MEMORANDUM OF AGREEMENT

EXHIBIT 10.58

MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT (the "Memorandum") is made as of November 10, 2005 by and between, Vitronic Machine Vision Ltd., a Georgia limited partnership and Nestor Traffic Systems, Inc., a Delaware corporation, having a place of business at 400 Massasoit ("Distributor" and together with Vitronic, the "Parties" and each singularly a "Party"). Reference is made to that certain Distributorship Agreement by and between the Parties made as of August 17, 2004 (the “Distributorship Agreement”). Distributor and Vitronic intending to be legally bound agree as follows:

That the twelve month periods for minimum turnovers set forth in Section I.D of the Distributorship Agreement shall each be delayed by six month