FIFTH AMENDMENT TO LOAN AGREEMENT

         This Fifth Amendment to Loan Agreement (this "Amendment") is entered
into as of October 29, 2004 by and among:


                  CITIZENS BANK OF MASSACHUSETTS (the "Lender") a Massachusetts
         state chartered bank with offices at 28 State Street, Boston,
         Massachusetts 02109,

                  and

                  LOJACK CORPORATION (in such capacity, the "Lead Borrower"), a
         Massachusetts corporation with its principal executive offices at 200
         Lowder Brook Drive, Suite 1000, Westwood, Massachusetts 02090, as agent
         for the following (individually, a "Borrower" and collectively, the
         "Borrowers"):

                  LOJACK CORPORATION, a Massachusetts corporation with its
                  principal executive offices at 200 Lowder Brook Drive, Suite
                  1000, Westwood, Massachusetts 02090,

                  LOJACK INTERNATIONAL CORPORATION, a Delaware corporation with
                  its principal executive offices at 200 Lowder Brook Drive,
                  Suite 1000, Westwood, Massachusetts 02090,

                  LOJACK GLOBAL LLC, a Delaware limited liability company with
                  its principal executive offices at 200 Lowder Brook Drive,
                  Suite 1000, Westwood, Massachusetts 02090,

                  LOJACK OPERATING COMPANY, L.P., a Delaware limited partnership
                  with its principal executive offices at 200 Lowder Brook
                  Drive, Suite 1000, Westwood, Massachusetts 02090,

                  VEHICLE RECOVERY SYSTEMS COMPANY, a corporation organized
                  under the laws of the province of Nova Scotia, Canada with its
                  principal executive offices at 200 Lowder Brook Drive, Suite
                  1000, Westwood, Massachusetts 02090.

in consideration of the mutual covenants contained herein and the benefits to be
derived herefrom. Unless otherwise specified herein, all capitalized terms shall
have the same meaning as set forth in the Loan Agreement (as hereinafter
defined).

                               W I T N E S S E T H

         WHEREAS, the Borrowers executed and delivered to the Lender a certain
Loan Agreement dated June 21, 2002, as amended by a certain First Amendment to
Loan Agreement dated July 30, 2002, as further amended by a certain Second
Amendment to Loan Agreement dated November 6, 2002, as further amended by a
certain Amendment No. 1 to Loan Agreement and Consent dated January 8, 2003, as
further amended by a certain Third Amendment to Loan Agreement dated January 21,
2003, and as further amended by a certain Fourth Amendment to Loan Agreement
dated June 8, 2004 (as amended, the "Loan Agreement"); and

         WHEREAS, the Borrowers and the Lender have agreed to further amend the
Loan Agreement in order to, among other things, (i) reduce the amount of the
facility from $10,000,000 to $5,000,000, (ii) acknowledge that the loan facility
is now a demand facility and, accordingly, any outstanding loans or

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advances thereunder shall be repaid upon the Lender's demand, (iii) acknowledge
that any further loans and advances made under the facility shall be at the sole
discretion of the Lender in each instance, and (iv) eliminate certain covenants,
including, without limitation, the financial performance covenants; and

         WHEREAS, the Borrowers have determined that this Amendment is in the
Borrowers' best interests.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       The Borrowers hereby certify to the Lender that, to the best of each
         Borrower's knowledge and belief after due inquiry, the representations
         and warranties contained in the Loan Agreement are true as of the date
         hereof.

2.       The Loan Agreement is hereby amended by deleting the definition of
         "Maturity Date" appearing in Article 1 thereof in its entirety.

3.       The Loan Agreement is hereby amended by deleting the definition of
         "Revolving Credit Ceiling" appearing in Article 1 thereof in its
         entirety and inserting in lieu thereof the following:

                  "        "Revolving Credit Ceiling":        $5,000,000.00."

4.       The Loan Agreement is hereby amended by deleting the definition of
         "Termination Date" appearing in Article 1 thereof in its entirety and
         inserting in lieu thereof the following:

                  "        "Termination Date":       The earliest of (a) the
                  occurrence of any event described in Section 6:6-11 or (b)
                  the Lender's demand for payment in full."

5.       The Loan Agreement is hereby amended by deleting Section 2:2-2 thereof
         in its entirety and inserting in lieu thereof the following:

                  "2-2     No Commitment to Lend; Demand Facility.

                           (a) Notwithstanding anything to the contrary
                  contained in this Agreement, the Lender shall have no
                  obligation to make any loan or advance hereunder or issue any
                  L/Cs. The Lender and the Borrowers hereby acknowledge and
                  agree that the Lender's agreement to make any loans, advances
                  or other financial accommodations hereunder is discretionary
                  in each instance. Accordingly, there shall be no recourse to
                  the Lender, nor liability of the Lender, on account of any
                  delay in the Lender's making of, and/or any decline by the
                  Lender to make, any loan, advance or other financial
                  accommodation requested hereunder.

                           (b) In addition, and notwithstanding anything to the
                  contrary contained herein, the Borrowers hereby acknowledge
                  and agree that all loans, advances and other financial
                  accommodations made hereunder are repayable ON DEMAND.
                  Accordingly, upon the Lender's demand, Borrower shall
                  immediately pay to the Lender the full amount of all
                  Liabilities (including, without limitation, the outstanding
                  the face amount of any issued, but undrawn, L/Cs, which
                  amounts shall be held by the Lender as cash collateral for any
                  such issued, but undrawn, L/Cs pursuant to documentation
                  satisfactory to the Lender), any other amounts due on the
                  Termination Date as described in Section 9-2, and any other
                  amounts due hereunder."

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6.       The Loan Agreement is hereby amended by deleting Section 2:2-7 thereof
         in its entirety and inserting in lieu thereof the following:

                  "2-7. The Revolving Credit Note. The Borrowers' obligation to
                  repay loans and advances under the Revolving Credit, with
                  interest as provided herein, shall be evidenced by a demand
                  note (the "Revolving Credit Note") in the form of EXHIBIT
                  2:2-7, annexed hereto, executed by each Borrower. Neither the
                  original nor a copy of the Revolving Credit Note shall be
                  required, however, to establish or prove any Liability. In the
                  event that the Revolving Credit Note is ever lost, mutilated,
                  or destroyed, each Borrower shall execute a replacement
                  thereof and deliver such replacement to the Lender."

7.       The Loan Agreement is hereby amended by deleting Section 2:2-14(b)(ii)
         thereof in its entirety and inserting in lieu thereof the following:

                  "(ii) The expiry of the L/C is not later than the earlier of:

                            (A) Standby's: One (1) year from initial issuance.
                            (B) Documentary's: Sixty (60) days from issuance."

8. The Loan Agreement is hereby amended by deleting the following Sections
thereof in their entirety:

                  Section 4:4-4
                  Section 4:4-5
                  Section 4:4-16
                  Section 4:4-17
                  Section 4:4-18
                  Section 4:4-19
                  Section 4:4-20
                  Section 5:5-8

9.       The Loan Agreement is hereby amended by adding the following sentence
         at the end of Article 6 thereof:

                  " Nothing contained in this Article, or elsewhere in this
                  Agreement, shall affect the demand nature of all loans,
                  advances, and other financial accommodations made hereunder,
                  as such Liabilities are, by their terms, demand obligations."

10.      The Loan Agreement is hereby amended by deleting Exhibit 2:2-7 thereto
         in its entirety and inserting in lieu thereof Exhibit 2:2-7 hereto.

11.      The Loan Agreement is hereby amended wherever necessary to reflect the
         changes described above.

12.      The Borrowers acknowledge and agree that the Borrowers have no offsets,
         defenses, claims or counterclaims against the Lender with respect to
         the Loan Agreement, this Amendment or any other document, instrument or
         agreement executed and delivered by the Borrowers to the Lender in
         connection therewith and, to the extent that the Borrowers have any
         such offsets, defenses, claims or counterclaims, each Borrower hereby
         affirmatively WAIVES any such offsets,

                                      -3-
<PAGE>

         defenses, claims or counterclaims and specifically RELEASES the Lender
         from any such liability on account thereof.

13.      This Amendment and all other documents, instruments or agreements
         executed in connection herewith incorporate all discussions and
         negotiations between the Borrowers and the Lender, either expressed or
         implied, concerning the matters included herein, any statute, custom,
         or usage to the contrary notwithstanding. No such discussions or
         negotiations shall limit, modify or otherwise affect the provisions
         hereof. No modification, amendment, or waiver of any provision of this
         Amendment or the Loan Agreement or any provision under any other
         agreement, document or instrument between the Borrowers and the Lender
         shall be effective unless executed in writing by the party to be
         charged with such modification, amendment or waiver, and if such party
         be the Lender, then by a duly authorized officer thereof.

14.      Except as specifically modified herein, the Loan Agreement shall remain
         in full force and effect as originally written and the Borrowers hereby
         ratify and confirm all terms and conditions contained therein.

15.      This Amendment shall be construed in accordance with and governed by
         the laws of the Commonwealth of Massachusetts and shall take effect as
         a sealed instrument.




                                      -4-
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         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.


                                       Lead Borrower:

                                       LOJACK CORPORATION


                                       By  /s/ Keith Farris
                                          -------------------------------------
                                                  Duly Authorized

                                       Print Name:  Keith Farris
                                       Title:  Chief Financial Officer


                                       Borrowers:

                                       LOJACK CORPORATION


                                       By  /s/ Keith Farris
                                          -------------------------------------
                                                  Duly Authorized

                                       Print Name:  Keith Farris
                                       Title:  Chief Financial Officer


                                       LOJACK INTERNATIONAL CORPORATION


                                       By  /s/ Keith Farris
                                          -------------------------------------
                                                  Duly Authorized

                                       Print Name:  Keith Farris
                                       Title:  Chief Financial Officer

                                       LOJACK GLOBAL LLC

                                       By:   LOJACK CORPORATION, its sole Member


                                       By  /s/ Keith Farris
                                          -------------------------------------
                                                  Duly Authorized

                                       Print Name:  Keith Farris
                                       Title:  Chief Financial Officer

                                      -5-
<PAGE>


                                       LOJACK OPERATING COMPANY, L.P.

                                       By:   LOJACK CORPORATION, its General
                                              Partner


                                       By  /s/ Keith Farris
                                          -------------------------------------
                                                  Duly Authorized

                                       Print Name:  Keith Farris
                                       Title:  Chief Financial Officer


                                       VEHICLE RECOVERY SYSTEMS COMPANY


                                       By  /s/ Keith Farris
                                          ------------------------------------
                                                  Duly Authorized

                                       Print Name:  Keith Farris
                                       Title:  Chief Financial Officer



                                       Lender:

                                       CITIZENS BANK OF MASSACHUSETTS


                                       By  /s/ David Farwell
                                          -------------------------------------
                                                  Duly Authorized

                                       Print Name:  David Farwell
                                       Title:  Vice President




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