Services

March 12, 2003

AMS Electronics Ltd.
41 Hataasia Street
Arad

Dear Sirs,

In connection with the Manufacturing and Purchase Agreement entered into between AMS Electronics Ltd. (AMS), Nexus Telocation Systems Ltd. (Nexus Telocation) and Nexus Data Inc. and Nexus Data (1993) Ltd. (collectively, Nexus Data), dated January 15, 2002 (the Original Manufacturing Agreement; capitalized terms used herein and not specifically otherwise defined shall have the meaning ascribed to them in the Original Manufacturing Agreement); and , and further to our correspondence to this matter we would like to put in writing our understanding regarding the changes and amendments to the Original Manufacturing Agreement.

WHEREAS,

Nexus Telocation and AMS signed a letter agreement amending the Original Manufacturing Agreement on January 27, 2003 (the Prior Amendment); and

WHEREAS

Nexus Telocation and AMS agree to terminate the Prior Amendment and it shall be replaced in its entirety by this letter agreement; and

WHEREAS

Nexus Telocation has sold all its holdings in Nexus Data on December 24, 2002, to third parties, subject to certain conditions, and since such sale has already been completed, Nexus Data is no longer a subsidiary of Nexus Telocation; and

WHEREAS

AMS reached separate agreements with Nexus Telocation and Nexus Data in such a way that the Original Manufacturing Agreement shall continue to apply with each of Nexus Telocation and Nexus Data separately such that each of Nexus Telocation and Nexus Data shall only be responsible for its liabilities; and

WHEREAS

Nexus Telocation and AMS reached an agreement regarding certain changes to the terms of the Original Manufacturing Agreement as herein detailed; and

WHEREAS

the parties wish to set forth their agreements with respect to the Original Manufacturing Agreement as it shall continue to apply to and between Nexus Telocation and AMS;

Now therefore, it is agreed to amend the terms of the Original Manufacturing Agreement between Nexus Telocation and AMS as follows:

CONTRACT MANUFACTURING AGREEMENT

        THIS CONTRACT MANUFACTURING AGREEMENT is made and entered into between Boehringer Ingelheim Vetmedica, Inc., a Delaware corporation (the "Manufacturer") and KMG Bernuth, Inc., a Delaware corporation (the "Customer"), on this 30th day of December, 2002 (the "Effective Date").

RECITALS

        WHEREAS, Contemporaneously with the execution of this Agreement, Customer has acquired from Manufacturer under the terms of the Asset Purchase Agreement, the Manufacturer's business of producing and selling the Products;

        WHEREAS, Manufacturer has significant experience in manufacturing the Products;

        WHEREAS, Customer has agreed to purchase the raw materials inventory necessary to manufacture the Products and Customer desires to retain Manufacturer, under the terms and conditions described herein, to manufacture the Products;

        WHEREAS, Customer has acquired the Equipment necessary to manufacture the Products and such Equipment is currently housed within the Manufacturer's facility; and

        NOW, THEREFORE, in consideration of the premises and mutual promises, terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows:

SECTION 1: DEFINITIONS.

        1.1    Definitions.    Unless context otherwise requires, capitalized terms shall have the meaning set forth in the Definitions attached hereto as EXHIBIT A, which is incorporated herein by reference.

SECTION 2: REPRESENTATIONS OF CUSTOMER.

        Customer hereby makes the following representations and warranties to Manufacturer, each of which shall be true as of the Effective Date and throughout the Term:

        2.1    Authorization to Conduct Business; Certification.    Customer is duly authorized to transact business in the manner contemplated by this Agreement.

        2.2    Authority.    Customer has full corporate power and authority to enter into and perform (a) this Agreement; and (b) all documents and instruments to be executed by Customer pursuant to this Agreement. This Agreement has been duly executed and delivered by Customer and is enforceable in accordance with its terms.

        2.3    Consents; Licenses.    No consent, authorization, license, order or approval of, or filing or registration with, any governmental authority or other Person is required for the execution and delivery by Customer of this Agreement and the consummation by Customer of the transactions contemplated by this Agreement.

        2.4    Declaration by Customer.    Customer declares that Customer has complied with all federal, state and local laws regarding business permits, certificates and licenses that may be required to sell and distribute the Products.

        2.5    Litigation.    There is no pending litigation, which would materially impact or affect this Agreement or Customer's execution or performance hereof.