<PAGE>

                                                                    Exhibit 10.3

                                ESCROW AGREEMENT

          ESCROW AGREEMENT, dated as of February 29, 2000, by and among the
stockholders of Unwire AB (publ), org. no. 556522-7617, a corporation
organized under the laws of Sweden (the "Company") listed on Schedule I
attached hereto (each a "Seller", and collectively, the "Sellers"), CELLPOINT
INC., a corporation organized under the laws of the State of Nevada
("CellPoint"), CELLPOINT SWEDISH HOLDINGS LTD., a corporation organized under
the laws of England and Wales and a wholly-owned subsidiary of CellPoint (the
"Purchaser Sub"; CellPoint and the Purchaser Sub are hereinafter collectively
referred to as the "Purchaser"), SALANS HERTZFELD HEILBRONN CHRISTY & VIENER,
as Escrow Agent (the "Escrow Agent"), U.S. STOCK TRANSFER CORPORATION, as
depositary (the "Depositary"), and PER LUNDBERG, as Sellers' Agent.

                                   WITNESSETH:

          WHEREAS, the Sellers, CellPoint and Purchaser Sub have entered into a
certain Purchase and Sale Agreement, dated as of February 16, 2000 (as amended
and in effect from time to time, the "Purchase Agreement"), pursuant to which
(i) the Purchaser purchased from the Sellers all of the issued and outstanding
equity securities and securities convertible into or exercisable for the equity
securities of the Company, and (ii) the Purchaser is issuing to the Sellers, as
consideration for such purchase, an aggregate of 1,075,000 shares (the
"CellPoint Shares") of the Common Stock, par value $0.001 per share (the "Common
Stock") of the Purchaser;

          WHEREAS, pursuant to the terms of the Purchase Agreement, the
Purchaser and the Sellers desire to enter into this Agreement in consideration
for their respective obligations thereunder;

          WHEREAS, the Purchaser and the Sellers wish to deposit into escrow
shares of Common Stock of CellPoint in order to facilitate any payments that the
Sellers or the Purchaser may be required to make in the event that an
indemnification obligation is imposed under Article X of the Purchase Agreement;

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:

          1.   DEFINED TERMS. All capitalized terms used herein and not
otherwise defined herein shall have the same respective meanings set forth in
the Purchase Agreement.

          2.   ACCEPTANCE OF DUTIES. The Sellers and the Purchaser hereby
appoint and designate the Escrow Agent to receive, hold and dispose of, the
Escrow Shares (as hereinafter


                                      -1-
<PAGE>

defined) and all proceeds thereof in accordance with the terms, conditions and
provisions of this Agreement. The Escrow Agent hereby agrees to act as Escrow
Agent and to receive, hold and dispose of the Escrow Shares, in accordance with
the terms of this Agreement, PROVIDED, HOWEVER, that the Escrow Agent shall have
no duties hereunder unless and until the Escrow Agent receives the Escrow Shares
pursuant to Section 3 hereof; and PROVIDED FURTHER, that the Escrow Agent may
appoint the Depositary to hold the Escrow Shares on its behalf pursuant to this
Agreement.

          3.   DELIVERY OF ESCROW SHARES. On the Closing Date:

               (a)  CellPoint shall deliver or cause to be delivered to the
          Escrow Agent, to be held by the Escrow Agent pursuant to, and in
          accordance with, Article X of the Purchase Agreement and this
          Escrow Agreement, stock certificates evidencing 53,738 CellPoint
          Shares (constituting approximately 5% of the aggregate CellPoint
          Shares to be issued to the Sellers under the Purchase Agreement;
          the "Seller Escrow Shares"). The Seller Escrow Shares shall be held
          in escrow pending determination of any indemnification obligations
          of the Sellers pursuant to Article X of the Purchase Agreement. The
          Sellers and the Purchaser hereby agree that such deposit of the
          Seller Escrow Shares satisfies the requirements of Section
          2.03(b)(ii)(A) of the Purchase Agreement.

               (b)  CellPoint shall deliver an instruction letter (the "Share
          Reserve Letter") to the Depositary, in its capacity as the stock
          transfer agent for CellPoint, directing the transfer agent to
          reserve for issuance out of CellPoint's authorized but unissued
          shares of CellPoint Common Stock, 53,750 shares of CellPoint Common
          Stock, which are to be issued by the transfer agent upon receipt of
          instructions of the Escrow Agent in accordance with this Agreement,
          upon determination of any indemnification obligations of the
          Purchaser pursuant to Article X of the Purchase Agreement (the
          "Purchaser Escrow Shares"). The Sellers and the Purchaser hereby
          agree that the delivery of the Share Reserve Letter, and the
          transfer agent's acknowledged receipt thereof, satisfies the
          requirements of Section 2.03(b)(ii)(B) of the Purchase Agreement.

The Seller Escrow Shares and the Purchaser Escrow Shares are collectively
referred to as the "Escrow Shares". The share certificates evidencing the Seller
Escrow Shares deposited in escrow with the Escrow Agent shall be accompanied by
duly endorsed stock powers which are also to be held in escrow. The Sellers, the
Purchaser and the Escrow Agent hereby agree that the Escrow Agent shall cause
the Depositary to hold the Escrow Shares in the name and on behalf of the Escrow
Agent, and the Depositary shall distribute or issue such Escrow Shares, as the
case may be, only upon the instructions of the Escrow Agent in accordance with
this Agreement. Upon receipt of the Seller Escrow Shares and the Share Reserve
Letter, the Escrow Agent and the Depositary shall acknowledge receipt thereof by
delivery of a written acknowledgment thereof to the Sellers and the Purchaser.
The Escrow Shares shall not be subject to lien or attachment by any creditor of
any party hereto and shall be used solely for the purpose set forth in this


                                      -2-
<PAGE>

Agreement. The Escrow Shares shall not be available to, and shall not be used
by, the Escrow Agent or the Depositary to set off any obligations of either the
Purchaser or the Sellers owing to the Escrow Agent or the Depositary in any
capacity.

          4.   TERMS AND CONDITIONS OF ESCROW.

               (a)  DISTRIBUTION OF SELLER ESCROW SHARES. The Escrow Agent shall
          distribute the Seller Escrow Shares in accordance with the following
          procedures:

                    (i)  If on the date which is one day after the twelve-month
               anniversary of the Closing Date (the "Escrow Release Date"), (A)
               the Escrow Agent and the Sellers shall not have received any
               notice from the Purchaser pursuant to Section 10.02 (a "Claim
               Notice") (a) of the Purchase Agreement of a claim by the
               Purchaser for indemnification under Section 10.01(a) of the
               Purchase Agreement that is unresolved, then the Sellers' Agent
               (hereinafter defined) may direct the Escrow Agent to distribute
               to the Sellers as the Sellers' Agent directs, any Seller Escrow
               Shares that are still held in escrow, or (B) a Claim Notice shall
               have been received and is unresolved, then the Sellers' Agent may
               direct the Escrow Agent to distribute such number of Seller
               Escrow Shares that are not necessary to resolve the claim
               described in the Claim Notice, assuming that all allegations set
               forth in such Claim Notice were true and correct in all respects.

                    (ii) If, prior to the Escrow Release Date, the Escrow Agent
               and the Sellers' Agent shall have received from the Purchaser a
               Claim Notice requesting indemnification under Section 10.01(a) of
               the Purchase Agreement:

                         (A) if the Sellers' Agent shall not have delivered to
                    the Purchaser and the Escrow Agent a timely Dispute Notice
                    in accordance with Section 10.02(b) of the Purchase
                    Agreement, the Escrow Agent shall deliver to the Purchaser
                    such number of Seller Escrow Shares as shall equal the
                    amount of the claim set forth in the Claim Notice divided by
                    the Agreed Value, rounded upwards to the nearest whole
                    number;

                         (B) if the Sellers' Agent shall have delivered to the
                    Purchaser and the Escrow Agent a timely Dispute Notice in
                    accordance with Section 10.02(b) of the Purchase Agreement,
                    the Escrow Agent shall continue to hold such number of
                    Seller Escrow Shares necessary to resolve such claim
                    described in the Claim



                                      -3-
<PAGE>

                    Notice, assuming all allegations set forth in such Claim
                    Notice were true and correct in all respects; and

                         (C) after a Claim Notice and a Dispute Notice have been
                    received by the Escrow Agent, the Escrow Agent shall
                    continue to hold such number of Seller Escrow Shares as set
                    forth above until such time as the dispute is resolved in
                    accordance with the terms of the Purchase Agreement and the
                    Escrow Agent receives a subsequent notice executed by the
                    Sellers' Agent and the Purchaser setting forth the
                    directions for the disposition of the Seller Escrow Shares.

                    (iii) Prior to any distribution of the Seller Escrow Shares
               pursuant to clauses (i) or (ii) of this Section 4(a), the Escrow
               Agent may, in its discretion, give notice to the Sellers' Agent
               and the Purchaser of such intended distribution, setting forth
               the number of Seller Escrow Shares to be distributed and the
               intended recipient of such Seller Escrow Shares.

                    (iv) If the Sellers' Agent and the Purchaser shall not have
               submitted any pending dispute to arbitration and have otherwise
               made conflicting demands on the Escrow Agent, the Escrow Agent
               may, upon 10 days' prior written notice to the Sellers' Agent and
               the Purchaser, demand that the Sellers' Agent and the Purchaser
               submit to arbitration with the Arbitration Institute of the
               Stockholm Chamber of Commerce for determination of the
               appropriate disposition of the Seller Escrow Shares. Such dispute
               shall be exclusively and finally settled by arbitration in
               accordance with the Swedish law and the Rules of the Arbitration
               Institute of the Stockholm Chamber of Commerce. The arbitral
               tribunal shall be composed of three arbitrators. The place of
               arbitration shall be Stockholm, Sweden. The arbitration
               procedures shall be held in the English language. Upon such
               determination by the Stockholm Chamber of Commerce, the Escrow
               Agent shall cause the Depositary to dispose of the Seller Escrow
               Shares in accordance with the final decision of such arbitral
               body.

                    (v)  Notwithstanding the foregoing, the Sellers' Agent may,
               subject to the requirements of applicable law (including, without
               limitation, the Securities Act), direct the Escrow Agent to sell
               the Seller Escrow Shares, if, and only if, the proceeds of such
               sale are simultaneously deposited in escrow with an
               internationally recognized commercial bank, subject to the terms
               and conditions of this Agreement and Article X of the Purchase
               Agreement.


                                      -4-
<PAGE>

          (b)  ISSUANCE OF PURCHASER ESCROW SHARES. The Escrow Agent shall
     instruct the Depositary, in its capacity as transfer agent for CellPoint,
     to issue the Purchaser Escrow Shares in the following circumstances:

               (i)  If, on the Escrow Release Date, (A) the Escrow Agent and the
          Purchaser shall not have received a Claim Notice from the Sellers'
          Agent pursuant to Section 10.02(b) of the Purchase Agreement of a
          claim by the Sellers for indemnification under Section 10.01(b) of the
          Purchase Agreement that is unresolved, then the Share Reserve Letter
          shall terminate, or (B) a Claim Notice shall have been received and is
          unresolved, then the number of Purchaser Escrow Shares reserved for
          issuance pursuant to the Share Reserve Letter shall be reduced to the
          extent that Purchaser Escrow Shares are not necessary for the
          resolution of such dispute, assuming that the allegations set forth in
          such Claim Notice were true and correct in all respects. In either
          event, the Depositary is hereby authorized and directed to cancel, to
          such extent, the reserve of the Purchaser Escrow Shares out of the
          authorized but unissued shares of CellPoint Common Stock.

               (ii) If, prior to the Escrow Release Date, the Escrow Agent and
          the Purchaser shall have received a Claim Notice from the Sellers'
          Agent for indemnification under Section 10.01(b) of the Purchase
          Agreement:

                    (A) if the Purchaser shall not have delivered to the
               Sellers' Agent and the Escrow Agent a timely Dispute Notice in
               accordance with Section 10.02(b) of the Purchase Agreement, the
               Escrow Agent shall so notify the Depositary (with a copy to the
               Purchaser), and the Depositary shall issue and deliver such
               number of Purchaser Escrow Shares to the Sellers as shall equal
               the amount of the claim in the Claim Notice divided by the Agreed
               Value, rounded upwards to the nearest whole number; CellPoint's
               execution and delivery of this Agreement shall constitute its
               authorization and instruction for the issuance of such Purchaser
               Escrow Shares in the circumstances described herein;

                    (B)  if the Purchaser shall have delivered to the Sellers'
               Agent and the Escrow Agent a timely Dispute Notice in accordance
               with Section 10.02(b) of the Purchase Agreement, the Depositary
               shall continue to maintain the reserve for the issuance of the
               Purchaser Escrow Shares in accordance with the Share Reserve
               Letter to the extent necessary to resolve such claim as if all
               allegations set forth in such Claim Notice were true and correct
               in all respects; and


                                      -5-
<PAGE>

                    (C)  after a Claim Notice and a Dispute Notice have been
               received by the Escrow Agent, the Depositary shall not issue any
               Purchaser Escrow Shares nor shall the number of Purchaser Escrow
               Shares reserved for issuance pursuant to the Share Reserve Letter
               be reduced except pursuant to Section 4(b)(i)(B) until such time
               as the Escrow Agent and the Depositary receive a subsequent
               notice executed by the Sellers' Agent and the Purchaser setting
               forth the directions for the issuance, if any, of the Purchaser
               Escrow Shares, or cancellation of the Share Reserve Letter, as
               the case may be.

               (iii) The Sellers, the Purchaser, the Escrow Agent and the
          Depositary hereby acknowledge and agree that no Purchaser Escrow
          Shares shall be deemed to be issued and outstanding because the
          Purchaser shall have delivered to the Depositary the Share Reserve
          Letter, and that such Purchaser Escrow Shares shall only be issued and
          outstanding upon the issuance of the Purchaser Escrow Shares in
          accordance with this Agreement.

     5.   TERMINATION This Escrow Agreement shall terminate upon:

          (a)  the distribution of all of the Seller Escrow Shares; and

          (b)  the issuance of all of the Purchaser Escrow Shares or the number
     of Purchaser Escrow Shares reserved for issuance pursuant to the Share
     Reserve Letter has been reduced to zero, whether by issuance or otherwise,
     or a combination thereof for the total number of Purchaser Escrow Shares.

The Sellers' Agent and the Purchaser may, by written consent, however, otherwise
terminate this Escrow Agreement, upon delivery of such written instruction to
the Escrow Agent and the Depositary, accompanied by a complete release of the
Escrow Agent and the Depositary.

     6.   CONCERNING THE ESCROW AGENT AND THE DEPOSITARY.

          Each of the Sellers and the Purchaser agrees that the Escrow Agent and
     the Depositary are acting hereunder solely on behalf of the Sellers and the
     Purchaser. The acceptance by the Escrow Agent and the Depositary of their
     respective duties under this Agreement are subject to the following terms
     and conditions which govern and control with respect to their respect
     rights, duties, liabilities and immunities:

          (a)  The duties and obligations of the Escrow Agent and the Depositary
     shall be determined solely by the applicable provisions of this Agreement.
     Neither the Escrow Agent nor the Depositary shall be liable to any person
     or entity except for the performance of such duties and obligations
     applicable to it as



                                      -6-
<PAGE>

     are specifically set forth in this Agreement. This Agreement expressly sets
     forth all duties of the Escrow Agent and the Depositary with respect to any
     and all matters pertinent thereto. No implied duties or obligations shall
     be read into this Agreement against either the Escrow Agent or the
     Depositary, and neither the Escrow Agent nor the Depositary shall be bound
     to the provisions of any agreement among the other parties hereto except
     this Agreement.

          (b)  Neither the Escrow Agent nor the Depositary shall be responsible
     in any manner for any failure or inability of any other party hereto to
     honor any of the provisions of this Agreement, the Purchase Agreement or
     any of the agreements, instruments or documents contemplated hereby or
     thereby.

          (c)  The Sellers and the Purchaser agree, jointly and severally to
     make no claim, and to bring no action, suit or proceeding, against the
     Escrow Agent or the Depositary for any alleged liability or claim arising
     out of or in connection with the Escrow Agent's or the Depositary's
     acceptance or performance (including errors and omissions) of their
     respective duties and obligations under this Agreement or otherwise with
     respect to the Escrow Shares, in the absence of gross negligence or willful
     misconduct by the Escrow Agent or the Depositary, as applicable.

          (d)  The Escrow Agent and the Depositary shall be fully protected in
     acting and relying upon the written legal opinion of its counsel or advice
     or certificate, notice, direction, instruction, request, order, judgment,
     decree or other document given to it which the Escrow Agent or the
     Depositary believes to be genuine and to have been signed or presented by
     the proper party or parties, and may assume that any person purporting to
     give such legal opinion, advice, certificate, notice, direction,
     instruction, request or other document has been duly authorized to do so.
     The Escrow Agent assumes no responsibility for the accuracy of the contents
     of any such documents.

          (e)  The Escrow Agent (and any successor escrow agent) may resign and
     be discharged from all other further duties and obligations hereunder at
     any time upon giving 30 days' notice to the other parties hereto whereupon
     the Sellers' Agent and the Purchaser shall jointly designate a successor
     escrow agent within such 30-day period. The Escrow Agent shall deposit the
     Seller Escrow Shares in the account designated by such successor escrow
     agent pursuant to the joint instructions of the parties hereto. If the
     parties hereto were to terminate this Agreement by joint written consent,
     the Sellers' Agent and the Purchaser shall jointly either (i) designate a
     successor agent hereunder, in which case the Escrow Agent shall deliver the
     Seller Escrow Shares and the Share Reserve Letter to such successor or (ii)
     direct the Escrow Agent to otherwise dispose of the Escrow Shares in a
     manner which shall not be unduly burdensome to the Escrow Agent. Upon such
     resignation by the Escrow Agent or termination of this Agreement by



                                      -7-
<PAGE>

     the other parties hereto, in the absence of a joint designation of a
     successor or joint direction as contemplated above, the Escrow Agent shall
     without further liability or responsibility under this Agreement retain the
     Escrow Shares in the Escrow Agent's possession as custodian thereof (for
     the benefits of the other parties hereto) until otherwise jointly directed
     in writing. The Escrow Agent may at any time on notice to other parties
     hereto take such affirmative steps as it may, at its option, select in
     order to terminate its duties as escrow agent including the commencement of
     an action under Section 5(g) with respect to the appropriate disposition of
     the Escrow Shares.

          (f)  The Escrow Agent may seek the advice of legal counsel in the
     event of any dispute or question as to the construction of any provision of
     this Agreement, or its duties hereunder, and may rely on an opinion of such
     counsel. In rendering such advice, such counsel may rely on written
     statements of fact furnished to it by persons reasonably believed to be
     credible and copies of which are furnished to the parties hereto. In the
     event that the Escrow Agent shall receive instructions which in its opinion
     are in conflict with any of the provisions of this Agreement, it shall be
     entitled to hold the Escrow Shares pending the final non-appealable order
     of an arbitral body, in accordance with the Purchase Agreement, or if
     applicable, the order of a final certified copy of such order or judgment,
     delivered to the Escrow Agent).

          (g)  The parties acknowledge that Salans Hertzfeld Heilbronn Christy &
     Viener ("SHHC&V"), the initial Escrow Agent, has acted as counsel to the
     Purchaser and agree that the SHHC&V may continue to act as counsel to the
     Purchaser, including without limitation, in connection with any dispute or
     proceeding arising under the Transaction Documents or this Agreement at the
     Purchaser's sole expense; PROVIDED, HOWEVER, that SHHC&V, in its capacity
     as Escrow Agent, shall continue to be bound by all of the provisions of
     this Agreement and at no time shall SHHC&V, in its capacity as Escrow
     Agent, deliver or distribute or cause to deliver or distribute the Escrow
     Shares except in conformity with the provisions hereof.

          (h)  Upon the distribution or issuance, as the case may be, of all of
     the Escrow Shares in accordance with this Agreement, the Escrow Agent and
     the Depositary shall cease to have any obligation to any party under this
     Agreement, except in case of any claim arising out of its own gross
     negligence or willful misconduct.

          (i)  The Sellers and the Purchaser shall, jointly and severally,
     indemnify and hold harmless the Escrow Agent and the Depositary from and
     against all other costs, charges, damages and expenses, including without
     limitation, reasonable attorneys' fees which the Escrow Agent or the
     Depositary, as applicable, in good faith may incur or suffer as a result of
     any legal proceedings affecting this



                                      -8-
<PAGE>

     Agreement or the performance of their respective duties hereunder, except
     for any proceedings relating to any allegedly gross negligence or willful
     misconduct to the Escrow Agent or the Depositary that results in a final
     non-appealable judgment against the Escrow Agent or the Depositary, as
     applicable, with respect to such allegedly gross negligence or willful
     misconduct.

     7.   SELLERS' AGENT; NOTICES.

          (a)  (i) Each of the Sellers hereby consent to the appointment of Per
          Lundberg as his, her or its agent (the "Sellers' Agent") or any
          successor Sellers' Agent appointed from time to time by all of the
          Sellers in writing and authorizes the Sellers' Agent to exercise all
          authority granted to the Sellers' Agent hereunder. Any action or
          decision by the Sellers' Agent shall be sufficient to bind the
          Sellers' Agent and the Sellers, and the Escrow Agent, the Depositary
          and the Purchaser shall be entitled to rely upon any such action or
          decision.

               (ii) The Sellers' Agent shall not be liable for any act or
          omission except for the Sellers' Agent own gross negligence or willful
          misconduct and may conclusively rely, and shall be protected in acting
          or refraining from acting, upon any written notice, instrument or
          signature believed the by Sellers' Agent to be genuine and to have
          been signed or presented by the proper party or parties duly
          authorized to do so.

               (iii) Upon the distribution or issuance, as the case may be, of
          all the Escrow Shares in accordance with this Agreement, the Sellers'
          Agent shall cease to have any obligation under this Agreement except
          in the case of any claim arising out of the Sellers' Agent's own gross
          negligence or willful misconduct. The Sellers shall, in the same
          proportion in which they will share in any Purchaser Escrow Shares
          distributed to them from the escrow, pay and/or reimburse the Sellers'
          Agent for any ordinary course fees, costs and disbursements incurred
          by the Sellers' Agent in connection with the performance by the
          Sellers' Agent of his or her or its duties under this Agreement.

               (iv) The Sellers shall jointly and severally indemnify and hold
          harmless the Sellers' Agent from and against all other costs, charges,
          damages and expenses, including, without limitation, reasonable
          attorneys' fees, which the Sellers' Agent in good faith may incur or
          suffer as a result of any legal proceedings affecting this Agreement
          to the performance of the Sellers' Agent's duties hereunder, except
          for any proceedings relating to any alleged gross negligence or
          willful misconduct of the Sellers' Agent that results in an adverse
          determination against the Sellers' Agent.


                                      -9-
<PAGE>

          (b)  Notwithstanding any other provision of this Agreement to the
     contrary, any action to be taken by the Sellers' Agent under this
     Agreement, may instead be taken by all of the Sellers acting together. The
     Sellers hereby agree that any notice executed and delivered by the Sellers'
     Agent shall be binding upon each Seller, and that any notice received by
     the Sellers' Agent shall be binding upon each Seller.

          (c)  All communications, notices, requests, consents or demands given
     or required under this Agreement shall be in writing and shall be deemed to
     have been duly given when delivered to, sent by facsimile with acknowledged
     receipt or recognized courier service with acknowledged receipt, or five
     (5) days after being mailed by prepaid registered or certified mail
     addressed to, the party for whom intended, as follows, or to such other
     address as may be furnished by such party by notice in the manner provided
     herein:

               (i)  If to the Sellers:

               To the Sellers' Agent at his address set forth opposite his on
               the signature pages hereof:

               with a copy to:

               Clifford Chance Limited Liability Partnership 200
               Aldersgate Street
               London EC1A 4JJ
               United Kingdom
               Attention: Olof Clausson, Esq.
               Fax: 44-171-600-5555

               (ii) If to the Purchaser:

               CellPoint Inc.
               Sofielundsvagen 4
               Sollentuna S 191 47
               Sweden
               Fax: 468-544-90005


                                      -10-
<PAGE>

               with a copy to:

               Salans Hertzfeld Heilbronn Christy & Viener
               620 Fifth Avenue
               New York, New York 10020
               United States
               Attention: Steven R. Berger, Esq.
               Fax: (212) 307-3308 or (212) 632-5555


               (iii) If to the Escrow Agent:

               Salans Hertzfeld Heilbronn Christy & Viener
               620 Fifth Avenue
               New York, New York 10020
               Attention: Steven R. Berger, Esq.
               Fax: 212-307-338 or 212-632-5555

               (iv) If to the Depositary:

               United States Stock Transfer Company
               1745 Gardena Avenue, Suite 200
               Glendale, California 91204-2991
               Attention: Mr. Richard Brown
               Fax: (818) 502-0674

     8.   MISCELLANEOUS.

          (a)  This Agreement may be amended only by a written agreement, signed
     by all the parties hereto.

          (b)  If any provision of this Agreement shall be found by any court of
     competent jurisdiction to be invalid or unenforceable, the parties hereby
     waive such provision to the extent that it is found to be invalid or
     unenforceable. Such provision shall, to the maximum extent allowable by
     law, be modified by such court so that it becomes enforceable, and, as
     modified, shall be enforced as any other provision hereof, all the other
     provisions hereof continuing in full force and effect.

          (c)  This Agreement shall be governed and construed in accordance with
     the laws of the State of New York.


                                      -11-
<PAGE>

          (d)  This Agreement shall be binding upon and shall inure for the
     benefit of the parties hereto and there respective successors and assigns.

          (e)  This Agreement may be executed in any number of counterparts,
     each of which shall be deemed an original but all of which together shall
     constitute only one Agreement.

          (f)  The headings contained in this Agreement are for reference
     purposes only and shall not in any way affect the meaning or interpretation
     hereof.

          (g)  This Agreement constitutes the entire understanding of the
     parties with respect to the subject matter hereof and supersedes any and
     all prior understandings and agreements, whether written or oral, with
     respect to such subject matter.


                                      -12-
<PAGE>


SELLERS:

Address:                                      PROCURITAS INVESTMENT PARTNERS
Skeppsbron 20                                 (PIP) BV
111 30 Stockholm
Sweden                                        By /s/ MATS HUGOSON
                                              ---------------------------------
                                                Name: Mats Hugoson

Address:                                      NORRA BROFASTET I SUNDSVALL AB
Karlavagen 50
1114 49 Stockholm
Sweden                                        By /s/ PER BORJESSON
                                              ---------------------------------
                                                Name: Per Borjesson

Address:                                      ERASMUS MANAGEMENT AB
Sabelgatan 6
254 67 Helsingborg
Sweden                                        By /s/ MIKAEL SOLBERG
                                              ---------------------------------
                                                Name:  Mikael Solberg

Address:                                      FORETAGSPARTNER IBP INVEST AB
Karlavagen 50
114 49 Stockholm
Sweden                                        By /s/ PER BORJESSON
                                              ---------------------------------
                                                Name: Per Borjesson

Address:                                      KARL STOCKMAN AB
Norra Klaragatan 15
653 40 Karlstad
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Name:  Per Lundberg

Address:                                      LEDSTIERNAN INVESTMENT LTD.
c/o CBS, Rue Du Criblet 9
C.P. 210, CH-1701 Friburg
Switzerland                                   By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Name:  Per Lundberg

Address:                                      THOMAS ROSEN
Rosendalsterassen 9
115 21 Stockholm
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Attorney-in-fact

                                      -13-
<PAGE>

                                              LEDSTIERNAN KAPITALFORVALTNING
                                              AB
Address:
Birger Jarlsgatan 14
114 34 Stockholm
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Name:  Per Lundberg:

                                              LEDSTIERNAN BUSINESS
Address:                                      DEVELOPMENT LTD
Kevingestrand 35
182 57 Danderyd
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Name:  Per Lundberg


                                      -14-
<PAGE>

Address:
Box 75215
1070AE Amsterdam
Holland                                       By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Name:  Per Lundberg

Address:                                      AB BASEN
Normasgard
139 50 Varmdo
Sweden
                                              By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Name:  Per Lundberg

Address:
9 Skeppargatan 80 2 lr
114 59 Stockholm
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                              PER LUNDBERG

Address:                                      JAKOB LUNDBERG
Hornsgatan 80
118 21 Stockholm
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      ANNA DAHLIN
Vasavagen 20
133 38 Stockholm
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      SARA LUNDBERG
Tavastgatan 48
118 24 Stockholm
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      KRISTER STROMBOM
Eknasvagen 37
132 44 Saltsjo Boo
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Attorney-in-fact


                                      -15-
<PAGE>

Address:                                      LEDSTIERNAN KB
Birger jarlsgatan 14
114 34 Stockholm
Sweden                                        By /s/ PER LUNDBERG
                                              ---------------------------------
                                                Name:  Per Lundberg

Address:
Fasanvagen 28
192 55 Sollentuna
Sweden                                        By /s/ PER JUNDIN
                                              ---------------------------------
                                              PER JUNDIN
Address:                                      PETER JUNDIN
Fasanvagen 28
192 55 Sollentuna
Sweden                                        By /s/ PER JUNDIN
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      CHRISTOPHER JUNDIN
Fasanvagen 28
192 55 Sollentuna
Sweden                                        By /s/ PER JUNDIN
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      KENT JOHANSSON
Lotsjovagen 73
174 52 Sundbyberg
Sweden                                        By /s/ PER JUNDIN
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      UNIUM AB
Lotsgatan 4
374 35 Karlshamn
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Name: Michael Wallon


                                      -16-
<PAGE>

Address:
Soldatvagen 12c
192 73 Sollentuna
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                              MICHAEL WALLON

Address:                                      THOMAS HOGLUND
Lotsgatan 4
374 35 Karlshamn
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      KAJ GELLBERG
Eriksfaltsgatan 31
214 55 Malmo
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      ORJAN SODERBERG
Kungsladugardsgatan 14b
414 69 Goteborg
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      BERTIL SODERBERG
Rogestavagen 3
139 36 Varmdo
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      LYKKE OLESEN
Granvagen 4
130 40 Djurhamn
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      KERSTIN OLESEN
Granvagen 4
130 40 Djurhamn
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact


                                      -17-
<PAGE>

Address:                                      MATS LJUNG
Venusvagen 10
132 44 Saltsjo Boo
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      ROGER CARLSSON
Rodkhakevagen 55
147 70 Grodinge
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

Address:                                      OLOF STENHAMMAR
Normasgard
139 50 Varmdo
Sweden                                        By /s/ MICHAEL WALLON
                                              ---------------------------------
                                                Attorney-in-fact

PURCHASER:                                    CELLPOINT INC.

Address:
Sofielundsvagen 4
S 191 47 Sollentuna                           By /s/ PETER HENRICSSON
Sweden                                        ---------------------------------
                                                Peter Henricsson, President

Address:                                      CELLPOINT SWEDISH HOLDINGS LTD.
Sofielundsvagen 4
S 191 47 Sollentuna
Sweden
                                              By /s/ PETER HENRICSSON
                                              ---------------------------------
                                                Peter Henricsson, President

ESCROW AGENT:                                 SALANS HERTZFELD HEILBRONN
                                              CHRISTY & VIENER
Address:
620 Fifth Avenue                              By /s/ STEVEN R. BERGER
New York, New York 10020                      ---------------------------------
United States                                   Steven R. Berger, Esq.
Attention: Steven R. Berger, Esq.               Partner

                                      -18-
<PAGE>

DEPOSITARY:                                   U.S. STOCK TRANSFER CORPORATION,
                                              as Depositary
Address:
1745 Gardena Avenue
Glendale, California                          By /s/ RICHARD BROWN
United States                                 ---------------------------------
Attention:  Mr. Richard Brown                   Richard Brown
                                                Vice President
SELLERS' AGENT:

Address:
9 Skeppargatan 80 2 lr
114 59 Stockholm                              By /s/ PER LUNDBERG
Sweden                                        ---------------------------------
                                               Per Lundberg, as Sellers' Agent

                                      -19-