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                                                                   EXHIBIT 10.13


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DIRECTION DES OPERATIONS ET DU DEVELOPPEMENT
DIRECTION DES ACHATS ET DU CONTROLE DE GESTION
41-45 BOULEVARD ROMAIN ROLLAND
75672 PARIS CEDEX 14

     CONTRACT 99 8G ...

                             EXPERIMENTATION OF THE
                           " GSM LOCALISATION" SERVICE


                                   SUPPLIER :
                              CELLPOINT SYSTEMS AB

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[CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
ACT OF 1934. OMITTED PORTIONS: ARTICLE 6; SECTION 7.1; SECTION 7.2; SECTION
7.3; ARTICLE 11; ARTICLE 15 (IN PART). THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


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BETWEEN :

     FRANCE TELECOM,

     A "societe anonyme" i.e. French-law joint stock company, with capital of
     4,098,458,244 EUROS, entered on the Trade and Companies Register of Paris,
     France, under the nDEG. 380 129 866, whose address for service for the
     purposes of the present contract is 41-45 Boulevard Romain Rolland -
     F-75672 Paris cedex 14, represented by the signatory of the present
     Contract,

     AND

     CELLPOINT SYSTEMS

     Company : Cellpoint Systems AB

     With capital of :
     ...............................................
     Entered on the Trade and Companies Register of :
     ..................................................................
     Registered office : Sofiellundsvagen 4, 191 47 Sollentuna , Sweden
     Represented by : Guy Redford

     Hereinafter "the Parties"


                   IT HAS BEEN AGREED AND DECIDED AS FOLLOWS :


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                                TABLE OF CONTENTS
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<TABLE>

<S>                                                                                                       <C>
DEFINITIONS                                                                                                4

       ARTICLE 1 - PURPOSE OF THE CONTRACT                                                                 5
       ARTICLE 2 - EXECUTION OF THE SERVICES                                                               5
       ARTICLE 3 - TERM OF THE CONTRACT                                                                    5
       ARTICLE 4 - THE PARTIES' OBLIGATIONS                                                                6
       ARTICLE 5 - CONTRACTUAL DOCUMENTS                                                                   6
       ARTICLE 6 - AMOUNT OF THE CONTRACT                                                                  7
       ARTICLE 7 -TERMS AND CONDITIONS FOR DRAWING UP PRICES                                               7
       ARTICLE 8 - LETTERS OF ORDER                                                                        8
       ARTICLE 9 - INVOICING                                                                               8
       ARTICLE 10 - METHODS OF PAYMENT                                                                     8
       ARTICLE 11 - TERMS AND CONDITIONS OF PAYMENT                                                        9
       ARTICLE 12 - PROGRESS REPORT                                                                        9
       ARTICLE 13 - HOST SITES                                                                             9
       ARTICLE 14 - VALIDATION OF OPERATIONS                                                              10
       ARTICLE 15 - QUALITY CRITERIA                                                                      10
       ARTICLE 16 - EXCLUSIVITY                                                                           10
       ARTICLE 17 - LIABILITY                                                                             11
       ARTICLE 18 - RIGHTS ARISING FROM INTELLECTUAL CREATION                                             11
       ARTICLE 19 - THE YEAR 2000                                                                         14
       ARTICLE 20 - COMPETENCE                                                                            14
       ARTICLE 21 - LANGUAGE                                                                              14
       ARTICLE 22 - RIGHT OF TRANSFER                                                                     14
       ARTICLE 23 - INTEGRALITY                                                                           15
</TABLE>


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               --------------------------------------------------
                                   DEFINITIONS
               --------------------------------------------------


BLOCKING IRREGULARITY : This means an irregularity making it impossible to issue
the Official Technical Appraisal Report.

SPECIFICATIONS : This means the document issued by FT setting out the technical
and operational specifications for the localisation service.

TECHNICAL APPRAISAL : This means the technical tests carried out by FT with the
assistance of Cellpoint Systems, making it possible to issue the official
Technical Appraisal Report.

EXPERIMENTATION : This includes the Technical Appraisal phase and commercial
experimentation.

COMMERCIAL EXPERIMENTATION : Commercial experimentation follows acceptance of
the Technical Appraisal. This phase makes it possible to carry out
experimentation under real localisation service conditions as defined in the
specifications.

ORDER LETTER : This is the document issued by FT, binding it firmly. It sets out
the price, the types of services, the quantities and the time-limits for
providing them.

MAINTENANCE : This means all services and action ensured by Cellpoint Systems,
in order to ensure maximum reliability of the System.

OFFICIAL TECHNICAL APPRAISAL REPORT : This is a document drawn up by FT, signed
by the Parties, officially acknowledging delivery of the system and making it
possible to declare acceptance of the latter.

OFFICIAL EXPERIMENTATION ACCEPTANCE REPORT : This is a document drawn up by FT,
signed by the Parties, officially acknowledging acceptance of Experimentation,
and making it possible to declare said acceptance of the system, possibly
accompanied by reserves.

SERVER : This refers to Cellpoint Systems' platform. This platform is the
support which makes it possible to check that Cellpoint Systems' services are in
conformity with the operational and technical specifications set out in the
contractual documents. The Server is made up of the actual platform itself and
the associated software.

TECHNICAL SPECIFICATIONS : This is the document issued by Cellpoint Systems,
containing all of the technical information inherent to the System being
experimented.

SYSTEM : This refers to all of the means (software, material and equipment,
operating environment) necessary for the supply of the GSM localisation service,
and all of the means which Cellpoint Systems hereby undertakes to made available
to FT, which shall be in conformity with that which is defined in the present
contract in terms of resources, capacities, and functions.

TECHNICAL TESTS : This refers to all of the tests carried out by FT during the
Technical Appraisal, as defined in the Tests specifications (appendix 3).


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ARTICLE 1 - PURPOSE OF THE CONTRACT

The purpose of the present contract is to entrust Cellpoint Systems with the
execution of services necessary for Experimentation by FT of a fleet
localisation and management GSM service, as defined in the specifications under
the reference number FTM/DIP/SVA/PR/98/loc/CDC-CPS dated 22 December 1998.

The parties hereby expressly agree that the present contract shall only be
entered into for the purpose of carrying out Experimentation, and that the
provisions thereof do not stipulate that the parties undertake to enter into a
contract again, under any form whatsoever, for the purpose of operating the
service concerned by Experimentation, commercially.

ARTICLE 2 - EXECUTION OF THE SERVICES

The present contract is made up of two batches, one of which is conditional.

- BATCH 1: TECHNICAL APPRAISAL

FTM shall carry out the Technical Tests for the GSM localisation system proposed
by Cellpoint Systems. These technical tests shall be carried out in Cellpoint
Systems' premises in Sweden. This phase shall begin on 3 May 1999, and end when
FTM issues the official Technical Appraisal Acceptance Report. This phase shall
last 10 business days.

- BATCH 2 : COMMERCIAL EXPERIMENTATION

This phase shall be subject to FTM's issuing an Official Technical Appraisal
Acceptance Report. It shall begin at the latest one month after said official
report has been issued, and shall end either when FTM issues the Official
Experimentation Acceptance Report, or on October 3. This phase shall last 60
calendar days.

ARTICLE 3 - TERM OF THE CONTRACT

The contract shall take effect on 3 May 1999, and shall end on the first of the
two following dates:

     - The date on which the Official Experimentation Acceptance Report is
     issued

     - 3 October 1999, if the Official Experimentation Acceptance Report has not
     been issued at said date.

ARTICLE 4 - THE PARTIES' OBLIGATIONS

    4.1. CELLPOINT SYSTEMS' OBLIGATIONS

In order to enable FT to carry out the Technical Tests and commercial
Experimentation of the GSM localisation system, Cellpoint Systems shall supply
and/or make available to FT, continuously, throughout the entire term of the
present contract, unless the parties agree otherwise:


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     - the GSM localisation service as defined in appendix 1; to do so,
       Cellpoint Systems hereby undertakes to make available to FTM the
       system as described in appendix 4, principally made up of a Cellpoint
       Systems server linked up to the Itineris network, and to operate and
       maintain it. This server shall be configured to manage 200
       localisations per user per month and support 50 000 users;

     - technical assistance - Cellpoint Systems hereby undertakes to provide
       FT, as of the contract's coming into effect, with a telephone hotline
       number and to ensure this assistance service during business hours and
       business days i.e. 5 days per week from 8 a.m. until 7 p.m. (French
       time). Technical assistance shall be provided in the French or English
       languages;

     - with all elements and information required for the production of SIM
       cards, responsible for adequate SIM Tool Kit implementation;

     - support for the FT Hot Line;

     - all documentation concerning the System which FT might require in
       order to carry out Experimentation of the GSM localisation service;

     - training - during the commercial Experimentation phase, Cellpoint
       Systems shall ensure 5 days of training, in the English language to 5
       persons representing FT.

     4.2. FT 'S OBLIGATIONS

FT hereby undertakes to:

     - provide test customers, responsible for testing the service during the
       commercial experimentation phase, with compatible STK terminals
       equipped with SIM cards, including downloading of the STK application,
       subject to Cellpoint Systems providing all elements necessary for the
       production of said SIM cards.

     - provide technical documentation to each user of the service at the
       beginning of the commercial experimentation phase.

     - provide geographical configuration data for the network.

ARTICLE 5 - CONTRACTUAL DOCUMENTS

With respect to interpretation of the present contract, the body of the contract
shall prevail over the content of the appendices, and the contractual documents
are, by decreasing order of priority, as follows:

1 - The text of the present contract and its appendices:

     - Appendix nDEG.1 - Operational Specifications bearing the reference:
       FTM/DOD/SES/PR/002

     - Appendix nDEG.2 - The price list - Commercial proposal bearing the
       reference number:

     - Appendix nDEG.3 - CPS Tests Specifications bearing the reference number:

     - Appendix nDEG.4 - CPS Technical Specifications bearing the reference
       number:

<PAGE>


     - Appendix nDEG.5 - FT's Standard Terms and Conditions of Purchase -
       December 1998 Edition

2 - Order letters

ARTICLE 6 - AMOUNT OF THE CONTRACT

The amount of orders to be placed by FT under the present contract shall be
between:

[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

ARTICLE 7 - TERMS AND CONDITIONS FOR DRAWING UP PRICES

    7.1. DETERMINING PRICES

[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

    7.2. PRICE LIST

[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

    7.3. X25 LINKS

[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

    7.4. TAX

The price of the present contract shall be subject to value added tax (V.A.T.)
at the legal rate in force on the date of invoicing.


<PAGE>


ARTICLE 8 - LETTERS OF ORDER

Letters of order issued shall bear:

     - reference to the present contract, a number, a date.

     - the designation, reference and price of the service ordered, in
     conformity with Cellpoint Systems' offer.

     - the places and time limits for delivery.


Throughout the entire term of the contract, FT may issue orders. If the duration
of an order is greater than that of the present contract, the clauses of the
present contract concerning execution or interpretation of the order shall
remain in force until the order expires.

ARTICLE 9 - INVOICING

The services shall be paid, on presentation of an invoice. Invoices concerning
payment shall be sent in triplicate to the following address:

                             FRANCE TELECOM MOBILES
                           DCCG - SERVICE COMPTABILITE
                         41-45, BOULEVARD ROMAIN ROLLAND
                             F-75672 PARIS CEDEX 14


Cellpoint Systems shall, obligatorily, set out the reference numbers of the
contract on all invoices, in order to facilitate payment thereof. Cellpoint
Systems shall indicate, on its invoice, the date payment must take place. This
date shall be equal, at the earliest, to t + 60 days, "t" being the date of
issue of the invoice by Cellpoint Systems, and the latter date shall not be
prior to the occurrence giving rise to the drawing up of the invoice.

ARTICLE 10 - METHODS OF PAYMENT

FT shall properly settle all amounts due under the present contract, by bank
transfer thereof to an account opened in the name of Cellpoint Systems, the
reference numbers of which shall be shown on each of the invoices. Full payment
shall only be made on condition that FT deems that the Experimentation results
are in conformity with those defined in the present contract.

Should, at the term of this contract, FT decide to enter into a contract with
Cellpoint Systems to provide its customers with the GSM localisation service,
Cellpoint Systems hereby undertakes to draw up a credit note for FT
corresponding to the amount of the present contract, and to deduct it from the
first invoice concerning the commercial start-up contract, and the following
invoices if necessary.

Should the Official Experimentation Acceptance Report not be issued before
October 3, Cellpoint Systems shall be bound to reimburse FT for all amounts paid
to it by FT under the present contract.


<PAGE>


ARTICLE 11 - TERMS AND CONDITIONS OF PAYMENT

Invoices shall be issued in accordance with the following terms and conditions:

[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

ARTICLE 12 - PROGRESS REPORT

Cellpoint Systems hereby undertakes to supply every 15 days, a detailed report
setting out:

- services executed
- a detailed schedule of tasks to be continued or begun
- indicator follow-up

The reports shall be sent by Fax to Mr Patrick REMY (NDEG. 01 55 22 23 43).
A final overall report shall be supplied by Cellpoint Systems five days before
Experimentation is deemed to have finished, in order to allow for issue of the
Official Experimentation Acceptance Report.

ARTICLE 13 - HOST SITES

                                CELLPOINT SYSTEMS
                                SOFIELUNDSVAGEN 4
                               S-191 47 SOLLENTUNA
                                     SWEDEN

The server shall be installed on the abovementioned host site, in premises
fitted out by Cellpoint Systems, at its own expense and under its own
responsibility, for the purpose of being equipped with telecommunications
infrastructure equipment. Should the equipment be moved, Cellpoint Systems
hereby undertakes to inform FT at least one month in advance, before moving
begins. Cellpoint Systems hereby undertakes to carry out said moving of
equipment, without interrupting the service.

It shall be Cellpoint Systems' responsibility to take all measures necessary to
prevent accidents, which could harm the proper operation of the present
contract.

Cellpoint Systems hereby undertakes to grant unrestricted access to the entire
system hosted in its premises, to any FT personnel who may have to work there.


<PAGE>


ARTICLE 14 - VALIDATION OF OPERATIONS

- Stage 1 : The Official Technical Appraisal Acceptance Report shall only be
issued if any blocking irregularity, preventing operations, detected by FT,
shall have been corrected by Cellpoint Systems and FT shall have lifted the
reserves corresponding to it.

Technical Tests to be carried out are set out in a document called " Tests
Specifications ", set up beforehand by FT in collaboration with Cellpoint
Systems. FT reserves the right to carry out tests not provided for in the Tests
Specifications. Any such tests shall be taken into consideration, in agreement
with Cellpoint Systems, in the same manner as the tests initially provided for,
for the purposes of issuing the Official Technical Appraisal Acceptance Report.
By joint agreement, between the parties, these tests shall then be included in
the "Tests Specifications".

- Stage 2 : The Official Experimentation Acceptance Report shall only be issued
by FT where the level of quality attained makes it possible to give approval for
implementation of the service.

Any irregularities discovered shall be corrected gradually as commercial
Experimentation is carried out, by Cellpoint Systems. The means implemented by
Cellpoint Systems shall result in a service in conformity with, and suitable
for, the criteria set out beforehand in the specifications.

ARTICLE 15 - QUALITY CRITERIA

Cellpoint Systems shall meet FT's quality criteria, by undertaking to supply a
service which complies with the indicators as defined in the Tests
specifications appended to the present contract. FT hereby reserves the right,
at all times, to point out shortcomings in the quality of the services supplied
to Cellpoint Systems. In agreement with FT, Cellpoint Systems shall immediately
take all steps it sees fit to re-establish a level of quality in conformity with
contractual undertakings.

Quality criteria during the period of commercial Experimentation shall be as
follows:

[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

ARTICLE 16 - EXCLUSIVITY

Throughout the entire period of Experimentation and for 4 months after it ends,
Cellpoint Systems hereby undertakes

- to refrain from entering into a contract with an FT competitor, on French
territory, for the GSM fleet localisation service, whether directly or
indirectly, for the purpose of carrying out Experimentation, or a
commercialisation phase

- to refrain from entering into a contract with an FT competitor, on French
territory, for any other service arising from the system,whether directly or
indirectly, for the purpose of carrying out Experimentation, or a
commercialisation phase.


<PAGE>


By FT competitor shall be meant, in particular, any operator of fixed
telecommunications networks or services, any operator of mobile
radiocommunications (radio phones and e-mail) and any distributor of fixed
telephone message services or mobile radiocommunications.

ARTICLE 17 - LIABILITY

Cellpoint Systems hereby undertakes not to cause any dilapidation, disturbance
or loss of data in the information system of FTM, to which it is connected for
the execution of the present contract. Dilapidation, disturbance, or loss of
data shall be deemed to be direct damage.

In the case of damage or dilapidation caused by FTM, with respect to all or part
of the equipment made available to FTM, FTM hereby undertakes either to restore
said equipment to a normal state of operation or to replace it by equivalent
equipment or to pay to Cellpoint Systems the as yet non-amortised value
thereof, excluding damages. The burden of proof shall be on Cellpoint Systems
to show that the damage has been caused directly and exclusively by FTM.

The parties hereby acknowledge that they shall not under any circumstances
whatsoever be liable for any consequential damage they may cause to each other
during performance of the present contract, such as, in particular, operating
loss, shortfall in profit, image prejudice ...

ARTICLE 18 - RIGHTS ARISING FROM INTELLECTUAL CREATION

The clauses of this article apply to the property rights and utilisation rights
of Cellpoint Systems and FT with respect to the results arising from performance
of the Contract, referred to hereafter as the "results". These results are
made up of the results of the tests and commercial Experimentation, as well as
any specific developments realised by Cellpoint Systems for the performance of
the present contract.

The results shall be entirely and exclusively those supplied to FT during
execution of the services provided for under the contract, and at the end
thereof. All intellectual creations realised under the contract shall be a part
of the results.

18.1 GUARANTIES WITH RESPECT TO THIRD PARTIES

FT and Cellpoint Systems shall, insofar as each of them is concerned, continue
to have ownership of their knowledge, which may or may not be capable of being
covered by intellectual property rights, held prior to the date of conclusion of
the contract.

Should, for the execution of the Contract, Cellpoint Systems intend to make use
of processes and/or products covered by intellectual property rights, obtained
by itself or by means of a licence, at the date of conclusion of the Contract,
or in the process of being obtained at said date, Cellpoint Systems shall inform
FT thereof.


<PAGE>


18.2 INTELLECTUAL PROPERTY RIGHTS AND UTILISATION RIGHTS

     Gradually, as they are obtained, Cellpoint Systems shall transfer to FT all
     rights concerning the results. The transfer of these intellectual property
     rights to FT shall be effected for all countries and for the terms of legal
     protection applying to said rights.


<PAGE>


     Said rights thus transferred shall include, in particular, the right of:

     - reproduction, in as many copies as FT shall see fit, by all means, and on
       all supports and all sites

     - representation, using all techniques, including land-based television
       broadcasting and satellites,

     - modification to or development of the results,

     - adaptation, perfecting, correction, arrangement, decompilation, reverse
       engineering, simplification, addition, incorporation in present or future
       systems, transcription to another computer language, or translation into
       another language, creation of derivative works, both by FT itself and by
       third parties,

     - publication with respect to third parties,

     - use and exploitation on all central and/or local units by any number of
       users, in the form of source programmes and object programmes, on all
       sites and for the supply of services in shared time,

     - commercial exploitation and distribution of the results and their
       derivatives under any form whatsoever, whether for or without
       consideration.

     Each of the abovementioned rights shall apply to all modifications to or
     developments of the results which FT shall carry out, or cause to be
     carried out, by a third party. All of these rights may be transferred
     wholly or partly by FT to any third party of its choice.

     Cellpoint Systems hereby undertakes to inform FT promptly of the results,
     and to provide it with all assistance and all documents, and more
     generally, all information, irrespective of its form or support, necessary
     for FT to fully exercise its rights and to enable it to:

     - obtain, should it so desire, in its own name and at its own expense, any
       intellectual property right over the results which it sees fit, for all
       countries, and to carry out all formalities and take all steps necessary
       for implementing and protecting said rights,

     - use and exploit the Results.

     Cellpoint Systems hereby guarantees that contracts binding persons who
     shall be working directly or indirectly under the contract, do not contain
     any provision restricting FT's intellectual property rights over the
     results. Cellpoint Systems hereby undertakes to obtain the same guarantee
     from its subcontractors and/or suppliers.

     Cellpoint Systems may not exercise any right whatsoever over the results,
     except in the case of prior written agreement to the contrary from FT, and
     in accordance with terms and conditions which, if applicable, shall be
     determined by joint agreement.

     Should FT renounce, in writing, after receiving formal notice from
     Cellpoint Systems, obtaining intellectual property rights over the results,
     the contracting party may obtain such rights in its own name and at its own
     expense, on condition that it grants France Telecom, free of charge and on
     a non-exclusive basis, the right to exploit or to use said rights, France
     Telecom having the faculty of sub-licensing.


<PAGE>


ARTICLE 19 - THE YEAR 2000

Cellpoint Systems hereby undertakes to design and supply the GSM localisation
System in such a manner that it can be used between now and the year 2000, at
the date of changeover from the year 1999 to the year 2000, and beyond.
Cellpoint Systems commits itself with respect to continuity of service at the
dates corresponding to the changeover from 1999 to 2000 and beyond. Cellpoint
Systems hereby guarantees FTM against any failure, irregularity, error,
malfunction and, in general, everything which could affect before, during or
after the changeover to the year 2000, FTM's information service, due to the
taking into account of the changeover to the year 2000 in the services covered
by the present contract.

Cellpoint Systems hereby undertakes to carry out all requisite tests in order to
ensure that the processing of dates, the calculation of dates and all references
to dates, of whatever nature, are in accordance with transmillennium criteria,
the characteristics of the year 2000 (a Leap Year, in particular) and all of the
consequences arising therefrom.

As Cellpoint Systems must connect up its system to other equipment by means of
communications interfaces, it hereby undertakes that such connecting up shall
not require any development of, changes to, transformation or arrangement of any
kind whatsoever of all or part of said interfaces.

Should it default on any of these obligations, Cellpoint Systems hereby
undertakes to repair the prejudice incurred by FT.

ARTICLE 20 - COMPETENCE

The parties shall make their best endeavours to settle any disputes arising from
the interpretation and/or execution of the present contract on a friendly basis.
Should they be unable to reach a friendly agreement, all disputes shall be
submitted by either party to the "Tribunal de Commerce" i.e. Trade Court of
Paris, France. The present contract shall be governed by French law.

ARTICLE 21 - LANGUAGE

The contract shall be drawn up in the French and English languages. The French
and English versions of the contract shall be signed by both parties, but the
French language contract shall be binding and shall prevail over the English
language version.

ARTICLE 22 - RIGHT OF TRANSFER

As the present contract is entered into with respect to the actual personality
of Cellpoint Systems, the latter hereby undertakes not to transfer or to assign
all or part of its rights and/or obligations arising under the present contract,
in any form or any way whatsoever, without the prior written agreement of FT.


<PAGE>


ARTICLE 23 - INTEGRALITY

The present contract reflects the entire contractual obligations of FT and
Cellpoint Systems. The provisions of the present contract cancel out and replace
all acceptation, exchange of correspondence and/or agreements prior to the
signature of the present contract. No changes to the terms and conditions of the
present contract shall generate obligations with regard to FT and Cellpoint
Systems if they are not covered by a written additional clause signed by FT and
Cellpoint Systems.

Signed in duplicate, with one copy for each of the parties.

<TABLE>
<S>                               <C>                                       <C>                            <C>
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In Paris                          on 26 July, 1999                          In Paris                       on 26 July, 1999
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Signature, name and capacity                                                Signature, name and capacity
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/s/ PETER HENRICSSON, Chairman                                              /s/ JEAN CELESTE
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of Cell point Systems                                                       of the person empowered
                                                                            to bind France Telecom
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Cellpoint Systems shall affix its company seal
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</TABLE>