SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

POINTER TELOCATION LTD.

(Name of Issuer)

Ordinary Shares, NIS 3.00 par value per share	M7946T104
(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)

April 6, 2006

(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 14 Pages)

  CUSIP No.      M7946T104 13D       Page    2    of    14      

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: 1,312,927 (1) (2)
		8	SHARED VOTING POWER: 1,866,379 (1) (2) (3)
		9	SOLE DISPOSITIVE POWER: 1,312,927 (1) (2)
		10	SHARED DISPOSITIVE POWER: 1,312,927(1) (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,866,379 (1) (2) (3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 54.3%
14	TYPE OF REPORTING PERSON: CO

(1)     On March 29, 2006 DBSI Investments Ltd. (“DBSI”) exercised warrants to purchase 318,182 Ordinary Shares of Pointer Telocation Ltd. (“Pointer”), par value NIS 3.00 each, at an exercise price per share of $4.4 and a total consideration of $1,400,000.

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On April 6, 2006 DBSI entered into an agreement for the purchase of 179,701 Ordinary Shares of Pointer from IDB Development Corporation Ltd., at a price per share of $6.7 and an aggregate consideration of $1,203,996.70 and entered into an agreement for the purchase of 12,617 Ordinary Shares of Pointer from Clal Industries and Investments Ltd., at a price per share of $6.7 and an aggregate consideration of $84,533.90. Simultaneously with the agreements with IDB Development Corporation Ltd. and Clal Industries and Investments Ltd., DBSI entered into an agreement with Danny Stern, the Chief Executive Officer of Pointer, pursuant to which DBSI sold to Danny Stern 2,985 Ordinary Shares of Pointer, at a price per share of $6.7 and an aggregate consideration of $20,000. As a result of the exercise of the warrants and the purchase of the shares DBSI holds 1,217,472 Ordinary Shares of Pointer, par value NIS 3.00 each.

DBSI’ prior holdings in Pointer were purchased in a series of transactions which were completed in March and August 2003 and in February 2005.

(2)     Includes warrants granted pursuant to the August 2003 transaction to purchase 95,455 Ordinary Shares which are exercisable at an exercise price of $4.4 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 Egged’s holdings in Pointer, as shall be from time to time. The principal terms of such agreement, include inter alia, the following provisions:

(a) The Board of Directors of Pointer 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 Pointer’s 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 Pointer 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 Pointer or Shagrir Vehicle Systems Ltd.; (iii) entry into or amendment of any shareholders agreement to which Pointer is a party; (iv) for a period of twenty four months issuance of new shares or other securities convertible into shares by Pointer under a pre-money valuation of Pointer that is lower than Pointer’s valuation under the Share Purchase Agreement between Pointer and Egged, dated November 2005, not including new options to employees of Pointer and its subsidiaries; (v) approval of certain material transactions such as merger, acquisition and liquidation; and (vi) amendment of the Articles of Association of Pointer or any of its subsidiaries in such a way which shall have an adverse effect on the rights of either of the parties.

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(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.

(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 Pointer and for as long as Egged holds at least 9% of the outstanding share capital of Pointer.

Egged currently holds 309,524 Ordinary Shares of Pointer and options to purchase 243,928 Ordinary Shares of Pointer, which are immediately exercisable.

Based on a number of 3,434,507 Ordinary Shares outstanding as of the date hereof, (including warrants and options exercisable within sixty (60) days by DBSI and Egged) (according to publicly available information provided by Pointer to date), DBSI is the beneficial owner of 54.3% of the outstanding Ordinary Shares of the Company (including all warrants exercisable within sixty (60) days by DBSI and Egged).

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  CUSIP No.      M7946T104 13D       Page    5    of    14      

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: 1,866,379
		9	SOLE DISPOSITIVE POWER:
		10	SHARED DISPOSITIVE POWER: 1,312,927
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,866,379
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 54.3%
14	TYPE OF REPORTING PERSON: IN

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  CUSIP No.      M7946T104 13D       Page    6    of    14      

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:
		8	SHARED VOTING POWER: 1,866,379
		9	SOLE DISPOSITIVE POWER:
		10	SHARED DISPOSITIVE POWER: 1,312,927
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,866,379
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 54.3%
14	TYPE OF REPORTING PERSON: IN

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Item 1. Security And Issuer.

This Schedule relates to the exercise of warrants by DBSI Investments Ltd. (“DBSI”) to purchase 318,182 Ordinary Shares of Pointer Telocation Ltd., par value NIS 3.00 each, the purchase of 192,518 Ordinary Shares of Pointer Telocation Ltd. in a transaction outside the market and the sale of 2,985 Ordinary Shares of Pointer Telocation Ltd. in a transaction outside the market. The name of the issuer to which this Schedule relates is Pointer Telocation Ltd. (“Pointer”). Its principal executive offices are located at 1 Korazin Street Givatayim 53583 Israel. This Schedule 13D relates to Pointer’s Ordinary Shares, NIS 3.00 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 Pointer 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:

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(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.

(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.

        On March 29, 2006, DBSI exercised warrants to purchase 318,182 Ordinary Shares of Pointer Telocation Ltd. (“Pointer”), par value NIS 3.00 each, at an exercise price per share of $4.4 and an aggregate consideration of $1,400,000.

On April 6, 2006 DBSI entered into an agreement for the purchase of 179,701 Ordinary Shares of Pointer from IDB Development Corporation Ltd., at a price per share of $6.7 and an aggregate consideration of $1,203,996.70 and entered into an agreement for the purchase of 12,617 Ordinary Shares of Pointer from Clal Industries and Investments Ltd., at a price per share of $6.7 and an aggregate consideration of $84,533.90. Simultaneously with the agreements with IDB Development Corporation Ltd. and Clal Industries and Investments Ltd., DBSI entered into an agreement with Danny Stern, the Chief Executive Officer of Pointer, pursuant to which DBSI sold to Danny Stern 2,985 Ordinary Shares of Pointer, at a price per share of $6.7 and an aggregate consideration of $20,000. As a result of the exercise of the warrants and the purchase of the shares DBSI holds 1,217,472 Ordinary Shares of Pointer, par value NIS 3.00 each.

As a result of the exercise of the warrants and the purchase of the shares DBSI holds 1,217,472 Ordinary Shares of Pointer, par value NIS 3.00 each. Such holdings were purchased in a series of transactions completed in March and August 2003, February 2005 and March and April 2006.

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In addition, DBSI currently holds warrants to purchase 95,455 Ordinary Shares at an exercise price per share of $4.4, 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.

Item 4. Purpose of Transaction.

         DBSI has acquired securities of Pointer for investment purposes. DBSI intends to review its investment in Pointer and may, based on such review as well as other factors (including, among other things, its evaluation of Pointer’s business, prospects and financial condition, amounts and prices of available securities of Pointer, the market for Pointer’s securities, other opportunities available to DBSI and general market and economic conditions), acquire additional securities of Pointer or sell securities of Pointer, 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 Pointer. 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 Pointer 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)     On March 29, 2006 DBSI exercised warrants to purchase 318,182 Ordinary Shares of Pointer Telocation Ltd. (“Pointer”), par value NIS 3.00 each.

On April 6, 2006 DBSI entered into an agreement for the purchase of 179,701 Ordinary Shares of Pointer from IDB Development Corporation Ltd., at a price per share of $6.7 and an aggregate consideration of $1,203,996.70 and entered into an agreement for the purchase of 12,617 Ordinary Shares of Pointer from Clal Industries and Investments Ltd., at a price per share of $6.7 and an aggregate consideration of $84,533.90. Simultaneously with the agreements with IDB Development Corporation Ltd. and Clal Industries and Investments Ltd., DBSI entered into an agreement with Danny Stern, the Chief Executive Officer of Pointer, pursuant to which DBSI sold to Danny Stern 2,985 Ordinary Shares of Pointer, at a price per share of $6.7 and an aggregate consideration of $20,000. As a result of the exercise of the warrants and the purchase of the shares DBSI holds 1,217,472 Ordinary Shares of Pointer, par value NIS 3.00 each.

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DBSI’ prior holdings in Pointer were purchased in a series of transactions which were completed in March and August 2003 and in February 2005. DBSI currently holds warrants to purchase 95,455 Ordinary Shares at an exercise price per share of $4.4, exercisable within sixty (60) days.

DBSI entered into Shareholders Agreement with Egged Holdings Ltd. (“Egged”), dated November 2004 and amended January 2005, in respect of Egged’s holdings in Pointer, as shall be from time to time. The principal terms of such agreement, include inter alia, the following provisions:

— The Board of Directors of Pointer 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.

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

— DBSI and Egged agreed to vote their shares in Pointer 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 Pointer or Shagrir Vehicle Systems Ltd.; (iii) entry into or amendment of any shareholders agreement to which Pointer is a party; (iv) for a period of twenty four months issuance of new shares or other securities convertible into shares by Pointer under a pre-money valuation of Pointer that is lower than Pointer’s valuation under the Share Purchase Agreement between Pointer and Egged, dated November 2005, not including new options to employees of Pointer and its subsidiaries; (v) approval of certain material transactions such as merger, acquisition and liquidation; and (vi) amendment of the Articles of Association of Pointer or any of its subsidiaries in such a way which shall have an adverse effect on the rights of either of the parties.

— 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.

— 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.

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

Egged currently holds 309,524 Ordinary Shares of Pointer and options to purchase 243,928 Ordinary Shares of Pointer, which are immediately exercisable.

Based on a number of 3,434,507 Ordinary Shares outstanding as of the date hereof, (including warrants and options exercisable within sixty (60) days by DBSI and Egged) (according to publicly available information provided by Pointer to date), DBSI is the beneficial owner of 54.3% of the outstanding Ordinary Shares of the Company (including all warrants and options exercisable within sixty (60) days by DBSI and Egged).

(c)     Except for the exercise of the warrants and the purchase of the shares from IDB Development Corporation Ltd. and Clal Industries and Investments Ltd., as detailed herein, DBSI did not effect any transaction in the past 60 days.

(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 309,524 Ordinary Shares held by Egged in Pointer. The principal terms of such agreement, include inter alia, the following provisions:

(a) The Board of Directors of Pointer 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 Pointer’s representation in the Board of Directors of any direct or indirect subsidiary of the Company, other than Shagrir Vehicle Systems Ltd.

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(c) DBSI and Egged agreed to vote their shares in Pointer 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 Pointer or Shagrir Vehicle Systems Ltd.; (iii) entry into or amendment of any shareholders agreement to which Pointer is a party; (iv) for a period of twenty four months issuance of new shares or other securities convertible into shares by Pointer under a pre-money valuation of Pointer that is lower than Pointer’s valuation under the Share Purchase Agreement between Pointer and Egged, dated November 2005, not including new options to employees of Pointer and its subsidiaries; (v) approval of certain material transactions such as merger, acquisition and liquidation; and (vi) amendment of the Articles of Association of Pointer 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.

(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 Pointer and for as long as Egged holds at least 9% of the outstanding share capital of Pointer.

    (ii)        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.

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Item 7. Materials to be Filed as Exhibits.

The following exhibits are filed herewith:

Exhibit No. Description

1 Share Purchase Agreement between DBSI and IDB Development Corporation Ltd., dated April 6, 2006.

2 Share Purchase Agreement between DBSI and Clal Industries and Investments Ltd., dated April 6, 2006

3 Voting Agreement with Egged, dated November 16, 2004 - incorporated by reference as filed on Schedule 13D/A by DBSI Holdings Ltd. on July 21, 2005 (File No. 005-57523).

4 Amendment to Voting Agreement with Egged, dated January 30, 2005 - - incorporated by reference as filed on Schedule 13D/A by DBSI Holdings Ltd. on July 21, 2005 (File No. 005-57523).

5 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 - incorporated by reference as filed on Schedule 13D/A by DBSI Holdings Ltd. on July 21, 2005 (File No. 005-57523).

6 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 - - - incorporated by reference as filed on Schedule 13D/A by DBSI Holdings Ltd. on July 21, 2005 (File No. 005-57523).

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        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: May 8, 2006

DBSI INVESTMENTS LTD.
BARAK DOTAN
YOSSI BEN SHALOM

By: DBSI INVESTMENTS LTD.

By: Name: Barak Dotan and Yossi Ben Shalom
Title:   Director                 Director

Authorized signatories of DBSI Investments Ltd., for itself and on behalf of Barak Dotan and Yossi Ben Shalom, pursuant to the Consents incorporated by reference as exhibits 5-6 to this Schedule 13D

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EX-99

Exhibit 1

SHARE PURCHASE AGREEMENT

        THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 6^th day of April, 2006, by and between IDB Development Corporation Ltd., of 3 Azrieli Center, Tel Aviv (the “Seller”) and DBSI Investments Ltd., of 85 Medinat Hayehudim Street, Herzeliya (the “Purchaser”).

W I T N E S S E T H :

        WHEREAS, the Seller holds 179,701 Ordinary Shares of Pointer Telocation Ltd. ("Pointer"), par value NIS 3.00 each (the "Shares"); and

        WHEREAS, the Seller desires to sell its Shares in Pointer to the Purchaser, the controlling shareholder of Pointer, on the terms and conditions set forth in this Agreement; and

        WHEREAS, the Purchaser desires to purchase all of Seller’s Shares in Pointer pursuant to the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

1.     Sale of the Seller’s Shares.

Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 below), the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller the Shares, at a price per share of $6.70 and an aggregate consideration of $1,203,996.70 (the “Purchase Price”).

2.     Closing of Sale and Purchase of the Seller’s Shares.

    2.1        Closing. The purchase of the Shares by the Purchaser shall take place at a closing to be held at a time and place mutually agreed upon by the parties (the “Closing”).

    2.2        Transactions at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

    2.2.1        The Seller shall deliver to the Purchaser a validly executed share transfer deed in respect of the Shares in the form attached hereto as Schedule 2.1.1;

    2.2.2        The Purchaser shall transfer to the Seller the Purchase Price, by wire transfer in accordance with written instructions provided by Seller.

    2.2.3        The Seller shall transfer the Shares to the Purchaser free and clear of any liens, claims, encumbrances or third party rights of any kind.

3.     Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser, and acknowledges that the Purchaser is entering into this Agreement in reliance on the following representations and warranties of Seller:

    3.1        Ownership of Shares. The Seller is the lawful owner, beneficially and of record, of the Shares free and clear of all liens, claims, charges, encumbrances, restrictions or any third party rights.

    3.2        Acknowledgement that Purchaser is the Controlling Shareholder of Pointer. The Seller confirms that is aware that the Purchaser is the controlling shareholder of Pointer, a public company traded on the NASDAQ Capital Market, and as such may hold inside information regarding Pointer which is not available to the Seller. The Seller and its shareholders, directors, officers and their successors and/or assigns hereby irrevocably, unconditionally covenant not to sue or seek recovery and forever releases, acquits and discharges the Purchaser and its past, present and future directors, officers, affiliates, agents and employees, and their successors, and/or assigns from any and all Claims (as hereinafter defined). “Claims” means any and all claims, demands, actions, causes of action, costs, expenses, suits, damages, debts, liabilities, obligations, liens, security interests, judgments and rights of any kind whatsoever, direct or indirect, known or unknown, absolute or contingent, determined or speculative, at law, in equity or otherwise arising from or in connection with the sale of the Shares, including their present and future value, and the results of Pointer.

    3.3        Authorization; Approvals. All corporate action on the part of the Seller necessary for the transfer of the Shares to the Purchaser have been taken.

    3.4        Enforceability. This Agreement when duly executed and delivered by the Seller, will constitute the valid, binding and enforceable obligations of the Seller.

4.     Miscellaneous

    4.1        Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

    4.2        Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of Israel without regard to conflict of laws thereof. Any dispute arising under or in relation to this Agreement shall be governed by and construed according to the laws of the State of Israel and exclusively resolved by the applicable court in the Tel Aviv –Jaffa District, and each of the parties hereby submits irrevocably to such jurisdiction.

    4.3        Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.

        IN WITNESS WHEREOF, each of the parties has signed this Share Purchase Agreement as of the date first hereinabove set forth.

The Seller: IDB DEVELOPMENT CORPORATION LTD.

By: _____(-)_________________

Name: ________________________

Title: _______________________

The Purchaser: DBSI INVESTMENTS LTD.

By: _____(-)_________________

Name: ________________________

Title: _______________________

SHARE TRANSFER DEED

The undersigned, IDB Development Corporation Ltd. (the “Transferor”), hereby transfers to DBSI Investments Ltd. (the “Transferee”), 179,701 Ordinary Shares, par value NIS 3.00 each, of Pointer Telocation Ltd., to hold unto the Transferee, his executors, administrators and assigns, subject to the same terms and conditions on which I held the same at the time of the execution hereof; and I, the Transferee, do hereby agree to take the said shares subject to the aforesaid terms and conditions.

In witness whereof we have hereunto set our hands this __ day of April, 2006.

_________________
Transferor


_________________
Witness _________________
Transferee


_________________
Witness

EX-99

Exhibit 2

SHARE PURCHASE AGREEMENT

        THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 6^th day of April, 2006, by and between Clal Industries and Investments Ltd., of 3 Azrieli Center, Tel Aviv (the “Seller”) and DBSI Investments Ltd., of 85 Medinat Hayehudim Street, Herzeliya (the “Purchaser”).

W I T N E S S E T H :

        WHEREAS, the Seller holds 12,617 Ordinary Shares of Pointer Telocation Ltd. ("Pointer"), par value NIS 3.00 each (the "Shares"); and

        WHEREAS, the Seller desires to sell its Shares in Pointer to the Purchaser, the controlling shareholder of Pointer, on the terms and conditions set forth in this Agreement; and

        WHEREAS, the Purchaser desires to purchase all of Seller’s Shares in Pointer pursuant to the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

1.     Sale of the Seller’s Shares.

Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 below), the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller the Shares, at a price per share of $6.70 and an aggregate consideration of $84,533.90 (the “Purchase Price”).

2.     Closing of Sale and Purchase of the Seller’s Shares.

    2.1        Closing. The purchase of the Shares by the Purchaser shall take place at a closing to be held at a time and place mutually agreed upon by the parties (the “Closing”).

    2.2        Transactions at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

    2.2.1        The Seller shall deliver to the Purchaser a validly executed share transfer deed in respect of the Shares in the form attached hereto as Schedule 2.1.1;

    2.2.2        The Purchaser shall transfer to the Seller the Purchase Price, by wire transfer in accordance with written instructions provided by Seller.

    2.2.3        The Seller shall transfer the Shares to the Purchaser free and clear of any liens, claims, encumbrances or third party rights of any kind.

3.     Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser, and acknowledges that the Purchaser is entering into this Agreement in reliance on the following representations and warranties of Seller:

    3.1        Ownership of Shares. The Seller is the lawful owner, beneficially and of record, of the Shares free and clear of all liens, claims, charges, encumbrances, restrictions or any third party rights.

    3.2        Acknowledgement that Purchaser is the Controlling Shareholder of Pointer. The Seller confirms that is aware that the Purchaser is the controlling shareholder of Pointer, a public company traded on the NASDAQ Capital Market, and as such may hold inside information regarding Pointer which is not available to the Seller. The Seller and its shareholders, directors, officers and their successors and/or assigns hereby irrevocably, unconditionally covenant not to sue or seek recovery and forever releases, acquits and discharges the Purchaser and its past, present and future directors, officers, affiliates, agents and employees, and their successors, and/or assigns from any and all Claims (as hereinafter defined). “Claims” means any and all claims, demands, actions, causes of action, costs, expenses, suits, damages, debts, liabilities, obligations, liens, security interests, judgments and rights of any kind whatsoever, direct or indirect, known or unknown, absolute or contingent, determined or speculative, at law, in equity or otherwise arising from or in connection with the sale of the Shares, including their present and future value, and the results of Pointer.

     3.3        Authorization; Approvals. All corporate action on the part of the Seller necessary for the transfer of the Shares to the Purchaser have been taken.

     3.4        Enforceability. This Agreement when duly executed and delivered by the Seller, will constitute the valid, binding and enforceable obligations of the Seller.

4.     Miscellaneous

    4.1        Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

    4.2        Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of Israel without regard to conflict of laws thereof. Any dispute arising under or in relation to this Agreement shall be governed by and construed according to the laws of the State of Israel and exclusively resolved by the applicable court in the Tel Aviv –Jaffa District, and each of the parties hereby submits irrevocably to such jurisdiction.

    4.3        Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.

        IN WITNESS WHEREOF, each of the parties has signed this Share Purchase Agreement as of the date first hereinabove set forth.

The Seller: CLAL INDUSTRIES AND INVESTMENTS LTD.

By: _____(-)_________________

Name: ________________________

Title: _______________________

The Purchaser: DBSI INVESTMENTS LTD.

By: _____(-)_________________

Name: ________________________

Title: _______________________

SHARE TRANSFER DEED

The undersigned, Clal Industries and Investments Ltd. (the “Transferor”), hereby transfers to DBSI Investments Ltd. (the “Transferee”), 12,617 Ordinary Shares, par value NIS 3.00 each, of Pointer Telocation Ltd., to hold unto the Transferee, his executors, administrators and assigns, subject to the same terms and conditions on which I held the same at the time of the execution hereof; and I, the Transferee, do hereby agree to take the said shares subject to the aforesaid terms and conditions.

In witness whereof we have hereunto set our hands this __ day of April, 2006.

_________________
Transferor


_________________
Witness _________________
Transferee


_________________
Witness