Addendum To Exclusive License & Distribution Agrt.

September 26, 2002


VIA FACSIMILE


Mr. Robert Kelly Financial Director Minorplanet Limited Greenwich House, North Street Sheepscar, Leeds LS7 2AA


RE: EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT DATED 13 JUNE
2001 ENTERED INTO BETWEEN CAREN (292) LIMITED, FORMERLY KNOWN
AS MINORPLANET LIMITED ("MPL"), A COMPANY REGISTERED IN
ENGLAND UNDER COMPANY NUMBER 3213219 WHOSE REGISTERED OFFICE
IS AT GREENWICH HOUSE, NORTH STREET, SHEEPSCAR, LEEDS LS7 2AA
AND MISLEX (302) LIMITED, NOW KNOWN AS MINORPLANET SYSTEMS USA
LTD. ("MPUSA"), A COMPANY REGISTERED IN ENGLAND UNDER COMPANY
NUMBER 4131647 WHOSE REGISTERED OFFICE IS AT GREENWICH HOUSE,
NORTH STREET, SHEEPSCAR, LEEDS LS7 2AA, BUT WHOSE ADDRESS FOR
PURPOSES OF THE RECEIPT OF WRITTEN NOTICES SHALL BE 1155 KAS
DRIVE, SUITE 100, RICHARDSON, TEXAS, 75081 (THE "LICENSE
AGREEMENT")


Dear Mr. Kelly:


As previously discussed, during the initial twelve (12) months of the License Agreement, Section 6 of the License Agreement required MPL to provide marketing and sales support to MPUSA free of charges except for reimbursement of all reasonable traveling, accommodation and other expenses reasonably incurred by any employees of MPL in providing such services. However, as discussed, as the initial twelve (12) month period has now expired, the obligation of MPL to provide the referenced marketing and sales support to MPUSA free of charges is no longer in effect.


This letter serves to confirm the terms and conditions by which MPL shall continue to provide marketing and sales support to MPUSA as more fully set forth below:


1. Sales/Marketing Consulting Services from 14 June 2002 to 22 August
2002. To the extent MPL provided marketing and sales support to MPUSA
during the period beginning 14 June 2002 to 22 August 2002, MPL agrees
these services were provided free of charge except for reimbursement of
all reasonable traveling, accommodation and other expenses reasonably
incurred by any employees of MPL in providing such services.


2. Continued Sales and Marketing Support. MPUSA and MPL have agreed that
it is desirable that MPL shall continue to provide assistance to MPUSA
with the marketing and sale of VMI systems in North America during the
period beginning 23 August 2002 and ending 22 February 2003 (the
"Initial Consulting Term").


3. Executive Sales/Marketing Consulting Services. Part of the continuing
sales and marketing support shall be provided through MPL's senior
level executives, including but not limited to, its Chief Executive
Jeffery Morris ("Executive Sales/Marketing Consulting Services"). MPL
estimates that total fees in respect of Executive Sales/Marketing
Consulting Services for the Initial C ...