EXHIBIT 10.41

To:

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                               LETTER OF INDEMNITY



1.     GENERAL

       1.1    We hereby inform you that in accordance with the decision of the
              Audit Committee and the Board of Directors of Ituran Location and
              Control Ltd ("THE COMPANY") dated August 24, 2005, and pursuant
              to the decision of the Company's General Meeting dated September
              15, 2005 (Hereinafter: "THE DETERMINING DATE"), the Company
              undertook the obligation to indemnify the Company's
              functionaries, including functionaries who are controlling
              shareholders in the Company (Hereinafter: "FUNCTIONARIES") from
              liability or expenditure as detailed in this letter of indemnity
              it was decided that the Company shall grant (Hereinafter: "THIS
              LETTER") as follows, and to pledge to the functionaries that the
              Company shall indemnify each of them of any liability or expense,
              as detailed in this letter below, which may be imposed upon him
              due to any action he has done ex officio, by virtue of his being
              a functionary in the Company.

       1.2    The terms which have not been defined in this Letter shall be
              interpreted as in the Companies Law, 5759 - 1999 (hereinafter:
              "COMPANIES LAW"), save if the context of the matter shall require
              otherwise.









2.     COMMITMENT TO INDEMNIFY

       Subject to the provisions hereof and the provisions of any law, the
       Company hereby commits itself toward you to indemnify you of any
       liability and/or expense as detailed in paragraph 5.1 below, which may be
       imposed on you due to any action you have carried out and/or may carry
       out in the Company and/or in a subsidiary and/or in an affiliated company
       (as defined in the Securities Law 5728-1968) and/or in a related company
       (hereinafter in this Letter, subsidiary and/or affiliated company and/or
       related company: "RELATED COMPANY"), including actions carried out by you
       before the date of signing this Letter, by virtue of your being a
       functionary in the Company, and on condition that said actions were
       directly and/or indirectly related to one (or more) of the types of
       events specified in paragraph 5 below.



3. THE LIABILITY AND EXPENSES TO WHICH INDEMNITY SHALL APPLY

       3.1 The indemnity pursuant hereto shall apply only due to liability
and/or expenses as follows:

              3.1.1 Financial liability imposed on you in favor of another
                    person in accordance with a verdict, including a verdict
                    given in conciliation or an arbitration award authorized by
                    a Court of Law;

              3.1.2 Reasonable litigation expenses, including attorney's fees,
                    which you have expended or for which you have been charged
                    due to an interrogation or a proceeding that has been
                    conducted against you by an authority competent to wage an
                    interrogation or a proceeding, and which has ended without
                    the filing of an indictment against you and without a
                    financial liability having been imposed on you as an
                    alternative to a criminal proceeding or that ended without
                    the filing of an indictment against you but with the
                    imposition of a financial liability as an alternative to a
                    criminal proceeding in an offense which does not require the
                    substantiation of criminal intent.

                    For the purpose of this paragraph - the ending of a
                    proceeding without the filing of an indictment in a matter
                    in which a criminal investigation has been opened -
                    signifies the closing of the case





                    pursuant to section 62 of the Criminal Procedure Law
                    [Consolidated Version], 5742-1982 ("the CRIMINAL PROCEDURE
                    LAW"), or a delay of proceedings by the Legal Advisor to the
                    Government pursuant to section 231 of the Criminal Procedure
                    Law.

                    "FINANCIAL ALTERNATIVE AS AN ALTERNATIVE TO CRIMINAL
                    PROCEEDING" - Financial liability imposed in accordance with
                    law as an alternative to a criminal proceeding, including an
                    administrative penalty according to the Administrative
                    Offenses Law 5746-1985, fine for an offense that has been
                    determined as a fineable offense in accordance with the
                    provisions of the Criminal Procedure Law, Financial Sanction
                    or Indemnity.

                    Reasonable litigation expenses, including attorney's fees,
                    which you have expended or been charged with by a court of
                    law, in a proceeding filed by the Company or on the
                    Company's behalf or by another person, or in a criminal
                    indictment from which you have been acquitted or in a
                    criminal indictment in which you have been convicted of an
                    offense which does not require the substantiation of
                    criminal intent.

       3.2    It is hereby clarified that the indemnity pursuant to this Letter
              shall not apply in the following cases:

              3.2.1 Breach of fiduciary duty, save in the matter of indemnity
                    and insurance due to breach of fiduciary duty in cases in
                    which you have acted in good faith and for which you had a
                    reasonable basis to assume that the act would not compromise
                    the Company's interest;

              3.2.2 Breach of the duty of care made intentionally or
                    impulsively, save if made in negligence only;

              3.2.3 Acting with the intent of gaining unlawful personal profit;

              3.2.4 A fine or redemption imposed upon you.

       3.3    In cases in which you shall receive compensation from the
              insurance company of the Company's insurance policy for the
              Company's functionaries (hereinafter: "THE INSURER"), on account
              of the matter subject






              of the indemnity, the indemnity given by the Company in the amount
              of the difference between the amount of financial liability
              imposed on the functionary and/or the litigation expenses which
              the functionary has expended or been charged with, as stated in
              paragraph 3.1 above, and the amount received from the insurer on
              account of that same matter, and on condition that the indemnity
              amount for which the Company shall be charged as aforesaid shall
              not be greater than the maximum indemnity amount (as defined
              below).



4.     MAXIMUM INDEMNITY AMOUNT

       4.1    The indemnity amount that the Company shall pay (including amounts
              which shall be received by the functionaries from insurance
              companies, if such shall be received, in the frame of insurances
              which the company has acquired, if it has acquired such) for all
              the functionaries, cumulatively, pursuant to letters of indemnity
              for functionaries shall not exceed a total amount equal to the
              rate of 25% of the Company's equity (consolidated) in accordance
              with the Company's last financial reports published before the
              granting of the indemnity payment in practice (hereinafter: "the
              MAXIMUM INDEMNITY AMOUNT"). The maximum indemnity amount has been
              determined by the Company's Board of Directors as reasonable under
              the circumstances.

       4.2    Should and as far as the total of all the indemnity amounts that
              the Company shall be required to pay shall exceed the maximum
              indemnity amount or the balance of the maximum indemnity amount
              (as it shall be at that time), the maximum indemnity amount or the
              balance thereof, as applicable, shall be divided between the
              functionaries who shall be entitled to indemnity, in a manner that
              the indemnity amount which shall be received by each of the
              functionaries, in practice, shall be calculated pursuant to the
              ratio between the indemnity amount which shall be forthcoming to
              each of the functionaries on account of the liabilities and/or the
              expenses which each shall be obliged to bear as a result of the
              legal proceeding and the indemnity amount which shall be
              forthcoming to all






              the said functionaries on account of liabilities and/or expenses
              which they shall be obliged to bear as a result of the legal
              proceeding, cumulatively on account of that same event.


5. THE EVENTS TO WHICH THE INDEMNITY SHALL APPLY

       The indemnity in accordance with this letter of indemnity shall apply to
       a liability and/or an expense as aforesaid, which stem from one (or more)
       of the events detailed below, which have been determined by the Board of
       Directors as anticipated in view of the Company's actual activities at
       the time of providing the commitment:

       5.1    A proposal and/or issue of the Company's equities and/or those of
              a related company in Israel and/or abroad to the public and/or to
              individuals, pursuant to a forecast and/or a private placement,
              including the details which shall be included in the aforesaid
              executable instruments;

       5.2    Actions and/or reports stemming from the Company's and/or a
              related company's being and/or should the Company and/or a related
              company be in future a public company the shares of which shall be
              issued to the public and shall be traded in the Israeli Stock
              Exchange or in a stock exchange abroad;

       5.3    Actions and/or decisions related to the making of investments in
              the company and/or in subsidiaries and/or in related companies
              and/or for the acquisition of properties, including the
              acquisition of companies and/or businesses and/or investments in
              companies and/or investment of funds in traded equities and/or in
              any other form, and/or the sale of assets and/or sale of holdings
              in related companies;

       5.4    Events related to the terms of employment of employees and
              employer-employee relations, including and without derogating from
              the promotion of employees, handling of pension arrangements,
              insurance funds, options and other benefits to the Company's
              employees and/or those of a related company;






       5.5    Decisions and/or actions related to the Company's engagements
              and/or those of a related company with others, and/or between
              themselves in the frame of the Company's ongoing business
              (including with clients, suppliers, contractors);

       5.6    Actions and/or decisions designated in this paragraph 5, connected
              with related companies, including decisions and/or actions as
              functionaries in the Company and/or in related companies;

       5.7    Actions and/or decisions connected with the distribution of
              dividends in the Company and/or in a related company and/or the
              acquisition of the Company's shares;

       5.8    An action and/or a decision connected with the provision of a
              statement of opinion in a proposal for acquisition or any other
              action connected with and/or related to a proposal for acquisition
              in the company and/or a related company;

       5.9    An action and/or a decision connected with a change in the
              Company's structure and or that of a related company or the
              reorganization or any decision with respect thereof, including,
              but without derogating from the generality of the aforesaid, the
              merger, splitting, change in the Company's capital, the
              dissolution of companies or their sale, allocation or division;

       5.10   Any legal proceeding in Israel or abroad, in matters that are
              connected, either directly or indirectly, to trade restrictions
              and including binding arrangements, mergers and monopolies in the
              Company and/or in a related company;

       5.11   Any action which has brought  about a default in carrying out
              proper insurance arrangements by the Company;

       5.12   An action and/or a decision connected with the approval of
              transactions with functionaries and/or with a controlling
              shareholder in the Company and/or in a related company;

       5.13   Any action which has caused damage including damage to property
              including the loss of its use and which is connected to the
              actions designated in this paragraph and/or to the Company's
              products, or those of






              its subsidiaries and/or related companies or to other activities
              in the frame of the Company's ongoing business or that of related
              companies.

6.       DEALING WITH THE SUIT

         In any case in which you will be entitled to compensation in accordance
         with this statement, the following instructions will apply:

         6.1    You will notify the company in writing of any legal procedure
                taken against you and any chance and/or threat that a legal
                procedure will be taken against you and circumstances brought to
                your knowledge that may lead to a legal procedure against you
                (hereinafter: "THE PROCEDURE"), this as soon as possible to the
                time it becomes known to you, and you will transfer without
                delay to the company, or to whoever the company decides, a copy
                of any document regarding the procedure.

         6.2    You will fully cooperate with the company and with anyone it
                decides, including the insurer, and you will transfer any
                information required regarding the procedure and you will follow
                the rest of the instructions of the insurance policy of the
                employees of the company (at the time) regarding the defense
                from the procedure.

         6.3    The company will be entitled to take upon itself your defense in
                the procedure and to transfer the defense in the case to a
                lawyer to be determined by the company, according to its
                judgment, and while taking into consideration the company's
                obligations according to the policy and the option to appoint a
                lawyer on behalf of the insurer (hereinafter: "the company's
                advocate").

         6.4    Despite the mentioned in section 6.3 above, you will be entitled
                to object to the representation by the company's advocate due to
                reasonable reasons and/or under circumstances that in your
                opinion and/or the opinion of the company's advocate there is a
                conflict of interests between your defense and the defense of
                the company.


         6.5    If within 14 days from accepting the notice as mentioned in
                section 6.1 above, the company and the insurer did not take your
                defense upon themselves in the procedure, or if you or the
                company's advocate object to the representation by the company
                according to the mentioned above in section 6.4, you will be
                entitled to appoint an advocate of your choice (hereinafter:
                "the other advocate"), providing the sum of the professional
                fees of the advocate will be approved by the inspection
                committee that will examine the reasonableness. The professional
                fee determined for the company's advocate will be considered a
                reasonable basis in order to examine the fee of the other
                advocate. You will be given the opportunity to appear and argue
                before the committee and it will explain its decision. You will
                de entitled to appeal to the directorate and you will be given
                the opportunity to appear and argue before them. If the entire
                sum of the fee is not approved by the company and you decide not
                to concede the advocate, you will be entitled to receive the
                amount approved, and to pay the rest on your known.

         6.6    Despite the mentioned above in sections 6.4 and 6.5, if the
                policy refers to the matter, the company will act according to
                the instructions of the mentioned policy regarding disagreements
                with the insurer regarding the identity of the advocate
                representing according to the instructions of the policy when
                the case is transferred to the other advocate under the
                circumstances will enable the insurer to be released of its
                obligation or to minimize it and the instructions of the policy
                will override any agreement between you and the company, the
                company will however make every reasonable effort to honor your
                wish.

         6.7    If the company decides to take upon itself the defense in the
                procedure and you did not object under the circumstances
                mentioned in section 6.4 above, you will sign, to the request of
                the company, an authorization authorizing the company (as well
                as its advocate), to deal with the defense in your name and to
                represent you in any thing regarding the defense and the company
                and its advocate will be entitled to deal with the mentioned
                above exclusively (while reporting to you) and will be






                entitled to end the procedure as they see right, this subject to
                mentioned in section 6.15.

         6.8    You will cooperate with the company and its advocate in any
                reasonable way required by them regarding the procedure,
                including signing requests, depositions and any other document.

         6.9    If the company decided to take upon itself to deal with the
                defense in the procedure and you did not object under the
                circumstance mentioned in 6.4, the company will bear the
                expenses up to the maximum compensation (subject to the
                instructions of section 4.2), so that you will not have to pay
                them yourself, and the company will not be liable for any legal
                expenses including the lawyer's professional fees spent during
                the procedure.

         6.10   To your request, the company will pay an advance payment to you
                that you need to cover the reasonable costs you will be due to
                pay and/or are due to pay, including the lawyer fees, this
                according to the estimate made by the company and at the time
                decided by it, compensation to which you are entitled according
                to this statement, providing the total sum will not be more than
                the maximum compensation (subject to the instructions of section
                4.2 above).

         6.11   If the company should pay you any amount from the power of this
                statement, as an advance or otherwise, and it then becomes clear
                that you are to return it, all or part, due to the fact that you
                were not entitled to compensation, for any reason, you will
                return it to the company bearing linkage differences of the
                consumer price index (as it is publicized from time to time by
                the CBS) as well as interest determined by the Finance minister,
                approved by the finance committee of the Knesset, according to
                section 3 (i) of the Tax Law (new version), 1961.






         6.12   If the company paid any amount of this statement, and then the
                obligation due to which the payment was made was cancelled or
                was reduced for any reason, you will write a check to return the
                sum from the plaintiff in the procedure and you will do what
                ever is necessary so that the check is valid and the company can
                cash it, and once you do this you will not be obligated to
                return the sum that was cancelled. If you do not do so- you will
                have to return the sum to the company, or its part, according to
                the matter, plus linkage differences and interest accordingly.

         6.13   If the company's advocate represented you and the company in the
                procedure, and it later became clear that you are not entitled
                to compensation, for any reason, and a disagreement rises
                regarding your obligation to return the trial expenses or the
                amount to be returned, the disagreement will be transferred to
                an arbitrator to be agreed upon according to section 6.14. The
                company will bear the expense of the arbitrary, including lawyer
                fees, unless the arbitrator decides that you used the arbitrary
                not in good faith.

         6.14   In signing this statement, you are obligated to do all you can,
                within the framework of the law, to reduce the amount of
                compensation you are entitled to as much as possible. You will
                not agree to compromise and/or to arbitrary, unless the company
                agreed in advance and in writing, and if it is necessary the
                agreement of the insurer, that it was received. The company will
                not agree to compromise unless the compromise does not expose
                the company to other suits on part of the plaintiff and that the
                agreement will not be considered admission and/or recognizing of
                liability regarding the causes of the procedure. The company
                will bring to the knowledge of the employees the details of the
                agreement. In case there is disagreement between the company and
                employees, regarding if the agreement answers to the
                instructions of this section, it will be brought before an
                arbitrator for a quick decision to be appointed by the company.
                The arbitrator will be appointed within 7 days from the time one
                side demanded arbitrary agreed upon the sides and if there is no







                agreement, the identity of the arbitrator (that will be a former
                district or high court judge) by the head of the lawyer's
                chamber in Israel, unless the arbitrator decides that the
                arbitrary was used not in good faith.

         6.15   The company, as well as the company's advocate, will not agree
                to compromise if the sum is more than the compensation you will
                be entitled to, unless you agree in advance in writing and if
                there is need for the agreement of the insurer- with the
                advanced agreement of the insurer.

         6.16   In case you appeal the decision of a court in the procedure, you
                will have to receive the approval of the company in advance and
                in writing. The company will be entitled to refuse a request as
                mentioned due to relevant considerations regarding the incident.



7.       THE VALIDITY OF THE OBLIGATION

         7.1    The obligation for compensation will be valid according to this
                statement regarding procedures against you during your work or
                office as well as procedures afterwards, providing they refer to
                actions you took from the time you were appointed to a position
                in the company, while you were in the position or as a result.
                The compensation obligation will stand for your inheritors
                and/or replacements according to law.

         7.2    The company will not be required to pay any sum paid to you for
                yourself or in your place, in any way, in the framework of
                insurance acquired by the company or in the framework of
                insurance acquired by a company controlled by the company or a
                connected company (if you have a position in them) or an
                obligation to any compensation of a company controlled by the
                company or anyone else.





         7.3    This statement does not cancel or concede or reduce any other
                compensation the position holder is entitled to from any other
                source according to any law and/or obligation.

         7.4    This statement does not prevent or limit the company from giving
                you additional special compensations, providing it does not harm
                the compensation obligation of this statement.

         7.5    This statement does not prevent or limit the company from
                increasing the maximum compensation due to the incidents
                regarding the compensation, providing the decision is reached
                according to law.

         7.6    The company's obligations will be interpreted according to this
                statement at length and in order to fulfill them, as permitted
                by law. In case of a contradiction between any instruction in
                this statement and any law that cannot be changed, added to or
                conditioned, the mentioned law will override, but this will not
                reduce the validity of the other instructions in this statement.

         7.7    This statement is not a contract for a third party and cannot be
                conceded.

         7.8    This statement of compensation cancels any other statement of
                compensation, compensation obligation and/or compensation
                agreements granted to you as a bearer of a position in the
                company.

         7.9    It is hereby agreed that the court authorized to deal with
                conflicts and/or disagreements regarding this statement, is the
                Tel Aviv-Jaffa court alone. The laws of the state of Israel
                alone will apply to this statement.

8.       THE PAYMENT

         8.1    To any payment paid to you, VAT will be added, when it applies.







         8.2    Any payment the company has to pay according to this statement
                will be paid within 30 days from the day it was requested.


                                                                   Respectfully,
                                                Ituran Location and Control Ltd.


Date:

CONFIRMATION:
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I hereby confirm that I received the above statement and agree to everything in
it and am obligated to act according to its conditions.

Name:
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Signature:
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Date:
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