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                                                                  Exhibit 10.20



June 7, 2000

TO:   VIA FACSIMILE - 044-1344-623-090

      CELLPOINT INC.
      BUILDING A
      TRINITY COURT
      WOKINGHAM ROAD
      BRACKNELL, BERKSHIRE
      RG42 1PL
      UK

Dear Sir,

RE:   COMMITMENT TO LEND
      LENDERS - M&S TRUST COMPANY LIMITED
      BOROWER - CELLPOINT INC.

We have received your proposal for a loan and we are pleased to advise that the
Lenders have approved subject to the following terms and conditions the credit
facility listed below.

BORROWER:                 Cellpoint Inc., a Nevada corporation having its
                          address in care of address stated above.

CREDIT FACILITY:          Four Million United States Dollars (US$4,000,000.00).

TERM:                     The loan shall be for a term of thirteen (13) months
                          from the date of acceptance of this Letter of Loan
                          Approval.

CURRENCY:                 The lawful currency of the United States of America
                          namely, United States Dollars.

AVAILABILITY AND          Anticipated by way of single draw down payment to be
DRAW DOWN:                made at the Borrower's bank by way of wire transfer
                          to the Borrower's account at Bank of America, Irvine
                          Industrial Branch, Newport Beach, California, U.S.A.

 PRE-PAYMENT:             The Borrower shall have the privilege of repaying the
                          whole. of the loan at any time provided the Borrower
                          has given the Lender ten (10) days' written notice of
                          its intention to pre-pay the loan and it is not in
                          default and pays at the time of repayment all
                          interest due to the Lender at that time together with
                          the principal. All principal sums on amounts being
                          pre-paid shall be paid to the date of said
                          prepayment.


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PURPOSE:                  To provide working capital and defray operating
                          expenses. The Borrower shall not use the advance for
                          any purpose -except that permitted under this clause
                          save with the express written consent of the Lender,
                          which consent may be refused for any reason. Failure
                          by the Borrower to comply with this clause should not
                          prejudice any rights of the Lender who shall not be
                          responsible for monitoring or ensuring the use or
                          application by the Borrower of any of the loan.

COMMITMENT FEE, LEGAL     The negotiation fee/commitment fee shall be in the
FEE AND DISBURSEMENTS:    sum of Ten Thousand United States Dollars
                          (USSIO,000.00) plus one hundred thousand share
                          wan-ants to be issued by the Borrower in favour of the
                          Lender in the form annexed hereto, which warrants
                          shall be exercisable at Twenty United States Dollars
                          (TJS$20.00) per share. It is agreed that the Borrower
                          shall register the underlying shares in respect of the
                          warrants as soon as possible in the name of the Lender
                          and advise the Lender of such registration as soon as
                          practical thereafter.

                          In the event of the security documents or any of them
                          being brought within the Turks and Caicos Islands such
                          that stamp duty becomes payable thereon, said duty
                          shall be paid by the Borrower and in default shall be
                          paid by the Lender and added to the principal amount
                          of the loan and shall suffer interest at applicable
                          rate until payment in full, Failure to pay the stamp
                          duty upon demand of the Lender shall constitute
                          default hereof.

INTEREST RATE:            Nine (9) per centum per annum from the date of
                          advance unless in default when the applicable
                          interest rate shall be two per centum per annum (2%)
                          in addition to the Interest Rate for the entire
                          period of default.

                          All interest under this agreement shall accrue from
                          day to day and shall be calculated on the basis of the
                          actual number of days elapsed and on the basis of a
                          365 day year. Any certificate or determination by the
                          Lender as to any rate of interest payable or interest
                          outstanding under this Agreement shall in the absence
                          of manifest error be conclusive an binding.

RE-PAYMENT:               Interest shall be payable quarterly in cars. Principal
                          shall be paid on expiry of the term, at which time all
                          principal and any interest due shall be payable in
                          full.

                          Partial pre-payment may be made but, if so, in a
                          minimum amount of Two Hundred Fifty Thousand United
                          States Dollars


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                          (US$250,000.00) and an integral multiple of Fifty
                          Thousand United States Dollars (US$50,000.00) and all
                          interest payable on the pre-paid sum to the date of
                          prepayment shall be paid at that time.

TAXES:                    All payments to be made by the Borrower under this
                          Agreement shall be made free and clear of and without
                          deduction for or on account of Taxes unless the
                          Borrower or any Bank through which a payment is made
                          is required to make such a payment subject to the
                          deduction or withholding of Taxes, in which case the
                          amount payable by the Borrower in respect of which
                          such deduction or withholdings is required to be made
                          shall be increased to the extent necessary to ensure
                          that, after the making of such deduction or
                          withholding, the Lender received and retains (fee
                          from any liability in respect of any such deduction
                          or withholding) a net amount equal to the sum which
                          it would have received and so retained had no
                          deduction or withholding been made or required to be
                          made.

SECURITY:                 1.    This Letter of Loan Sanction duly executed by
                                the Borrower acting as formal Loan Agreement.

                          2.    Copy of the corporate resolutions of the
                                Borrower and other supporting loan documentation
                                as may be reasonably required by the Lender's
                                attorneys.

                          3.    Such further items of corporate governance and
                                information as may be reasonable required by the
                                Lender's attorneys.

REPRESENTATIONS
& WARRANTIES:             The Borrower represents and warrants to the Lender
                          that:

                          1.    It is a limited liability company duly
                                incorporated and validly existing under the laws
                                of the United States of America and has power to
                                carry on its business and to own its property
                                and assets.

                          2.    It has power and authority, deliver and perform
                                its obligations under this Agreement and the
                                Share Warrants and to use the facility as
                                referred to herein and that all necessary
                                action has been taken and not revoked to
                                authorize the execution and performance of this
                                Agreement and subject to all applicable
                                insolvency laws, this Agreement constitutes its
                                valid and legally binding obligation
                                enforceable in accordance with the terms
                                thereof.


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                          3.    The execution and delivery and the performance
                                of this Agreement, the delivery of the Share
                                Warrants and the use of the facility do not and
                                will not:

                                (a)   contravene any law, regulation,
                                      directive, judgment or order to which it
                                      is subject; or

                                (b)   result in any actual or potential breach
                                      of, or default under, any obligation,
                                      agreement, instrument or consent to which
                                      it is a party or by which it is bound or
                                      under which it is required to carry on its
                                      business; or

                                (c)   contravene any provision of its Memorandum
                                      and Articles of Association and/or charter
                                      and by-laws and/or constitutional
                                      documents.

                          4.    No litigation, arbitration or administrative
                                proceedings and no dispute with any statutory
                                or Governmental authority is current or pending
                                or to its knowledge threatened against it or
                                any of its assets which might or would or be
                                likely to have a material adverse effect on its
                                business assets or its financial condition or
                                its ability to observe, perform and deliver
                                upon its obligation under this Agreement.

                          5. No event of default has occurred or is continuing.

                          6.    It is not in default in the payment of any due
                                and payable taxes or filing registration or
                                recording of any document or under any legal or
                                statutory obligation which default might have a
                                material adverse effect on the Borrower or its
                                ability to perform this Agreement.

                          7.    The latest report and financial statement of
                                the Borrower as-provided to the Lender have
                                been prepared in accordance with generally
                                accepted accounting principles and practices in
                                the United States consistently applied and give
                                a true and fair view of the financial
                                condition, assets and liabilities of the
                                Borrower at the date to which such financial
                                statements have been prepared and since that
                                date, there has been no material adverse change
                                in the financial condition or the business,
                                assets and operations of the Borrower which
                                taken as a whole might or be likely to be or
                                have a material adverse effect on its business,
                                assets or financial condition or its ability to
                                observe and perform its


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                          obligations under this Agreement.

                          8.    The Borrower will provide the Lender with
                                updated financial statements as soon as same
                                become available to the Borrower.

                          9.    All factual information supplied by the
                                Borrower to the Lender whether contained herein
                                or otherwise without limitation in
                                contemplation of or for the purpose of this
                                Agreement was true and accurate in all material
                                respects as at its date and not misleading and
                                such information did not omit anything nor
                                since the date of such information has anything
                                occurred which renders that information untrue
                                or misleading in any material respect or which,
                                if disclosed, might or would be likely to
                                adversely effect the decision of a person
                                considering whether to enter into this
                                Agreement and all projections and statements of
                                belief and opinion given by the Borrower to the
                                Lender were made honestly and in good faith
                                after due and careful enquiry and remain valid.

                                (All representations and warranties are being
                                repeated as at the draw down of any of the
                                facility and upon the repayment of each tranche
                                of interest and/or principal sum herein.)

CONDITIONS:               1.    Execution and delivery of all loan and security
                                documentation to the reasonable satisfaction of
                                the Lender's attorneys.

EVENTS OF DEFAULT:        In the event of default by the Borrower, the
                          principal amount and interest thereon shall, at the
                          option of the Lender, immediately become due and
                          payable upon written notice whether with or without
                          prior demand therefor, and the security shall
                          immediately become enforceable. Without limiting the
                          generality of the foregoing, demand may be expected
                          in each and everyone of the events following:

                          1.    If the Borrower makes default in payment when
                                due of any indebtedness to the Lender.


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                          2.    If the Borrower makes default in payment when
                                due on performance of something required to be
                                done of some covenant or condition to be
                                observed or performed by the Borrower pursuant
                                to this Agreement, or any securities given in
                                support hereof.

                          3.    If the Lender breaches any term or condition or
                                warranty or undertaking of this Loan Agreement.

                          4.    If the Borrower fails to comply with any filing
                                or other statutory requirements of its
                                jurisdiction of domicile, namely U.S.A..

                          5.    If any Order is made or an effective resolution
                                passed for the winding-up of the Borrower, or if
                                a petition is filed for the winding-up of the
                                Borrower.

                          6.    If the Borrower becomes insolvent or files for
                                protection from its creditors under applicable
                                law.

DEFAULT INTEREST/         In order to compensate the Lender in damages in the
AGREED DAMAGES:           event of default, it is agreed that the Interest Rate
                          applicable to all sums due hereunder, whether by way
                          of principal, interest or howsoever arising, shall be
                          two percentum per annum. (2%) above the Interest Rate
                          until payment in full of all sums is made. It is
                          agreed that this rate of interest is intended to
                          compensate the Lender in agreed damages in the event
                          of default and is not in the nature of a penalty.

NOTICES:                  Notices may be delivered by fax or by registered
                          mail. If by fax, notices shall be deemed served on
                          the next following business day following apparent
                          successful transmission evidenced by sender's
                          transaction report (hard copy to follow by mail) and
                          if by registered mail, shall be deemed served seven
                          (7) after the day of posting.

WAIVERS:                  No waivers, delays, consents or failure to act by the
                          Borrower will defeat or affect any or all of the
                          Borrower's rights herein.

SEVERANCE:                If any of the provisions of this Agreement is or
                          becomes legal, invalid or unenforceable in any
                          respect under any law or regulation of any
                          jurisdiction, neither the legal validity nor the
                          enforceability of the remaining provisions of this
                          Agreement nor the legality, validity or
                          enforceability of such provision itself under the law
                          of


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                          any other jurisdiction shall in any way be affected or
                          impaired as a result.

APPLICABLE LAW:           The laws of the Turks and Caicos Islands.

JURISDICTION:             The Courts of the Turks and Caicos Islands or the
                          Courts of the United States of America, United
                          Kingdom or elsewhere at the sole option of the Lender.

If you are in agreement with the above terms and conditions, please approve the
attached copy and return it to us prior to us the 30th day of June, 2000.

Yours truly,
M&S TRUST COMPANY LIMITED



PER         /s/ Timothy P. O'Sullivan
      ------------------------------------------
      MANAGING DIRECTOR

WE HEREBY ACKNOWLEDGE AND AGREE to all of the above stated terms and conditions
this 28th day of June, 2000.



            /s/ Lynn Duplessis
------------------------------------------------
FOR AND ON BEHALF OF CELLPOINT INC. -
BORROWER




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