Confidential

December 24, 2002

ToNexus Telocation Systems Ltd.

Offer to Acquire NexusData Inc.

The purpose of this agreement is to outline the principals of an
agreement between Nexus Telocation Systems Ltd. (Nexus) and STORM
International represented by Shlomo Nimrodi or any new entity, which shall be
established for this purpose (the Investor) to acquire NexusData Inc. (ND
or the Company).

| | 1. | After
  working closely with the Company in the last three months the Investor is
  interested in acquiring the Company and undertakes to take the following
  immediate actions:                                             
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| | 2. | The Investor
  is offering to acquire 100% of the outstanding share capital of ND as well as
  the outstanding debt of ND to Nexus in an amount of approximately $10
  million, for the consideration of US$1 (one US dollar).

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Confidential

| | 3. | The Investor
  acquires ND as is and waives any claim and/or demand against Nexus, its
  officers and directors.                                                                                                                                                                                                                                                                                    
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                     
| | 4. | ND will
  commit to pay Nexus a total amount of up to US$1.0 million in four equal
  quarterly payments in an earn out that will be paid after ND would have had 4
  consecutive cash positive quarters and net assets of at least US$10 million.                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                     
| | 5. | A bridge
  loan to ND provided by certain shareholders of Nexus Telocation Systems Ltd.
  (the Lenders) in an amount of approximately US$500,000 (the Loan) plus
  the accrued interest shall be converted into shares of the Company, in the
  Next Round of Financing, as defined herein, under such terms as more
  specifically set forth in an agreement among the Company and the Lenders.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Next Round
  of Financing shall mean an investment in the equity of the Company of at
  least US$2 million.                                                                                                                                                                                                                                                                                       
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| |    | In addition,
  it is agreed between the Bank and the Lenders that in the event of repayment
  of any debt to the Bank the Lenders will also be repaid at a ratio of 3:1
  between the Bank and the Lenders.                                                                                                                                                                                         
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| | 6. | This
  agreement is binding subject to the Investor reaching arrangements with (i)
  the Bank; and (ii) the employees of the Company, and both parties undertake
  to sign any additional documents required in order to finalize successfully
  this transaction.                                                                                                                                  

|                                |  |                       | 
|------------------------------- |  | --------------------- | 
|Nexus
  Telocation Systems Ltd. |  | STORM
  International | 

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