EXHIBIT 10.5

                           STOCK RESTRICTION AGREEMENT


         AGREEMENT made this 1st day of December,  1997, between Saville Systems
PLC, (the "Company"), and John J. Boyle, III (the "Director").

         For  valuable  consideration,  receipt  of which is  acknowledged,  the
parties hereto agree as follows:

1 Purchase of Shares. The Company shall issue and sell to the Director,  and the
Director  shall  purchase from the Company,  subject to the terms and conditions
set forth in this  Agreement,  30,000  Ordinary  Shares (the  "Shares")  $0.0025
nominal value per share, of the Company ("Ordinary Shares"), at a purchase price
of $0.0025 per share. The aggregate  purchase price for the Shares shall be paid
by the  Director  by check  payable  to the order of the  Company  or such other
method as may be  acceptable  to the  Company.  Upon  receipt  of payment by the
Company for the  Shares,  the Company  shall issue to the  Director  one or more
certificates in the name of the Director for that number of Shares  purchased by
the  Director.  The  Director  agrees  that the  Shares  shall be subject to the
Purchase Option set forth in Section 2 of this Agreement and the restrictions on
transfer set forth in Section 4 of this Agreement.

2 Capital Contribution Obligation.

(a) In the event that the Director  ceases to serve as a director of the Company
for any reason or no reason, with or without cause, prior to August 1, 2002, the
Director shall,  immediately upon ceasing to so serve, contribute to the capital
of the Company for no additional  consideration  that number of the Shares as is
set forth in the second column of the table set forth below  opposite the period
in which the Director ceases to be a director.

If Cessation of Employment                    Percentage of Shares
Occurs:                                       Subject to Purchase Option

Before August 1, 1998                         30,000
On or after August 1, 1998                    24,000
  but before August 1, 1999
On or after August 1, 1999                    18,000
  but before August 1, 2000
On or after August 1, 2000                    12,000
  but before August 1, 2001
On or after August 1, 2001                    6,000
  but before August 1, 2002
On or after August 1, 2002                    - 0 -


(b) In the event that the Director  ceases to serve as a director the Company by
reason of death or  disability,  the number of the Shares  then  required  to be
contributed  pursuant to Section  2(a) above  shall be reduced by fifty  percent
(50%). For this purpose,  "disability" shall mean the inability of the Director,
due to a medical  reason,  to carry out his duties as a director  of the Company
for a period of six consecutive months.

(c) For  purposes of this  Agreement,  the Company  shall  include  serving as a
director of a parent or subsidiary of the Company.

3 Restrictions on Transfer.

(a) Except as otherwise  provided in subsection  (b) below,  the Director  shall
not, during the period of time from the date of this Agreement through August 1,
2002, sell, assign,  transfer,  pledge,  hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively  "transfer"),  any of the Shares, or
any interest therein,  unless and until such Shares are no longer subject to the
capital contribution requirement set forth in Section 2 above.

(b)  Notwithstanding  the foregoing,  the Director may transfer Shares to or for
the benefit of any spouse, child or grandchild, or to a trust for their benefit,
provided  that such Shares shall  remain  subject to this  Agreement  (including
without  limitation the restrictions on transfer set forth in this Section 4 and
the  capital  contribution  requirement  set forth in  Section 2 above) and such
permitted  transferee  shall,  as a condition to such  transfer,  deliver to the
Company a written  instrument  confirming that such transferee shall be bound by
all of the terms and conditions of this Agreement.

4 Effect of  Prohibited  Transfer.  The  Company  shall not be  required  (a) to
transfer  on its  books  any  of the  Shares  which  shall  have  been  sold  or
transferred in violation of any of the  provisions set forth in this  Agreement,
or (b) to treat as owner of such Shares or to pay dividends to any transferee to
whom any such Shares shall have been so sold or transferred.

5 Restrictive  Legend. All certificates  representing  Shares shall have affixed
thereto a legend in  substantially  the following form, in addition to any other
legends that may be required under federal or state securities laws:

"The shares of stock represented by this certificate are subject to restrictions
on transfer and an option to purchase set forth in a certain  Stock  Restriction
Agreement  between the corporation and the registered  owner of these shares (or
his  predecessor  in interest),  and such  Agreement is available for inspection
without charge at the office of the Secretary of the corporation."

6 Investment Representations. The Director represents, warrants and covenants as
follows:

(a) The  Director is  purchasing  the Shares for his own account for  investment
only, and not with a view to, or for sale in connection  with, any  distribution
of the Shares in violation of the Securities Act of 1933 (the "Securities Act"),
or any rule or regulation under the Securities Act.

(b) The Director has had such  opportunity  as he has deemed  adequate to obtain
from  representatives  of the Company such information as is necessary to permit
him to evaluate the merits and risks of his investment in the Company.

(c) The Director has sufficient experience in business, financial and investment
matters to be able to evaluate the risks  involved in the purchase of the Shares
and to make an informed investment decision with respect to such purchase.

(d) The  Director  can afford a complete  loss of the value of the Shares and is
able to bear the economic risk of holding such Shares for an indefinite period.

(e) The Director  understands that (i) the Shares have not been registered under
the Securities Act and are  "restricted  securities"  within the meaning of Rule
144 under the  Securities  Act, (ii) the Shares cannot be sold,  transferred  or
otherwise  disposed  of  unless  they  are  subsequently  registered  under  the
Securities Act or an exemption from registration is then available; (iii) in any
event, the exemption from registration  under Rule 144 will not be available for
at least  one year and even then will not be  available  unless a public  market
then exists for the Ordinary Shares, adequate information concerning the Company
is then available to the public,  and other terms and conditions of Rule 144 are
complied with; and (iv) there is now no registration  statement on file with the
Securities and Exchange  Commission with respect to any stock of the Company and
the Company has no obligation or current  intention to register the Shares under
the Securities Act.

(f) A  legend  substantially  in  the  following  form  will  be  placed  on the
certificate representing the Shares:

"The shares  represented by this  certificate have not been registered under the
Securities  Act of  1933,  as  amended,  and may  not be  sold,  transferred  or
otherwise  disposed of in the  absence of an  effective  registration  statement
under such Act or an opinion of counsel  satisfactory  to the corporation to the
effect that such registration is not required."

7 Adjustments for Share Splits, Share Dividends, etc.

(a) If from time to time  during the term of this  Agreement  there is any share
split-up,  share dividend,  stock distribution or other  reclassification of the
Ordinary  Shares of the  Company,  any and all new,  substituted  or  additional
securities  to which the Director is entitled by reason of his  ownership of the
Shares shall be immediately subject to the capital contribution requirements set
forth in Section 2 above,  the  restrictions on transfer and other provisions of
this Agreement in the same manner and to the same extent as the Shares.

(b) If the Shares are converted  into or exchanged for, or  shareholders  of the
Company receive by reason of any  distribution in total or partial  liquidation,
securities of another corporation,  or other property (including cash), pursuant
to any merger of the Company or  acquisition  of its assets,  then the rights of
the Company  under this  Agreement  shall inure to the benefit of the  Company's
successor and this  Agreement  shall apply to the  securities or other  property
received upon such  conversion,  exchange or distribution in the same manner and
to the same extent as the Shares.

8 Withholding Taxes.

(a) The  Director  acknowledges  and agrees  that the  Company  has the right to
deduct from  payments of any kind  otherwise  due to the  Director  any federal,
state or local taxes of any kind  required by law to be withheld with respect to
the purchase of the Shares by the Director.

(b) If the Director  elects,  in accordance  with Section 83 (b) of the Internal
Revenue Code of 1986, as amended,  to recognize  ordinary  income in the year of
acquisition of the Shares, the Company will require at the time of such election
an additional  payment for withholding tax purposes based on the difference,  if
any,  between the  purchase  price for such Shares and the fair market  value of
such Shares as of the day immediately preceding the date of the purchase of such
Shares by the Director.

9  Severability.  The  invalidity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, and each other provision of this Agreement shall be severable
and enforceable to the extent permitted by law.

10 Waiver.  Any  provision  contained in this  Agreement  may be waived,  either
generally  or in any  particular  instance,  by the  Board of  Directors  of the
Company.

11 Binding Effect. This Agreement shall be binding upon and inure to the benefit
of  the  Company  and  the  Director  and  their  respective  heirs,  executors,
administrators,  legal representatives,  successors and assigns,  subject to the
restrictions on transfer set forth in Section 4 of this Agreement.

12 No  Rights  To  Employment.  Nothing  contained  in this  Agreement  shall be
construed as giving the Director any right to be retained,  in any position,  as
an employee of the Company.

13 Notice.  All notices required or permitted  hereunder shall be in writing and
deemed  effectively  given upon personal  delivery or upon deposit in the United
States Post Office, by registered or certified mail, postage prepaid,  addressed
to the other party  hereto at the address  shown  beneath his or its  respective
signature  to this  Agreement,  or at such other  address or addresses as either
party shall designate to the other in accordance with this Section 14.

14  Pronouns.  Whenever  the  context may  require,  any  pronouns  used in this
Agreement shall include the corresponding  masculine,  feminine or neuter forms,
and the singular form of nouns and pronouns  shall include the plural,  and vice
versa.

15 Entire Agreement. This Agreement constitutes the entire agreement between the
parties, and supersedes all prior agreements and understandings, relating to the
subject matter of this Agreement.

16  Amendment.  This  Agreement  may be  amended or  modified  only by a written
instrument executed by both the Company and the Director.

17 Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Delaware.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                         SAVILLE SYSTEMS PLC


                                         By: /s/ Bruce A. Saville
/s/ John J. Boyle, III                   Bruce A. Saville, Chairman of
John J. Boyle, III                       the Board of Directors