Exhibit 10.2


                        ORLANDO ASSET PURCHASE AGREEMENT


                                  by and among


                                 TELETRAC, INC.

                             TELETRAC LICENSE, INC.


                                       and

                               ITURAN U.S.A., INC.

                        ITURAN LOCATION AND CONTROL LTD.




                           Dated as of January 1, 2000



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                                TABLE OF CONTENTS

I.  SALE AND TRANSFER OF ORLANDO ASSETS.....................................5

   SECTION 1.01.  Sale of Assets............................................5
   SECTION 1.02.  Nonassignable Contracts...................................6
   SECTION 1.03.  Certain FCC Licenses......................................6
   SECTION 1.04.  Instruments of Conveyance and Transfer....................6
   SECTION 1.05.  Rights of Sellers to Conduct Business.....................6

II.  LIABILITIES............................................................7

   SECTION 2.01.  Liabilities...............................................7

III.  [INTENTIONALLY OMITTED]...............................................8


IV.  CLOSING, PURCHASE PRICE, LIABILITIES, ETC..............................8

   SECTION 4.01.  Closing...................................................8
   SECTION 4.02.  Purchase Consideration....................................8

V.  REPRESENTATIONS AND WARRANTIES..........................................8

   SECTION 5.01.  Representations and Warranties of the Sellers.............8
   SECTION 5.02.  Organization, Power; Capacity.............................8
   SECTION 5.03.  Authorization of Agreements...............................8
   SECTION 5.04.  Title to Properties, Absence of Liens and Encumbrances....9
   SECTION 5.05.  Effect of Agreements......................................9
   SECTION 5.06.  Licenses..................................................9
   SECTION 5.07.  Condition and Operation of Assets........................10
   SECTION 5.08.  Contracts................................................10
   SECTION 5.09.  Compliance with Laws; Required Consents..................10
   SECTION 5.10.  Insurance................................................11
   SECTION 5.11.  Radio Waves..............................................11
   SECTION 5.12.  Broker's or Finder's Fees................................11
   SECTION 5.13.  Customer Contracts.......................................11
   SECTION 5.14.  Orlando Business.........................................11
   SECTION 5.15.  No Additional Warranties.................................12
   SECTION 5.16.  Representations and Warranties of the Buyer..............12
   SECTION 5.17.  Organization, Corporate Power, Etc.......................12
   SECTION 5.18.  Authorization of Agreements..............................12
   SECTION 5.19.  Effect of Agreements.....................................12
   SECTION 5.20.  Broker's or Finder's Fees................................13

VI.  CONDUCT PRIOR TO THE CLOSING..........................................13

   SECTION 6.01.  Investigation by Buyer...................................13
   SECTION 6.02.  Ongoing Operations.......................................13
   SECTION 6.03.  Conduct of Business......................................13
   SECTION 6.04.  Other Transactions.......................................14
   SECTION 6.05.  Consents.................................................14
   SECTION 6.06.  Public Announcements.....................................14
   SECTION 6.07.  Notification.............................................14

VII.  COVENANTS............................................................14

   SECTION 7.01.  Covenant of Sellers; Noncompetition......................15


<PAGE>


VIII.  CONSENTS, ETC.......................................................16

   SECTION 8.01.  FCC Assignment Consent...................................16
   SECTION 8.02.  Notice of Proceedings....................................16
   SECTION 8.03.  Consummation of Agreement................................16
   SECTION 8.04.  Updating of Information..................................17

IX.  OTHER CONDITIONS PRECEDENT............................................17

   SECTION 9.01.  Conditions Precedent to Obligations of the Buyer.........17
   SECTION 9.02.  Conditions Precedent to Obligations of the Sellers.......18

X.  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION...........................19

   SECTION 10.01.  Survival of Representations.............................19
   SECTION 10.02.  General Indemnity.......................................19
   SECTION 10.03.  Conditions of Indemnification...........................20

XI.  TERMINATION AND ABANDONMENT...........................................21

   SECTION 11.01.  Termination.............................................21
   SECTION 11.02.  Procedure and Effect of Termination.....................21

XII.  MISCELLANEOUS........................................................22

   SECTION 12.01.  Service of Process......................................22
   SECTION 12.02.  Bulk Transfer Laws......................................22
   SECTION 12.03.  Expenses, Etc...........................................22
   SECTION 12.04.  Execution in Counterparts...............................22
   SECTION 12.05.  Notices.................................................22
   SECTION 12.06.  Waivers.................................................23
   SECTION 12.07.  Amendments, Supplements, Etc............................23
   SECTION 12.08.  Entire Agreement........................................24
   SECTION 12.09.  Governing Law; Jurisdiction and Forum...................24
   SECTION 12.10.  Binding Effect; Benefits................................24
   SECTION 12.11.  Assignability...........................................24
   SECTION 12.12.  Further Assurances......................................25
   SECTION 12.13.  Certain Definitions.....................................25


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                         INDEX TO EXHIBITS AND SCHEDULES



EXHIBIT        DESCRIPTION

   A           License Agreement

   B           Form of Bill of Sale, Assignment and Assumption Agreement

   C           Form of FCC Opinion




SCHEDULE       DESCRIPTION

1.01(a)(i)     Tangible Property, etc.
1.01(a)(ii)    Contracts; Licenses; Leases; etc.
1.01(a)(iii)   Customer Contracts
6.01           Liens



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<PAGE>

                        ORLANDO ASSET PURCHASE AGREEMENT


          ORLANDO ASSET PURCHASE AGREEMENT,  dated as of January 1, 2000, by and
among TELETRAC, INC., a Delaware corporation ("TI"), TELETRAC LICENSING, INC., a
Delaware  corporation and a wholly owned  subsidiary of TI ("TLI"),  (TI and TLI
are sometimes  hereinafter referred to together as the "Sellers" or individually
as a "Seller") and ITURAN U.S.A.,  INC., a Delaware  corporation  (the "Buyer"),
and ITURAN  LOCATION AND CONTROL LTD., a corporation  existing under the laws of
Israel, as guarantor ("guarantor").

          WHEREAS,  the  parties  to this  Agreement  are  parties  to an  Asset
Purchase  and Option  Agreement  dated as of June 9, 1999 (the  "Asset  Purchase
Agreement") pursuant to which acquired certain of the assets and assumed certain
of the  liabilities of Teletrac with respect to TI's vehicle  location  services
business in the New York metropolitan area and the Washington, D.C. metropolitan
area and obtained an option to acquire TI's vehicle location  services  business
in the Miami  metropolitan area (the "Miami Option") (the business  conducted in
the New York and Washington D.C.  metropolitan areas hereinafter  referred to as
the  "Business"  and the  business  conducted  in the  Miami  metropolitan  area
hereinafter referred to as the "Miami Business"); and

          WHEREAS,  the  parties  to this  Agreement  are  parties  to an Option
Agreement dated as of November 8, 1999 (the "Orlando Option Agreement") pursuant
to which the Buyer acquired an option to acquire TI's vehicle location  services
business in the Orlando  metropolitan  area (the "Orlando Option") (the business
conducted  in the  Orlando  metropolitan  area  hereinafter  referred  to as the
"Orlando Business"); and

          WHEREAS,  the Buyer has delivered the Orlando Option  Exercise  Notice
pursuant to Section 1.1 of the Orlando  Option  Agreement  and the Buyer and the
Sellers desire to enter into this Agreement; and

          WHEREAS,  TLI  holds the  Federal  Communications  Commission  ("FCC")
licenses utilized in the Orlando Business (the "Orlando FCC Licenses"); and

          WHEREAS,  the  Sellers  desire  to sell to the  Buyer,  and the  Buyer
desires to purchase from the Seller,  certain  Orlando  Assets and properties of
the Sellers used exclusively in the Orlando Business,  subject to the assumption
by the Buyer of specified  liabilities of the Sellers,  on the terms and subject
to the conditions set forth herein; and

          WHEREAS,  TLI desires to transfer to the Buyer,  and the Buyer desires
to obtain from TLI,  the  Orlando  FCC  Licenses on the terms and subject to the
conditions set forth herein; and

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants herein contained, the parties hereby agree as follows:


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<PAGE>


                     I. SALE AND TRANSFER OF ORLANDO ASSETS

          SECTION 1.01.  SALE OF ORLANDO  ASSETS. (a) Subject to and in reliance
on the  representations,  warranties and agreements set forth herein and further
subject to Sections  1.02 and 1.03,  and on the other terms and  conditions  set
forth herein, on the Orlando Closing Date (as hereinafter defined),  the Sellers
shall  sell,  convey,  transfer,  assign and  deliver to the Buyer and the Buyer
shall purchase from the Sellers, for the purchase price set forth in Articles II
and IV hereof,  the following  assets and  properties  of the Orlando  Business,
except those assets  excluded  pursuant to paragraph  (b) below (said assets and
properties so to be sold,  conveyed,  transferred,  assigned and delivered being
hereinafter collectively called the "Orlando Assets"):

               (i) all tangible personal property, inventories, machinery,
          equipment, supplies, tools and fixtures, including seventeen (17) Base
          Stations, set forth on Schedule 1.01(a)(i) hereto;

               (ii) the  rights  of the  Sellers  under  all  contracts,
          agreements,  licenses,  Orlando FCC  Licenses,  leases,  sales orders,
          purchase orders and other  commitments  relating to the Orlando Assets
          or the Orlando Business set forth in Schedule  1.01(a)(ii) hereto (the
          "Assumed Contracts");

               (iii)  all  customer  lists,  customer  invoices,   drafts  and
          other documents and materials relating to customer  transactions under
          contracts  relating to RLS services provided to consumer  customers of
          the  Orlando  Business  (other than  contracts  for  commercial  fleet
          maintenance services) with respect to the Orlando Business; and

               (iv) all rights,  title and interests of the Sellers  under
          contracts  relating to RLS services provided to consumer  customers of
          the  Orlando  Business  listed on  Schedule  1.01(a)(iii)  hereto (the
          "Customer Contracts").

          (b) Anything  herein  contained to the contrary  notwithstanding,  the
Buyer and Sellers  expressly agree and  acknowledge  that any Orlando Assets not
enumerated on Schedules  1.01(a)(i),  (ii) and (iii) are  specifically  excluded
from the Orlando Assets and shall be retained by the Sellers, including, without
limitation the following:

               (i) all cash and  accounts  receivable  held by the  Sellers as
     of the Orlando Closing Date;

               (ii) the minute books,  stock records and related  corporate
     records  of  the  Sellers  (provided,  however,  that  Sellers  shall  make
     available to Buyer all books and records  relating to the Orlando Assets or
     copies thereof);

               (iii) all rights,  title and interest to any and all intellectual
     property  of  the  Sellers   (including  without  limitation  to  the  name


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<PAGE>

     "Teletrac")  (it  being  understood  that the grant of rights in and to the
     intellectual  property  of the  Sellers  to the Buyer  should  be  governed
     exclusively by the License  Agreement  dated July 13, 1999, as amended,  by
     and among the parties hereto); and

               (iv) all right,  title and  interests in Sellers  pursuant to
     contracts for commercial fleet maintenance services.

          SECTION 1.02.  NONASSIGNABLE CONTRACTS. Nothing in this Agreement
shall be  construed  as an attempt  or  agreement  to assign  (i) any  contract,
agreement,  license, lease, sales order, purchase order or other commitment that
shall be nonassignable without the consent of the other party or parties thereto
unless  such  consent  shall have been given,  (ii) any  contract or claim as to
which all the remedies for the enforcement  thereof enjoyed by the Sellers would
not pass to the Buyer as an incident  of the  assignments  provided  for by this
Agreement,  unless such consent of such other party or parties shall be obtained
or (ii) any Asset subject to a Lien. In order,  however,  that the full value of
every  contract and claim of the character  and Asset  described in clauses (i),
(ii) and  (iii)  above and all  claims  and  demands  on such  contracts  may be
realized,  Sellers  will use  commercially  reasonable  efforts  to  obtain  (a)
approval for the assignments, (b) the execution of novation agreements, (c) TI's
subcontracting  of all of its rights and  obligations  under any such  contract,
agreement or other commitment to the Buyer or one of its Affiliates, as the case
may be, or (d) removal of any such Lien on any of the Assets.  In the event that
Sellers  shall be unable to obtain the consents or releases  referred to herein.
Buyer and Sellers  expressly agree that Sellers shall extend to Buyer all of the
benefits of their rights under all such contracts  provided that Buyer agrees to
indemnify  Sellers  for  all of  Sellers'  contractual  obligations  under  such
contracts to the extent provided in Article II of this Agreement.

          SECTION  1.03.  CERTAIN  ORLANDO FCC  LICENSES. TLI and Buyer  hereby
expressly  agree and acknowledge  that the Orlando FCC Licenses  relating to the
Orlando  Business set forth on Schedule  1.01(a)(i)  hereto are not transferable
without  prior  approval of the FCC. TLI  covenants  and agrees that it will use
commercially  reasonable  efforts to promptly transfer such Orlando FCC Licenses
to Buyer at Sellers' sole cost and expense.

          SECTION  1.04.  INSTRUMENTS  OF CONVEYANCE  AND  TRANSFER.  Subject to
Section 1.02, on the Orlando Closing Date,  Sellers shall execute and deliver to
the  Buyer  (i) a bill of sale in the form  included  in the form of the Bill of
Sale, Assignment and Assumption Agreement annexed hereto as Exhibit B (the "Bill
of Sale"),  and (ii) such other  documents of transfer that Buyer may reasonably
request,  transferring  to the Buyer the  properties  and  Orlando  Assets to be
acquired by the Buyer under the terms of this Agreement.

          SECTION  1.05.  RIGHTS  OF  SELLERS  TO  CONDUCT  ORLANDO   BUSINESS.
Notwithstanding anything contained in this Agreement to the contrary, and except
as provided in Section 7.01 of this  Agreement,  Buyer and Sellers  hereby agree
and  acknowledge  that  neither  this  Agreement  nor  any of  the  transactions
contemplated  hereby,  shall impair,  hinder or prevent  Sellers from operating,
owning or conducting any business that would compete directly or indirectly with
the Orlando Business or the Orlando Assets.


                                      -6-
<PAGE>



                                 II. LIABILITIES

          SECTION 2.01.  LIABILITIES. (a) As additional consideration hereunder,
on the Orlando Closing Date, and subject to the conditions  provided in Articles
III and IX hereof, the Buyer will assume and agree to pay, perform and discharge
when due,  all  obligations  of TI under the  contracts  set forth in  Schedules
1.01(a)(ii)  and  1.01(a)(iii)  hereto,  in each case solely to the extent to be
performed after the Orlando Closing Date.

               (b)  Notwithstanding  anything else to the contrary  contained
herein,  Buyer is not  assuming and shall not be liable for any  liabilities  of
Sellers  which shall not have been  assigned to or assumed by Buyer  pursuant to
this Agreement,  including  liabilities (i) for indebtedness for borrowed money;
(ii) by reason of or  arising  out of any  default  or breach by  Sellers of any
contract  relating to any period  prior to the  Orlando  Closing  Date,  for any
penalty against either Seller under any contract relating to any period prior to
the Orlando  Closing Date, or relating to or arising out of any event  occurring
prior to the Orlando Closing Date which with the passage of time or after giving
of notice,  or both, would constitute or give rise to such a breach,  default or
penalty,  whether or not such contract is being assigned to and assumed by Buyer
pursuant to this Agreement;  (iii) the existence of which would conflict with or
constitute  a breach of any  representation,  warranty or  agreement  of Sellers
contained  herein;  (iv) for fees and  expenses  referred  to in  Section  12.03
hereof;  (v)  relating  to the  execution,  delivery  and  consummation  of this
Agreement or the Ancillary  Agreements (as defined  below) and the  transactions
contemplated  hereby and thereby,  including,  without  limitation,  any and all
Taxes incurred as a result of the sale contemplated by this Agreement;  (vi) for
any Taxes accrued or incurred  prior to the Orlando  Closing Date or relating to
any period (or portion of a period) prior thereto;  (vii) relating to or arising
out of any  violation  of any  Environmental  Law or any other Law  relating  to
health and safety of the public or the employees of Sellers prior to the Orlando
Closing  Date;  (viii)  relating  to, or arising  out of,  services  rendered by
Sellers,  or the  conduct or  operation  of the  Orlando  Business  prior to the
Orlando Closing Date (except to the extent Buyer has agreed to reimburse Sellers
for such  expenses);  and (ix) of  Sellers  arising  under or  pursuant  to this
Agreement or the Ancillary  Agreements;  and provided further,  that Buyer shall
have the right not to assume any  contract  if any party to such  contract is in
breach thereof or default thereunder as of the Orlando Closing Date or there has
occurred any event which with the passage of time or after giving of notice,  or
both, would become such a breach or default.  Buyer shall not assume or be bound
by any  liabilities  of Sellers,  except as expressly  assumed by it pursuant to
this  Agreement.  Sellers hereby agree to indemnify and hold Buyer harmless from
and against any and all liabilities of Sellers not agreed to be assumed by Buyer
pursuant to this Agreement. Nothing contained in this Section 2.01 shall relieve
or release Sellers or Buyer from any obligations under covenants,  warranties or
agreements contained in this Agreement.


                          III. [INTENTIONALLY OMITTED]


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<PAGE>


                 IV. CLOSING, PURCHASE PRICE, LIABILITIES, ETC.

          SECTION 4.01.  CLOSING.  The closing (the  "Orlando  Closing") of the
transactions  contemplated  by this Agreement shall take place at the offices of
Reboul,  MacMurray,  Hewitt,  Maynard & Kristol, 45 Rockefeller Plaza, New York,
New York 10111, not later than three business days following  receipt of the FCC
Assignment  Consent (as hereinafter  defined) which, at the option of the Buyer,
shall become a Final Order (as defined  below) or such other date as the parties
may  mutually  agree  (such date and time of  closing  being  herein  called the
"Orlando Closing Date").

          SECTION 4.02. PURCHASE  CONSIDERATION.  In full consideration for the
sale,  conveyance,  transfer,  assignment  and delivery of the Orlando Assets as
described herein, the Buyer on the Orlando Closing Date will pay to the Sellers,
by certified or bank cashier's  check or by means of wire  transfer,  the sum of
$2,000,000.

                        V. REPRESENTATIONS AND WARRANTIES

          SECTION 5.01.  REPRESENTATIONS  AND  WARRANTIES  OF THE SELLERS.  The
Sellers, jointly and severally, represent and warrant to the Buyer as follows:

          SECTION 5.02.  ORGANIZATION, POWER; CAPACITY. As of the Orlando
Closing Date, each Seller is a corporation duly organized,  validly existing and
in good standing under the laws of Delaware and is duly licensed or qualified to
do a foreign  corporation in each  jurisdiction in which it is required to be so
qualified with respect to the operations of the Orlando  Business,  except where
the  failure to be so licensed or  qualified  would not have a material  adverse
effect on the  properties,  operations  or condition of the Orlando  Business (a
"Material Adverse Effect").  As of the Orlando Closing Date, each Seller has all
requisite corporate power and authority to own, operate and lease its properties
and  Orlando  Assets,  to  carry  on its  Orlando  Business  as it is now  being
conducted and to execute and deliver this Agreement and each Ancillary Agreement
(as  hereinafter  defined) to which it is a party and to perform its obligations
hereunder and thereunder.

          SECTION  5.03.  AUTHORIZATION  OF  AGREEMENTS.  As of the  date of the
Orlando  Closing  Date,  the  execution  and  delivery  by each  Seller  of this
Agreement and each of the Bill of Sale and the other  agreements and instruments
contemplated hereby (collectively,  the "Ancillary  Agreements") to which either
Seller is a party,  and the  consummation  by each  Seller  of the  transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  requisite
corporate  action,  and no action by the  shareholder or  shareholders of either
Seller is  required  in  connection  herewith  or  therewith.  As of the Orlando
Closing Date,  this Agreement has been duly and validly  executed by each Seller
and,  subject to due execution by any other  parties  thereto,  constitutes  the
legal,  valid and binding  obligation of each Seller,  enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization and
moratorium laws and other laws of general application  affecting the enforcement
of creditors' rights  generally.  As of the Orlando Closing Date, each Ancillary
Agreement to which either Seller is a party, when duly executed and delivered in
accordance  with this  Agreement,  subject to due execution by any other parties
thereto,  will constitute a legal,  valid and binding obligation of such Seller,


                                      -8-
<PAGE>

enforceable  in  accordance  with its  respective  terms,  subject to applicable
bankruptcy,  insolvency,  reorganization  and moratorium  laws and other laws of
general application affecting the enforcement of creditors' rights generally.

          SECTION 5.04.  TITLE TO PROPERTIES, ABSENCE OF LIENS AND ENCUMBRANCES.
As of the Orlando Closing Date, the Seller will have good and valid title to all
of the  Orlando  Assets,  in each  case free and  clear of all  liens,  charges,
security interests or other  encumbrances of any nature  whatsoever,  except for
permitted  encumbrances  relating to security interests  originally  asserted by
Raycal effecting  certain  equipment (the "Encumbered  Equipment") as more fully
set forth on Schedule 5.04 hereof.  As of the Orlando  Closing Date,  all leases
and  contracts  to be  assigned  to Buyer  shall be in full force and effect and
enforceable in accordance with their terms.

          SECTION 5.05.  EFFECT OF AGREEMENTS.  As of the Orlando  Closing Date,
the execution and delivery by each Seller of this  Agreement and each  Ancillary
Agreement to which such Seller is a party, and the performance by each Seller of
its  respective  obligations  hereunder  and  thereunder,  will not  violate any
provision of law, rule or regulation, any order, judgment or decree of any court
or other governmental agency or any arbitrator  applicable to such Seller or the
Orlando Assets,  the articles of incorporation  or by-laws of either Seller,  or
any indenture, agreement, or other instrument to which either Seller is a party,
or by which either Seller or any of the Orlando Assets, is bound or affected, or
conflict with,  result in a breach of or constitute (with due notice or lapse of
time  or  both)  a  default  under,  any  such  indenture,  agreement  or  other
instrument,  or result  in the  creation  or  imposition  of any  lien,  charge,
security  interest  or  encumbrance  of any  nature  whatsoever  upon any of the
Orlando Assets, except for such violations, conflicts, breaches or defaults that
would not,  either  individually  or in the aggregate,  have a Material  Adverse
Effect.

          SECTION 5.06.  LICENSES.  As of the date of the Orlando  Closing Date,
TLI is the holder of the Orlando  FCC  Licenses  listed on Schedule  1.01(a)(ii)
hereto with respect to the Orlando  Business,  true and correct  copies of which
have been  delivered to Buyer.  As of the Orlando  Closing  Date,  such licenses
constitute all of the Orlando FCC Licenses, permits and authorizations necessary
for the  operation of the Orlando  Business as now  operated.  As of the date of
this  Agreement and the Orlando  Closing Date, TLI legally and validly holds all
of the  Orlando  FCC  Licenses,  all of which are  valid  and in full  force and
effect.  As of the date of this Agreement and the Orlando Closing Date, there is
not pending,  or to the knowledge of either Seller threatened,  any action by or
before any governmental  authority brought by FCC to revoke,  cancel, rescind or
modify any of such Orlando FCC  Licenses  (other than  proceedings  to amend FCC
rules of general applicability),  and there is not issued or outstanding, or, to
the knowledge of either Seller,  pending or threatened by or before the FCC, any
order to show  cause,  notice of  violation,  notice of apparent  liability,  or
notice of forfeiture or complaint by the FCC against  either Seller with respect
to  the  Orlando  Assets,   other  than  regularly   scheduled  license  renewal
proceedings.  As of the Orlando Closing Date, the Orlando  Business is operating
in  compliance  in all material  respects  with such Orlando FCC  Licenses,  the
Communications  Act of 1934,  as amended  (the  "Communications  Act"),  and the
current rules,  regulations,  and policies of the FCC. As of the Orlando Closing
Date,  certain  of the  Orlando  FCC  Licenses  expire  on the date set forth in


                                      -9-
<PAGE>

Schedule  1.01(a)(ii)  hereto and neither  Seller has  received  notice that any
third  party or the FCC  intends  to oppose  any  renewals  of any  Orlando  FCC
License.

          SECTION 5.07.  CONDITION AND  OPERATION OF ORLANDO  ASSETS.  As of the
Orlando Closing Date, all tangible Orlando Assets (including  without limitation
all buildings,  towers,  antennae,  fixtures and improvements owned or leased by
either  Seller  with  respect  to  the  Orlando  Business  and  any  heating  or
air-conditioning equipment, plumbing, electrical and other mechanical facilities
and the roof,  walls and other  structural  components of the property  owned or
leased by either Seller with respect to the Orlando Business) are in good repair
and operating condition,  ordinary wear and tear excepted and are functioning in
the manner and for the purpose for which they were  intended.  As of the Orlando
Closing  Date,  all real  property  owned or  leased by  either  Seller  and all
tangible  Orlando  Assets,  and either  Sellers' use of the same,  comply in all
material respects with all applicable ordinances and regulations and building or
other laws. As of the Orlando Closing Date, each Seller has access to all leased
or owned real property  included in the Orlando Assets pursuant to valid leases,
easements  or  public  rights  of  way.  As of  the  Orlando  Closing  Date,  no
condemnation   proceedings  are  pending  or,  to  either  Seller's   knowledge,
threatened with respect to any real estate owned or leased by either Seller with
respect to the Orlando Assets,  nor has any such property been condemned.  As of
the Orlando Closing Date, all real property owned or leased by either Seller and
all  tangible   Orlando   Assets  comply  in  all  material   respect  with  the
requirements,  standards,  rules  and  regulations  of the  FCC  and of the  FCC
Authorizations.  As of  the  Orlando  Closing  Date,  the  transmitting  systems
included  in the  Orlando  Assets are  operating  in all  material  respects  in
accordance with and within the parameters established by the FCC.

          SECTION  5.08.  CONTRACTS.  Schedule  1.01(a)(ii)  contains a true and
complete  list of all Assumed  Contracts  as of the Orlando  Closing  Date,  and
Sellers  have  delivered or made  available to the Buyer or its  representatives
complete and correct copies of all such Assumed Contracts, as the same have been
amended or modified from time to time. As of the date of this  Agreement and the
Orlando  Closing Date, all such Assumed  Contracts  listed on such Schedules are
valid,  in full force and effect,  binding and  enforceable  upon the applicable
Seller,  and, to the knowledge of either Seller, upon the other parties thereto,
in accordance with their respective terms.

          SECTION 5.09.  COMPLIANCE WITH LAWS; REQUIRED CONSENTS. As of the date
of this Agreement and the Orlando Closing Date, Sellers are in compliance in all
material  respects  with all laws,  rules and  regulations  of any  governmental
department,  commission,  board,  agency or instrumentality  having jurisdiction
over either Seller with respect to the operation of the Orlando Business. Except
for the approval of the FCC referred to herein,  as of the Orlando Closing Date,
no  approval,  consent,  authorization  or other  order of, and no  designation,
registration or qualification  with, any governmental  authority is required for
the consummation by either Seller of the transactions contemplated hereby.

          SECTION  5.10.  INSURANCE.  Sellers  shall keep the  tangible  Orlando
Assets  which are of an insurable  character  insured by  financially  sound and
reputable  insurers  against such hazards,  risks and liabilities to persons and
property to the extent and in the manner  customary for entities in the business
of owning and operating the Orlando Assets.  Sellers have delivered to the Buyer
a summary of all insurance  policies with respect to the Orlando  Assets and all


                                      -10-
<PAGE>

of said policies are in full force and effect,  and neither Seller is in default
of any provisions thereof.

          SECTION 5.11.  RADIO WAVES.  As of the date of this  Agreement and the
Orlando Closing Date, neither Seller has received notice of any claim by the FCC
relating to either  Seller's  transmission of radio waves in connection with the
operation of the Base Stations.

          SECTION 5.12.  BROKER'S OR FINDER'S FEES. All negotiations  relative
to this Agreement and the transactions contemplated hereby have been carried out
by the Sellers  directly with Buyer,  without the intervention of any persons on
behalf of the  Sellers  in such a manner to give rise to any claim by any person
against Buyer for a finder's fee, brokerage commission or similar payment.

          SECTION 5.13.  CUSTOMER  CONTRACTS.  Except for the Customer Contracts
listed on Schedule 1.02  (a)(iii),  TI is not a party to, or subject to or bound
by, any other Customer Contract with a customer of the Orlando Business.  Except
as set forth on Schedule 5.13 hereto,  each of the Customer Contracts is a valid
and subsisting  contract of all of the parties  thereto in full force and effect
without  modification;  Seller has  performed  all  obligations  required  to be
performed by it and is not in default  under any Customer  Contract and no event
has occurred  thereunder  which, with or without the lapse of time or the giving
of notice, or both, would constitute a default by it thereunder;  no other party
is in default under any such Customer Contract;  no Customer Contract is subject
to  unilateral  changes  in terms by any  other  party or  parties  thereto;  no
customer of Seller under any Customer  Contract has given notice of  termination
thereunder and Seller does not have any knowledge of any plans of termination.

          SECTION 5.14.  ORLANDO  BUSINESS.  As of the Orlando Closing Date, the
Assets,  the rights of the Sellers  under the  contracts  described  on Schedule
1.01(a)(ii),  the rights of the Sellers being  licensed  pursuant to the License
Agreement, the rights being transferred to the Buyer pursuant hereto, the rights
of the Sellers with respect to the FCC License and the services described in the
Sharing  and   Reimbursement   Agreement  entered  into  concurrently  with  the
consummation of this Agreement together  constitute all the necessary rights for
the Sellers to operate the Orlando  Business  consistent  with past practices of
the Sellers.

          SECTION 5.15.  NO ADDITIONAL WARRANTIES. OTHER THAN AS SPECIFICALLY
SET FORTH IN SECTION 5.01 THROUGH  SECTION 5.14,  NEITHER  SELLER NOR ANY PERSON
MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF SELLER. ALL
WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING  WARRANTIES OF  MERCHANTABILITY  AND
FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THE SALE AND TRANSFER OF THE
ACQUIRED ORLANDO ASSETS AND THE ASSUMED LIABILITIES.

          SECTION 5.16.  REPRESENTATIONS  AND WARRANTIES OF THE BUYER. The Buyer
represents and warrants to the Sellers as follows:


                                      -11-
<PAGE>


          SECTION  5.17.  ORGANIZATION,  CORPORATE  POWER,  ETC.  The Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of the  State of  Delaware.  The  Buyer has all  requisite  corporate  power and
authority to acquire,  own,  lease and operate its properties and to execute and
deliver this Agreement and each  Ancillary  Agreement to which it is a party and
to perform its obligations hereunder and thereunder.

          SECTION 5.18. AUTHORIZATION OF AGREEMENTS. The execution, delivery and
performance by the Buyer of this Agreement and each Ancillary Agreement to which
the Buyer is a party,  and the  consummation  by the  Buyer of the  transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  requisite
corporate action. This Agreement has been duly and validly executed by the Buyer
and,  subject to due  execution by any other  parties  hereto,  constitutes  the
legal, valid and binding obligation of the Buyer, enforceable in accordance with
its terms,  subject to applicable  bankruptcy,  insolvency,  reorganization  and
moratorium laws and other laws of general application  affecting the enforcement
of creditors' rights generally. Each Ancillary Agreement to which the Buyer is a
party,  when duly  executed and  delivered in  accordance  with this  Agreement,
subject to due execution by any other parties hereto, will constitute the legal,
valid and binding  obligation of the Buyer,  enforceable in accordance  with its
respective terms, subject to applicable bankruptcy,  insolvency,  reorganization
and  moratorium  laws  and  other  laws of  general  application  affecting  the
enforcement of creditors' rights generally.

          SECTION 5.19.  EFFECT OF AGREEMENTS.  The execution and delivery by
the Buyer of this Agreement and each Ancillary Agreement to which the Buyer is a
party,  and the  performance  by the  Buyer  of its  obligations  hereunder  and
thereunder,  will not violate any  provision  of law,  any order of any court or
other agency of government,  the Certificate of  Incorporation or By-laws of the
Buyer or any  judgment,  award or decree or any  indenture,  agreement  or other
instrument to which the Buyer is a party or by which the Buyer or its properties
or assets are bound or  affected,  or  conflict  with,  result in a breach of or
constitute  (with due notice or lapse of time or both) a default under, any such
indenture,  agreement  or  other  instrument,  or  result  in  the  creation  or
imposition of any lien,  charge or encumbrance of any nature whatsoever upon any
of the properties or Orlando Assets of the Buyer.

          SECTION 5.20.  BROKER'S OR FINDER'S FEES. All negotiations  relative
to this Agreement and the transactions contemplated hereby have been carried out
by the Buyer directly with the Sellers  without the  intervention of any persons
on behalf of the Buyer in such a manner to give rise to any claim by any  person
against the Sellers for a finder's fee, brokerage commission or similar payment.


                                      -12-
<PAGE>


                        VI. CONDUCT PRIOR TO THE CLOSING

          SECTION 6.01.  INVESTIGATION BY BUYER. Buyer may, prior to the Orlando
Closing  Date,   through  its  own   representatives   (including  its  counsel,
accountants  and  consultants)  make such  investigations  of the properties and
operations of Sellers as it deems  necessary or advisable in connection with the
transactions   contemplated   hereby,   including,   without   limitation,   any
investigation  enabling it to familiarize  itself with the Orlando Assets or the
Orlando  Business.  Such  investigation  shall  not,  however,  affect  Sellers'
representations, warranties and agreements hereunder. Sellers shall permit Buyer
and its authorized  representatives to have, after the date hereof,  full access
to the premises and to all books and records of Sellers  relating to the Orlando
Assets or the  Orlando  Business;  and Buyer shall have the right to make copies
thereof and excerpts therefrom.  Sellers shall furnish Buyer with such financial
and operating data and other  information  with respect to the Orlando Assets as
Buyer may from time to time  reasonably  request.  Sellers agree to permit Buyer
and its  authorized  representatives  to visit  suppliers,  customers and others
having  business  relations  with Sellers  relating to the Orlando Assets or the
Orlando  Business.  Sellers  acknowledge  that  the  rights  set  forth  in this
paragraph  6.01 are  essential  to Buyer as a means of  evaluating  the  Orlando
Assets and  Sellers  agree  that in no event will they seek to recover  costs or
damages of any kind incurred as a result of the exercise by Buyer of such rights
and hereby  waives any and all rights  they might have to recover any such costs
or damages.

          SECTION 6.02. ONGOING OPERATIONS.  From the date of the Orlando Option
Exercise Notice to the Closing,  Sellers shall use reasonable commercial efforts
to preserve their respective business  organization  engaged in the operation of
the Orlando  Business  intact,  keep  available to Buyer the services of present
employees of Sellers relating to the Orlando Business and preserve for Buyer the
present  relationship  between  Sellers  on the  one  hand  and  its  suppliers,
customers and others having business  relations with it on the other relating to
the Orlando Business.

          SECTION 6.03.  CONDUCT OF ORLANDO BUSINESS. Sellers agree that from
the date of the Orlando Option Exercise Notice until the Closing,  Sellers shall
not, without the prior written consent of Buyer, purchase, sell, lease, encumber
or  otherwise  dispose of any of the  Orlando  Assets  involved  in the  Orlando
Business  except  inventories in the ordinary  course of business and consistent
with past practice or make any change in its business,  operations or the manner
of conducting their respective business.

          SECTION 6.04. OTHER TRANSACTIONS.  Prior to Closing, Sellers will not,
and will cause their directors,  officers,  employees, agents and Affiliates not
to,  directly or  indirectly,  solicit or initiate the  submission  of proposals
from, or solicit, encourage, entertain or enter into any arrangement,  agreement
or  understanding  with,  or engage in any  discussions  with,  or  furnish  any
information to, any Person, other than Buyer or a representative  thereof,  with
respect to the  acquisition of all or any part of the Orlando Assets relating to
the  Orlando   Business.   Should   Sellers  or  any  of  their   Affiliates  or
representatives,  during such period,  receive any offer or inquiry  relating to
such acquisition, or obtain information that such an offer is likely to be made,
they will provide Buyer with immediate notice thereof, which notice will include
the identity of the prospective offer and the price and terms of any offer.


                                      -13-
<PAGE>


          SECTION  6.05.  CONSENTS.  Sellers  shall  use  reasonable  commercial
efforts to obtain in writing,  prior to the Closing,  all  consents,  approvals,
waivers,  authorizations  and orders  (collectively,  "Consents")  necessary  or
reasonably  required in order to permit it to effectuate  this  Agreement and to
consummate the transactions  contemplated  hereby.  All such Consents will be in
writing and copies  thereof will be delivered to Buyer  promptly  after Sellers'
receipt thereof but no later than immediately prior to Closing.

          SECTION 6.06.  PUBLIC ANNOUNCEMENTS.  Sellers and Buyer agree that
they will consult with each other before issuing any press releases or otherwise
making any public  statements with respect to this Agreement or the transactions
contemplated  hereby  and shall not issue any press  release  or make any public
statement  prior to such  consultation,  except  as may be  required  by law and
except in  connection  with any  proceedings  commenced by either of the Sellers
pursuant to the Bankruptcy Code.

          SECTION 6.07.  NOTIFICATION.  Sellers shall give Buyer prompt  written
notice of (i) the existence of any fact or the  occurrence of any event existing
at Closing  which  constitutes,  or with the giving of notice or the  passage of
time or both would  constitute,  a breach of any  representation  or warranty of
Sellers  made  herein or  pursuant  hereto  and (ii) the taking of any action by
Sellers  that would  breach or  violate,  or  constitute  a default  under,  any
agreement or covenant of Sellers made herein or pursuant  hereto.  The giving of
any such notice shall not affect, modify or limit in any way any representation,
warranty,  agreement  or covenant of Sellers  made herein or pursuant  hereto or
Buyer's right to rely thereon.

          SECTION 6.08.  ENCUMBERED  EQUIPMENT.  Sellers shall use  commercially
reasonable  efforts  to cause  the  liens  and  encumbrances  on the  Encumbered
Equipment to be removed as of the Orlando  Closing Date.  Sellers  represent and
warrant to Buyer that the cost of replacing such  Encumbered Equipment does not
exceed $100,000.

                                 VII. COVENANTS

          SECTION 7.01.  COVENANT OF SELLERS; NONCOMPETITION. Each of the
Sellers agree that until the fifth  anniversary  of the date of this  Agreement,
neither it nor any of its Affiliates  shall,  without the consent of Buyer,  (i)
engage in providing  consumer  vehicle  location  services in the Territory (the
"Services")  other than Sellers'  providing  commercial  customers  with vehicle
location services incident to Sellers' fleet management  services or (ii) render
Services to or have any interest,  as a shareholder,  owner, agent,  consultant,
lender or  guarantor  or any other  interest,  in any other  Person  (other than
Sellers)  engaged in the  rendering of Services  other than  Sellers'  providing
commercial  customers with vehicle location  services incident to Sellers' fleet
management services.

               (a) For purposes of this Section 7.01,  ownership of 1% or less
of any class of outstanding  securities of a company the securities of which are
listed  on  a  national   securities   exchange  or  which  has  1,000  or  more
shareholders,  shall not be deemed to constitute  ownership or  participation in
the ownership of the business of such company.


                                      -14-
<PAGE>


               (b) Sellers acknowledge and agree that any breach of this Section
7.01 is likely to result in irreparable  injury to Buyer,  that monetary damages
will be an inadequate remedy of such breach and that,  accordingly,  in addition
to any other remedy that Buyer may have,  Buyer shall be entitled to enforce the
specific  performance  of this  Section  7.01  and to seek  both  permanent  and
temporary relief in the event of any breach hereof.

               (c) The parties acknowledge that the time, scope,  geographic
area and other provisions of this Section 7.01 have been specifically negotiated
by  sophisticated  commercial  parties  and agree that all such  provisions  are
reasonable  under the  circumstances  of the  transactions  contemplated by this
Agreement. If any portion of this Section 7.01 shall be determined to be invalid
and unenforceable as written,  each such portion shall be enforced to the extent
reasonable under the circumstances and such  determination  shall not affect the
validity or enforceability of the balance hereof,  and such balance shall remain
in full force and effect.  It is understood  that Sellers are entering into this
non-competition agreement in order to induce Buyer to enter into this Agreement.

               (d) The parties  acknowledge  that the Orlando  Business is
currently conducted throughout the Territory.  In view of the statements made in
this Section 7.01, the parties agree that the Territory is reasonable in scope.


                                      -15-
<PAGE>


                              VIII. CONSENTS, ETC.

          SECTION 8.01.  FCC ASSIGNMENT  CONSENT.  The assignment of the Orlando
FCC Licenses  contemplated  by this Agreement is subject to the prior consent of
the FCC. As promptly as  practicable  after the date of this Agreement and in no
event later than seven (7) days after the date of this Agreement,  Sellers shall
complete and file  applications  (after  receiving  the Buyer's  portion of such
applications  with the FCC for all consents and  approvals of the FCC  necessary
for the transfer of the Orlando FCC  Licenses  (the "FCC  Assignment  Consent").
Sellers shall diligently take, or cooperate in the taking of, all steps that are
necessary,  proper or desirable to expedite the preparation of such applications
and their prosecution to a favorable conclusion.  Sellers shall promptly provide
the Buyer  with a copy of any  pleading,  order,  or other  documents  served on
either Seller,  relating to such  applications.  Sellers will cooperate with the
Buyer and use  reasonable,  diligent and good faith  efforts to obtain the Final
Order.  Sellers  will make  good  faith  efforts  to answer  FCC  inquiries  and
third-party  objections,  if  any,  with  respect  to the  application  for  FCC
Assignment  Consent,  and to avoid  designation  for hearing.  Sellers will bear
their own legal and other fees and  expenses  involved  in the  preparation  and
prosecution of the application for FCC Assignment  Consent.  "Final Order" means
an FCC Order granting the Assignment Application as to which the time for review
on its own motion by the FCC and for the filing of a request for  administrative
or judicial  reconsideration  or review has  expired  without any such review or
filing having been made, or in the event of such review or filing, the FCC Order
approving the FCC Assignment  application  has been reaffirmed or upheld and the
time for seeking further  administrative or judicial review with respect thereto
has expired  without any request for such further  review  being filed.  Sellers
agree that,  between the date hereof and the Orlando Closing Date, they will not
take or fail to take any action which would result in their  noncompliance  with
the requirements of the  Communications  Act or the rules and regulations of the
FCC material to the transactions contemplated by this Agreement.

          SECTION 8.02.  NOTICE OF PROCEEDINGS. Sellers shall promptly notify
the  Buyer in  writing  upon (i)  becoming  aware of any  order or decree or any
complaint  seeking an order or decree  restraining or enjoining the consummation
of this Agreement or the transactions contemplated hereby, or (ii) receiving any
notice from any  governmental  department,  court,  agency or  commission of its
intention  (A) to  institute  an  investigation  into,  or  institute  a suit or
proceeding  to restrain or enjoin,  the  consummation  of this  Agreement or the
transactions  contemplated  hereby, or (B) to nullify or render ineffective this
Agreement or the transactions contemplated hereby if consummated.

          SECTION 8.03.  CONSUMMATION OF AGREEMENT.  Subject to the provisions
of Article IX of this  Agreement:  (i) Sellers shall use reasonable best efforts
to (A)  fulfill and perform all  conditions  and  obligations  on its part to be
fulfilled  and  performed  under  this  Agreement,  (B) cause  the  transactions
contemplated by this Agreement to be fully carried out, and (C) prevent,  to the
extent within Sellers' control,  any  representation and warranty made by either
Seller in this  Agreement  from becoming  untrue or incorrect;  and (ii) Sellers
shall  not  take  any  action  or  omit to  take  any  action  that  would  make
consummation of the transactions  contemplated by this Agreement contrary to any
statute, rule or regulation,  including,  without limitation, the Communications
Act or the rules, regulations, or policies of the FCC.


                                      -16-
<PAGE>


          SECTION 8.04.  UPDATING OF  INFORMATION.  On the Orlando  Closing Date
Sellers  will  deliver  to the Buyer (a)  updated  Schedules  hereto to  reflect
changes  therein from the date of this Agreement to the Orlando Closing Date and
(b)  updated  copies of  documents  relating  to or  included  as a part of such
updated  Schedules,  in order  that all such  Schedules  shall be  complete  and
accurate in all material  respects as of such date.  To the extent that any such
changes included in such updated Schedules are referenced in any  representation
or warranty of either  Seller  contained in this  Agreement,  which  changes are
permitted by this Agreement, such representation or warranty shall be deemed, as
of the Closing, to be amended by such updated Schedule.

                         IX. OTHER CONDITIONS PRECEDENT

          SECTION 9.01.  CONDITIONS  PRECEDENT TO OBLIGATIONS OF THE BUYER.  The
obligations of the Buyer under this Agreement are subject,  at the option of the
Buyer,  to the  satisfaction  at or prior to the Orlando Closing Date of each of
the following conditions:

               (a) ACCURACY OF REPRESENTATIONS  AND WARRANTIES.  The
representations  and warranties  contained in Article V of this  Agreement,  the
Ancillary  Documents,  or in any certificate or document  delivered to the Buyer
pursuant hereto shall be true and correct in all material  respects on and as of
the Orlando  Closing Date as though made at and as of that date, and the Sellers
shall have delivered to the Buyer a certificate to that effect.

               (b) COMPLIANCE  WITH  COVENANTS.  The Sellers shall have
performed  and complied in all  material  respects  with all terms,  agreements,
covenants and  conditions of this  Agreement to be performed or complied with by
them at or prior  to the  Orlando  Closing  Date,  and the  Sellers  shall  have
delivered to the Buyer a certificate to that effect.

               (c) ANCILLARY AGREEMENTS.  Each Ancillary Agreement to be
executed and delivered at Closing shall have been executed and delivered by each
party  thereto  and each such  Ancillary  Agreement  shall be in full  force and
effect as of the Orlando Closing Date.

               (d) DELIVERIES. Sellers shall have furnished the Buyer with:

                    (i)  Certified  resolutions  of the Board of  Directors of
          each Seller approving the execution and delivery of this Agreement and
          the consummation of the transaction contemplated hereby;

                    (ii)  Governmental  certificates  evidencing  that  each
          Seller is a corporation partnership in good standing under the laws of
          the State of Delaware;

                    (iii) A certificate  of the  Secretary of each Seller
          attesting as to the  incumbency of each officer who shall execute this
          Agreement  or any of the  Ancillary  Agreements  on  behalf  of either
          Seller;


                                      -17-
<PAGE>


                    (iv) A transferor's  certificate of non-foreign  status as
          provided  in  the  Treasury  Regulations  under  Section  1445  of the
          Internal Revenue Code of 1986, as amended (the "Code"); and

                    (v) Such other certificates as the Buyer may reasonably
          request.

               (e) FCC OPINION OF COUNSEL.  The Buyer shall have  received an
opinion of Sellers' FCC counsel,  dated the Orlando Closing Date,  substantially
in the form of Exhibit C hereto.

               (f) FREE AND CLEAR.  Each of the Assets shall be free and clear
of all liens,  claims,  encumbrances and security  interests and the transfer to
the Buyer will vest Buyer with good title to such  Assets;  each of the Consumer
Contracts shall be a valid and subsisting contract of all of the parties thereto
in full  force  and  effect  without  modification  and no  event  has  occurred
thereunder  which, with or without the lapse of time or the giving of notice, or
both, would constitute a default by it thereunder and all necessary  consents to
the assignment to the Buyer of the Assumed Contracts shall have been obtained.

               (g) CONSENTS.  The Buyer shall have  received all necessary
Consents,  the FCC Assignment  Consent or, at the option of the Buyer, the Final
Notice.

               (h) NO MATERIAL ADVERSE EFFECT. No facts or conditions exist
which may result in or have a Material Adverse Effect on the Orlando Business.

               (i) LICENSE  AGREEMENT.  The License Agreement shall have been
amended to include the Orlando,  Florida metropolitan area within the definition
of "Territory" in such License Agreement.

          SECTION 9.02. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS. The
obligations  of the Sellers under this  Agreement are subject,  at the option of
the Sellers, to the satisfaction at or prior to the Orlando Closing Date of each
of the following conditions:

               (a) ACCURACY OF REPRESENTATIONS  AND WARRANTIES.  The
representations  and  warranties of the Buyer  contained in this Agreement or in
any  certificate or document  delivered to the Sellers  pursuant hereto shall be
true and correct in all material  respects on and as of the Orlando Closing Date
as though made at and as of that date, and the Buyer shall have delivered to the
Sellers a certificate to such effect.

               (b) COMPLIANCE  WITH  COVENANTS.  The Buyer shall have  performed
and complied in all material respects with all terms, agreements,  covenants and
conditions of this  Agreement to be performed or complied with by it at or prior
to the Orlando Closing Date, and the Buyer shall have delivered to the Sellers a
certificate to that effect.


                                      -18-
<PAGE>

               (c) LEGAL ACTIONS OR PROCEEDINGS.  No legal action or proceeding
shall  have  been  instituted  or  threatened  seeking  to  restrain,  prohibit,
invalidate or otherwise affect the consummation of the transactions contemplated
hereby.

               (d) ANCILLARY AGREEMENTS.  Each Ancillary Agreement to be
executed and delivered at Closing shall have been executed and delivered by each
party thereto other than the Sellers,  and each such Agreements shall be in full
force and effect as of the Orlando Closing Date.

               (e) AMENDMENT TO MAINTENANCE AND SERVICES  AGREEMENT.  Amendment
No. 1 to the Maintenance and Services  Agreement  substantially  as set forth on
Exhibit B to the Orlando Option Agreement shall have been executed and delivered
by Buyer.

               (f) ACQUISITION OF MIAMI BUSINESS.  Buyer shall have acquired
Sellers' vehicle location services business in the Miami metropolitan area on or
prior to the Orlando Closing Date.

                 X. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

          SECTION 10.01.  SURVIVAL  OF  REPRESENTATIONS.  Except  as  otherwise
provided herein, the representations,  warranties and covenants of the Buyer and
the Sellers in this  Agreement  shall  survive the  Orlando  Closing  Date for a
period of three years.

          SECTION 10.02.  GENERAL INDEMNITY.

               (a) Subject to the terms and conditions of this Article X, the
Sellers hereby agree to indemnify,  defend and hold the Buyer and its Affiliates
harmless  from and against  all  demands,  claims,  actions or causes of action,
assessments,  losses,  damages,  liabilities,  costs  and  expenses,  including,
without  limitation,  interest,  penalties and  reasonable  attorneys'  fees and
expenses (collectively, "Damages"), asserted against, resulting to, imposed upon
or incurred by the Buyer and its Affiliates by reason of or resulting from:

                    (i) a breach of any representation, warranty or covenant by
          Sellers  contained  in or  made  pursuant  to this  Agreement  or made
          pursuant to any of the Ancillary  Agreements by Sellers,  or any other
          covenant  or  undertaking  made  pursuant  to this  Agreement  or made
          pursuant to any of the Ancillary Agreements by Sellers; and

                    (ii) any  liabilities or obligations  of, or claims against
          or imposed on the Buyer or its Affiliates (whether absolute,  accrued,
          contingent or otherwise and whether a  contractual,  or any other type
          of liability,  obligation or claim) not assumed by the Buyer  pursuant
          to this Agreement.

               (b) The Buyer hereby agrees to indemnify,  defend and hold the
Sellers and their  Affiliates  harmless  from and against all Damages,  asserted
against,  resulting  to,  imposed  upon  or  incurred  by the  Sellers  and  its
Affiliates by reason of or resulting from:


                                      -19-
<PAGE>


                    (i) a breach of any representation,  warranty or covenant by
          the Buyer  contained in or made  pursuant to this  Agreement,  or made
          pursuant to any of the Ancillary Agreements by the Buyer, or any other
          covenant  or  undertaking  made  pursuant  to this  Agreement  or made
          pursuant to any of the Ancillary Agreements by the Buyer; and

                    (ii) any  liabilities or obligations  of, or claims against
          or imposed on the Sellers that were assumed by Buyer  pursuant to this
          Agreement; and

                    (iii) the failure of Buyer to pay,  perform and discharge
          when due the Assumed Liabilities.

          SECTION   10.03.  CONDITIONS  OF   INDEMNIFICATION.   The  respective
obligations  and liabilities of Sellers and Buyer (herein  sometimes  called the
"indemnifying  party") to the other  (herein  sometimes  called the "party to be
indemnified")  under  Section  10.02  hereof with  respect to third party claims
shall be subject to the following terms and conditions:

               (a) within 20 days  after  receipt  of notice of  commencement of
any action or the assertion in writing,  formal or informal, of any claim, audit
or  inquiry  by a third  party,  the  party  to be  indemnified  shall  give the
indemnifying  party written notice  thereof  together with a copy of such claim,
process or other legal pleading, and the indemnifying party shall have the right
to respond to such action,  claim, audit or inquiry and to undertake the defense
thereof by representatives of its own choosing and to enter into a settlement or
compromise  thereof or consent to a judgment  with  respect  thereto;  provided,
however,  the indemnifying party shall not, without the prior written consent of
the party to be  indemnified,  settle or compromise  any claim or consent to the
entry of any judgment (i) that does not include as an unconditional term thereof
the giving by the  claimant or the  plaintiff to the party to be  indemnified  a
release from all liability in respect of such claim,  or (ii) that  contemplates
any payment or performance by the party to be indemnified.

               (b) in the event that the  indemnifying  party,  by the 15th day
after receipt of notice of any such claim, audit or inquiry (or, if earlier,  by
the tenth day  preceding  the day on which an answer or other  pleading  must be
served in order to prevent  judgment by default in favor of the person asserting
such  claim),  does not  elect to defend  against  such  claim,  the party to be
indemnified will (upon further notice to the indemnifying  party) have the right
to respond to such action, claim, audit or inquiry and to undertake the defense,
compromise or settlement of such claim on behalf of and for the account and risk
of the indemnifying  party,  subject to the right of the  indemnifying  party to
assume the defense of such claim at any time prior to settlement,  compromise or
final determination thereof, provided that the indemnifying party shall be given
at least 10 days' prior written notice to the effectiveness of any such proposed
settlement or compromise; and

               (c) In connection with any such indemnification, the indemnified
party shall cooperate in all reasonable requests of the indemnifying party.

<PAGE>

               (d) Notwithstanding the foregoing, nothing in this Section 10.03
shall be deemed  to delay or  prevent  the right of any party to be  indemnified
from commencing any action to compel the  indemnifying  party to pay any Damages
or obligations described herein.

                         XI. TERMINATION AND ABANDONMENT

          SECTION  11.01.  TERMINATION.  This Agreement may be terminated at any
time prior to the closing on the Orlando Closing Date:

               (a) by the mutual consent of the Sellers and the Buyer; or

               (b) by the  Buyer  or the  Sellers,  if the  Closing  shall  not
have  occurred  on or before six (6) months from  receipt of the Orlando  Option
Notice of  Exercise,  subject to the Buyer's  option to extend such date to nine
(9) months from receipt of the Orlando Option Notice of Exercise,  or such later
date as may be agreed upon in writing by the parties hereto; provided,  however,
that the right to terminate  this  Agreement  under this clause (b) shall not be
available  to any party  whose  failure to  fulfill  any  obligation  under this
Agreement  has been the cause of, or  resulted  in the failure of the closing to
occur on or before such date.

          SECTION 11.02.  PROCEDURE AND EFFECT OF  TERMINATION.  In the event of
termination of this Agreement and abandonment of the  transactions  contemplated
hereby by any or all of the parties  pursuant to Section  11.01  above,  written
notice  thereof shall  forthwith be given to the other parties to this Agreement
and this Agreement  shall  terminate and the  transactions  contemplated  hereby
shall be abandoned, without further action by any of the parties hereto. If this
Agreement is terminated as provided in this Agreement:

               (a) the parties  hereto will promptly  redeliver all  documents,
work papers and other material of any other party  relating to the  transactions
contemplated  hereby,  whether obtained before or after the execution hereof, to
the party furnishing the same; and

               (b) no party shall have any  liability  or further  obligation
to any  other  party to this  Agreement  pursuant  to this  Agreement  except as
provided in Article XI above.

                               XII. MISCELLANEOUS

          SECTION 12.01.  SERVICE OF PROCESS. Each party to this Agreement
hereby  irrevocably  agrees  that  service  of  process  in any legal  action or
proceeding  with respect to this  Agreement or any  Ancillary  Agreement  may be
effected by mailing a copy  thereof by  registered  or certified  mail,  postage
prepaid, to the address of such party set forth in Section 12.05 hereof.

          SECTION 12.02.  BULK TRANSFER LAWS. The Buyer hereby waives compliance
by TI with any applicable bulk transfer laws, including, without limitation, the
bulk transfer  provisions of the Uniform  Commercial  Code of any state,  or any
similar  statute,  with respect to the  transactions  contemplated  hereby.  The
Sellers  hereby  agree to  indemnify  the  Buyer and hold it  harmless  from and
against any loss or damage which it may incur by reason of such non-compliance.


                                      -21-
<PAGE>


          SECTION 12.03.  EXPENSES,   ETC.  Whether  or  not  the  transactions
contemplated by this Agreement are consummated, none of the parties hereto shall
have any  obligation  to pay any of the fees and  expenses  of any  other  party
incident  to the  negotiation,  preparation  and  execution  of this  Agreement,
including the fees and expenses of counsel, accountants,  investment bankers and
other experts.

          SECTION 12.04.  EXECUTION IN COUNTERPARTS.  For the convenience of the
parties,  this  Agreement may be executed in one or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

          SECTION 12.05.  NOTICES. All notices which are required or may be
given pursuant to the terms of this  Agreement  shall be in writing and shall be
sufficient  in  all  respects  if  (i)  delivered  personally,  (ii)  mailed  by
registered or certified  mail,  return  receipt  requested and postage  prepaid,
(iii) sent via a nationally  recognized  overnight  courier service or (iv) sent
via facsimile confirmed in writing to the recipient, in each case as follows:

               If to the Sellers, to them at the following address:

                    Teletrac, Inc.
                    3220 Executive Ridge Drive, Suite 100
                    Vista, Ca 92083
                    760-597-9906
                    Attention: General Counsel

               with a copy to:

                    Reboul, MacMurray, Hewitt, Maynard & Kristol
                    45 Rockefeller Plaza
                    New York, New York  10111
                    Facsimile No.:  (212) 841-5725
                    Attention: David Elkind, Esq.

               If to the Buyer or guarantor, at:

                    Ituran U.S.A. Inc.
                    c/o Ituran
                    P.O. Box 11473
                    Azour, Israel
                    Facsimile No.: 011 972 3 751-2061
                    Attention: Eyal Sheratzky


                                      -22-
<PAGE>


               with a copy to:

                    Susan O. Posen, Esq.
                    115 Spring Street
                    New York, NY 10012
                    Facsimile No.: 212-226-8013

or such other address or addresses as any party shall have  designated by notice
in writing to the other parties.

          SECTION  12.06.  WAIVERS.  Either the  Sellers  or the Buyer  may,  by
written notice to the other,  (i) extend the time for the  performance of any of
the obligations or other actions of the other under this  Agreement,  (ii) waive
any inaccuracies in the  representations or warranties of the other contained in
this Agreement or in any document  delivered  pursuant to this Agreement,  (iii)
waive  compliance with any of the conditions or covenants of the other contained
in this  Agreement,  or (iv) waive  performance of any of the obligations of the
other under this  Agreement.  Except as provided in the preceding  sentence,  no
action  taken  pursuant to this  Agreement,  including  without  limitation  any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action of compliance  with any  representations,
warranties,  covenants or agreements contained in this Agreement.  The waiver by
any party  hereto  of a breach  of any  provision  of this  Agreement  shall not
operate or be construed as a waiver of any subsequent breach.

          SECTION 12.07.  AMENDMENTS,   SUPPLEMENTS,  ETC.  At  any  time  this
Agreement may be amended or supplemented by such additional agreements, articles
or  certificates,  as may be determined  by the parties  hereto to be necessary,
desirable or expedient to further the purposes of this Agreement,  or to clarify
the intention of the parties hereto, or to add to or modify the covenants, terms
or conditions  hereof or to effect or facilitate  any  governmental  approval or
acceptance of this  Agreement or to effect or facilitate the filing or recording
of this Agreement or the  consummation of any of the  transactions  contemplated
hereby. Any such instrument must be in writing and signed by all parties hereto.

          SECTION 12.08.  ENTIRE  AGREEMENT.  This Agreement,  its Exhibits and
Schedules  and the Ancillary  Agreements,  the other  documents  executed on the
Orlando Closing Date and the Bill of Sale in connection herewith, constitute the
entire  agreement  between the parties hereto with respect to the subject matter
hereof and supersede all prior agreements and understandings,  oral and written,
between  the  parties   hereto  with  respect  to  the  subject  matter  hereof.
Notwithstanding the foregoing,  nothing contained herein shall derogate from the
rights of the Buyer of its Affiliates pursuant to the Prior Agreements.

          SECTION 12.09.  GOVERNING  LAW;  JURISDICTION  AND  FORUM.  (a) This
Agreement  shall be governed by and construed in accordance with the laws of the
State of New York without reference to the choice of law principles thereof.


                                      -23-
<PAGE>

               (b) Buyer and Sellers hereto agree that the  appropriate and
exclusive  forum  for  any  disputes  arising  out  of  this  Agreement  or  the
transactions  contemplated  hereby  shall be any state or  federal  court in the
State of New York,  and Buyer and Sellers  each consent to the  jurisdiction  of
such  courts for the  adjudication  of any such case or  controversy.  Buyer and
Sellers  further  agree that they will not bring  suit with  respect to any suit
arising out of this Agreement or the transactions contemplated hereby, except as
expressly set forth below for the execution or enforcement of judgments,  in any
court or jurisdiction  other than the above specified court. The foregoing shall
not limit the rights of any party to obtain  execution  of judgment in any other
jurisdiction.  The parties further agree, to the extent permitted by law, that a
final and unappealable  judgment against any of them in any action or proceeding
contemplated  above  shall  be  conclusive  and  may be  enforced  in any  other
jurisdiction  within or outside  the United  States by suit on the  judgment,  a
certified or exemplified copy of which shall be conclusive  evidence of the face
amount of such judgment.

          SECTION 12.10.  BINDING EFFECT; BENEFITS. This Agreement shall inure
to the benefit of and be binding  upon the parties  hereto and their  respective
successors and permitted  assigns.  Notwithstanding  anything  contained in this
Agreement to the contrary,  nothing in this Agreement,  expressed or implied, is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective  successors  and  assigns,  any  rights,  remedies,   obligations  or
liabilities under or by reason of this Agreement.

          SECTION 12.11.  ASSIGNABILITY.  Neither this Agreement nor any of the
parties'  rights  hereunder  shall be assignable by any party hereto without the
prior  written  consent  of  the  other  parties  hereto.   Notwithstanding  the
foregoing,  Buyer may assign one or more of its rights  under this  Agreement to
one or more  Affiliates  of Buyer  from time to time  without  such  consent  of
Sellers,  but no such  assignment  shall relieve Buyer of any of its obligations
hereunder and Buyer shall guarantee all obligations of such Affiliates.

          SECTION 12.12.  FURTHER ASSURANCES.  Sellers agree at any time and
from time to time after the Orlando  Closing Date, upon the request of Buyer, to
do,  execute,  acknowledge  and  deliver,  or to  cause  to be  done,  executed,
acknowledged and delivered,  at Sellers' cost and expense all such further acts,
assignments, transfers, powers of attorney and assurances as may be required for
the better assigning,  transferring,  conveying,  and confirming to Buyer, or to
its successors and assigns, of any or all of the Orlando Assets and to carry out
the terms and conditions of this Agreement and the Ancillary Agreements.

          SECTION 12.13.  CERTAIN  DEFINITIONS.  For purposes of this Agreement,
the following terms shall have the respective meanings set forth below:

               "Action" means any claim, action,  suit,  proceeding or
investigation,  whether at law, in equity or in  admiralty  or before any court,
arbitrator, arbitration panel or Governmental Authority.

               "Affiliate" of a party means any Person which, directly or
indirectly,  controls,  is  controlled  by or is under common  control with such
party.


                                      -24-
<PAGE>


               "Code" means the Internal Revenue Code of 1986, as amended.

               "Contracts"  mean all  contracts,  agreements,  indentures,
licenses, leases,  commitments,  plans, arrangements,  sales orders and purchase
orders of every kind, whether written or oral.

               "Damages"  mean  losses,  liabilities,   costs,  damages,  claims
and expenses (including reasonable attorneys fees and disbursements).

               "Environmental  Laws"  mean all  federal,  state,  local  and
foreign environmental, health and safety laws, code and ordinances and all rules
and  regulations  promulgated  thereunder,  including,  without  limitation laws
relating  to  emissions,   discharges,   releases  or  threatened   releases  of
pollutants,   contaminants,   chemicals,  or  industrial,   toxic  or  hazardous
substances or wastes into the environment (including,  without limitation,  air,
surface  water,  ground water,  land surface or subsurface  strata) or otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,  transport  or handling of  pollutants,  contaminants,  chemicals,  or
industrial,  solid,  toxic or hazardous  substances  or wastes.  As used in this
Agreement,   the  term  "hazardous  substances  or  wastes"  includes,   without
limitation,  (i)  all  substances  which  are  designated  pursuant  to  Section
311(b)(2)(A) of the Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. ss.
1251 et seq.; (ii) any element, compound,  mixture, solution, or substance which
is  designated  pursuant  to  Section  102  of the  Comprehensive  Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. ss. 9601 et seq.;
(iii) any hazardous waste having the characteristics  which are identified under
or listed pursuant to Section 3001 of the Resource Conservation and Recovery Act
("RCRA"),  42 U.S.C.  ss. 6901 et seq.;  (iv) any toxic  pollutant  listed under
Section  307(a) of the FWPCA;  (v) any hazardous  air pollutant  which is listed
under  Section  112 of the Clean Air Act, 42 U.S.C.  ss. 7401 et seq.;  (vi) any
imminently  hazardous chemical substance or mixture with respect to which action
has been taken  pursuant to Section 7 of the Toxic  Substances  Control  Act, 15
U.S.C.  ss. 2601 et seq.; and (vii)  petroleum,  petroleum  products,  petroleum
by-products, petroleum decomposition by-products, and waste oil.

               "Governmental  Authority" means any agency, instrumentality,
department,  commission,  court,  tribunal or board of any  government,  whether
foreign or domestic and whether national, federal, state, provincial or local.

               "LMS" means location and monitoring services.

               "Laws"  mean laws,  rules,  regulations,  codes,  orders,
ordinances, judgments, injunctions, decrees and policies.

               "Liabilities"  mean  debts,  liabilities,   obligations,   duties
and   responsibilities  of  any  kind  and  description,   whether  absolute  or
contingent,  monetary or non-monetary,  direct or indirect,  known or unknown or
matured or unmatured, or of any other nature.


                                      -25-
<PAGE>

               "Lien" means any security interest,  lien,  mortgage,  claim,
charge, pledge, restriction, equitable interest or encumbrance of any nature.

               "Person" means any natural person, corporation,  business trust,
joint  venture,  association,  company,  firm,  partnership,  or other entity or
government or Governmental Authority.

               "Proprietary  Right" means any trade name,  trademark,  service
mark, patent or copyright and any application for any of the foregoing.

               "Real Property" means all real property, land, buildings,
improvements and structures owned or used by Seller.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Security  Interest" means all mortgages,  liens,  security
interests, defects in title and encumbrances.

               "Taxes" means all taxes,  charges,  fees, levies or other
assessments, including, without limitation, income, gross receipts, excise, real
and personal property,  sales, transfer,  license,  payroll and franchise taxes,
imposed by any Governmental Authority and shall include any interest,  penalties
or additions to tax attributable to any of the foregoing.

               "Territory" means the Orlando, Florida metropolitan area.

               "VLU" means an individual vehicle location unit in which a
transmitter - receiver is installed in a subscriber's vehicle for the purpose of
receiving LMS services throughout the Orlando metropolitan area.



                                      -26-
<PAGE>



          IN  WITNESS  WHEREOF,  this  Agreement  has  been  duly  executed  and
delivered by the parties hereto as of the date first above written.


                              TELETRAC, INC.


                              By    /s/ Steven Scheiwe
                                -------------------------
                                  Name:
                                  Title:


                              TELETRAC LICENSE, INC.


                              By     /s/ Steven Scheiwe
                                -------------------------
                                  Name:
                                  Title:


                              ITURAN U.S.A. INC.


                              By    /s/   Easi Sheratsky
                                -------------------------
                                  Name:
                                  Title:


In consideration of the mutual promises  contained  herein,  Ituran Location and
Control Ltd.  hereby  guarantees  performance of the  obligations of Buyer under
this Agreement


                              AGREED:

                              ITURAN LOCATION AND CONTROL, LTD.


                              By    /s/   Easi Sheratsky
                                -------------------------
                                  Name:
                                  Position:



                                      -27-