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                                                                  EXHIBIT 10.5

              CELLPOINT INC. (FORMERLY TECHNOR INTERNATIONAL, INC.)

                 AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN

     1. PURPOSE. The purpose of this 1998 Stock Incentive Plan (the "Plan") is
to aid the Company in attracting, retaining and motivating officers, key
employees and directors of the Company by providing them with incentives for
making significant contributions to the growth and profitability of the Company.
The Plan is designed to accomplish this goal by offering stock options and other
incentive awards, thereby providing Participants with a proprietary interest in
the growth, profitability and success of the Company.

     2. DEFINITIONS.

     (a) AWARD. Any form of stock option, stock appreciation right, stock or
cash award granted under the Plan, whether granted singly, in combination or in
tandem, pursuant to such terms, conditions and limitations as the Board or the
Committee may establish in order to fulfill the objectives, and in accordance
with the terms and conditions, of the Plan.

     (b) AWARD AGREEMENT. An agreement between the Company and a Participant
setting forth the terms, conditions and limitations applicable to an Award.

     (c) BOARD. The Board of Directors of CellPoint Inc. (fomerly Technor
International, Inc.).

     (d) CODE. The Internal Revenue Code of 1986, as amended from time to time.

     (e) COMMITTEE. Such committee of the Board as may be designated from time
to time by the Board to administer the Plan or any subplan under the Plan. The
Committee shall consist of not less than two members of the Board who are not
officers or employees of the Company, PROVIDED that, unless the Board otherwise
determines, each such non-employee director member of the Committee shall meet
the requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended, and Section 162(m) of the Code.

     (f) COMPANY. CellPoint Inc. (formerly Technor International, Inc.) and its
direct and indirect subsidiaries.

     (g) FAIR MARKET VALUE. Until the Stock is listed on a national exchange,
the last quoted sale price or, if not so quoted, the average of the high bid and
low asked prices for a share of the Stock in the over-the-counter market, as
reported by the National Association of Securities Dealers through its Automated
Quotation System or otherwise, in either case for the date on which Fair Market
Value is to be determined; PROVIDED that, if no transactions in the Stock are
reported for that date, its Fair Market Value shall be the average of the high
and low sale prices or last quoted sale price or, if not so quoted, the average
of the high bid and low asked prices as so reported for the preceding day on
which transactions in the Stock were effected, and PROVIDED, FURTHER, that if no
transactions in the Stock were effected within 10 business days preceding such
relevant date, or if otherwise deemed appropriate by the Board or the Committee,
the Fair Market Value of the Stock shall be as determined by the Board or the
Committee. If the Stock is listed on a national exchange, the Fair Market Value
thereof shall be the closing price of the Stock as reported on the such exchange
for the date on which Fair Market Value is to be determined.

     (h) GOVERNING LAW. The laws of the state of incorporation of the Company.

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     (i) PARTICIPANT. An officer, key employee or director of the Company to
whom an Award has been granted.

     (j) STOCK. Authorized and issued or unissued shares of Common Stock, par
value $.001 per share, of CellPoint or any security issued in exchange or
substitution therefor.

     3. ELIGIBILITY. Only officers, key employees, and directors who are also
officers or employees of the Company or who have been designated by the Board as
eligible to receive Awards are eligible to receive Awards under the Plan. Key
employees are those employees who hold positions of responsibility or whose
performance, in the judgment of the Board or the Committee, can have a
significant effect on the growth and profitability of the Company.

     4. STOCK AVAILABLE FOR AWARDS. Subject to Section 14 hereof, a total of
1,500,000 shares of Stock shall be available for issuance pursuant to Awards
granted under the Plan; PROVIDED, HOWEVER, that the aggregate number of shares
of Stock subject to options and upon which stock appreciation rights are based
pursuant to Awards hereunder shall not exceed 150,000 shares for any Participant
during any fiscal year; and, PROVIDED, FURTHER, that the Board or the Committee
shall have the power to grant Awards to a Participant exceeding such annual
maximum amount, but such Awards shall not qualify as "performance based" for
purposes of Section 162(m) of the Code to the extent of such excess. From time
to time, the Board and appropriate officers of the Company shall file such
documents with governmental authorities and, if the Stock is listed on a
national exchange, with such stock exchange, as are required to make shares of
Stock available for issuance pursuant to Awards and publicly tradeable. Shares
of Stock related to Awards, or portions of Awards, that are forfeited, canceled
or terminated, expire unexercised, are surrendered in exchange for other Awards,
or are settled in cash in lieu of Stock or in such manner that all or some of
the shares of Stock covered by an Award are not and will not be issued to a
Participant, shall be restored to the total number of shares of Stock available
for issuance pursuant to Awards.

     5. ADMINISTRATION.

     (a) GENERAL. The Plan shall be administered by the Board or, to the extent
determined by the Board, by the Committee, which shall have full and exclusive
power to (i) authorize and grant Awards to persons eligible to receive Awards
under the Plan; (ii) establish the terms, conditions and limitations of each
Award or class of Awards, including terms, conditions and limitations governing
the extent (if any) to which the Award may be assigned or transferred, PROVIDED
that awards shall not be assignable or transferable to any person who is not at
the time of transfer a member of the Participant's immediate family or to any
entity that is not established for the benefit of, or wholly-owned by, the
Participant or a member or members of the Participant's immediate family; (iii)
construe and interpret the Plan and all Award Agreements; (iv) grant waivers of
Plan restrictions; (v) adopt and amend such rules, procedures, regulations and
guidelines for carrying out the Plan as it may deem necessary or desirable; and
(vi) take any other action necessary for the proper operation and administration
of the Plan, all of which powers shall be exercised in a manner consistent with
the objectives, and in accordance with the terms and conditions, of the Plan.
The powers of the Board or the Committee, as applicable, shall include, but
shall not be limited to, the authority to (A) adopt such subplans as may be
necessary or appropriate (1) to provide for the authorization and granting of
Awards to promote specific goals or for the benefit of specific classes of
Participants, (2) to provide for grants of Awards by means of formulae,
standardized criteria or otherwise, or (3) for any other purposes as are
consistent with the objectives of the Plan, and to segregate shares of Stock
available for issuance under the Plan generally as being available specifically
for the purposes of one or more subplans, and (B) subject to Section 11 hereof,
adopt modifications, amendments, rules, procedures, regulations, subplans and
the like as may be necessary or appropriate (1) to comply with provisions of the
laws of other countries in which the Company may operate in order to assure the
effectiveness of Awards granted under the Plan and to enable Participants
employed in such other countries to receive advantages and benefits under the

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Plan and such laws, (2) to effect the continuation, acceleration or modification
of Awards under certain circumstances, including events which might constitute a
Change in Control (as set forth in Section 7 hereof) of the Company, or (3) for
any other purposes as are consistent with the objectives of the Plan. All such
modifications, amendments, rules, procedures, regulations and subplans shall be
deemed to be a part of the Plan as if stated herein.

     (b) COMMITTEE ACTIONS. All actions of the Committee with respect to the
Plan shall require the vote of a majority of its members or, if there are only
two members, by the vote of both. Any action of the Committee may be taken by a
written instrument signed by a majority (or both members) of the Committee, and
any action so taken shall be as effective as if it had been taken by a vote at a
meeting. All determinations and acts of the Committee as to any matters
concerning the Plan, including interpretations or constructions of the Plan and
any Award Agreement, shall be conclusive and binding on all Participants and on
any parties validly claiming through any Participants.

     6. DELEGATION OF AUTHORITY. The Board or the Committee may delegate to the
Chief Executive Officer of the Company and to other executive officers of the
Company certain of its administrative duties under the Plan, pursuant to such
conditions or limitations as the Board or the Committee may establish, except
that neither the Board nor the Committee may delegate its authority with respect
to (a) the selection of eligible persons as Participants in the Plan, (b) the
granting or timing of Awards, (c) establishing the amount, terms and conditions
of any such Award, (d) interpreting the Plan, any subplan or any Award Agreement
or (e) amending or otherwise modifying the terms or provisions of the Plan, any
subplan or any Award Agreement.

     7. AWARDS. Subject to Sections 4 and 19 hereof, the Board or the Committee
shall determine the types and timing of Awards to be made to each Participant
and shall set forth in the related Award Agreement the terms, conditions and
limitations applicable to each Award. Awards may include, but are not limited
to, those listed below in this Section 7. Awards may be granted singly, in
combination or in tandem, or in substitution for Awards previously granted under
the Plan. Awards may also be made in combination or in tandem with, in
substitution for, or as alternatives to, grants or rights under any other
benefit plan of the Company, including any such plan of any entity acquired by,
or merged with or into, the Company. Any such Awards made in substitution for,
or as alternatives to, grants or rights under a benefit plan of an entity
acquired by, or merged with or into, the Company in order to give effect to the
transaction shall be deemed to be issued in accordance with the terms and
conditions of the Plan. Awards shall be effected through Award Agreements
executed by the Company in such forms as are approved by the Board or the
Committee from time to time.

     All or part of any Award may be subject to conditions established by the
Board or the Committee and set forth in the Award Agreement, which conditions
may include, without limitation, achievement of specific business objectives,
increases in specified indices, attainment of growth rates and other
measurements of Company performance.

     The Board or the Committee may determine to make any or all of the
following Awards:

     (a) STOCK OPTIONS. A grant of a right to purchase a specified number of
shares of Stock, at an exercise price not less than 100% of the Fair Market
Value of the Stock on the date of grant, during a specified period, all as
determined by the Board or the Committee. Without limitation, a stock option may
be in the form of (i) an incentive stock option which, in addition to being
subject to such terms, conditions and limitations as are established by the
Board or the Committee, complies with Section 422 of the Code or (ii) a
non-qualified stock option subject to such terms, conditions and limitations as
are established by the Board or the Committee.

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     (b) STOCK APPRECIATION RIGHTS. A right to receive a payment, in cash or
Stock, equal to the excess of the Fair Market Value (or other specified
valuation) of a specified number of shares of Stock on the date the stock
appreciation right ("SAR") is exercised over the Fair Market Value (or other
specified valuation) on the date of grant of the SAR, except that if an SAR is
granted in tandem with a stock option, valuations on the grant and exercise
dates shall be no less than as determined on the basis of Fair Market Value. The
eventual amount, vesting or issuance of an SAR may be subject to future service,
performance standards and such other restrictions and conditions as may be
established by the Board or the Committee.

     (c) STOCK AWARDS. An Award made in Stock or denominated in units of Stock.
The eventual amount, vesting or issuance of a Stock Award may be subject to
future service, performance standards and such other restrictions and conditions
as may be established by the Board or the Committee. Stock Awards may be based
on Fair Market Value or another specified valuation.

     (d) CASH AWARDS. An Award made or denominated in cash. The eventual amount
of a cash Award may be subject to future service, performance standards and such
other restrictions and conditions as may be established by the Board or the
Committee.

     Dividend equivalency rights, on a current or deferred basis, may be
extended to and be made part of any Award denominated in whole or in part in
Stock or units of Stock, subject to such terms, conditions and restrictions as
the Board or the Committee may establish.

     Notwithstanding the provisions of the paragraphs of this Section 7, Awards
may be subject to acceleration of exercisability or vesting in the event of a
Change in Control of the Company (i) as set forth in agreements between the
Company and certain of its officers, directors and key employees which provide
for certain protections and benefits in the event of a change in control (as
defined in such agreements) or (ii) as may otherwise be determined by the Board
or the Committee under and in accordance with the terms and conditions of the
Plan. "Change in Control" for purposes of the Plan shall mean a change in
control of the Company under such circumstances as shall be specified by (x) the
Board or the Committee or (y) where applicable to any Awards granted under the
Plan, by such agreements between The Company and a Participant as (1) may have
been entered into prior to the effective date of the Plan or (2) shall be
entered into after the effective date of the Plan with, to the extent such an
agreement is applicable to an Award, the approval of the Board or the
Committee. A "Change in Control" may, without limitation, be deemed to have
occurred if (A) any "person" or "group" of persons (as the terms "person" and
"group" are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended, and the rules thereunder) is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 50.1% or more
of the combined voting power of the then outstanding securities of the Company,
or (B) a change of more than 25% in the composition of the Board occurs within a
two-year period, unless such change in composition was approved in advance by at
least two-thirds of the previous directors.

     8. PAYMENT UNDER AWARDS. Payment by the Company pursuant to Awards may be
made in the form of cash, Stock or combinations thereof and may be subject to
such restrictions as the Board or the Committee determines, including, in the
case of Stock, restrictions on transfer and forfeiture provisions. Stock subject
to transfer restrictions or forfeiture provisions is referred to herein as
"Restricted Stock". The Board or the Committee, in its discretion, may, but is
not obligated to, provide for payments to be deferred, such future payments to
be made in installments or by lump-sum payment. The Board or the Committee may
permit selected Participants to elect to defer payments of some or all types of
Awards in accordance with procedures established by the Board or the Committee
to assure that such deferrals comply with applicable requirements of the Code.

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     The Board or the Committee may also establish rules and procedures for the
crediting of interest on deferred cash payments and of dividend equivalencies on
deferred payments to be made in Stock or units of Stock.

     At the discretion of the Board or the Committee, a Participant may be
offered an election to substitute an Award for another Award or Awards, or for
awards made under any other benefit plan of the Company, of the same or
different type.

     9. STOCK OPTION EXERCISE. The price at which shares of Stock may be
purchased upon exercise of a stock option shall be paid in full at the time of
the exercise, in cash or, if permitted by the Board or the Committee, by (a)
tendering Stock or surrendering such option or another Award, including
Restricted Stock, or an option or other award granted under another benefit plan
of the Company, in each case valued at, or on the basis of, Fair Market Value on
the date of exercise, (b) delivery of a promissory note issued by a Participant
to the Company in a form determined by the Board or the Committee, or (c) any
other means acceptable to the Board or the Committee. The Board or the Committee
shall determine acceptable methods for tendering Stock or surrendering options
or other Awards or grants and may impose such conditions on the use of Stock or
other Awards or grants to exercise a stock option as it deems appropriate. If
shares of Restricted Stock are tendered as consideration for the exercise of a
stock option, the Board or the Committee may require that the number of shares
issued upon exercise of the stock option equal to the number of shares of
Restricted Stock used as consideration therefor be subject to the same
restrictions as the Restricted Stock so tendered and any other restrictions as
may be imposed by the Board or the Committee. The Board or the Committee may
also permit Participants to exercise stock options and simultaneously sell some
or all of the shares of Stock so acquired pursuant to a brokerage or similar
arrangement which provides for the payment of the exercise price substantially
concurrently with the delivery of such shares.

     10. TAX WITHHOLDING. Unless otherwise expressly provided under the terms of
any Award Agreement, the Company shall have the right to deduct applicable taxes
from any Award payment or shares of Stock receivable under an Award and to
withhold an appropriate number of shares of Stock for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all tax withholding obligations. In addition, the Board or
the Committee may permit Participants to elect to (a) have the Company deduct
applicable taxes resulting from any Award payment to, or exercise of an Award
by, such Participant by withholding an appropriate number of shares of Stock for
payment of tax obligations or (b) tender to the Company for the purpose of
satisfying tax payment obligations other Stock held by the Participant. If the
Company withholds shares of Stock to satisfy tax payment obligations, the value
of such Stock in general shall be its Fair Market Value on the date of the Award
payment or the date of exercise of an Award, as the case may be. If a
Participant tenders shares of Stock pursuant to clause (b) above to satisfy tax
payment obligations, the value of such Stock shall be the Fair Market Value on
the date the Participant tenders such Stock to the Company.

     11. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN. The
Board may amend, modify, suspend or terminate the Plan, or adopt subplans under
the Plan, (a) for the purpose of meeting or addressing any changes in any
applicable tax, securities or other laws, rules or regulations or (b) for any
other purpose permitted by law. Except as otherwise required by applicable law,
no amendment to this Plan or any subplan established hereunder will require
stockholder approval; PROVIDED, HOWEVER, that the Plan may not be amended in a
manner that would alter, impair, amend, modify, suspend or terminate any rights
of a Participant or obligation of the Company under any Awards theretofore
granted, in any manner adverse to any such affected Participant, without the
consent of such affected Participant.

     12. TERMINATION OF EMPLOYMENT. Except as otherwise set forth in an
applicable Award Agreement or determined by the Board or the Committee, or as
otherwise provided in

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paragraph (a) or (b) of this Section 12, if a Participant's employment or
association with the Company terminates, all unexercised, deferred and unpaid
Awards (or portions of Awards) shall be canceled immediately.

     (a) RETIREMENT, RESIGNATION OR OTHER TERMINATION. If a Participant's
employment or association with the Company terminates by reason of the
Participant's retirement or resignation, or for any other reason (other than
the Participant's death or disability), the Board or the Committee may, under
circumstances in which it deems an exception from the provisions of the first
sentence of this Section 12 to be appropriate to carry out the objectives of the
Plan and to be consistent with the best interests of the Company, permit Awards
to continue in effect and be exercisable or payable beyond the date of such
termination, up until the expiration date specified in the applicable Award
Agreement and otherwise in accordance with the terms of the applicable Award
Agreement, and may accelerate the exercisability or vesting of any Award, in
either case, in whole or in part.

     (b) DEATH OR DISABILITY.

          (i) In the event of a Participant's death, the Participant's estate or
     beneficiaries shall have a period, not extending beyond the expiration date
     specified in the applicable Award Agreement (except as otherwise provided
     in such Award Agreement), within which to exercise any outstanding Award
     held by the Participant, as may be specified in the Award Agreement or as
     may otherwise be determined by the Board or the Committee. All rights in
     respect of any such outstanding Awards shall pass in the following order:
     (A) to beneficiaries so designated in writing by the Participant; or if
     none, then (B) to the legal representative of the Participant; or if none,
     then (C) to the persons entitled thereto as determined by a court of
     competent jurisdiction. Awards so passing shall be exercised or paid at
     such times and in such manner as if the Participant were living, except as
     otherwise provided in the applicable Award Agreement or as determined by
     the Board or the Committee.

          (ii) If a Participant ceases to be employed by or associated with the
     Company because the Participant is deemed by the Company to be disabled,
     outstanding Awards held by the Participant may be paid to or exercised by
     the Participant, if legally competent, or by a committee or other legally
     designated guardian or representative if the Participant is legally
     incompetent, for a period, not extending beyond the expiration date
     specified in the applicable Award Agreement (except as otherwise provided
     in such Award Agreement), following the termination of his employment or
     association with the Company, as may be specified in the Award Agreement or
     as may otherwise be determined by the Board or the Committee.

          (iii) After the death or disability of a Participant, the Board or the
     Committee may at any time (A) terminate restrictions with respect to Awards
     held by the Participant, (B) accelerate the vesting or exercisability of
     any or all installments and rights of the Participant in respect of Awards
     held by the Participant and (C) instruct the Company to pay the total of
     any accelerated payments under the Awards in a lump sum to the Participant
     or to the Participant's estate, beneficiaries or representatives,
     notwithstanding that, in the absence of such termination of restrictions or
     acceleration of payments, any or all of the payments due under the Awards
     might ultimately have become payable to other beneficiaries.

          (iv) In the event of uncertainty as to the interpretation of, or
     controversies concerning, paragraph (b) of this Section 12, the Board's or
     the Committee's determinations shall be binding and conclusive on all
     Participants and any parties validly claiming through them.

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     13. NONASSIGNABILITY.

     (a) Except as provided for in paragraphs (a) and (b) of Section 12 hereof
and paragraph (b) of this Section 13, and except as may otherwise be determined
by the Board or the Committee (subject to paragraph (a)(ii) of Section 5 hereof
and set forth in the applicable Award Agreement), no Award or any other benefit
under the Plan, or any right with respect thereto, shall be assignable or
transferable, or payable to or exercisable by, anyone other than the Participant
to whom it is granted.

     (b) If a Participant's employment or association with the Company
terminates in order for such Participant to assume a position with a
governmental, charitable or educational agency or institution, and the
Participant retains Awards pursuant to paragraph (a) of Section 12 hereof, the
Board or the Committee, in its discretion and to the extent permitted by law,
may authorize a third party (including, without limitation, the trustee of a
"blind" trust), acceptable to the applicable authorities, the Participant and
the Board or the Committee, to act on behalf of the Participant with respect to
such Awards.

     14. ADJUSTMENTS. In the event of any change in the outstanding Stock by
reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger or similar event, the Board or the Committee
shall adjust proportionally (a) the number of shares of Stock (i) reserved under
the Plan, (ii) available for options or other Awards and available for issuance
pursuant to options, or upon which SARs may be based, for individual
Participants and (iii) covered by outstanding Awards denominated in Stock or
units of Stock; (b) the prices related to outstanding Awards; and (c) the
appropriate Fair Market Value and other price determinations for such Awards. In
the event of any other change affecting the Stock or any distribution (other
than normal cash dividends) to holders of Stock, such adjustments as may be
deemed equitable by the Board or the Committee, including adjustments to avoid
fractional shares, shall be made to give proper effect to such event. In the
event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board or the Committee shall be
authorized to issue or assume stock options or other awards, whether or not in a
transaction to which Section 424(a) of the Code applies, by means of
substitution of new stock options or Awards for previously issued options or
awards or an assumption of previously issued stock options or awards.

     15. NOTICE. Any written notice to the Company required by any of the
provisions of the Plan shall be addressed to the Board, c/o the Secretary of the
Company, and shall become effective when received by the Secretary.

     16. UNFUNDED PLAN. Insofar as the Plan provides for Awards of cash or
Stock, the Plan shall be unfunded unless and until the Board or the Committee
otherwise determines. Although bookkeeping accounts may be established with
respect to Participants who are entitled to cash, Stock or rights thereto under
the Plan, any such accounts shall be used merely as a bookkeeping convenience.
Unless the Board otherwise determines, (a) the Company shall not be required to
segregate any assets that may at any time be represented by cash, Stock or
rights thereto, nor shall the Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Stock or rights thereto to be granted under the Plan; (b)
any liability of the Company to any Participant with respect to a grant of cash,
Stock or rights thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and an Award Agreement;
(c) no such obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company; and (d) neither the
Company, the Board nor the Committee shall be required to give any security or
bond for the performance of any obligation that may be created by or pursuant to
the Plan.

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     17. PAYMENTS TO TRUST. Notwithstanding the provisions of Section 16 hereof,
the Board or the Committee may cause to be established one or more trust
agreements pursuant to which the Board or the Committee may make payments of
cash, or deposit shares of Stock, due or to become due under the Plan to
Participants.

     18. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any Award shall confer on any Participant any right to continued
employment or association with the Company or in any way interfere with the
Company's right to terminate the employment or association of any Participant at
any time, with or without cause, and without liability therefor. Awards,
payments and other benefits received by a Participant under the Plan shall not
be deemed a part of the Participant's regular, recurring compensation for any
purpose, including, without limitation, for the purposes of any termination
indemnity or severance pay law of any jurisdiction.

     19. GOVERNING LAW. The Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the Code or the
securities laws of the United States, shall be governed by and construed under
the Governing Law. No Award shall be made under the Plan which is other than in
conformity with the Governing Law and, in the event of a conflict between any
for of Award Agreement and any provision of the Governing Law, the Award
Agreement shall be deemed modified to the extent necessary to comply with the
Governing Law.

     20. EFFECTIVE AND TERMINATION DATES. This Plan, and any amendment hereof
requiring stockholder approval, shall become effective as of the date of its
approval by the stockholders of the Company by the affirmative vote of the
number of shares required by the Governing Law at a stockholders' meeting at
which the approval of the Plan (or any such amendment) is considered. The Plan
shall terminate on the tenth anniversary of the date of its adoption by the
Board, subject to earlier termination by the Board pursuant to Section 11
hereof, except as to Awards then outstanding.

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