Exhibit 10.1


                        MIAMI 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 MIAMI 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.....................7

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

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

III.  BANKRUPTCY COURT ORDER FOR ASSUMPTION OF THIS AGREEMENT...............8

   SECTION 3.01.  Order.....................................................8
   SECTION 3.02.  Conditions to Closing.....................................8

IV.   CLOSING, PURCHASE PRICE, LIABILITIES, ETC.............................9

   SECTION 4.01.  Closing...................................................9
   SECTION 4.02.  Purchase Consideration....................................9

V.    REPRESENTATIONS AND WARRANTIES........................................9

   SECTION 5.01.  Representations and Warranties of the Sellers............10
   SECTION 5.02.  Organization, Power; Capacity............................10
   SECTION 5.03.  Authorization of Agreements..............................10
   SECTION 5.04.  Title to Properties, Absence of Liens and Encumbrances...10
   SECTION 5.05.  Effect of Agreements.....................................11
   SECTION 5.06.  Licenses.................................................11
   SECTION 5.07.  Condition and Operation of Assets........................11
   SECTION 5.08.  Contracts................................................12
   SECTION 5.09.  Compliance with Laws; Required Consents..................12
   SECTION 5.10.  Insurance................................................12
   SECTION 5.11.  Radio Waves..............................................12
   SECTION 5.12.  Broker's or Finder's Fees................................12
   SECTION 5.13.  Customer Contracts.......................................13
   SECTION 5.15.  Miami Business...........................................13
   SECTION 5.16.  No Additional Warranties.................................13
   SECTION 5.17.  Representations and Warranties of the Buyer..............13
   SECTION 5.18.  Organization, Corporate Power, Etc.......................13
   SECTION 5.19.  Authorization of Agreements..............................14
   SECTION 5.20.  Effect of Agreements.....................................14
   SECTION 5.21.  Broker's or Finder's Fees................................14

VI.   CONDUCT PRIOR TO THE CLOSING.........................................15

   SECTION 6.01.  Investigation by Buyer...................................15
   SECTION 6.02.  Ongoing Operations.......................................15
   SECTION 6.03.  Conduct of Business......................................15
   SECTION 6.04.  Other Transactions.......................................15
   SECTION 6.05.  Consents.................................................16
   SECTION 6.06.  Public Announcements.....................................16
   SECTION 6.07.  Notification.............................................16

VII.  COVENANTS............................................................16

   SECTION 7.01.  Covenant of Sellers; Noncompetition......................16

<PAGE>


VIII. CONSENTS, ETC........................................................17

   SECTION 8.01.  FCC Assignment Consent...................................17
   SECTION 8.02.  Notice of Proceedings....................................18
   SECTION 8.03.  Consummation of Agreement................................18
   SECTION 8.04.  Updating of Information..................................18

IX.   OTHER CONDITIONS PRECEDENT...........................................18

   SECTION 9.01.  Conditions Precedent to Obligations of the Buyer.........18
   SECTION 9.02.  Conditions Precedent to Obligations of the Sellers.......20

X.    SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.........................20

   SECTION 10.01. Survival of Representations..............................20
   SECTION 10.02  General Indemnity........................................20
   SECTION 10.03. Conditions of Indemnification............................21

XI.   TERMINATION AND ABANDONMENT..........................................22

   SECTION 11.01  Termination..............................................22
   SECTION 11.02  Procedure and Effect of Termination......................22

XII.  MISCELLANEOUS........................................................23

   SECTION 12.01.  Service of Process......................................23
   SECTION 12.02.  Bulk Transfer Laws......................................23
   SECTION 12.03.  Expenses, Etc...........................................23
   SECTION 12.04.  Execution in Counterparts...............................23
   SECTION 12.05.  Notices.................................................23
   SECTION 12.06.  Waivers.................................................24
   SECTION 12.07.  Amendments, Supplements, Etc............................24
   SECTION 12.08.  Entire Agreement........................................25
   SECTION 12.09.  Governing Law; Jurisdiction and Forum...................25
   SECTION 12.10.  Binding Effect; Benefits................................25
   SECTION 12.11.  Assignability...........................................25
   SECTION 12.12.  Further Assurances......................................26
   SECTION 12.13   Certain Definitions.....................................26


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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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                         MIAMI ASSET PURCHASE AGREEMENT

          MIAMI 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  June  9,  1999  (the  "Asset  Purchase
Agreement")  pursuant to which Buyer agreed to acquire certain of the assets and
to assume  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");

          WHEREAS,  the Buyer has  delivered  the Miami Option  Exercise  Notice
pursuant to Section 5.1 of the Asset  Purchase  Agreement  and the Buyer and the
Sellers desire to enter into this Agreement;

          WHEREAS,  the Sellers  filed a petition  pursuant to the United States
Bankruptcy Code, 11 U.S.C. ss.ss.101 et seq. (the "Bankruptcy Code") commencing
a case before a United States Bankruptcy Court (the "Bankruptcy Court") pursuant
to Chapter 11 of the  Bankruptcy  Code (the  "Chapter  11 Case") and  thereafter
filed an application (the  "Application")  with the Bankruptcy Court pursuant to
Sections  363 and 365 of the  Bankruptcy  Code for an order  which,  among other
things, approved execution, delivery and performance by Seller of this Agreement
(the "Bankruptcy Court Order") which Order was entered on _______________, 1999;
and

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

          WHEREAS,  the  Sellers  desire  to sell to the  Buyer,  and the  Buyer
desires to purchase from the Seller,  certain Miami Assets and properties of the
Sellers used exclusively in the Miami 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 Miami FCC  Licenses  on the terms and  subject  to the
conditions set forth herein; and

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<PAGE>

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


                      I. SALE AND TRANSFER OF MIAMI ASSETS

          SECTION 1.01 SALE OF MIAMI  ASSETS. (a) Subject to and in reliance on
the  representations,  warranties  and  agreements  set forth herein and further
subject to Sections  1.02,  1.03 and 3.03, and on the other terms and conditions
set forth  herein,  on the Miami  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 Miami
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 "Miami Assets"):

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

               (ii) the  rights  of the  Sellers  under  all  contracts,
          agreements,  licenses,  Miami  FCC  Licenses,  leases,  sales  orders,
          purchase orders and other commitments  relating to the Miami Assets or
          the Miami  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  Miami  Business  (other  than  contracts  for  commercial   fleet
          maintenance services) with respect to the Miami Business; and

               (iv) all rights,  title and interests of the Sellers  under
          contracts  relating to RLS services provided to consumer customers of
          the  Miami  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 Miami  Assets not
enumerated on Schedules  1.01(a)(i),  (ii) and (iii) are  specifically  excluded
from the Miami 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 Miami 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 Miami Assets
          or copies thereof);

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               (iii) all rights,  title and interest to any and all intellectual
          property  of the Sellers  (including  without  limitation  to the name
          "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 from time to time,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 the Sellers shall obtain an order of the  Bankruptcy  Court (the  "Bankruptcy
Court Assignment  Approval Order") for the assignment of such contracts to Buyer
pursuant  to  Section  365 of the  Bankruptcy  Code  and such  Bankruptcy  Court
Assignment  Approval Order shall become final and no longer subject to appeal 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  (except  for the
Raycal Lien as hereinafter  defined) or to obtain a Bankruptcy  Court Assignment
Approval Order  assigning such contracts  final and no longer subject to appeal.
In the event that  Sellers  shall be unable to obtain the  consents  or releases
referred to herein or a Bankruptcy Court  Assignment  Approval Order 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  MIAMI  FCC  LICENSES.  TLI and  Buyer  hereby
expressly  agree and  acknowledge  that the Miami FCC  Licenses  relating to the
Miami  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 Miami 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 Miami  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  Miami  Assets to be
acquired by the Buyer under the terms of this Agreement.

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<PAGE>

          SECTION   1.05.  RIGHTS  OF  SELLERS  TO   CONDUCT   MIAMI   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 Miami Business or the Miami Assets.


                                 II. LIABILITIES

          SECTION 2.01. LIABILITIES.  (a) As additional consideration hereunder,
on the Miami 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 Miami 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 Miami Closing Date, for any penalty
against  either  Seller under any  contract  relating to any period prior to the
Miami Closing Date, or relating to or arising out of any event  occurring  prior
to the Miami  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 Miami 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 Miami Closing
Date;  (viii) relating to, or arising out of, services  rendered by Sellers,  or
the conduct or operation of the Miami  Business  prior to the Miami 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 Miami  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

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<PAGE>

Sellers or Buyer from any obligations under covenants,  warranties or agreements
contained in this Agreement.


                         III. BANKRUPTCY COURT ORDER FOR
                          ASSUMPTION OF THIS AGREEMENT

          SECTION 3.01.  ORDER. In the event that Sellers continue to be subject
to the  jurisdiction of the Bankruptcy Court with respect to a petition filed by
or against one or more Sellers at the time of the Miami Option  Exercise  Notice
("Bankruptcy Court  Jurisdiction"),  Sellers shall file within seven (7) days of
the date of the Miami Option Exercise Notice an application  with the Bankruptcy
Court, for an order of the Bankruptcy Court, pursuant to Sections 363 and 365 of
the Bankruptcy Code,  approving this Agreement and authorizing Sellers to assume
their   obligations   hereunder  in  accordance   with  Section  3.02  hereunder
(hereafter,  the "Bankruptcy Approval Order"). Prior to filing such Application,
Sellers  shall  consult  with the Buyer about the scope,  manner and form of the
notice of hearing on the motion and the  motion  itself.  In  addition,  Sellers
shall provide  proper notice of such  Application to creditors and other parties
to the extent required by applicable law.

          SECTION 3.02.  CONDITIONS TO CLOSING.  Subject to Article IX hereof,
if the Sellers are subject to Bankruptcy  Court  Jurisdiction at the time of the
Miami  Option  Exercise  Notice,   the  closing  is  subject  to  the  following
conditions:  Sellers  shall have  obtained  a  Bankruptcy  Approval  Order and a
Bankruptcy Court Assignment  Approval Order on or before the Miami Closing Date,
which,  shall include  findings and conclusions of the Bankruptcy  Court in form
and  substance  reasonably  acceptable to Buyer which shall provide or find that
(a) the transfers of the Miami Assets by Sellers to Buyer, are (i) legal,  valid
and effective  transfers of the Miami Assets, and (ii) will vest Buyer with good
title to such Miami Assets free and clear of all liens, claims, encumbrances and
security  interests;  (b) the notice  provided of the motion for the  Bankruptcy
Approval Order and the Bankruptcy Court  Assignment  Approval Order to creditors
and  other  parties  in  interest  shall be in  compliance  with the  applicable
provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy  Procedure
and all Local Bankruptcy Rules governing  assumption and assignment of executory
contracts  and sale of  Miami  Assets  free  and  clear  of  liens,  claims  and
encumbrances  outside  the  ordinary  course  of a  debtor's  business;  (c) the
transactions  contemplated  by this  Agreement and the Ancillary  Agreements are
undertaken by Buyer in good faith, as that term is used in Section 363(m) of the
Bankruptcy  Code; (d) Buyer and Sellers did not engage in any conduct that would
allow  the  transactions  contemplated  by  this  Agreement  and  the  Ancillary
Agreements to be set aside pursuant to Section  363(n) of the  Bankruptcy  Code;
(e) shall  provide  that the Buyer shall have no  liability  as a  successor  or
otherwise with respect to the Miami Assets or Miami  Business,  other than those
liabilities being expressly assumed by the Buyer pursuant to this Agreement; (f)
the provisions of this Agreement are  nonseverable and mutually  dependent;  and
(g) any other  provisions of the Bankruptcy Code necessary to effect the sale of
Miami Assets free and clear of liens and claims  outside the ordinary  course of
the debtor's business or the assumption and assignment of executory contracts or
leases, including,  without limitation, the assignment to Buyer of the rights of
the Sellers in the Miami  Assets have been  satisfied.  In addition  and without
limiting the foregoing, the Bankruptcy Approval Order shall provide that (i) the
Sellers shall assume each of the agreements  previously  entered into between TI

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<PAGE>

and the Buyer or its  Affiliates,  each of which is  referenced on Schedule 3.02
hereof (the "Prior Agreements") and that such Prior Agreement and this Agreement
and Ancillary  Agreements shall not be subject to rejection by the Sellers,  and
(ii) the rights of the Buyer under this Agreement, the Ancillary Agreements, the
Prior  Agreements,  the  Bankruptcy  Approval  Order  or  the  Bankruptcy  Court
Assignment  Approval Order shall not be modified by a plan of  reorganization or
otherwise without the Buyer's prior written consent.

                 IV. CLOSING, PURCHASE PRICE, LIABILITIES, ETC.

          SECTION  4.01.  CLOSING.  The  closing  (the "Miami  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 (A) in the event
Sellers are subject to Bankruptcy Court Jurisdiction,  the later to occur of (i)
the Bankruptcy Approval Order and the Bankruptcy Court Assignment Approval Order
(x) shall be entered by the  Bankruptcy  Court and (y) shall become final and no
longer subject to a pending appeal or, if an appeal shall have been filed or the
time for an appeal has not  expired,  there shall not be pending any  injunction
staying or enjoining such  Bankruptcy  Approval  Order and the Bankruptcy  Court
Assignment  Approval  Order  pending  such  appeal  or (ii)  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 (B) in the event  Sellers are
not subject to  Bankruptcy  Court  Jurisdiction,  receipt of the FCC  Assignment
Consent which,  at the option of the Buyer,  shall have become a Final Order, or
such other date as the parties may mutually agree (such date and time of closing
being herein called the "Miami Closing Date").

          SECTION 4.02.  PURCHASE  CONSIDERATION.  In full consideration for the
sale,  conveyance,  transfer,  assignment  and  delivery of the Miami  Assets as
described  herein,  the Buyer on the Miami Closing Date will pay to the Sellers,
by certified or bank  cashier's  check or by means of wire  transfer,  an amount
(the "Miami  Purchase  Price") equal to the sum of (i) $1,600,000 plus (ii) $275
multiplied  by the number of VLUs being  provided as of the Miami  Closing  Date
pursuant to Customer  Contracts  that, as of the Miami Closing Date, are in full
force and effect and with respect to which the customer is not in default and as
to which  Customer  Contract  the  customer has not given notice of intention to
terminate.

                        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
(it being understood and agreed that all representations and warranties given as
of the Miami  Closing  Date in the event the Sellers  are subject to  Bankruptcy
Court  Jurisdiction  as of the Miami Closing Date are subject to the  Bankruptcy
Court Approval Order and the Bankruptcy Court Assignment Approval Order):

          SECTION 5.02.  ORGANIZATION,  POWER; CAPACITY. As of the Miami 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

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<PAGE>

foreign  corporation  in each  jurisdiction  in  which it is  required  to be so
qualified with respect to the operations of the Miami 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 Miami  Business (a "Material
Adverse  Effect").  As of the Miami Closing Date,  each Seller has all requisite
corporate power and authority to own, operate and lease its properties and Miami
Assets,  to carry on its  Miami  Business  as it is now being  conducted  and to
execute and deliver this Agreement and each Miami  Ancillary  Agreement 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
Miami 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 Miami 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 Miami 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,
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 Miami Closing  Date,  the Seller will have good and valid title to all
of the Miami Assets, in each case free and clear of all liens, charges, security
interests  or other  encumbrances  of any  nature  whatsoever.  As of the  Miami
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 Miami 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
Miami 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 Miami  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 Miami
Assets, except for such violations,  conflicts,  breaches or defaults that would
not, either individually or in the aggregate, have a Material Adverse Effect.

                                      -10-
<PAGE>


          SECTION 5.06.  LICENSES.  As of the date of the Miami Closing Date,
TLI is the  holder of the  Miami FCC  Licenses  listed on  Schedule  1.01(a)(ii)
hereto with respect to the Miami Business, true and correct copies of which have
been delivered to Buyer. As of the Miami Closing Date, such licenses  constitute
all of the Miami FCC  Licenses,  permits and  authorizations  necessary  for the
operation  of the  Miami  Business  as now  operated.  As of the  date  of  this
Agreement and the Miami  Closing Date,  TLI legally and validly holds all of the
Miami FCC Licenses,  all of which are valid and in full force and effect.  As of
the date of this Agreement and the Miami 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 Miami 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
Miami Assets, other than regularly scheduled license renewal proceedings.  As of
the Miami  Closing  Date,  the Miami  Business is operating in compliance in all
material respects with such Miami 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 Miami  Closing  Date,  certain of the Miami FCC
Licenses expire on the date set forth in 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 Miami FCC License.

          SECTION 5.07.  CONDITION AND OPERATION OF MIAMI ASSETS. As of the
Miami Closing Date, all tangible Miami Assets (including  without limitation all
buildings, towers, antennae, fixtures and improvements owned or leased by either
Seller with respect to the Miami  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 Miami  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 Miami Closing Date, all
real property  owned or leased by either  Seller and all tangible  Miami 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
Miami Closing Date,  each Seller has access to all leased or owned real property
included in the Miami  Assets  pursuant  to valid  leases,  easements  or public
rights of way. As of the Miami  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 Miami  Assets,  nor
has any such property  been  condemned.  As of the Miami Closing Date,  all real
property  owned or leased by either Seller and all tangible  Miami Assets comply
in all material respect with the requirements,  standards, rules and regulations
of the FCC and of the FCC  Authorizations.  As of the Miami  Closing  Date,  the
transmitting  systems included in the Miami 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 Miami 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 Miami

                                      -11-
<PAGE>

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 Miami 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 Miami  Business.  Except
for the approval of the FCC and the Bankruptcy  Court referred to herein,  as of
the Miami 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 Miami 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 Miami Assets. Sellers have delivered to the Buyer a summary of
all insurance policies with respect to the Miami Assets and all 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
Miami 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 Miami 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.  MIAMI  BUSINESS.  As of the Miami  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


                                      -12-
<PAGE>

of the Sellers with respect to the FCC License and the services described in the
Sharing and Reimbursement Agreement together constitute all the necessary rights
for the Sellers to operate the Miami Business  consistent with past practices of
the Sellers.

          SECTION 5.15. NO ADDITIONAL WARRANTIES. OTHER THAN AS SPECIFICALLY SET
FORTH IN  SECTION  5.01.  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  MIAMI ASSETS
AND THE ASSUMED LIABILITIES.

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

          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 Miami Assets of the Buyer.

                                      -13-
<PAGE>


          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.

                        VI. CONDUCT PRIOR TO THE CLOSING

          SECTION 6.01.  INVESTIGATION  BY BUYER.  Buyer may, prior to the Miami
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 Miami  Assets or the
Miami  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 Miami
Assets or the Miami  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 Miami 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 Miami Assets or the Miami
Business.  Sellers  acknowledge that the rights set forth in this paragraph 6.01
are  essential  to Buyer as a means of  evaluating  the Miami 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 Miami Option
Exercise Notice to the Closing,  Sellers shall use reasonable commercial efforts
to preserve their respective business  organization  engaged in the operation of
the Miami  Business  intact,  keep  available  to Buyer the  services of present
employees of Sellers  relating to the Miami  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 Miami Business.

          SECTION 6.03.  CONDUCT OF MIAMI BUSINESS.  Sellers agree that from the
date of the Miami 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 Miami  Assets  involved  in the Miami  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

                                      -14-
<PAGE>

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 Miami Assets  relating to
the  Miami   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.

          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.

                                 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

                                      -15-
<PAGE>

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.

               (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 Miami  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.

                                      -16-
<PAGE>


                              VIII. CONSENTS, ETC.

          SECTION 8.01.  FCC ASSIGNMENT CONSENT.  The assignment of the Miami
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 Miami 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 Miami 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.

                                      -17-
<PAGE>

          SECTION  8.04.  UPDATING OF  INFORMATION.  On the Miami  Closing  Date
Sellers  will  deliver  to the Buyer (a)  updated  Schedules  hereto to  reflect
changes  therein from the date of this  Agreement to the Miami  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.  In
addition to the  conditions  set forth in Section 3.02,  the  obligations of the
Buyer  under this  Agreement  are  subject,  at the option of the Buyer,  to the
satisfaction  at or prior to the  Miami  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 Miami  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 Miami 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 Miami 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;

                                      -18-
<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 Miami 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 (other than equipment
in which Raycal  Datacom,  Inc.  ('Raycal")  holds a security  interest and with
respect to which  payments to Raycal do not exceed $5,000 per month (the "Raycal
Lien")  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 Miami Business.

          SECTION 9.02.  CONDITIONS  PRECEDENT TO OBLIGATIONS OF THE SELLERS. In
addition to the  conditions  set forth in Section 3.02,  the  obligations of the
Sellers under this Agreement are subject,  at the option of the Sellers,  to the
satisfaction  at or prior to the  Miami  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 Miami 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 Miami Closing Date,  and the Buyer shall have  delivered to the Sellers a
certificate to that effect.

               (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.


                                      -19-
<PAGE>

               (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 Miami 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 Miami 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:

                    (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.


                                      -20-
<PAGE>

          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.

               (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.  Subject to Section 3.02,  this Agreement
may be  terminated  at any time  prior to the closing on the Miami Closing Date:

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


                                      -21-
<PAGE>


               (b) by the  Buyer  or the  Sellers,  if the  Closing  shall  not
have  occurred  on or before six (6)  months  from  receipt of the Miami  Option
Notice of  Exercise,  subject to the Buyer's  option to extend such date to nine
(9) months from  receipt of the Miami 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.

          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.


                                      -22-
<PAGE>


          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.
               2131 Faraday Avenue
               Carlsbad, CA 92008
               Facsimile No.:  (760) 931-2550
               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: Karen Wiedemann, 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

          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


                                      -23-
<PAGE>

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
Miami 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.

               (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.


                                      -24-
<PAGE>


          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 Miami  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 Miami 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.

               "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


                                      -25-
<PAGE>

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.

               "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.


                                      -26-
<PAGE>

               "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 Miami 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 Miami metropolitan area.


                                      -27-
<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:



                                      -28-