SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

NEXUS TELOCATION SYSTEMS LTD.

(Name of Issuer)

Ordinary Shares, NIS 0.03 par value per share	M74919149
(Title of Class of Securities)	(CUSIP Number)

Orly Tsioni, Adv.
Yigal Arnon & Co.
1, Azrieli Center
Tel-Aviv 67021, Israel
+972-3-608-7851
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 28, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)
(Page 1 of 13 Pages)

1 of 13

  CUSIP No.  M74919107 13D Page 2 of 13

1	NAMES OF REPORTING PERSONS: DBSI Investments Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 000000000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS: AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 114,978,356 (1) (2)
		8	SHARED VOTING POWER: 149,835,499 (1) (2) (3)
		9	SOLE DISPOSITIVE POWER: 114,978,356 (1) (2)
		10	SHARED DISPOSITIVE POWER: 149,835,499 (1) (2) (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 121,452,355 (1) (2) (4)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 35.61%
14	TYPE OF REPORTING PERSON: CO

2 of 13

(1)     As described in this Schedule 13D, pursuant to a Joinder Agreement to a share purchase agreement, dated February 28, 2005 (the “Purchase Agreement”) by and between Nexus and DBSI Investments Ltd. (“DBSI”), DBSI acquired 11,904,762 Ordinary Shares of Nexus at a price of $0.084 per share. Pursuant to the Purchase Agreement, DBSI was also granted warrants to purchase an aggregate of 2,619,048 Ordinary Shares which are exercisable at an exercise price of $0.084 per Ordinary Share, exercisable within sixty (60) days.

DBSI’s holdings also include 59,090,909 Ordinary Shares at a price of $0.044 pursuant to private transactions which were completed in March and August 2003, and warrants to purchase 41,363,637 Ordinary Shares at an exercise price of $.044 per share, exercisable within sixty (60) days.

(2)     Includes warrants granted pursuant to the March and August 2003 transactions to purchase 41,363,637 Ordinary Shares which are exercisable at an exercise price of $0.044 per Ordinary Share, exercisable within sixty (60) days.

(3)     DBSI entered into Shareholders Agreement with Egged Holdings Ltd. (“Egged”), dated November 2004 and amended January 2005, in respect of 34,857,143 Ordinary Shares and options held by Egged in Nexus. The principal terms of such agreement, include inter alia, the following provisions:

(a)	The Board of Directors of Nexus shall consist of seven directors of which: (i) four members will be nominated by DBSI; (ii) one member will be nominated by Egged; and (iii) two members shall be external directors as required by the Israeli Companies Law, 1999.
(b)	Egged shall have the right to appoint the higher of (i) one director; and (ii) such round number of directors which constitute 20% of Nexus’ representation in the Board of Directors of any direct or indirect subsidiary of the Company, other than Shagrir Vehicle Systems Ltd.
(c)	DBSI and Egged agreed to vote their shares in Nexus against any of the following resolutions, unless the parties agree otherwise in a prior written agreement: (i) distribution of dividend of either more or less than 75% of the profits attributable for distribution under law; (ii) increase of the share capital of Nexus or Shagrir Vehicle Systems Ltd.; (iii) entry into or amendment of any shareholders agreement to which Nexus is a party; (iv) for a period of twenty four months issuance of new shares or other securities convertible into shares by Nexus under a pre-money valuation of Nexus that is lower than Nexus’ valuation under the Share Purchase Agreement between Nexus and Egged, dated November 2005, not including new options to employees of Nexus and its subsidiaries; (v) approval of certain material transactions such as merger, acquisition and liquidation; and (vi) amendment of the Articles of Association of Nexus or any of its subsidiaries in such a way which shall have an adverse effect on the rights of either of the parties.
(d)	Except for transfer of shares within the usual trade of the stock exchange, Egged shall grant DBSI a right of first refusal to purchase its shares in the Company in the event Egged shall wish to sell its shares.

3 of 13

(e) Except for a transfer of shares within the usual trade of the stock exchange, in the event DBSI shall wish to sell its shares to a third party DBSI shall grant Egged a tag along right in respect of such sale.

The term of this agreement is for as long as DBSI holds at least 20% of the outstanding share capital of Nexus and for as long as Egged holds at least 9% of the outstanding share capital of Nexus.

(4)     Includes an aggregate of 6,473,999 Ordinary Shares, held by BPW Israel Ventures LLC (“BPW”) and Emerging Markets Ventures I LP (“EMV”), which are the subject of a shareholders agreement between DBSI, BPW and EMV, dated March, 2003. Pursuant to this agreement in the event that DBSI resolves to divest itself of any of its Ordinary Shares, DBSI can compel each of BPW and EMV to divest themselves of Ordinary Shares in the same percentage relative to each of their own respective holdings of Ordinary Shares as DBSI divested relative to its holdings of Ordinary Shares. DBSI is entitled to the right to compel such dispositions for as long as it holds at least 25% of the outstanding share capital of Nexus and for as long as each of BPW and EMV hold at least 1% of the outstanding share capital of Nexus.

The proxy granted by AMS Electronics Ltd. (“AMS”) in favor of DBSI, pursuant to which AMS granted DBSI all voting rights in connection with all of the Ordinary Shares of Nexus that AMS may hold from time to time was revoked in June 2004.

Based on a number of 341,080,519 Ordinary Shares outstanding as of the date hereof, (including all warrants exercisable within sixty (60) days) (according to publicly available information provided by Nexus to date), DBSI is the beneficial owner of 35.61% of the outstanding Ordinary Shares of the Company (including all warrants exercisable within sixty (60) days).

4 of 13

  CUSIP No.  M74919107 13D Page 4 of 13

1	NAMES OF REPORTING PERSONS: Barak Dotan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 000000000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS: PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:
		8	SHARED VOTING POWER: 149,835,499
		9	SOLE DISPOSITIVE POWER:
		10	SHARED DISPOSITIVE POWER: 114,978,356
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 121,452,355
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 35.61%
14	TYPE OF REPORTING PERSON: IN

5 of 13

  CUSIP No.  M74919107 13D Page 5 of 13

1	NAMES OF REPORTING PERSONS: Yossi Ben Shalom I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 000000000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS: PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 149,835,499
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 114,978,356
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 121,452,355
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 35.61%
14	TYPE OF REPORTING PERSON: IN

6 of 13

Item 1.     Security And Issuer.

The name of the issuer to which this Schedule relates is Nexus Telocation Ltd. (“Nexus”). Its principal executive offices are located at 1 Korazin Street Givatayim 53583 Israel. This Schedule 13D relates to Nexus’ Ordinary Shares, NIS 0.03 par value per share (the “Ordinary Shares”). The percentage of Ordinary Shares reported in this Schedule 13D as being beneficially owned by DBSI and any other information disclosed herein (other than descriptions of agreements and transactions to which DBSI is a party) is based on publicly available information provided by Nexus or other third parties.

Item 2.     Identity and Background

The Reporting Persons are, DBSI Investments Ltd. (“DBSI”), Barak Dotan and Yossi Ben Shalom. DBSI is controlled by Barak Dotan through his control of B.R.Y.N. Investments Ltd. and by Yossi Ben Shalom through his control of Pulpit Rock Investments Ltd. and White Condor Investments Ltd.

(1)     (a), (b)       DBSI Investments Ltd., is a company established in accordance with the laws of Israel, and is located at 85 Medinat Hayehudim Street, Herzlia, 49514, Israel.

          (c)       Occupation and Employment: Not applicable.

          (f)       Citizenship: Not applicable.

The executive officers and directors of DBSI are citizens of the State of Israel, their principal occupations and addresses are set forth below:

Name	Occupation	Address
Yossi Ben Shalom	Businessman; Director of companies	85 Medinat Hayehudim Street, Herzlia, 49514, Israel
Barak Dotan	Businessman; Director of companies	85 Medinat Hayehudim Street, Herzlia, 49514, Israel

The following persons may by reason of their interests in and relationships among them with respect to DBSI, be deemed to control DBSI:

(2)     (a), (b), (c), (f)       Mr. Barak Dotan – (see executive officers and directors of DBSI – Item 2) holds his shares of DBSI through his control of B.R.Y.N. Investments Ltd. (“BRYN”) a company established according to the laws of Israel. Mr. Barak Dotan controls BRYN pursuant to the terms of a power of attorney granted to him by Mr. Boaz Dotan and Mrs. Varda Dotan (“Dotan”). Pursuant to the power of attorney, Barak Dotan is entitled to take all actions to which Dotan would be entitled by virtue of its shareholdings in BRYN, with the exception of the disposition of such shares. According to its terms, Dotan is required to give notice of not less than ninety days to (i) revoke the power of attorney thereby acquiring the ability to vote the shares of BRYN; and (ii) dispose of the shares of BRYN.

7 of 13

(3)     (a), (b), (c), (f)       Mr. Yossi Ben Shalom – (see executive officers and directors of DBSI – Item 2) holds his shares of DBSI through his control of White Condor Holdings Ltd. and Pulpit Rock Investments Ltd.

          (d)       Criminal Proceedings: During the previous five (5) years, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any director or executive officer of DBSI, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

          (e)       Civil Proceedings: During the previous five (5) years, neither the Reporting Persons, or to the knowledge of the Reporting Persons, any director or executive officer of DBSI, have been party to a civil proceeding of any of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Persons or any of the individuals identified in this Item 2 was or is subject to a judgment, decree or final order enjoining future violations, of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.     Source and Amount of Funds or Other Consideration.

Rule:

On February 28, 2005, DBSI entered into a Joinder Agreement to a Share Purchase Agreement with the Company, pursuant to which DBSI purchased an aggregate of 11,904,762 Ordinary Shares at a purchase price of $0.084 per share and was granted warrants to purchase an aggregate of 2,619,048 Ordinary Shares exercisable at a price of $0.084 per Ordinary Share, exercisable within sixty (60) days.

DBSI also purchased an additional 59,090,909 Ordinary Shares at a price of $0.044 pursuant to a private transaction which was completed in March and August 2003, and was granted in such transactions, warrants to purchase 41,363,637 Ordinary Shares at an exercise price of $.044 per share, exercisable within sixty (60) days.

The source of funds for each of the above purchases was a loan from the shareholders of DBSI. The loans were granted under a framework loan agreement between DBSI and its shareholders entered into in June 2001. Pursuant to the agreement, any loan granted by the shareholders to DBSI shall be repaid within ten years of its grant, and will accrue the higher of: (a) linkage to the US dollar plus an interest rate of LIBOR plus 0.5%; or (b) linkage to the Israeli consumer price index.

8 of 13

Item 4.     Purpose of Transaction.

DBSI has acquired securities of Nexus for investment purposes. DBSI intends to review its investment in Nexus and may, based on such review as well as other factors (including, among other things, its evaluation of Nexus’ business, prospects and financial condition, amounts and prices of available securities of Nexus, the market for Nexus securities, other opportunities available to DBSI and general market and economic conditions), acquire additional securities of Nexus, on the open market or in privately negotiated transactions. In addition, based on its review and/or discussions with management, DBSI may explore from time to time a possible restructuring of Nexus. DBSI reserves the right at any time to change its present intention with respect to any or all of the matters referred to in this Item 4, or to dispose of any or all of the securities of Nexus purchased by it.

Except as set forth in this Item 4, DBSI has no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although DBSI does not rule out the possibility of effecting or seeking to effect any such actions in the future.

Item 5.     Interest in Securities of the Issuer.

(a)–(b)       Pursuant to the Purchase Agreement DBSI purchased 11,904,762 Ordinary Shares and was granted warrants to purchase an aggregate of 2,619,048 Ordinary Shares which are exercisable at a price of $0.084 per Ordinary Share, exercisable within sixty (60) days.

DBSI also purchased an additional 59,090,909 Ordinary Shares at a price of $0.044 pursuant to a private transaction which was completed in March and August 2003, and was granted in such transactions, warrants to purchase 41,363,637 Ordinary Shares at an exercise price of $.044 per share, exercisable within sixty (60) days.

Pursuant to a shareholders agreement between BPW Israel Ventures LLC (“BPW”), Emerging Markets Ventures I LP (EMV”) and DBSI, dated April 2003, in the event that DBSI resolves to divest itself of any of its Ordinary Shares, DBSI can compel each of BPW and EMV to divest themselves of Ordinary Shares in the same percentage relative to each of their own respective holdings of Ordinary Shares as DBSI divested relative to its holdings of Ordinary Shares. DBSI is entitled to the right to compel such dispositions for as long as it holds at least 25% of the outstanding share capital of Nexus and for as long as each of BPW and EMV hold at least 1% of the outstanding share capital of Nexus.

Consequently, DBSI is the beneficial owner of 121,452,355 Ordinary Shares, which, based on publicly available information provided by Nexus to date, represents 35.61% of the outstanding Ordinary Shares of the Company (including all warrants exercisable within sixty (60) days).

(c)       TRANSACTIONS EFFECTED BY DBSI IN THE PAST 60 DAYS – None.

9 of 13

(d)       In accordance with a shareholders agreement entered into between DBSI and Egged in November 2004, the parties agreed to vote their holdings, subject of the shareholders agreement, respectively, against a resolution relating to the distribution of dividend of either more or less than 75% of the profits appropriate for distribution, in accordance with Israeli law, unless they shall agree otherwise in a prior written agreement.

(e)       Not applicable

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

DBSI has entered into the following Shareholders Agreements:

          (i)       a Shareholders Agreement with Egged Holdings Ltd. (“Egged”), dated November 2004 and amended January 2005, in respect of 34,857,143 Ordinary Shares held by Egged in Nexus. The principal terms of such agreement, include inter alia, the following provisions:

(a) The Board of Directors of Nexus shall consist of seven directors of which: (i) four members will be nominated by DBSI; (ii) one member will be nominated by Egged; and (iii) two members shall be external directors as required by the Israeli Companies Law, 1999.

(b) Egged shall have the right to appoint the higher of (i) one director; and (ii) such round number of directors which constitute 20% of Nexus’ representation in the Board of Directors of any direct or indirect subsidiary of the Company, other than Shagrir Vehicle Systems Ltd.

(c) DBSI and Egged agreed to vote their shares in Nexus against any of the following resolutions, unless the parties agree otherwise in a prior written agreement: (i) distribution of dividend of either more or less than 75% of the profits attributable for distribution under law; (ii) increase of the share capital of Nexus or Shagrir Vehicle Systems Ltd.; (iii) entry into or amendment of any shareholders agreement to which Nexus is a party; (iv) for a period of twenty four months issuance of new shares or other securities convertible into shares by Nexus under a pre-money valuation of Nexus that is lower than Nexus’ valuation under the Share Purchase Agreement between Nexus and Egged, dated November 2005, not including new options to employees of Nexus and its subsidiaries; (v) approval of certain material transactions such as merger, acquisition and liquidation; and (vi) amendment of the Articles of Association of Nexus or any of its subsidiaries in such a way which shall have an adverse effect on the rights of either of the parties.

(d) Except for transfer of shares within the usual trade of the stock exchange, Egged shall grant DBSI a right of first refusal to purchase its shares in the Company in the event Egged shall wish to sell its shares.

10 of 13

(e) Except for a transfer of shares within the usual trade of the stock exchange, in the event DBSI shall wish to sell its shares to a third party DBSI shall grant Egged a tag along right in respect of such sale.

          The term of this agreement is for as long as DBSI holds at least 20% of the outstanding share capital of Nexus and for as long as Egged holds at least 9% of the outstanding share capital of Nexus.

          (ii)     an agreement between DBSI and Emerging Markets Ventures I, L.P. and BPA Israel Ventures LLC, dated March 2003. Pursuant to this agreement DBSI is entitled to purchase such Ordinary Shares from BPW and EMV pursuant to the terms of a first refusal right granted to DBSI on any proposed transfers of the Ordinary Shares of Nexus held by each of EMV and BPW, for as long as DBSI holds at least 25% of the outstanding share capital of Nexus and for as long as each of BPW and EMV hold at least 1% of the outstanding share capital of Nexus.

In the event that DBSI resolves to divest itself of any of its Ordinary Shares, DBSI can compel each of BPW and EMV to divest themselves of Ordinary Shares in the same percentage relative to each of their own respective holdings of Ordinary Shares as DBSI divested relative to its holdings of Ordinary Shares. DBSI is entitled to the right to compel such dispositions for as long as it holds at least 25% of the outstanding share capital of Nexus and for as long as each of BPW and EMV hold at least 1% of the outstanding share capital of Nexus.

          (iii)    an agreement between DBSI and Pelephone Communications Ltd., Clal Information Technologies Ltd., Polar Communication Ltd., M. Wertheim (Holdings) Ltd., Ardinest-Ben Natan Trustees Ltd., Dror Goldman Ltd., Gadi Aviram Ltd. and I. Brandes Ltd. dated June 27, 2004, in which DBSI grants such shareholders co-sale rights. The co-sale rights shall apply only for sales of the Company’s shares by DBSI which shall bring DBSI’s holdings in the Company to less than 50% of its holdings, on a fully diluted basis, on April 25, 2004. This agreement is to expire on April 25, 2006.

11 of 13

Item 7.     Materials to be Filed as Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
1	Joinder Agreement, dated February 28, 2005, by and among Nexus Telocation Systems Ltd. and DBSI Investments Ltd.
2	Voting Agreement with Egged, dated November 16, 2004.
3	Amendment to Voting Agreement with Egged, dated January 30, 2005.
4	Joint Filing Agreement dated July 11, 2005, between Barak Dotan and DBSI Investments Ltd., authorizing DBSI Investments Ltd. to file this Schedule 13D and any amendments hereto on behalf of Mr. Dotan.
5	Joint Filing Agreement dated July 11, 2005, between Yossi Ben Shalom and DBSI Investments Ltd., authorizing DBSI Investments Ltd. to file this Schedule 13D and any amendments hereto on behalf of Mr. Ben Shalom.

12 of 13

          SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 21, 2005

DBSI INVESTMENTS LTD.
BARAK DOTAN
YOSSI BEN SHALOM

By:	DBSI INVESTMENTS LTD.
By:	Name:
	Title:

Authorized signatories of DBSI Investments Ltd., for itself
and on behalf of Barak Dotan and Yossi Ben Shalom, pursuant
to the Consents annexed as exhibits 4-5 to this Schedule 13D

13 of 13

EX-99

Exhibit 1

JOINDER AGREEMENT

          This Joinder Agreement to the Share Purchase Agreement is entered into as of February 28, 2005, between Nexus Telocation Systems Ltd. (“Nexus”) and DBSI Investments Ltd. (the “Joining Purchaser”).

WHEREAS

on November 16, 2004 Nexus and Egged Holdings Ltd. have entered into that certain Share Purchase Agreement (the “SPA”) pursuant to which Nexus agreed to issue and sell to Egged and Egged agreed to purchase from Nexus 28,571,429 Ordinary Shares of Nexus, par value NIS 0.03 each (the “Initial Shares”), at a price per share of 8.4 US cents (US$0.084) (hereinafter, the “Price Per Share”), at a total consideration of 2,400,000 US dollars and Nexus issued to Egged a warrant to purchase such number of Ordinary Shares equal to the number of Initial Shares multiplied by 22%, at an exercise price per warrant shares of 8.4 US cents (US$0.084) (the “Warrant Exercise Price”); and

WHEREAS

the Joining Purchaser desires to purchase and Nexus desires to issue and sell to the Joining Purchaser 11,904,762 Ordinary Shares of Nexus, par value NIS 0.03 each (the “Joining Purchaser Shares”), at the Price Per Share, and a total consideration of one million US dollars ($1,000,000) and a warrant to purchase such number of Ordinary Shares equal to the number of Joining Purchaser Shares multiplied by 22%, at the Warrant Exercise Price.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

Capitalized terms used and not defined herein shall have the meaning ascribed to them in the SPA.

1.	Upon the execution of this Joinder Agreement, the Joining Purchaser agrees, effective as of the date of this Agreement, to become a party to the SPA, except for the modifications listed in Section 2 below. Nexus hereby agrees to issue and sell to the Joining Purchaser, and the Joining Purchaser agrees to purchase from Nexus the Joining Purchaser Shares, at the Price Per Share and an aggregate purchase price of one million US dollars ($1,000,000), and Nexus shall issue to the Joining Purchaser a warrant to purchase such number of Ordinary Shares equal to the number of the Joining Purchaser Shares multiplied by 22%, at the Warrant Exercise Price, in the form attached hereto as Exhibit A.
2.	Subsection A(ii) to Section 5.1 (definition of Registrable Securities) and sections 6.3, 7.9 and 10.11 of the SPA shall not apply to the Additional Purchaser. In addition, all percentages referred to in the SPA shall not apply and are correct only as of the date of the Egged investment under the SPA.
3.	It is hereby clarified that this Joinder Agreement shall not create any obligation by and among any of the purchasing entities.

Nexus Telocation Systems Ltd. DBSI Investments Ltd.

EX-99

Exhibit 2

SHAREHOLDERS AGREEMENT

          This Agreement is made as of November 16, 2004 by and between DBSI Investments Ltd. (“DBSI”), having an address at 85 Medinat Hayehudim Street, Herzeliya, and Egged Holdings Ltd. (“Egged”), having an address at 142 Menachem Begin Street, Tel Aviv. Each, a “Party” and together “Parties”.

WHEREAS,	DBSI currently holds 59,125,909 shares of Nexus Telocation Systems Ltd. (“Nexus”), constituting 29.71% of the current issued and paid up share capital of Nexus (such holdings and any other DBSI direct or indirect holdings (as such term is defined in the Securities Law, 1968 (“Securities Law”)) in Nexus from time to time, “DBSI Holdings”); and
WHEREAS,	Egged has entered into an agreement to purchase shares of Nexus either directly or by exercise of warrants (“Shares”) pursuant to that certain Share Purchase Agreement dated as of November 16, 2004 (“Share Purchase Agreement”), constituting 14.36% (not including the exercise of the warrants) of the currently issued and paid up share capital of Nexus (such holdings and any other Egged direct or indirect holdings (as such term is defined in the Securities Law) in Nexus from time to time, “Egged Holdings”); and
WHEREAS,	the Parties desire to set forth the terms of their relationship in connection with the DBSI Holdings and the Egged Holdings.

          NOW, THEREFORE, the Parties hereto hereby agree as follows:

1.	Representations and Warranties of all Parties
	Each Party, in respect of itself only, hereby represents and warrants to the other Party and acknowledges that the other Party is entering into this Agreement in reliance thereon, as follows:

1.1 Authority and Enforceability

1.1.1	It has the legal capacity or corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder;
1.1.2	It is duly organized, validly existing and, to the extent applicable, in good standing under any pertinent law, treaty, statute, ordinance, code, rule or regulation of a governmental entity or judgment, decree, order, writ, award, injunction or determination of an arbitrator or competent court or other governmental entity (together “Laws”) of the jurisdiction of its incorporation and has all requisite corporate power and authority to own or lease and operate its properties and to conduct its business as it is now being conducted and is proposed to be conducted;
1.1.3	No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by it in connection with (i) the execution, delivery or enforceability of this Agreement; or (ii) the consummation of any of the transactions contemplated herein;

	1.1.4	The execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary actions, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby;
	1.1.5	This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with their terms;
1.2	No Conflict
	Neither the execution of this Agreement nor the performance by it of its obligations hereunder, nor the consummation of the transactions contemplated hereby does:

1.2.1	Conflict with or violate its articles of association, by-laws or other organizational document;
1.2.2	violate, conflict with or result in the breach or termination of, or otherwise give any other person the right to accelerate, renegotiate or terminate or receive any payment, or constitute a default or an event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default) under the terms of, or result in the imposition of any mortgage, lien, pledge, encumbrance, charge, security interest, purchase or call option or similar right of a third party, or any right or arrangement with a creditor to have a claim satisfied out of the relevant property or asset under, any contracts or any permits to which it is a party or by which it or any of its assets or operations are bound or affected; or
1.2.3	constitute a violation by it of any Laws;

2. Other Shareholders Agreements

2.1	DBSI and Egged hereby warrant and represent that neither party will become a party to any shareholders agreement or understanding with any other party relating to their holdings in Nexus, as long as this Agreement is in effect.
2.2	Notwithstanding the above DBSI hereby declares and Egged acknowledges that the above shall not apply to the specific agreements detailed in Exhibit 2.2 attached hereto. DBSI will not amend or change any provision included in such agreements without obtaining Egged’s prior written approval.

3. Term of Agreement.

3.1	This Agreement shall become effective upon the Closing of the Share Purchase Agreement.
3.2	The term of this Agreement shall expire upon the earlier of: Egged’s Holdings decrease below 9% of the issued and outstanding share capital of Nexus; or the DBSI Holdings decrease below 20% of issued and outstanding share capital of Nexus.
3.3	This Agreement will terminate in the event of receipt of a final arbitral judgment or court judgment regarding the termination of the Share Purchase Agreement, the Convertible Loan Agreement by and among Pointer (Eden Telecom) Ltd. (“Pointer”) Egged and Nexus, dated November 16, 2004, and/or the Share Purchase Agreement between Pointer and Egged, dated November 16, 2004.

– 2 –

4.	Voting
	DBSI and Egged agree, and shall vote the DBSI Holdings and the Egged Holdings respectively to ensure, the following:

4.1 Nomination of Directors

4.1.1	Board of Directors of Nexus
	During the term of this Agreement, the Board of Directors of Nexus shall consist of seven directors of which: (i) four (4) members will be nominated by DBSI; (ii) one (1) member will be nominated by Egged; and (iii) two members shall be external directors as required by the Companies Law, 1999 (“Companies Law”), upon the need to replace any of which, one recommended by Egged and one recommended by DBSI, in that order. The member to be nominated by Egged as set forth in sub-section (ii) above will be either the Chairman of the Board of Directors, CEO or CFO of Egged or Egged’s parent company. Egged herby agrees to vote at a shareholders meeting of Nexus for any nominee who may be proposed by DBSI to become a member of the Board of Directors of Nexus, and DBSI hereby agrees to vote at a shareholders meeting of Nexus for the nominee which may be proposed by Egged to become a member of the Board of Directors of Nexus.
4.1.2	Board of Directors of Subsidiaries Not Including Pointer
	Egged shall have the right to appoint the higher of (i) one director; and (ii) such round number of directors which constitute 20% of Nexus’ representation in the Board of Directors; of any direct or indirect subsidiary of Nexus (“Subsidiary”) other than Pointer.
4.1.3	Board of Directors of Pointer (Eden Telecom Group) Ltd.
	During the term of this Agreement the Parties hereby agree that the members of the Board of Directors of Pointer, a subsidiary of Nexus, shall consist of eight members. Egged acknowledges that it is aware of the agreement attached hereto as Annex 1 (“Recanati Agreement”) reached between Nexus and the Recanati Group pursuant to which Nexus is entitled to nominate four members to the Board of Directors of Pointer and the Recanati Group is entitled to nominate four members to the Board of Director of Pointer; of the four members to be nominated by Nexus one member shall serve as the Chairman of the Board of Directors of Pointer and shall have a casting vote. The Parties hereby agree that of the four members to be nominated by Nexus to the Board of Directors of Pointer, Egged shall be entitled to nominate one member, on its behalf, who shall not act as the Chairman of the Board of Directors of Pointer.
	In the event that the Recanati Agreement expires or is terminated for any reason, Egged shall have the right to nominate the higher of: (i) such number of directors which represents Egged’s actual shareholdings in Pointer; or (ii) one of four directors.

– 3 –

	4.2	Resolution Transfer
		4.2.1	The articles of association of Nexus shall during the term of this Agreement contain a provision entitling any director nominated by Egged or DBSI to demand that any resolution of the Board of Directors of Nexus shall be transferred to the vote of the shareholders of Nexus.
		4.2.2	The articles of association of any Subsidiary shall during the term of this Agreement contain a provision entitling any director to demand that any resolution of the Board of Directors of such Subsidiary shall be transferred to the vote of the shareholders of such Subsidiary.  It is hereby agreed that the articles of association of the current Subsidiaries, not including Pointer, shall be amended, as detailed in this Section, per the request of Egged.
5.	Chief Executive Officer of Nexus
	The Parties hereby agree that in the event Nexus shall wish to nominate a new Chief Executive Officer to Nexus, set such Chief Executive Officer’s terms or change such terms, a committee comprising two members of DBSI and one member of Egged shall discuss the candidates or terms proposed by DBSI and attempt to reach an agreed recommendation to the Board of Directors.  The committee shall report to the Board of Directors as to their recommendation, including, if an agreed recommendation is not achieved, the objections raised by members of the committee
6.	Special Resolutions
	6.1	DBSI and Egged agree to vote the DBSI Holdings and the Egged Holdings respectively against a resolution approving any of the following issues, unless the Parties agree otherwise in a prior written agreement to that extent:
		6.1.1	Distribution of dividends or other benefit to shareholders (as such terms are defined in the Companies Law) of either more or less than 75% of the profits appropriate for distribution under law.
		6.1.2	Increase of the share capital of Nexus or Pointer.
		6.1.3	Entry into or amendment of any shareholders agreement to which Nexus is a party (including amendment of the Recanati Agreement).
		6.1.4	For a period of twenty four (24) months commencing as of the date hereof, issuance of new shares or any other securities convertible into shares by Nexus under a pre-money valuation of Nexus lower that the pre-money valuation under the Share Purchase Agreement, not including issuance of new options to employees of Nexus and its subsidiaries of up to 5% in the aggregate of the issued share capital of Nexus and issuance of shares by Nexus as a result of exercise of any options and warrants outstanding as of the date hereof.
		6.1.5	Approval of material transactions which are not in the ordinary course of business of Nexus and Pointer, including, the sale and/or pledge of a substantial amount of the assets, material acquisition of businesses or companies or material investments, in other businesses or companies, reorganization, merger, amalgamation, spin-off, de-merger, entering into new fields of business, cessation of activities, dissolution, material transactions with interested parties (as such term is defined in the Companies Law).

– 4 –

		6.1.6	The amendment of the Articles of Association of Nexus or Pointer or any other direct or indirect subsidiary of Nexus in such a way which shall have an adverse effect on the rights of either of the Parties.
7.	Transfer of Shares in Nexus
	Other than a transfer within the usual trade of the stock exchange or to an Affiliate (as defined below), if a Party proposes to transfer shares in Nexus to one or more third parties (“Disposition”), then the following provisions shall apply.
	For this purpose, the term “Affiliate”, shall mean with regard to an entity (“X”) any entity that directly or indirectly (i) is under Control of “X”, (ii) has Control over “X”, or (iii) is under common Control with “X”.  For this purpose, “Control”, shall mean ownership of at least 51% of the equity or voting power of an entity or the right to appoint more than 51% of the members of the board of directors of such entity.
	7.1	Right of First Refusal
		7.1.1	In the event of a Disposition by Egged, Egged shall give DBSI a written notice of its intention to make the Disposition (“Transfer Notice”), which Transfer Notice shall include (i) a description of the shares to be transferred (“ Offered Shares”), (ii) the identity of the prospective transferee(s) and the ultimate beneficiary of such transferee (“Proposed Transferee”) and (iii) the consideration and the material terms and conditions upon which the proposed Disposition is to be made. The Transfer Notice shall certify that Egged has received a firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Disposition.
		7.1.2	DBSI shall have an option for a period of thirty days from its receipt of the Transfer Notice, to elect to purchase the Offered Shares at the same price and subject to the same terms and conditions as described in the Transfer Notice by notifying Egged in writing, before expiration of the thirty days period (“ Purchase Notice”). Failure to respond to the Transfer Notice within the applicable period will be deemed a waiver of the right to exercise.
		7.1.3	In the event that DBSI does not exercise its option under this § 7.1 to the full extent, Egged, at any time thereafter, up to the expiration of 3 months from the end of such period, shall be at liberty to transfer all, but not fewer than all, the Offered Shares to the transferee(s) identified in the Transfer Notice on a bona fide sale at any price and conditions not being less favorable to Egged than those contained in the Transfer Notice. In such event and subject to the Proposed Transferee purchasing more than 50% of Egged Holdings then the Proposed Transferee shall become a party to this Shareholders Agreement instead of Egged, by signature on this Agreement, and this Agreement shall apply mutatis mutandis to such Proposed Transferee.  It is hereby clarified that the provisions of Section 3.2 herein shall apply to the Proposed Transferee without change.

– 5 –

	7.1.4	The provisions of this Section 7.21 shall not apply to any sale and/or transfer by Egged to any Affilate, provided that such Affiliate, prior to such transfer, confirms in writing to DBSI, on terms reasonably accepted to DBSI, that it agrees to be bound by all agreements binding upon Egged immediately prior to such transfer and that Egged unconditionally guarantees performance by the Affiliate.
7.2	Tag Along
	7.2.1	In the event of (i) a Disposition by DBSI; or (b) a change of control (as defined below) over DBSI or a company holding any part of the DBSI Holdings; DBSI shall provide Egged with a Transfer Notice and Egged shall have the right to demand in the Purchase Notice that, as a condition to the transaction, the proposed purchaser shall purchase from Egged, at the same terms described in the Purchase Offer that portion of Nexus shares proposed to be acquired by the proposed purchaser (“Transaction Shares”) expressed by a fraction, the numerator of which is the Egged Holdings and the denominator of which is the sum of (i) the Egged Holdings and the number of shares then held by other shareholders of Nexus granted this right by DBSI, as set forth in Exhibit 7.2.1, and utilizing such right and (ii) the number of shares then held by DBSI (“Pro Rata Percentage”). The right granted in this §7.2 to Egged is only in respect of the Shares.
		For this purpose, a “change of control” shall mean a situation where the Dotan family and the Ben Shalom family together directly or indirectly hold less than 50.01% of the issued and outstanding shares of the pertinent corporation.
	7.2.2	If no notice is received within the said five business days it will be deemed a waiver by Egged to exercise its co-sale right.
	7.2.3	Egged hereby acknowledges that DBSI has granted similar co-sale rights to other shareholders of Nexus and the Pro Rata Percentage shall be determined based on the number of other shareholders granted this right who shall exercise their co-sale rights.
	7.2.4	If Egged elects not to participate in such sale and/or transfer, then DBSI shall be entitled to sell and/or transfer the Transaction Shares to the proposed purchaser within ninety (90) days thereafter, on the same terms and conditions as offered to Egged. Any Transaction Shares not sold within such 90 days period shall continue to be subject to the requirements under this Section 7.
	7.2.5	The provisions of this Section 7.2 shall not apply to any sale and/or transfer by DBSI to any Affilate, provided that such Affiliate, prior to such transfer, confirms in writing to Egged, on terms reasonably accepted to Egged, that it agrees to be bound by all agreements binding upon DBSI immediately prior to such transfer and that DBSI unconditionally guarantees performance by the Affiliate.

– 6 –

8.	Dispute Resolution
	8.1	Arbitration
		Any controversy or claim arising out of or relating to this Agreement, including questions of arbitrability, shall be settled solely by arbitration in accordance with this Section 8. Any such arbitration shall be conducted in the Hebrew language, in Tel Aviv, Israel, by a single arbitrator mutually agreed upon by the Parties who is an attorney, and in the event that the identity of an arbitrator cannot be agreed upon within 15 days following submission to arbitration - by an arbitrator who is an attorney and appointed by the President of the Israeli Bar Association. The arbitrator shall not be bound by rules of civil procedure or the principals governing admissibility of evidence. The arbitrator shall have the right to order discovery as the arbitrator deem appropriate. This Section 8 shall be deemed as an Arbitration Agreement.
	8.2	Expenses
		The expenses of each Party, including legal and accounting fees, if any, with respect to the arbitration, shall be borne by such Party, except to the extent otherwise directed by the arbitrator, who shall endeavor to allocate them among the disputing Parties based upon the relative merits of their cases. The expenses of the arbitrator shall be borne as a function of and in proportion to the arbitrator’s determination of the dispute.
	8.3	Interim Relief
		Notwithstanding anything in this Section 8 each Party may seek interim injunctive relief from a court of competent jurisdiction provided that such interim injunction relief shall be until an arbitrator is appointed. The continuance of such interim relief may be determined by the arbitrator. No arbitration pursuant to this Agreement shall be stayed or delayed pending the outcome of any judicial or other proceedings.
	8.4	Arbitral Award
		The award of the arbitrator shall be issued in a written opinion, which shall set forth the arbitrator’s finding of facts and conclusions, and shall be conclusive and binding upon the Parties. Judgment upon an arbitral award may be entered in any court of competent jurisdiction. The arbitrator shall have the right to order injunctive relief and the payment of attorneys’ fees, costs and other damages.
9.	Miscellaneous
	9.1	Entire Agreement
		Subject to the provisions of §3 above, this Agreement constitutes the sole understanding of the parties with respect to the subject matter hereof. No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto.

– 7 –

	9.2	Cooperation
-		Each of the Parties shall take such actions, including the execution and delivery of further instruments, as may be necessary to give full effect to the provisions hereof and to the intent of the Parties.
	9.3	Amendments
		This Agreement may not be amended, modified, released, or discharged in any manner except by an instrument in writing, referring to this Agreement, and signed by all Parties or confirmed by an exchange of faxes.
	9.4	Relationship of the Parties; No Benefit to Others
		9.4.1	This Agreement shall not create an agency or partnership relationship, and nothing hereunder shall be deemed to authorize either Party to act for, represent or bind the other except as expressly provided in this Agreement.
		9.4.2	This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and shall not be construed as conferring any rights on any third parties.
	9.5	Severability
		If and solely to the extent that any provision of this Agreement shall be invalid or unenforceable, or shall render this entire Agreement to be unenforceable or invalid, such offending provision shall be of no effect and shall not affect the validity of the remainder of this Agreement or any of its provisions; provided, however, the Parties shall use their respective reasonable efforts to renegotiate the offending provisions to best accomplish the original intentions of the parties.
	9.6	Governing Law
		This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to any conflicts of laws principals.
	9.7	Jurisdiction
		Subject to the provisions of §8 above, any action or proceeding will be brought in a competent court located in the city of Tel Aviv, Israel, and each Party hereto irrevocably submits to the exclusive jurisdiction of such court in respect to any such action or proceeding. Any ruling of such court may be enforced in any court of law of competent jurisdiction. Each Party hereto irrevocably waives to the fullest extent provided by applicable law any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such court and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
	9.8	Counterparts
		This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

– 8 –

9.9	Headings. The headings of the Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.
9.10	No Waiver
	9.10.1	No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, will be deemed to constitute a waiver by the party taking any action of compliance with any representation, warranty or agreement contained herein. The waiver by any party hereto of any condition or of a breach of any other provision of this Agreement will not operate or be construed as a waiver of any other condition or subsequent breach. The waiver by any party of any of the conditions precedent to its obligations under the Agreement will not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.
	9.10.2	No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent, or approval of any kind on the part of any Party of any breach or default under this Agreement, or any waiver by any Party of any provisions or conditions of this Agreement, must be in writing and executed by such Party and shall be effective only to the extent specifically set forth in such writing.
9.11	Successors and Assigns
	Subject to §7.1.3 above,
	9.11.1	The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the parties hereto; provided, however, that
	9.11.2	this Agreement may not be assigned by any party without the prior written consent of the other party hereto.
	Any attempted assignment in violation of this §9.11 shall be void and of no effect.
9.12	Notices
	All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given (a) upon personal delivery, (b) on the first business day after delivery to a courier service which guarantees next business-day delivery, under circumstances in which such guaranty is applicable, or (c) on the earlier of delivery or five (5) business days after mailing by certified or registered mail, postage and fees prepaid, to the appropriate party at the address set forth above or to such other address as the part so notifies the other in writing.
9.13	Remedies
	All rights, remedies, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.

– 9 –

9.14	Construction
	9.14.1	The preamble and recitals in this Agreement consist an integral part of this Agreement.
	9.14.2	The headings in this Agreement and their associated numbers are included for ease of reference only and shall have no legal, constructive or interpretive effect.
	9.14.3	The word “including” shall mean including without limitation.
	9.14.4	The word “day” shall mean a calendar day, with no exception for holidays or non-business days, and such day expires at 4:00 p.m. Tel Aviv Time.
	9.14.5	This Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first above written.

DBSI INVESTMENTS LTD.

EGGED HOLDINGS LTD.

- 10 -

EX-99

Exhibit 3

AMENDMENT TO SHAREHOLDERS AGREEMENT

          This Amendment to Shareholders Agreement is made as of January 30, 2005 by and between DBSI Investments Ltd. (“DBSI”), having an address at 85 Medinat Hayehudim Street, Herzeliya, and Egged Holdings Ltd. (“Egged”), having an address at 142 Menachem Begin Street, Tel Aviv. Collectively the “Parties”.

WHEREAS,	the Parties entered into a Shareholders Agreement on November 16, 2004 (the “Shareholders Agreement”); and
WHEREAS,	the Parties wish to amend certain terms of the Shareholders Agreement.

NOW, THEREFORE, the Parties hereto hereby agree as follows:

1.	Section 4.1.1 of the Shareholders Agreement shall be replaced with the following:
	4.1.1	Board of Directors of Nexus
			During the term of this Agreement, the Board of Directors of Nexus shall consist of seven directors of which: (i) four (4) members will be nominated by DBSI; (ii) one (1) member will be nominated by Egged; and (iii) two members shall be external directors as required by the Companies Law, 1999 (“Companies Law”), upon the need to replace any of which, one shall be recommended by Egged and one shall be recommended by DBSI, in that order. The member to be nominated by Egged as set forth in sub-section (ii) above will be either the Chairman of the Board of Directors, CEO or CFO of Egged or Egged’s parent company. Egged herby agrees to vote at a shareholders meeting of Nexus for any nominee who may be proposed by DBSI to become a member of the Board of Directors of Nexus in accordance with subsection (i) above, and DBSI hereby agrees to vote at a shareholders meeting of Nexus for the nominee which may be proposed by Egged to become a member of the Board of Directors of Nexus in accordance with sub-section (ii) above. It is hereby clarified that neither Party is obligated in any way to vote for any external director to be recommended by the other Party.
2.	All other terms and conditions of the Shareholders Agreement shall remain without change.

DBSI INVESTMENTS LTD. EGGED HOLDINGS LTD.

EX-99

Exhibit 4

DBSI Investments Ltd.
85, Medinat Hayehudim Street
Herzlia 49514
Israel

July 11, 2005

Gentlemen,

          Pursuant to rule 13d-k(l)(iii) promulgated under the Securities Exchange Act 1934, as amended, the undersigned hereby agrees that DBSI Investments Ltd. (“DBSI”) may file as necessary on behalf of the undersigned with the Securities and Exchange Commission on a Schedule 13D or any amendments thereto in respect of shares of Nexus Telocation Systems Ltd. purchased, owned or sold from time to time by the undersigned.

          DBSI is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13 D or any amendments thereto.

Very truly yours,

Barak Dotan

Agreed:

DBSI Investments Ltd.

By:

EX-99

Exhibit 5

DBSI Investments Ltd.
85, Medinat Hayehudim Street
Herzlia 49514
Israel

July 11, 2005

Gentlemen,

          Pursuant to rule 13d-k(l)(iii) promulgated under the Securities Exchange Act 1934, as amended, the undersigned hereby agrees that DBSI Investments Ltd. (“DBSI”) may file as necessary on behalf of the undersigned with the Securities and Exchange Commission on a Schedule 13D or any amendments thereto in respect of shares of Nexus Telocation Systems Ltd. purchased, owned or sold from time to time by the undersigned.

          DBSI is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13 D or any amendments thereto.

Very truly yours,

Yossi Ben Shalom

Agreed:

DBSI Investments Ltd.