of such Voting Rights. 







	4.2  	   	Number
of Votes  






                With
respect to all meetings of shareholders of LoJack at which holders of LoJack Common
Shares are entitled to vote (each, a “LoJack Meeting”) and with respect to all
written consents sought by LoJack from its shareholders, including the holders of LoJack
Common Shares (each, a “LoJack Consent”), each Beneficiary shall be entitled to
instruct the Trustee to cast and exercise one of the votes comprised in the Voting Rights
for each Exchangeable Share owned of record by such Beneficiary on the record date
established by LoJack or by applicable law for such LoJack Meeting or LoJack Consent, as
the case may be (the “Beneficiary Votes”), in respect of each matter, question,
proposal or proposition to be voted on at such LoJack Meeting or in connection with such
LoJack Consent.  




	4.3  	   	Mailings
to Shareholders  






                With
respect to each LoJack Meeting and LoJack Consent, the Trustee will use its reasonable
efforts promptly to mail or cause to be mailed (or otherwise communicate in the same
manner as LoJack utilizes in communications to holders of LoJack Common Shares, subject
to applicable regulatory requirements and provided such manner of communications is
reasonably available to the Trustee) to each of the Beneficiaries named in the List, such
mailing or communication to commence on the same day as the mailing or notice (or other
communication) with respect thereto is commenced by LoJack to its shareholders:  



	  	4.3.1 	  	
a copy of such notice, together with any related materials, including, without limitation,
any proxy or information statement, to be provided to shareholders of LoJack; 






	  	4.3.2 	  	
a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise
of the Beneficiary Votes with respect to such LoJack Meeting or LoJack Consent or,
pursuant to section 4.7, to attend such LoJack Meeting and to exercise personally the
Beneficiary Votes thereat; 






	  	4.3.3 	  	
a statement as to the manner in which such instructions may be given to the Trustee,
including an express indication that instructions may be given to the Trustee to give: 










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	  	  	4.3.3.1  	  	a
proxy to such  Beneficiary  or his  designee to exercise  personally  the  Beneficiary
 Votes; or  






	  	  	4.3.3.2  	  	a
proxy to a designated  agent or other  representative  of the  management of LoJack to
                           exercise such Beneficiary Votes;  






	  	4.3.4 	  	
a statement that if no such instructions are received from the Beneficiary, the
Beneficiary Votes to which such Beneficiary is entitled will not be exercised; 






	  	4.3.5 	  	
a form of direction whereby the Beneficiary may so direct and instruct the Trustee as
contemplated herein; and 






	  	4.3.6 	  	
a statement of the time and date by which such instructions must be received by the
Trustee in order to be binding upon it, which in the case of a LoJack Meeting shall not be
earlier than the close of business on the second Business Day prior to such meeting, and
of the method for revoking or amending such instructions. 






                The
materials referred to in this section 4.3 are to be provided to the Trustee by
LoJack and the materials referred to in sections 4.3.3, 4.3.5 and 4.3.6 shall be
subject to reasonable comment by the Trustee in a timely manner. LoJack shall ensure that
the materials to be provided to the Trustee are provided in sufficient time to permit the
Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same
time as such materials are first sent to holders of LoJack Common Shares. LoJack agrees
not to communicate with holders of LoJack Common Shares with respect to the materials
referred to in this section 4.3 otherwise than by mail unless such method of
communication is also reasonably available to the Trustee for communication with the
Beneficiaries.  



                For
the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in
respect of any LoJack Meeting or LoJack Consent, the number of Exchangeable Shares owned
of record by the Beneficiary shall be determined at the close of business on the record
date established by LoJack or by applicable law for purposes of determining shareholders
entitled to vote at such LoJack Meeting. LoJack will notify the Trustee of any decision
of the board of directors of LoJack with respect to the calling of any LoJack Meeting and
shall provide all necessary information and materials to the Trustee in each case
promptly and in any event in sufficient time to enable the Trustee to perform its
obligations contemplated by this section 4.3.  




	4.4  	   	Copies
of Shareholder Information  






                LoJack
will deliver to the Trustee copies of all proxy materials (including notices of LoJack
Meetings but excluding proxies to vote LoJack Common Shares), information statements,
reports (including, without limitation, all interim and annual financial statements) and
other written communications that, in each case, are to be distributed from time to time
to holders of LoJack Common Shares in sufficient quantities and in sufficient time so as
to enable the Trustee to send or cause to be sent those materials to each Beneficiary at the same time as
such materials are first sent to holders of LoJack Common Shares. The Trustee will mail
or otherwise send or cause to be sent to each Beneficiary, at the expense of LoJack, copies of all such
materials (and all materials specifically directed to the Beneficiaries or to the Trustee
for the benefit of the Beneficiaries by LoJack) received by the Trustee from LoJack
 






-9-



contemporaneously with the sending of such materials to holders of LoJack Common Shares. The
Trustee will also make available for inspection by any Beneficiary at the Trustee’s
principal office in Montreal all proxy materials, information statements, reports and other
written communications that are:  



	  	4.4.1 	  	
received by the Trustee as the registered holder of the LoJack Special Voting Share and
made available by LoJack generally to the holders of LoJack Common Shares; or 






	  	4.4.2 	  	
specifically directed to the Beneficiaries or to the Trustee for the benefit of the
Beneficiaries by LoJack. 







	4.5  	   	Other
Materials  






                As
soon as reasonably practicable after receipt by LoJack or shareholders of LoJack (if such
receipt is known by LoJack) of any material sent or given by or on behalf of a third
party to holders of LoJack Common Shares generally, including without limitation,
dissident proxy and information circulars (and related information and material) and
tender and exchange offer circulars (and related information and material), LoJack shall
use its reasonable efforts to obtain and deliver to the Trustee copies thereof in
sufficient quantities so as to enable the Trustee to forward such material (unless the
same has been provided directly to Beneficiaries by such third party) to each Beneficiary
as soon as possible thereafter. As soon as reasonably practicable after receipt thereof,
the Trustee will mail or otherwise send or cause to be sent to each Beneficiary, at the expense of LoJack,
copies of all such materials received by the Trustee from LoJack. The Trustee will also
make available for inspection by any Beneficiary at the Trustee’s principal office
in  Montreal copies of all such materials.  




	4.6  	   	List
of Persons Entitled to Vote  






                LoJack
Exchangeco shall, (a) prior to each annual, general and special LoJack Meeting or the
seeking of any LoJack Consent and (b) forthwith upon each request made at any time by the
Trustee in writing, prepare or cause to be prepared a list (a “List”) of the
names and addresses of the Beneficiaries arranged in alphabetical order and showing the
number of Exchangeable Shares held of record by each such Beneficiary, in each case at
the close of business on the date specified by the Trustee in such request or, in the
case of a List prepared in connection with a LoJack Meeting or a LoJack Consent, at the
close of business on the record date established by LoJack or pursuant to applicable law
for determining the holders of LoJack Common Shares entitled to receive notice of and/or
to vote at such LoJack Meeting or to give consent in connection with such LoJack Consent.
Each such List shall be delivered to the Trustee promptly after receipt by LoJack
Exchangeco of such request or the record date for such meeting or seeking of consent, as
the case may be, and in any event within sufficient time as to permit the Trustee to
perform its obligations under this Agreement. LoJack agrees to give LoJack Exchangeco
notice (with a copy to the Trustee) of the calling of any LoJack Meeting or the seeking
of any LoJack Consent, together with the record dates therefor, sufficiently prior to the
date of the calling of such meeting or seeking of such consent so as to enable LoJack
Exchangeco to perform its obligations under this section 4.6.  







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	4.7  	   	Entitlement
to Direct Votes  






                Any
Beneficiary named in a List prepared in connection with any LoJack Meeting or LoJack
Consent will be entitled (a) to instruct the Trustee in the manner described in section 4.3
with respect to the exercise of the Beneficiary Votes to which such Beneficiary is
entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of
the Trustee, the Beneficiary Votes to which such Beneficiary is entitled.  



	4.8  	   	Voting
by Trustee and Attendance of Trustee Representative at Meeting  






	  	4.8.1 	  	
In connection with each LoJack Meeting and LoJack Consent, the Trustee shall exercise,
either in person or by proxy, in accordance with the instructions received from a
Beneficiary pursuant to section 4.3, the Beneficiary Votes as to which such
Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set
forth in the instructions); provided, however, that such written instructions are received
by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for
receipt of such instruction in the notice given by the Trustee to the Beneficiary pursuant
to section 4.3. 






	  	4.8.2 	  	
The Trustee shall cause a representative who is empowered by it to sign and deliver, on
behalf of the Trustee, proxies for Voting Rights to attend each LoJack Meeting. Upon
submission by a Beneficiary (or its designee) of identification satisfactory to the
Trustee’s representative, and at the Beneficiary’s request, such representative
shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise
personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled
hereunder to direct the vote, if such Beneficiary either (i) has not previously given the
Trustee instructions pursuant to section 4.3 in respect of such meeting or (ii)
submits to such representative written revocation of any such previous instructions. At
such meeting, the Beneficiary exercising such Beneficiary Votes shall have the same rights
as the Trustee to speak at the meeting in favour of any matter, question, proposal or
proposition, to vote by way of ballot at the meeting in respect of any matter, question,
proposal or proposition, and to vote at such meeting by way of a show of hands in respect
of any matter, question or proposition. 







	4.9  	   	Distribution
of Written Materials  






                Any
written materials distributed by or on behalf of the Trustee pursuant to this Agreement shall be sent by
mail (or otherwise communicated in the same manner as LoJack utilizes in communications
to holders of LoJack Common Shares, subject to applicable regulatory requirements and
provided such manner of communications is reasonably available to the Trustee) to each
Beneficiary at its address as shown on the books of LoJack Exchangeco. LoJack agrees not
to communicate with holders of LoJack Common Shares with respect to such written
materials otherwise than by mail unless such method of communication is also reasonably
available to the Trustee for communication with the Beneficiaries. LoJack Exchangeco
shall provide or cause to be provided to the Trustee for purposes of communication, on a
timely basis and without charge or other expense:  






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	  	4.9.1  	  	a
current List; and  






	  	4.9.2 	  	
upon the request of the Trustee, mailing labels to enable the Trustee to carry out its
duties under this Agreement. 







	4.10  	   	Termination
of Voting Rights  






                All
of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in
respect of the Exchangeable Shares held by such Beneficiary, including the right to
instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes,
shall be deemed to be surrendered by the Beneficiary to LoJack or LoJack Callco, as the
case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall
cease immediately upon the delivery by such holder to the Trustee of the certificates
representing such Exchangeable Shares in connection with the exercise by the Beneficiary
of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares
for LoJack Common Shares, as specified in Article 5 (unless, in either case, LoJack shall
not have delivered the requisite LoJack Common Shares issuable in exchange therefor to
the Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable
Shares pursuant to Article 6 or 7 of the Share Provisions, or upon the effective date
of the liquidation, dissolution or winding-up of LoJack Exchangeco pursuant to Article
5 of the Share Provisions, or upon the purchase of Exchangeable Shares from the holder
thereof by LoJack Callco pursuant to the exercise by LoJack Callco of the Retraction Call
Right, the Redemption Call Right or the Liquidation Call Right.  



ARTICLE 5

EXCHANGE
RIGHT AND AUTOMATIC EXCHANGE  




	5.1  	   	Grant
and Ownership of the Exchange Right  






                LoJack
hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit
of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and
during the continuance of an Insolvency Event, to require LoJack to purchase from each or
any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary and
the Automatic Exchange Rights, all in accordance with the provisions of this Agreement.
LoJack hereby acknowledges receipt from the Trustee as trustee for and on behalf of the
Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant
of the Exchange Right and the Automatic Exchange Rights by LoJack to the Trustee. During
the term of the Trust and subject to the terms and conditions of this Agreement, the
Trustee shall possess and be vested with full legal ownership of the Exchange Right and
the Automatic Exchange Rights and shall be entitled to exercise all of the rights and
powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights,
provided that the Trustee shall:  



	  	5.1.1 	  	
hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as
trustee solely for the use and benefit of the Beneficiaries in accordance with the
provisions of this Agreement; and 






	  	5.1.2 	  	
except as specifically authorized by this Agreement, have no power or authority to
exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights,
and the Trustee shall not exercise any such rights for any 










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purpose
other than the purposes for which the Trust is created pursuant to this Agreement.  







	5.2  	   	Legended
Share Certificates  






                LoJack
Exchangeco will cause each certificate representing Exchangeable Shares to bear an
appropriate legend notifying the Beneficiaries of:  



	  	5.2.1 	  	
their right to instruct the Trustee with respect to the exercise of the Exchange Right in
respect of the Exchangeable Shares held by a Beneficiary; and 






	  	5.2.3  	  	the
Automatic Exchange Rights. 







	5.3  	   	General
Exercise of Exchange Right  






                The
Exchange Right shall be and remain vested in and exercisable by the Trustee. Subject to
section 7.15, the Trustee shall exercise the Exchange Right only on the basis of
instructions received pursuant to this Article 5 from Beneficiaries entitled to instruct
the Trustee as to the exercise thereof. To the extent that no instructions are received
from a Beneficiary with respect to the Exchange Right, the Trustee shall not exercise or
permit the exercise of the Exchange Right.  




	5.4  	   	Purchase
Price  






                The
purchase price payable by LoJack for each Exchangeable Share to be purchased by LoJack
under the Exchange Right shall be an amount per share equal to (a) the Current Market
Price of a LoJack Common Share on the last Business Day prior to the day of closing of
the purchase and sale of such Exchangeable Share under the Exchange Right, which shall be
satisfied in full by LoJack causing to be sent to such holder one LoJack Common Share,
plus (b) to the extent not paid by LoJack Exchangeco on the designated payment date
therefor, an additional amount equal to and in satisfaction of the full amount of all
declared and unpaid dividends on each such Exchangeable Share held by such holder on any
dividend record date which occurred prior to the closing of the purchase and sale. In
connection with each exercise of the Exchange Right, LoJack shall provide to the Trustee
an Officer’s Certificate setting forth the calculation of the purchase price for
each Exchangeable Share. The purchase price for each such Exchangeable Share so purchased
may be satisfied only by LoJack issuing and delivering or causing to be delivered to the
Trustee, on behalf of the relevant Beneficiary, one LoJack Common Share and on the
applicable payment date a cheque for the balance, if any, of the purchase price without
interest (but less any amounts withheld pursuant to section 5.13). Upon payment by
LoJack of such purchase price, the relevant Beneficiary shall cease to have any right to
be paid any amount in respect of declared and unpaid dividends on each such Exchangeable
Share by LoJack Exchangeco.  




	5.5  	   	Exercise
Instructions  






                Subject
to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the
occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to
exercise the Exchange Right with respect to all or any part of the Exchangeable Shares
registered  







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in the name of such Beneficiary on
the books of LoJack Exchangeco. To cause the exercise of the Exchange Right by the
Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or
registered mail, at its principal office in Montreal or at such other places in Canada as the
Trustee may from time to time designate by written notice to the Beneficiaries, the
certificates representing the Exchangeable Shares which such Beneficiary desires LoJack to
purchase, duly endorsed in blank for transfer, and accompanied by such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under the Act
and the by-laws of LoJack Exchangeco and such additional documents and instruments as the
Trustee, LoJack Exchangeco and LoJack may reasonably require together with (a) a duly
completed form of notice of exercise of the Exchange Right, contained on the reverse of or
attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby
instructs the Trustee to exercise the Exchange Right so as to require LoJack to purchase
from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such
Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by
LoJack free and clear of all liens, claims and encumbrances, (iii) the names in which the
certificates representing LoJack Common Shares issuable in connection with the exercise of
the Exchange Right are to be issued and (iv) the names and addresses of the persons to
whom such new certificates should be delivered and (b) payment (or evidence satisfactory
to the Trustee, LoJack Exchangeco and LoJack of payment) of the taxes (if any) payable as
contemplated by section 5.8 of this Agreement. If only a part of the Exchangeable
Shares represented by any certificate or certificates delivered to the Trustee are to be
purchased by LoJack under the Exchange Right, a new certificate for the balance of such
Exchangeable Shares shall be issued to the holder at the expense of LoJack Exchangeco.  




	5.6  	   	Delivery
of LoJack Common Shares; Effect of Exercise  






                Promptly
after the receipt of the certificates representing the Exchangeable Shares which the
Beneficiary desires LoJack to purchase under the Exchange Right, together with such
documents and instruments of transfer and a duly completed form of notice of exercise of
the Exchange Right (and payment of taxes, if any payable as contemplated by section 5.8
or evidence thereof), duly endorsed for transfer to LoJack, the Trustee shall notify
LoJack and LoJack Exchangeco of its receipt of the same, which notice to LoJack and
LoJack Exchangeco shall constitute exercise of the Exchange Right by the Trustee on
behalf of the holder of such Exchangeable Shares, and LoJack shall promptly thereafter
deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary of such
Exchangeable Shares (or to such other persons, if any, properly designated by such
Beneficiary) the number of LoJack Common Shares issuable in connection with the exercise
of the Exchange Right, and on the applicable payment date cheques for the balance, if
any, of the total purchase price therefor without interest (but less any amounts withheld
pursuant to section 5.13); provided, however, that no such delivery shall be made
unless and until the Beneficiary requesting the same shall have paid (or provided
evidence satisfactory to the Trustee, LoJack Exchangeco and LoJack of the payment of) the
taxes (if any) payable as contemplated by section 5.8 of this Agreement. Immediately
upon the giving of notice by the Trustee to LoJack and LoJack Exchangeco of the exercise
of the Exchange Right as provided in this section 5.6, the closing of the
transaction of purchase and sale contemplated by the Exchange Right shall be deemed to
have occurred and the holder of such Exchangeable Shares shall be deemed to have
transferred to LoJack all of such holder’s right, title and interest in and to such
Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a
holder of such Exchangeable Shares and shall not be entitled to exercise any of the
rights of  







-14-




a holder in respect thereof, other
than the right to receive his proportionate part of the total purchase price therefor,
unless the requisite number of LoJack Common Shares is not allotted, issued and delivered
by LoJack to the Trustee within five Business Days of the date of the giving of such
notice by the Trustee or the balance of the purchase price, if any, is not paid by LoJack
on the applicable payment date therefor, in which case the rights of the Beneficiary shall
remain unaffected until such LoJack Common Shares are so allotted, issued and delivered,
and the balance of the purchase price, if any, has been paid, by LoJack. Upon delivery by
LoJack to the Trustee of such LoJack Common Shares, and the balance of the purchase price,
if any, the Trustee shall deliver such LoJack Common Shares to such Beneficiary (or to
such other persons, if any, properly designated by such Beneficiary). Concurrently with
such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be
considered and deemed for all purposes to be the holder of the LoJack Common Shares
delivered to it pursuant to the Exchange Right. 




	5.7  	   	Exercise
of Exchange Right Subsequent to Retraction  






                In
the event that a Beneficiary has exercised its right under Article 6 of the Share
Provisions to require LoJack Exchangeco to redeem any or all of the Exchangeable Shares
held by the Beneficiary (the “Retracted Shares”) and is notified by LoJack
Exchangeco pursuant to section  6.6 of the Share Provisions that LoJack Exchangeco
will not be permitted as a result of solvency requirements of applicable law to redeem
all such Retracted Shares, and provided that LoJack Callco shall not have exercised the
Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has
not revoked the retraction request delivered by the Beneficiary to LoJack Exchangeco
pursuant to section 6.1 of the Share Provisions and provided further that the
Trustee has received written notice of same from LoJack Exchangeco or LoJack, the
retraction request will constitute and will be deemed to constitute notice from the
Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with
respect to those Retracted Shares that LoJack Exchangeco is unable to redeem. In any such
event, LoJack Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary
promptly to forward or cause to be forwarded to the Trustee all relevant materials
delivered by the Beneficiary to LoJack Exchangeco or to the transfer agent of the
Exchangeable Shares (including without limitation, a copy of the retraction request
delivered pursuant to section 6.1 of the Share Provisions) in connection with such
proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the
Exchange Right with respect to the Retracted Shares that LoJack Exchangeco is not
permitted to redeem and will require LoJack to purchase such shares in accordance with
the provisions of this Article 5.  




	5.8  	   	Stamp
or Other Transfer Taxes  






                Upon
any sale of Exchangeable Shares to LoJack pursuant to the Exchange Right or the Automatic
Exchange Rights, the share certificate or certificates representing LoJack Common Shares
to be delivered in connection with the payment of the total purchase price therefor shall
be issued in the name of the Beneficiary of the Exchangeable Shares so sold or in such
names as such Beneficiary may otherwise direct in writing without charge to the holder of
the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay
(and none of LoJack, LoJack Exchangeco or the Trustee shall be required to pay) any
documentary, stamp, transfer or other taxes that may be payable in respect of any
transfer involved in the issuance or  







-15-




delivery of such shares to a person
other than such Beneficiary or (b) shall have evidenced to the satisfaction of the
Trustee, LoJack and LoJack Exchangeco that such taxes, if any, have been paid. 




	5.9  	   	Notice
of Insolvency Event  






                As
soon as practicable following the occurrence of an Insolvency Event or any event that
with the giving of notice or the passage of time, or both, would be an Insolvency Event,
LoJack Exchangeco and LoJack shall give written notice thereof to the Trustee. As soon as
practicable following the receipt of notice from LoJack Exchangeco and LoJack of the
occurrence of an Insolvency Event, or upon the Trustee becoming aware of an Insolvency
Event, the Trustee will mail to each Beneficiary, at the expense of LoJack (such funds to
be received in advance), a notice of such Insolvency Event in the form provided by
LoJack, which notice shall contain a brief statement of the rights of the Beneficiaries
with respect to the Exchange Right.  




	5.10  	   	Qualification
of LoJack Common Shares  






                LoJack
covenants that if any LoJack Common Shares to be issued and delivered pursuant to the
Exchange Right or the Automatic Exchange Rights require registration or qualification
with or approval of or the filing of any document, including any prospectus or similar
document, or the taking of any proceeding with or the obtaining of any order, ruling or
consent from any governmental or regulatory authority under any Canadian or United States
federal, provincial or state securities or other law or regulation or pursuant to the
rules and regulations of any securities or other regulatory authority or the fulfillment
of any other Canadian or United States legal requirement before such shares may be issued
and delivered by LoJack to the initial holder thereof or in order that such shares may be
freely traded thereafter (other than any restrictions of general application on transfer
by reason of a holder being a “control person” for purposes of Canadian
provincial securities law or an “affiliate” of LoJack or Boomerang for purposes
of United States federal or state securities law), LoJack will in good faith
expeditiously take all such actions and do all such things as are necessary or desirable
to cause such LoJack Common Shares to be and remain duly registered, qualified or
approved under United States and/or Canadian law, as the case may be. LoJack will in good
faith expeditiously take all such actions and do all such things as are reasonably
necessary or desirable to cause all LoJack Common Shares to be delivered pursuant to the
Exchange Right or the Automatic Exchange Rights to be listed, quoted or posted for
trading on all stock exchanges and quotation systems on which outstanding LoJack Common
Shares have been listed by LoJack and remain listed and are quoted or posted for trading
at such time.  




	5.11  	   	LoJack
Common Shares  






                LoJack
hereby represents, warrants and covenants that the LoJack Common Shares issuable as
described herein will be duly authorized and validly issued as fully paid and
non-assessable and shall be free and clear of any lien, claim or encumbrance.  




	5.12  	   	Automatic
Exchange on Liquidation of LoJack  






	  	5.12.1 	  	
LoJack will give the Trustee written notice of each of the following events at the time
set forth below: 










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	  	  	5.12.1.1 	  	
in the event of any determination by the board of directors of LoJack to institute
voluntary liquidation, dissolution or winding-up proceedings with respect to LoJack or to
effect any other distribution of assets of LoJack among its shareholders for the purpose
of winding up its affairs, at least 60 days prior to the proposed effective date of such
liquidation, dissolution, winding-up or other distribution; and 






	  	  	5.12.1.2 	  	
as soon as practicable following the earlier of (A) receipt by LoJack of notice of, and
(B) LoJack otherwise becoming aware of, any threatened or instituted claim, suit, petition
or other proceedings with respect to the involuntary liquidation, dissolution or
winding-up of LoJack or to effect any other distribution of assets of LoJack among its
shareholders for the purpose of winding up its affairs, in each case where LoJack has
failed to contest in good faith any such proceeding commenced in respect of LoJack within
30 days of becoming aware thereof. 






	  	5.12.2 	  	
As soon as practicable following receipt by the Trustee from LoJack of notice of any event
(a “Liquidation Event”) contemplated by section 5.12.1.1 or 5.12.1.2 above,
the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided
to the Trustee by LoJack and shall include a brief description of the automatic exchange
of Exchangeable Shares for LoJack Common Shares provided for in section 5.12.3.  






	  	5.12.3 	  	
In order that the Beneficiaries will be able to participate on a pro rata basis with the
holders of LoJack Common Shares in the distribution of assets of LoJack in connection with
a Liquidation Event, on the fifth Business Day prior to the effective date (the
“Liquidation Event Effective Date”) of a Liquidation Event all of the then
outstanding Exchangeable Shares shall be automatically exchanged for LoJack Common Shares.
To effect such automatic exchange, LoJack shall purchase on the fifth Business Day prior
to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held
by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at
such time, for a purchase price per share equal to (a) the Current Market Price of a
LoJack Common Share on the fifth Business Day prior to the Liquidation Event Effective
Date, which shall be satisfied in full by LoJack issuing to the Beneficiary one LoJack
Common Share, and (b) to the extent not paid by LoJack Exchangeco, an additional amount
equal to and in satisfaction of the full amount of all declared and unpaid dividends on
each such Exchangeable Share held by such holder on any dividend record date which
occurred prior to the date of the exchange. LoJack shall provide the Trustee with an
Officer’s Certificate in connection with each automatic exchange setting forth the
calculation of the purchase price for each Exchangeable Share. 






	  	5.12.4 	  	
On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of
the transaction of purchase and sale contemplated by the automatic exchange of
Exchangeable Shares for LoJack Common Shares shall be deemed to have occurred, and each
Beneficiary shall be deemed to have transferred to 










-17-




	  	
LoJack
all of the Beneficiary’s right, title and interest in and to such Beneficiary’s
Exchangeable Shares and the related interest in the Trust Estate, any right of each such
Beneficiary to receive declared and unpaid dividends from LoJack Exchangeco shall be
deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder
of such Exchangeable Shares and LoJack shall issue to the Beneficiary the LoJack Common
Shares issuable upon the automatic exchange of Exchangeable Shares for LoJack Common
Shares and on the applicable payment date shall deliver to the Trustee for delivery to the
Beneficiary a cheque for the balance, if any, of the total purchase price for such
Exchangeable Shares without interest but less any amounts withheld pursuant to
section 5.13. Concurrently with such Beneficiary ceasing to be a holder of
Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be
the holder of the LoJack Common Shares issued pursuant to the automatic exchange of
Exchangeable Shares for LoJack Common Shares and the certificates held by the Beneficiary
previously representing the Exchangeable Shares exchanged by the Beneficiary with LoJack
pursuant to such automatic exchange shall thereafter be deemed to represent LoJack Common
Shares issued to the Beneficiary by LoJack pursuant to such automatic exchange. Upon the
request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share
certificates deemed to represent LoJack Common Shares, duly endorsed in blank and
accompanied by such instruments of transfer as LoJack may reasonably require, LoJack shall
deliver or cause to be delivered to the Beneficiary certificates representing LoJack
Common Shares of which the Beneficiary is the holder. 







	5.13  	   	Withholding
Rights  






                LoJack,
LoJack Exchangeco and the Trustee shall be entitled to deduct and withhold from any
consideration otherwise payable under this Agreement to any holder of Exchangeable Shares
or LoJack Common Shares such amounts as LoJack, LoJack Exchangeco or the Trustee is (i)
required to deduct and withhold with respect to such payment under the Income Tax Act
(Canada), the United States Internal Revenue Code of 1986 or any provision of provincial,
state, local or foreign tax law, in each case as amended or (ii) entitled to withhold
under section 116 of the Income Tax Act (Canada) or any analogous provision of provincial
law. The Trustee may act on the advice of counsel with respect to such matters. To the
extent that amounts are so withheld, such withheld amounts shall be treated for all
purposes as having been paid to the holder of the shares in respect of which such
deduction and withholding was made, provided that such withheld amounts are remitted to
the appropriate taxing authority. To the extent that the amount so required to be
deducted or withheld from any payment to a holder exceeds the cash portion of the
consideration otherwise payable to the holder, LoJack, LoJack Exchangeco and the Trustee
are hereby authorized to sell or otherwise dispose of such portion of the consideration
as is necessary to provide sufficient funds to LoJack, LoJack Exchangeco or the Trustee,
as the case may be, to enable it to comply with such deduction or withholding requirement
and LoJack, LoJack Exchangeco or the Trustee shall notify the holder thereof and remit to
such holder any unapplied balance of the net proceeds of such sale. LoJack represents and
warrants that, based upon facts currently known to it, it has no current intention, as at
the date of this Agreement, to  







-18-




deduct or withhold from any dividend
paid to holders of Exchangeable Shares any amounts under the United States Internal
Revenue Code of 1986, as amended. 



ARTICLE 6

 RESTRICTIONS
ON ISSUE OF LOJACK SPECIAL VOTING STOCK  




	6.1  	   	Issue
of Additional Shares  






                During
the term of this Agreement, LoJack will not, without the consent of the holders of
Exchangeable Shares at the relevant time, given in accordance with section 10.2 of
the Share Provisions, issue any shares of its Special Voting Preferred Stock in the same
series as LoJack Special Voting Share.  



ARTICLE 7

 CONCERNING
THE TRUSTEE  




	7.1  	   	Powers
and Duties of the Trustee  






                The
rights, powers, duties and authorities of the Trustee under this Agreement, in its
capacity as Trustee of the Trust, shall include:  



	  	7.1.1 	  	
receipt and deposit of the LoJack Special Voting Share from LoJack as Trustee for and on
behalf of the Beneficiaries in accordance with the provisions of this Agreement; 






	  	         7.1.2  	  	granting
proxies and distributing materials to Beneficiaries as provided in this Agreement; 






	  	         7.1.3  	  	voting
the Beneficiary Votes in accordance with the provisions of this Agreement; 






	  	7.1.4 	  	
receiving the grant of the Exchange Right and the Automatic Exchange Rights from LoJack as
Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this
Agreement; 






	  	7.1.5 	  	
exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Rights,
in each case in accordance with the provisions of this Agreement, and in connection
therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents
and distributing to such Beneficiaries LoJack Common Shares and cheques, if any, to which
such Beneficiaries are entitled upon the exercise of the Exchange Right or pursuant to the
Automatic Exchange Rights, as the case may be; 






	  	         7.1.6  	  	holding
title to the Trust Estate;  






	  	         7.1.7  	  	investing
any moneys  forming,  from time to time, a part of the Trust Estate as provided in this
                  Agreement;  










-19-




	  	7.1.8 	  	
taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries
to enforce the obligations of LoJack and LoJack Exchangeco under this Agreement; and 






	  	7.1.9 	  	
taking such other actions and doing such other things as are specifically provided in this
Agreement. 






                In
the exercise of such rights, powers, duties and authorities the Trustee shall have (and
is granted) such incidental and additional rights, powers, duties and authority not in
conflict with any of the provisions of this Agreement as the Trustee, acting in good
faith and in the reasonable exercise of its discretion, may deem necessary, appropriate
or desirable to effect the purpose of the Trust. Any exercise of such discretionary
rights, powers, duties and authorities by the Trustee shall be final, conclusive and
binding upon all persons.  



                The
Trustee in exercising its rights, powers, duties and authorities hereunder shall act
honestly and in good faith and with a view to the best interests of the Beneficiaries and
shall exercise the care, diligence and skill that a reasonably prudent trustee would
exercise in comparable circumstances.  



                The
Trustee shall not be bound to give notice or do or take any act, action or proceeding by
virtue of the powers conferred on it hereby unless and until it shall be specifically
required to do so under the terms hereof; nor shall the Trustee be required to take any
notice of, or to do, or to take any act, action or proceeding as a result of any default
or breach of any provision hereunder, unless and until notified in writing of such
default or breach, which notices shall distinctly specify the default or breach desired
to be brought to the attention of the Trustee, and in the absence of such notice the
Trustee may for all purposes of this Agreement conclusively assume that no default or
breach has been made in the observance or performance of any of the representations,
warranties, covenants, agreements or conditions contained herein.  




	7.2  	   	No
Conflict of Interest  






                The
Trustee represents to LoJack and LoJack Exchangeco that at the date of execution and
delivery of this Agreement there exists no material conflict of interest in the role of
the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity.
The Trustee shall, within 90 days after it becomes aware that such material conflict of
interest exists, either eliminate such material conflict of interest or resign in the
manner and with the effect specified in Article 10. If, notwithstanding the foregoing
provisions of this section 7.2, the Trustee has such a material conflict of
interest, the validity and enforceability of this Agreement shall not be affected in any
manner whatsoever by reason only of the existence of such material conflict of interest.
If the Trustee contravenes the foregoing provisions of this section 7.2, any
interested party may apply to the Superior Court of Quebec for an order that the Trustee
be replaced as Trustee hereunder.  




	7.3  	   	Dealings
with Transfer Agents, Registrars, etc.  






                LoJack
and LoJack Exchangeco irrevocably authorize the Trustee, from time to time, to:  







-20-




	  	7.3.1 	  	
consult, communicate and otherwise deal with the respective registrars and transfer
agents, and with any such subsequent registrar or transfer agent, of the Exchangeable
Shares and LoJack Common Shares; and 






	  	7.3.2 	  	
requisition, from time to time, (i) from any such registrar or transfer agent any
information readily available from the records maintained by it which the Trustee may
reasonably require for the discharge of its duties and responsibilities under this
Agreement and (ii) from the transfer agent of LoJack Common Shares, and any subsequent
transfer agent of such shares, the share certificates issuable upon the exercise from time
to time of the Exchange Right and pursuant to the Automatic Exchange Rights. 






                LoJack
and LoJack Exchangeco irrevocably authorize their respective registrars and transfer
agents to comply with all such requests. LoJack covenants that it will supply its
transfer agent with duly executed share certificates for the purpose of completing the
exercise from time to time of the Exchange Right and the Automatic Exchange Rights.  




	7.4  	   	Books
and Records  






                The
Trustee shall keep available for inspection by LoJack, LoJack Exchangeco and any
Beneficiary at the Trustee’s principal office in Montreal correct and complete books and
records of account relating to the Trust created by this Agreement, including without
limitation, all relevant data relating to mailings and instructions to and from
Beneficiaries and all transactions pursuant to the Exchange Right and the Automatic
Exchange Rights. On or before March 31, 2005, and on or before March 31st in every year thereafter, so long
as the LoJack Special Voting Share is on deposit with the Trustee, the Trustee shall
transmit to LoJack and LoJack Exchangeco a brief report, dated as of the preceding December 31st with respect to:  



	  	         7.4.1  	  	the
property and funds comprising the Trust Estate as of that date; 






	  	7.4.2 	  	
the number of exercises of the Exchange Right, if any, and the aggregate number of
Exchangeable Shares received by the Trustee on behalf of Beneficiaries in consideration of
the issuance by LoJack of LoJack Common Shares in connection with the Exchange Right,
during the calendar year ended on such December 31st; and  






	  	7.4.3 	  	
any action taken by the Trustee in the performance of its duties under this Agreement
which it had not previously reported and which, in the Trustee’s opinion, materially
affects the Trust Estate. 







	7.5  	   	Income
Tax Returns and Reports  






                The
Trustee shall, to the extent necessary, prepare and file on behalf of the Trust
appropriate United States and Canadian income tax returns and any other returns or
reports as may be required by applicable law or pursuant to the rules and regulations of
any securities exchange or other trading system through which the Exchangeable Shares are
traded. In connection therewith, the Trustee may obtain the advice and assistance of such
experts or advisors as the Trustee considers necessary or advisable (who may be experts
or advisors to  







-21-




LoJack or LoJack Exchangeco). If
requested by the Trustee, LoJack or LoJack Exchangeco shall retain qualified experts or
advisors for the purpose of providing such tax advice or assistance. 




	7.6  	   	Indemnification
Prior to Certain Actions by Trustee  






                The
Trustee shall exercise any or all of the rights, duties, powers or authorities vested in
it by this Agreement at the request, order or direction of any Beneficiary upon such
Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against
the costs, expenses and liabilities which may be incurred by the Trustee therein or
thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any
such security or indemnity in connection with the exercise by the Trustee of any of its
rights, duties, powers and authorities with respect to the LoJack Special Voting Share
pursuant to Article 4, subject to section 7.15, and with respect to the Exchange
Right pursuant to Article 5, subject to section 7.15, and with respect to the
Automatic Exchange Rights pursuant to Article 5.  



                None
of the provisions contained in this Agreement shall require the Trustee to expend or risk
its own funds or otherwise incur financial liability in the exercise of any of its
rights, powers, duties, or authorities unless funded, given security and indemnified as
aforesaid.  




	7.7  	   	Action
of Beneficiaries  






                No
Beneficiary shall have the right to institute any action, suit or proceeding or to
exercise any other remedy authorized by this Agreement for the purpose of enforcing any
of its rights or for the execution of any trust or power hereunder unless the Beneficiary
has requested the Trustee to take or institute such action, suit or proceeding and
furnished the Trustee with the funding, security or indemnity referred to in section 7.6
and the Trustee shall have failed to act within a reasonable time thereafter. In such
case, but not otherwise, the Beneficiary shall be entitled to take proceedings in any
court of competent jurisdiction such as the Trustee might have taken; it being understood
and intended that no one or more Beneficiaries shall have any right in any manner
whatsoever to affect, disturb or prejudice the rights hereby created by any such action,
or to enforce any right hereunder or the Voting Rights, the Exchange Rights or the
Automatic Exchange Rights except subject to the conditions and in the manner herein
provided, and that all powers and trusts hereunder shall be exercised and all proceedings
at law shall be instituted, had and maintained by the Trustee, except only as herein
provided, and in any event for the equal benefit of all Beneficiaries.  




	7.8  	   	Reliance
Upon Declarations  






                The
Trustee shall not be considered to be in contravention of any of its rights, powers,
duties and authorities hereunder if, when required, it acts and relies in good faith upon
statutory declarations, certificates, opinions or reports furnished pursuant to the
provisions hereof or required by the Trustee to be furnished to it in the exercise of its
rights, powers, duties and authorities hereunder if such statutory declarations,
certificates, opinions or reports comply with the provisions of section 7.9, if
applicable, and with any other applicable provisions of this Agreement.  







-22-





	7.9  	   	Evidence
and Authority to Trustee  






                LoJack
and/or LoJack Exchangeco shall furnish to the Trustee evidence of compliance with the
conditions provided for in this Agreement relating to any action or step required or
permitted to be taken by LoJack and/or LoJack Exchangeco or the Trustee under this
Agreement or as a result of any obligation imposed under this Agreement, including,
without limitation, in respect of the Voting Rights or the Exchange Right or the
Automatic Exchange Rights and the taking of any other action to be taken by the Trustee
at the request of or on the application of LoJack and/or LoJack Exchangeco promptly if
and when:  



	  	7.9.1 	  	
such evidence is required by any other section of this Agreement to be furnished to the
Trustee in accordance with the terms of this section 7.9; or 






	  	7.9.2 	  	
the Trustee, in the exercise of its rights, powers, duties and authorities under this
Agreement, gives LoJack and/or LoJack Exchangeco written notice requiring it to furnish
such evidence in relation to any particular action or obligation specified in such notice. 






                Such
evidence shall consist of an Officer’s Certificate of LoJack and/or LoJack
Exchangeco or a statutory declaration or a certificate made by persons entitled to sign
an Officer’s Certificate stating that any such condition has been complied with in
accordance with the terms of this Agreement.  



                Whenever
such evidence relates to a matter other than the Voting Rights or the Exchange Right or
the Automatic Exchange Rights or the taking of any other action to be taken by the
Trustee at the request or on the application of LoJack and/or LoJack Exchangeco, and
except as otherwise specifically provided herein, such evidence may consist of a report
or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer
or other expert or any other person whose qualifications give authority to a statement
made by him, provided that if such report or opinion is furnished by a director, officer
or employee of LoJack and/or LoJack Exchangeco it shall be in the form of an Officer’s
Certificate or a statutory declaration.  



                Each
statutory declaration, Officer’s Certificate, opinion or report furnished to the
Trustee as evidence of compliance with a condition provided for in this Agreement shall
include a statement by the person giving the evidence:  



	  	7.9.3 	  	
declaring that he has read and understands the provisions of this Agreement relating to
the condition in question; 






	  	7.9.4 	  	
describing the nature and scope of the examination or investigation upon which he based
the statutory declaration, certificate, statement or opinion; and 






	  	7.9.5 	  	
declaring that he has made such examination or investigation as he believes is necessary
to enable him to make the statements or give the opinions contained or expressed therein. 










-23-





	7.10  	   	Experts,
Advisers and Agents  






                The
Trustee may:



	  	7.10.1 	  	
in relation to these presents, act and rely on the opinion or advice of or information
obtained from any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or
other expert, whether retained by the Trustee or by LoJack and/or LoJack Exchangeco or
otherwise, and may retain or employ such assistants as may be necessary to the proper
discharge of its powers and duties and determination of its rights hereunder and may pay
proper and reasonable compensation for all such legal and other advice or assistance as
aforesaid; and 






	  	7.10.2 	  	
employ such agents and other assistants as it may reasonably require for the proper
determination and discharge of its powers and duties hereunder, and may pay reasonable
remuneration for all services performed for it (and shall be entitled to receive
reasonable remuneration for all services performed by it) in the discharge of the trusts
hereof and compensation for all disbursements, costs and expenses made or incurred by it
in the discharge of its duties hereunder and in the management of the Trust. 







	7.11  	   	Investment
of Moneys Held by Trustee  






                Unless
otherwise provided in this Agreement, any moneys held by or on behalf of the Trustee
which under the terms of this Agreement may or ought to be invested or which may be on
deposit with the Trustee or which may be in the hands of the Trustee may be invested and
reinvested in the name or under the control of the Trustee, in trust for LoJack
Exchangeco, in securities in which, under the laws of the Province of Quebec, trustees
are authorized to invest trust moneys, provided that such securities are stated to mature
within two years after their purchase by the Trustee, and the Trustee shall so invest
such moneys on the written direction of LoJack Exchangeco. Pending the investment of any
moneys as hereinbefore provided, such moneys may be deposited in the name of the Trustee
in any chartered bank in Canada or, with the consent of LoJack Exchangeco, in the deposit
department of the Trustee or any other loan or trust company authorized to accept
deposits under the laws of Canada or any province thereof at the rate of interest then
current on similar deposits.  




	7.12  	   	Trustee
Not Required to Give Security  






                The
Trustee shall not be required to give any bond or security in respect of the execution of
the trusts, rights, duties, powers and authorities of this Agreement or otherwise in
respect of the premises.  




	7.13  	   	Trustee
Not Bound to Act on Request  






                Except
as in this Agreement otherwise specifically provided, the Trustee shall not be bound to
act in accordance with any direction or request of LoJack and/or LoJack Exchangeco or of
the directors thereof until a duly authenticated copy of the instrument or resolution
containing such direction or request shall have been delivered to the Trustee, and the
Trustee shall be  







-24-




empowered to act upon any such copy
purporting to be authenticated and believed by the Trustee to be genuine. 




	7.14  	   	Authority
to Carry on Business  






                The
Trustee represents to LoJack and LoJack Exchangeco that at the date of execution and
delivery by it of this Agreement it is authorized to carry on the business of a trust
company in each of the Provinces of Canada but if, notwithstanding the provisions of this
section 7.14, it ceases to be so authorized to carry on business, the validity and
enforceability of this Agreement and the Voting Rights, the Exchange Right and the
Automatic Exchange Rights shall not be affected in any manner whatsoever by reason only
of such event but the Trustee shall, within 90 days after ceasing to be authorized
to carry on the business of a trust company in any Province of Canada, either become so
authorized or resign in the manner and with the effect specified in Article 10.  




	7.15  	   	Conflicting
Claims  






                If
conflicting claims or demands are made or asserted with respect to any interest of any
Beneficiary in any Exchangeable Shares, including any disagreement between the heirs,
representatives, successors or assigns succeeding to all or any part of the interest of
any Beneficiary in any Exchangeable Shares, resulting in conflicting claims or demands
being made in connection with such interest, then the Trustee shall be entitled, at its
sole discretion, to refuse to recognize or to comply with any such claims or demands. In
so refusing, the Trustee may elect not to exercise any Voting Rights, Exchange Rights or
Automatic Exchange Rights subject to such conflicting claims or demands and, in so doing,
the Trustee shall not be or become liable to any person on account of such election or
its failure or refusal to comply with any such conflicting claims or demands. The Trustee
shall be entitled to continue to refrain from acting and to refuse to act until:  



	  	7.15.1 	  	
the rights of all adverse claimants with respect to the Voting Rights, Exchange Right or
Automatic Exchange Rights subject to such conflicting claims or demands have been
adjudicated by a final judgment of a court of competent jurisdiction; or 






	  	7.15.2 	  	
all differences with respect to the Voting Rights, Exchange Right or Automatic Exchange
Rights subject to such conflicting claims or demands have been conclusively settled by a
valid written agreement binding on all such adverse claimants, and the Trustee shall have
been furnished with an executed copy of such agreement certified to be in full force and
effect. 






                If
the Trustee elects to recognize any claim or comply with any demand made by any such
adverse claimant, it may in its discretion require such claimant to furnish such surety
bond or other security satisfactory to the Trustee as it shall deem appropriate to fully
indemnify it as between all conflicting claims or demands.  







-25-





	7.16  	   	Acceptance
of Trust  






                The
Trustee hereby accepts the Trust created and provided for by and in this Agreement and
agrees to perform the same upon the terms and conditions herein set forth and to hold all
rights, privileges and benefits conferred hereby and by law in trust for the various
persons who shall from time to time be Beneficiaries, subject to all the terms and
conditions herein set forth.  



ARTICLE 8

 COMPENSATION  




	8.1  	   	Fees
and Expenses of the Trustee  






        LoJack
and LoJack Exchangeco jointly and severally agree to pay the Trustee reasonable
compensation for all of the services rendered by it under this Agreement and will
reimburse the Trustee for all reasonable expenses (including, but not limited to, taxes
other than taxes based on the net income of the Trustee, fees paid to legal counsel and
other experts and advisors and travel expenses) and disbursements, including the cost and
expense of any suit or litigation of any character and any proceedings before any
governmental agency reasonably incurred by the Trustee in connection with its duties under
this Agreement; provided that LoJack and LoJack Exchangeco shall have no obligation to
reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the
Trustee in any suit or litigation in which the Trustee is determined to have acted in bad
faith or with negligence, recklessness or wilful misconduct. Invoices for services
rendered by the Trustee hereunder shall be provided to LoJack at the address set forth in
section 15.3 of this Agreement. Any amount owing or unpaid after 30 days from the
invoice date will bear interest at a rate per annum, from the expiration of such 30 day
period, equal to the then current rate charged by the Trustee and shall be payable on
demand. The obligation of LoJack and LoJack Exchangeco under this section 8.1
shall survive the resignation or removal of the Trustee or the termination of this
Agreement. 



ARTICLE 9

INDEMNIFICATION AND LIMITATION OF LIABILITY  




	9.1  	   	Indemnification
of the Trustee  






                LoJack
and LoJack Exchangeco jointly and severally agree to indemnify and hold harmless the
Trustee and each of its directors, officers, employees and agents appointed and acting in
accordance with this Agreement (collectively, the “Indemnified Parties”)
against all claims, losses, damages, reasonable costs, penalties, fines and reasonable
expenses (including reasonable expenses of the Trustee’s legal counsel) which,
without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of
such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by
reason or as a result of the Trustee’s acceptance or administration of the Trust,
its compliance with its duties set forth in this Agreement, or any written or oral
instruction delivered to the Trustee by LoJack or LoJack Exchangeco pursuant hereto.  



        In
no case shall LoJack or LoJack Exchangeco be liable under this indemnity for any claim
against any of the Indemnified Parties unless LoJack and LoJack Exchangeco shall be







-26-


notified by the Trustee of the written assertion of a claim or of any action commenced
against the Indemnified Parties, as soon as reasonably practicable after any of the
Indemnified Parties shall have received any such written assertion of a claim or shall
have been served with a summons or other first legal process giving information as to the
nature and basis of the claim. LoJack and LoJack Exchangeco shall be entitled to
participate at their own expense in the defence and, if LoJack and LoJack Exchangeco so
elect, either of them may assume the defence of any suit brought to enforce any such claim
through legal counsel selected by LoJack or LoJack Exchangeco acceptable to the
Indemnified Party acting reasonably. The Trustee shall have the right to employ separate
counsel in any such suit and participate in the defence thereof, but the fees and expenses
of such counsel shall be at the expense of the Trustee unless: (i) the employment of
such counsel has been authorized by LoJack or LoJack Exchangeco; (ii) LoJack or
LoJack Exchangeco fail to assume the defence of such claim or action within
10 Business Days after having received notice of such action or claim; or
(iii) the named parties to any such suit include both the Trustee and LoJack or
LoJack Exchangeco and the Trustee shall have been advised by counsel acceptable to LoJack
or LoJack Exchangeco that there may be one or more legal defences available to the Trustee
that are different from or in addition to those available to LoJack or LoJack Exchangeco
and that, in the judgment of such counsel, would present a conflict of interest were a
joint representation to be undertaken (in which case LoJack and LoJack Exchangeco shall
not have the right to assume the defence of such suit on behalf of the Trustee but shall
be liable to pay the reasonable fees and expenses of counsel for the Trustee). This
indemnity shall survive the termination of this Agreement and the resignation or removal
of the Trustee. 






	9.2  	   	Limitation
of Liability  






                The
Trustee shall not be held liable for any loss which may occur by reason of depreciation
of the value of any part of the Trust Estate or any loss incurred on any investment of
funds pursuant to this Agreement, except to the extent that such loss is attributable to
the fraud, negligence, recklessness, wilful misconduct or bad faith on the part of the
Trustee.  



ARTICLE 10

 CHANGE OF
TRUSTEE  




	10.1  	   	Resignation  






                The
Trustee, or any trustee hereafter appointed, may at any time resign by giving written
notice of such resignation to LoJack and LoJack Exchangeco specifying the date on which
it desires to resign, provided that such notice shall not be given less than 30
days before such desired resignation date unless LoJack and LoJack Exchangeco otherwise
agree and provided further that such resignation shall not take effect until the date of
the appointment of a successor trustee and the acceptance of such appointment by the
successor trustee. Upon receiving such notice of resignation, LoJack and LoJack
Exchangeco shall promptly appoint a successor trustee, which shall be a corporation
organized and existing under the laws of Canada and authorized to carry on the business
of a trust company in all provinces of Canada, by written instrument in duplicate, one
copy of which shall be delivered to the resigning trustee and one copy to the successor
trustee. Failing the appointment and acceptance of a successor trustee, a successor
trustee may be appointed by order of a court of competent jurisdiction upon application
of one or 






-27-


more of the parties to this Agreement. If the retiring trustee is the party
initiating an application for the appointment of a successor trustee by order of a court
of competent jurisdiction, LoJack and LoJack Exchangeco shall be jointly and severally
liable to reimburse the retiring trustee for its legal costs and expenses in connection
with same.  




	10.2  	   	Removal  






                The
Trustee, or any trustee hereafter appointed, may (provided a successor trustee is
appointed) be removed at any time on not less than 30 days’ prior notice by written
instrument  executed by LoJack and LoJack
Exchangeco, in duplicate, one copy of which shall be delivered to the trustee so removed
and one copy to the successor trustee. 




	10.3  	   	Successor
Trustee  






                Any
successor trustee appointed as provided under this Agreement shall execute, acknowledge
and deliver to LoJack and LoJack Exchangeco and to its predecessor trustee an instrument
accepting such appointment. Thereupon the resignation or removal of the predecessor
trustee shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and obligations of
its predecessor under this Agreement, with the like effect as if originally named as
trustee in this Agreement. However, on the written request of LoJack and LoJack
Exchangeco or of the successor trustee, the trustee ceasing to act shall, upon payment of
any amounts then due it pursuant to the provisions of this Agreement, execute and deliver
an instrument transferring to such successor trustee all the rights and powers of the
trustee so ceasing to act. Upon the request of any such successor trustee, LoJack, LoJack
Exchangeco and such predecessor trustee shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee all such
rights and powers.  




	10.4  	   	Notice
of Successor Trustee  






                Upon
acceptance of appointment by a successor trustee as provided herein, LoJack and LoJack
Exchangeco shall cause to be mailed notice of the succession of such trustee hereunder to
each Beneficiary specified in a List. If LoJack or LoJack Exchangeco shall fail to cause
such notice to be mailed within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the expense of
LoJack and LoJack Exchangeco.  



ARTICLE 11

LOJACK SUCCESSORS  



	11.1  	  	Certain
Requirements in Respect of Combination, etc. 






                LoJack
shall not consummate any transaction (whether by way of reconstruction, reorganization,
consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially
all of its undertaking, property and assets would become the property of any other person
or, in the case of a merger, of the continuing corporation resulting therefrom unless,
but may do so if:  









-28-



	  	11.1.1 	  	
such other person or continuing corporation (herein called the “LoJack
Successor”), by operation of law, becomes, without more, bound by the terms and
provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously
with the consummation of such transaction, a trust agreement supplemental hereto and such
other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in
the opinion of legal counsel to the Trustee are reasonably necessary or advisable to
evidence the assumption by the LoJack Successor of liability for all moneys payable and
property deliverable hereunder and the covenant of such LoJack Successor to pay and
deliver or cause to be  






	  	
delivered
the same and its agreement to observe and perform all the covenants and  obligations of
                  LoJack under this Agreement; and 






	  	11.1.2 	  	
such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the
opinion of legal counsel to the Trustee, be upon such terms and conditions as
substantially to preserve and not to impair in any material respect any of the rights,
duties, powers and authorities of the Trustee or of the Beneficiaries hereunder. 







	11.2  	   	Vesting
of Powers in Successor  






                Whenever
the conditions of section 11.1 have been duly observed and performed, the Trustee,
LoJack Successor and LoJack Exchangeco shall, if required by section 11.1, execute
and deliver the supplemental trust agreement provided for in Article 13 and thereupon
LoJack Successor shall possess and from time to time may exercise each and every right
and power of LoJack under this Agreement in the name of LoJack or otherwise and any act
or proceeding by any provision of this Agreement required to be done or performed by the
board of directors of LoJack or any officers of LoJack may be done and performed with
like force and effect by the directors or officers of such LoJack Successor.  




	11.3  	   	Wholly-Owned
Subsidiaries  






                Subject
to section 4.8 of the Combination Agreement, nothing herein shall be construed as
preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary
of LoJack with or into LoJack or the winding-up, liquidation or dissolution of any
wholly-owned subsidiary of LoJack provided that all of the assets of such subsidiary are
transferred to LoJack or another wholly-owned direct or indirect subsidiary of LoJack and
any such transactions are expressly permitted by this Article 11.  



ARTICLE 12

 COVENANTS
OF LOJACK AND ITS AFFILIATES  



                So
long as any Exchangeable Shares not owned by LoJack or its affiliates are outstanding,
LoJack will not (and will ensure that LoJack Callco and its affiliates do not) exercise
its vote as a shareholder to initiate the voluntary liquidation, dissolution or
winding-up of LoJack Exchangeco (or any other distribution of the assets of LoJack
Exchangeco among its shareholders for the purpose of winding-up its affairs) nor take any
action or omit to take any action (and will not permit LoJack Callco or any of its
affiliates to take any action or omit to take 







-29-


any action) that is designed to result in
the liquidation, dissolution or winding-up of LoJack Exchangeco or any other distribution
of the assets of LoJack Exchangeco among its shareholders for the purpose of winding-up
its affairs.  


ARTICLE 13

 AMENDMENTS
AND SUPPLEMENTAL TRUST AGREEMENTS  




	13.1  	   	Amendments,
Modifications, etc.  






                This
Agreement may not be amended or modified except by an agreement in writing executed by
LoJack, LoJack Exchangeco and the Trustee and approved by the Beneficiaries in accordance
with section 10.2 of the Share Provisions.  



	13.2  	   	Ministerial
Amendments  






                Notwithstanding
the provisions of section 13.1, the parties to this Agreement may in writing, at any
time and from time to time, without the approval of the Beneficiaries, amend or modify
this Agreement for the purposes of:  



	  	13.2.1 	  	
adding to the covenants of any or all parties hereto for the protection of the
Beneficiaries hereunder provided that the board of directors of each of LoJack Exchangeco
and LoJack shall be of the good faith opinion that such additions will not be prejudicial
to the rights or interests of the Beneficiaries; 






	  	13.2.2 	  	
making such amendments or modifications not inconsistent with this Agreement as may be
necessary or desirable with respect to matters or questions which, in the good faith
opinion of the board of directors of each of LoJack and LoJack Exchangeco and in the
opinion of the Trustee, having in mind the best interests of the Beneficiaries it may be
expedient to make, provided that such boards of directors and the Trustee, acting on the
advice of counsel, shall be of the opinion that such amendments and modifications will not
be prejudicial to the rights or interests of the Beneficiaries; or 






	  	13.2.3 	  	
making such changes or corrections which, on the advice of counsel to LoJack, LoJack
Exchangeco and the Trustee, are required for the purpose of curing or correcting any
ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest
error, provided that the Trustee, acting on the advice of counsel, and the board of
directors of each of LoJack and LoJack Exchangeco shall be of the opinion that such
changes or corrections will not be prejudicial to the rights or interests of the
Beneficiaries. 







	13.3  	   	Meeting
to Consider Amendments  






                LoJack
Exchangeco, at the request of LoJack, shall call a meeting or meetings of the
Beneficiaries for the purpose of considering any proposed amendment or modification
requiring approval pursuant hereto. Any such meeting or meetings shall be called and held
in accordance with the by-laws of LoJack Exchangeco, the Share Provisions and all
applicable laws.  









-30-




	13.4  	   	Changes
in Capital of LoJack and LoJack Exchangeco  






                At
all times after the occurrence of any event contemplated pursuant to section 2.7 or 2.8 of the Support Agreement or otherwise, as a result of which either LoJack Common
Shares or the Exchangeable Shares or both
are in any way changed, this Agreement shall forthwith be amended and modified as
necessary in order that it shall apply with full force and effect, mutatis mutandis, to
all new securities into which LoJack Common Shares or the Exchangeable Shares or both are
so changed and the parties hereto shall execute and deliver a supplemental trust agreement
giving effect to and evidencing such necessary amendments and modifications. 




	13.5  	   	Execution
of Supplemental Trust Agreements  






                No
amendment to or modification or waiver of any of the provisions of this Agreement
otherwise permitted hereunder shall be effective unless made in writing and signed by all
of the parties hereto. From time to time LoJack Exchangeco (when authorized by a
resolution of its Board of Directors), LoJack (when authorized by a resolution of its
board of directors) and the Trustee may, subject to the provisions of these presents, and
they shall, when so directed by these presents, execute and deliver by their proper
officers, trust agreements or other instruments supplemental hereto, which thereafter
shall form part hereof, for any one or more of the following purposes:  



	  	13.5.1 	  	
evidencing the succession of LoJack Successors and the covenants of and obligations
assumed by each such LoJack Successor in accordance with the provisions of Article 11 and
the successors of any successor trustee in accordance with the provisions of Article 10; 






	  	13.5.2 	  	
making any additions to, deletions from or alterations of the provisions of this Agreement
or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the
opinion of the Trustee, will not be prejudicial to the rights or interests of the
Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in
order to incorporate, reflect or comply with any legislation the provisions of which apply
to LoJack, LoJack Exchangeco, the Trustee or this Agreement; and 






	  	13.5.3 	  	
for any other purposes not inconsistent with the provisions of this Agreement, including
without limitation, to make or evidence any amendment or modification to this Agreement as
contemplated hereby, provided that, in the opinion of the Trustee, the rights or interests
of the Trustee and Beneficiaries will not be prejudiced thereby. 






ARTICLE 14

 TERMINATION  




	14.1  	   	Term  






                The
Trust created by this Agreement shall continue until the earliest to occur of the
following events:  








-31-



	  	         14.1.1  	  	no
outstanding Exchangeable Shares are held by a Beneficiary; 







	  	14.1.2 	  	
each of LoJack and LoJack Exchangeco elects in writing to terminate the Trust and such
termination is approved by the Beneficiaries in accordance with section 10.2 of the
Share Provisions; and  






	  	         14.1.3  	  	99
years from the date of this Agreement. 






14.2 Survival of
Agreement



                This
Agreement shall survive any termination of the Trust and shall continue until there are
no Exchangeable Shares outstanding held by a Beneficiary; provided, however, that the
provisions of Article 8 and Article 9 shall survive any such termination of this
Agreement.  



ARTICLE 15

 GENERAL  



	15.1  	   	Severability  






                If
any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remainder of this Agreement shall not in any
way be affected or impaired thereby and the agreement shall be carried out as nearly as
possible in accordance with its original terms and conditions.  



	15.2  	   	Enurement  






                This
Agreement shall be binding upon and enure to the benefit of the parties hereto and their
respective successors and permitted assigns and to the benefit of the Beneficiaries.  



	15.3  	   	Notices
to Parties  






                All
notices and other communications between the parties hereunder shall be in writing and
shall be deemed to have been given if delivered personally or by confirmed telecopy to
the parties at the following addresses (or at such other address for such party as shall
be specified in like notice):  



	  	         15.3.1  	  	if
to LoJack or LoJack Exchangeco, at:  







	  	
LoJack Corporation

200 Lowder Brook Drive, Suite 1000

Westwood, MA  02090



Attention:            Thomas M. Camp, Vice President Corporate Development

Telecopier No.:    (781) 251-4650



and



Attention:            Thomas Wooters, Executive Vice President

                               and General Counsel

Telecopier No.:    (781) 251-4655 










-32-




	  	         15.3.2  	  	if to the Trustee, at:



Computershare Trust Company of Canada

1500 University Street, Suite 700

Montreal, Quebec  H3A 3S8



Attention:      Manager, Corporate Trust

Telecopier.:    (514) 982-7677






                Any
notice or other communication given personally shall be deemed to have been given and
received upon delivery thereof and if given by telecopy shall be deemed to have been
given and received on the date of receipt thereof unless such day is not a Business Day
in which case it shall be deemed to have been given and received upon the immediately
following Business Day.  




	15.4  	   	Notice
to Beneficiaries  






                Any
and all notices to be given and any documents to be sent to any Beneficiaries may be
given or sent to the address of such Beneficiary shown on the register of holders of
Exchangeable Shares in any manner permitted by the by-laws of LoJack Exchangeco from time
to time in force in respect of notices to shareholders and shall be deemed to be received
(if given or sent in such manner) at the time specified in such by-laws, the provisions
of which by-laws shall apply mutatis mutandis to notices or documents as aforesaid sent
to such Beneficiaries.  




	15.5  	   	Counterparts  






                This
Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same instrument.  




	15.6  	   	Jurisdiction  






                This
Agreement shall be construed and enforced in accordance with the laws of the Province of
Quebec and the laws of Canada applicable therein.  




	15.7  	   	Attornment  






                Each
of the Trustee, LoJack and LoJack Exchangeco agrees that any action or proceeding arising
out of or relating to this Agreement may be instituted in the courts of Quebec, waives
any objection which it may have now or hereafter to the venue of any such action or
proceeding, irrevocably submits to the jurisdiction of the said courts in any such action
or proceeding, agrees to be bound by any judgment of the said courts and not to seek, and
hereby waives, any review of the merits of any such judgment by the courts of any other
jurisdiction and LoJack hereby appoints LoJack Exchangeco at its registered office in the
Province of Quebec as attorney for service of process.  



[Remainder of the page
intentionally left blank]  








-33-




                IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of
the date first above written.  



	  	
LOJACK CORPORATION





By:  /s/ Ronald J. Rossi



LOJACK EXCHANGECO CANADA INC.





By:  /s/ Ronald J. Rossi



COMPUTERSHARE TRUST COMPANY OF CANADA





By:  /s/ Tina F. Vidale





By:  /s/ Louis-Phillipe Marineau