<PAGE>
                                                                     EXHIBIT 4.2

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
(1) REGISTRATION IN COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS OR (2) AN
OPINION OF COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.


                                     WARRANT
         For the Purchase of Common Stock, Par Value $0.001 per Share,
                               of CellPoint Inc.

              Void After 5 P.M., Chicago time, on October 29, 2002

Date of Issuance:  October 29, 1999                                Warrant ___

                  For value received, CellPoint Inc., a Nevada corporation (the
"Corporation") hereby grants to Madison Securities, Inc., a Delaware corporation
(the "Agent"), or registered assigns, subject to the terms and conditions
hereinafter set forth, on or after October 29, 2000 and at any time prior to
5:00 P.M., Chicago time, on October 29, 2002, but not thereafter, the right to
purchase from the Corporation 112,500 shares (the "Shares") of Common Stock, par
value $0.001 per share (the "Common Stock") of the Corporation upon payment to
the Corporation of $8.89 per share (the "Exercise Price") if and to the extent
this Warrant is exercised, in whole or in part, during the period this Warrant
remains in force, subject in all cases to adjustment as provided in the
following sentence and in Article II hereof, and to deliver a certificate or
certificates representing the Shares so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the Exercise Price
of each Share purchased.

                                     ARTICLE
                                       I.
                              TERMS OF THE WARRANT

                  A.     Subject to the provisions of Sections I.E. and III.A.
hereof, this Warrant may be exercised at any time and from time to time after
October 29, 2000 (the "Exercise Commencement Date"), but no later than 5:00
P.M., Chicago time, October 29, 2002 (the "Expiration Time"). If this Warrant is
not exercised on or before the Expiration Time it shall become void, and all
rights hereunder shall thereupon cease.

                  B.     1.   The holder of this Warrant (the "Holder") may
          exercise this Warrant, in whole or in part, upon surrender of this
          Warrant and a notice of exercise in the form attached hereto as
          Exhibit A (the "Notice of Exercise") duly executed, completed and
          delivered to the Corporation at its corporate office. Promptly upon
          receipt of this Warrant and the Notice of Exercise and the payment of
          the Exercise Price in accordance with terms set forth below, and in no
          event later than ten (10) days thereafter, the Corporation shall issue
          and deliver to the Holder or its nominee certificates for the total
          number of whole Shares for which this Warrant is being exercised in
          such denominations as are required for delivery to the Holder and
          shall execute the Notice of Exercise indicating the number of Shares
          which remain subject to future purchases if any.


<PAGE>

         The Exercise Price may be paid at the Holder's election either (i) by
cash or check, or (ii) by surrender of this Warrant ("Net Issuance") as
determined below. If the Holder elects the Net Issuance method, the Corporation
will issue Common Stock to the Holder (without any further payment) in
accordance with the following formula:

<TABLE>
<CAPTION>
         <S>               <C>      <C>     <C>
                           X        =       Y(A-B)
                                            ------
                                               A

         Where:            X        =       the number of shares of Common Stock to be issued to the
                                            Holder

                           Y        =       the number of shares of Common Stock then requested to
                                            be issued under this Warrant.

                           A        =       the fair market value (per share) of the Common Stock of the
                                            Corporation as of the date of the Notice of Exercise.

                           B        =       the Exercise Price as of the date of the Notice of Exercise.
</TABLE>

         As used herein, current fair market value of Common Stock shall mean
with respect to each share of Common Stock:

         (i)      if traded on a securities exchange, the fair market value
                  shall be deemed to be the average of the closing prices over a
                  twenty-one (21) day period ending three days before the date
                  of the Notice of Exercise; or

         (ii)     if actively traded over-the-counter, the fair market value
                  shall be deemed to be the average of the closing bid and asked
                  prices quoted on the National Association of Securities
                  Dealers Automated Quotation System (the "NASDAQ System") (or
                  similar system) over the twenty-one (21) day period ending
                  three days before the date of the Notice of Exercise;

         (iii)    if at any time the Common Stock is not listed on any
                  securities exchange or quoted on the NASDAQ System or similar
                  system, the current fair market value of Common Stock shall be
                  the highest price per share which the Corporation could obtain
                  from a willing buyer (not a current employee or director) for
                  shares of Common Stock sold by the Corporation, from
                  authorized but unissued shares, as determined in good faith
                  by its Board of Directors, or if requested by the Holder and,
                  at the Holder's expense, by an independent third-party
                  investment bank or other professional designated by the
                  Corporation and satisfactory to the Holder or, in the absence
                  of a mutually agreeable investment bank or other professional,
                  by the average of the fair market value of Common Stock shall
                  be deemed to be the value received by the holders of the
                  Corporation's Common Stock pursuant to such merger or
                  acquisitions.

         Upon partial exercise by either cash or Net Issuance, the Corporation
         shall promptly issue to the Holder an amended warrant representing the
         remaining number of shares purchasable hereunder. All other terms and
         conditions of such amended warrant shall be identical to those
         contained herein, including, but not limited to the Effective Date
         hereof.
                                    2.      In case the Holder shall exercise
          this Warrant with respect to less than all of the shares that may be
          purchased under this Warrant, the Corporation shall execute a new
          Warrant identical to the terms and conditions contained in the
          original Warrant for the balance of the Shares that may be purchased
          upon exercise of this Warrant and deliver such new Warrant to the
          Holder.


                                       2
<PAGE>

                                    3.      The Corporation shall not be
          required to pay any income tax, transfer tax or other governmental
          charge which may be payable in respect of the issue and of this
          Warrant or the issue of any Shares upon the exercise of this Warrant
          or in respect of any transfer involved in the issuance or delivery of
          this Warrant or of the Shares in a name other than that of the Holder
          at the time of surrender. Until the payment of any such transfer tax
          as may be required, the Corporation shall not be required to issue
          such Shares.

                           C.       This Warrant may be split-up, combined or
          exchanged for another Warrant or Warrants of like tenor to purchase a
          like aggregate number of Shares. If the Holder desires to split-up,
          combine or exchange this Warrant, it shall make such request in
          writing delivered to the Corporation at its corporate office and shall
          surrender this Warrant and any other Warrants to be so split-up,
          combined or exchanged at said office. Upon any such surrender for a
          split-up, combination or exchange, the Corporation shall execute and
          deliver to the person entitled thereto a Warrant or Warrants, as the
          case may be, as so requested. The Corporation shall not be required to
          effect any split-up, combination or exchange which will result in the
          issuance of a Warrant entitling the Holder to purchase upon exercise a
          fraction of a Share. The Corporation may require the Holder to pay a
          sum sufficient to cover any tax or governmental charge that may be
          imposed in connection with any split-up, combination or exchange of
          Warrants.

                           D.       This Warrant may not be transferred for a
          period of one year after the issue date hereof except to partners or
          officers of the Holder. Prior to due presentment for registration of
          transfer of this Warrant, the Corporation may deem and treat the
          Holder as the absolute owner of this Warrant (notwithstanding any
          notation of ownership or other writing hereon) for the purpose of any
          exercise hereof and for all other purposes, and the Corporation shall
          not be affected by any notice to the contrary.

                           E.       Any assignment permitted hereunder shall be
          made by surrender of this Warrant to the Corporation at its principal
          office with the form of assignment attached hereto as Exhibit B
          ("Assignment") duly executed and funds sufficient to pay any transfer
          tax. In such event, the Corporation shall, without charge, execute and
          deliver a new Warrant in the name of the assignee named in the
          Assignment and this Warrant shall promptly be canceled. This Warrant
          may be divided or combined with other Warrants which carry the same
          rights upon presentation thereof at the corporate office of the
          Corporation together with a written notice signed by the Holder,
          specifying the names and denominations in which such new Warrants are
          to be issued.

                           F.       Nothing contained in this Warrant shall be
          construed as conferring upon the Holder the right to vote or to
          consent or to receive notice as a stockholder in respect of any
          meetings of stockholders for the election of directors or any other
          matter, or as having any rights whatsoever as a stockholder of the
          Corporation. If, however, at any time prior to the expiration of this
          Warrant and prior to its exercise, any of the following shall occur:


                                    1.      the Corporation shall take a record
          of the holders of its shares of Common Stock for the purpose of
          entitling them to receive a dividend or distribution payable otherwise
          than in cash, or a cash dividend or distribution payable otherwise
          than out of current or retained earnings, as indicated by the
          accounting treatment of such dividend or distribution on the books of
          the Corporation; or

                                    2.      the Corporation shall offer to the
          holders of its Common Stock any additional shares of capital stock of
          the Corporation or securities convertible into or exchangeable for
          shares of capital stock of the Corporation, or any option, right or
          warrant to subscribe therefore; or

                                    3.      there shall be proposed any capital
          reorganization or reclassification of the Common Stock, or a sale of
          all or substantially all of the assets of the Corporation, or a
          consolidation or merger of the Corporation with another entity; or

                                       3
<PAGE>

                                    4.      there shall be proposed a voluntary
          or involuntary dissolution, liquidation or winding up of the
          Corporation;

then, in any one or more of said cases, the Corporation shall cause to be mailed
to the Holders, at the earliest practicable time (and, in any event, not less
than thirty (30) days before any record date or other date set for definitive
action), written notice of the date on which the books of the Corporation shall
close or a record shall be taken to determine the stockholders entitled to such
dividend, distribution, convertible or exchangeable securities or subscription
rights, or entitled to vote on such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up, as the case may
be. Such notice shall also set forth such facts as shall indicate the effect of
such action (to the extent such effect may be known at the date of such notice)
on the Exercise Price and the kind and amount of the Common Stock and other
securities and property deliverable upon exercise of this Warrant.

Such notice shall also specify the date as of which the holders of the Common
Stock of record shall participate in said distribution or subscription rights or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up, as the case may
be (on which date, in the event of voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the right to exercise this Warrant
shall terminate).

         Without limiting the obligation of the Corporation to provide notice to
the holder of actions hereunder, it is agreed that failure of the Corporation to
give notice shall not invalidate such action of the Corporation.

                  G.     If this Warrant is lost, stolen, mutilated or
destroyed, the Corporation shall, on such reasonable terms as to indemnity or
otherwise as it may impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and
tenor as, and in substitution for, this Warrant, which shall thereupon become
void. Any such new Warrant shall constitute an additional contractual obligation
of the Corporation, whether or not the Warrant so lost, stolen destroyed or
mutilated shall be at any time enforceable by anyone.

                  H.     1.   The Corporation covenants and agrees that at all
times it shall reserve and keep available for the exercise of this Warrant such
number of authorized Shares as are sufficient to permit the exercise in full of
this Warrant.

                         2.   Prior to the issuance of any Shares upon exercise
of this Warrant, the Corporation shall secure the listing of such Shares upon
any securities exchange or automated quotation system upon which the shares of
the Corporation's Common Stock are listed for trading.

                         3.   The Corporation covenants that all Shares when
issued upon the exercise of this Warrant will be validly issued, fully paid,
non-assessable and free of preemptive rights.













                                       4
<PAGE>

                                     ARTICLE
                                       II.
                          ADJUSTMENT OF EXERCISE PRICE
                 AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE

                  A.     In case the Corporation shall, while this Warrant
remains unexercised, in whole or in part, and in force, effect a
recapitalization of such character that the Shares purchasable hereunder shall
be changed into or become exchangeable for a larger or smaller number of shares,
then, after the date of record for effecting such recapitalization, the number
of Shares of Common Stock which the Holder hereof shall be entitled to purchase
hereunder shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number of shares of Common Stock
by reason such recapitalization, and of the Exercise Price, per share, whether
or not in effect immediately prior to the time of such recapitalization, of such
recapitalized Common Stock shall in the case of an increase in the number of
such Shares be proportionately reduced, and in the case of a decrease in the
number of such Shares shall be proportionately increased. For the purposes of
this Section II.A., a stock dividend, stock split-up or reverse split shall be
considered as a recapitalization and as an exchange for a larger or smaller
number of shares, as the case may be.

                  B.     In case of any consolidation of the Corporation with,
or merger of the Corporation into, any other corporation, or in case of any sale
or conveyance of all or substantially all of the assets of the Corporation other
than in connection with a plan of complete liquidation of the Corporation, then,
as a condition of such consolidation, merger or sale or conveyance, adequate
provision shall be made whereby the Holder shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in this Warrant and in lieu of Shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby,
such shares of stock or securities as may be issued in connection with such
consolidation, merger or sale or conveyance, with respect to the rights and
interests of the Holder of this Warrant to the end that the provisions hereof
shall be applicable as nearly as may be in relation to any shares of stock or
securities thereafter deliverable upon the exercise hereof.

                  C.     Subject to the provisions of D. below, in the case the
Corporation shall, while this Warrant remains unexercised, in whole or in part,
and in force, declare to make any distribution of its assets to holders of
Common Stock as a partial liquidating dividend, by way of return of capital or
otherwise, then, after the date of record for determining stockholders entitled
to such distribution, but prior to the date of distribution, the Holder shall be
entitled upon exercise of this Warrant and purchase of any or all of the Shares
of Common Stock subject hereto, to receive the amount of such assets (or, at the
option of the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
the Holder had it been the holder of such Shares of Common Stock on the record
date for the determination of stockholders entitled to such distribution.

                  D.     Except as other provided in Section II.B. above, in the
case of any sale or conveyance of all or substantially all of the assets of the
Corporation in connection with a plan of complete liquidation of the
Corporation, in the case of the dissolution, liquidation of the Corporation, in
the case of the dissolution, liquidation or winding-up of the Corporation, all
rights under this Warrant shall terminate on a date fixed by the Corporation,
such date so fixed to be not earlier than the date of the commencement of the
proceedings for such dissolution, liquidation or winding-up and not later than
thirty (30) days after such commencement date. Notice of such termination of
purchase rights shall be given to the Holder at least thirty (30) prior to such
termination date.






                                       5
<PAGE>

                  E.     Any adjustment pursuant to the provisions of this
Article II shall be made on the basis of the number of Shares of Common Stock
which the Holder would have been entitled to acquire by exercise of this Warrant
immediately prior to the event giving rise to such adjustment and, as to the
Exercise Price per share in effect immediately prior to the rise to such
adjustment. Whenever any such adjustment is required to be made, the Corporation
shall forthwith determine the new number of Shares of Common Stock which the
Holder hereof shall be entitled to purchase hereunder and/or such new Exercise
Price per share and shall prepare, retain on file and transmit to the Holder
within ten (10) days after such preparation a statement describing in reasonable
detail the method used in calculating such adjustment.

                  F.     Anything contained herein to the contrary
notwithstanding, the Corporation shall not be required to issue any fraction of
a Share in connection with the exercise of this Warrant, and in any case where
the Holder would, except for the provisions of this Section II.F., be entitled
under the terms of this Warrant to receive a fraction of a Share upon such
exercise, the Corporation shall upon the exercise and receipt of the Exercise
Price, issue the largest number of whole Shares purchasable upon exercise of
this Warrant. The Corporation shall not be required to make any cash or other
adjustment in respect of such fraction of a Share to which the Holder would
otherwise be entitled. The Holder, by the acceptance of this Warrant, expressly
waives its right to receive a certificate for any fraction of a Share upon
exercise hereof.

                  G.     The form of Warrant need not be changed because of any
change pursuant to this Article II in the Exercise Price or in the number of
Shares of Common Stock purchasable upon the exercise of a Warrant, and Warrants
issued after such change may state the same Exercise Price and the same number
of shares of Common Stock as are stated in the Warrants initially issued
pursuant to the Agreement.

                                    ARTICLE
                                      III.
                 REGISTRATION UNDER THE SECURITIES ACT OF 1933


                  A.     The corporation agrees and undertakes, during the five
(5) year period commencing on the Exercise Commencement Date and ending on the
Expiration Time, that if the Corporation shall seek to register an offering of
its securities, each holder of this Warrant shall be notified and shall be
entitled to elect to have included in such proposed registration, without cost
or expense, any or all of the Shares Underlying the Warrants ("Underlying
Shares") (the "Piggy-Back Rights"). In the event of such a proposed
registration, the Corporation shall furnish the holders of the Warrants or the
Underlying Shares with no less than thirty (30) days written notice prior to the
proposed filing of a registration statement. Such notice shall continue to be
given by the Corporation to such warrant holders for each proposed registration
by the Corporation until such time as all of the Underlying Shares have been
registered. Such holders shall exercise these Piggy-Back Rights by giving
written notice within twenty (20) days of the receipt of the Corporation's
notice of intention to file a registration statement.

                  B.     If the managing Underwriter gives the Corporation and
holders of Warrants, or the Underlying Shares which are being registered
("Registrable Securities") a written opinion that the number of Registrable
Securities requested to be included exceeds the number of securities that can be
sold on terms reasonably acceptable to the Corporation, the Company will include
in the registration only the number of Registrable Securities that the
underwriters believe can be sold on such terms. The Registrable Securities
included in the registration shall be allocated pro rata among the holders of
Registrable Securities on the basis of the total number of Registrable
Securities requested to be included in the registration.






                                       6
<PAGE>

                  C.     The Corporation agrees to defend, indemnify and hold
the Holder, its officers, directors, partners, employees, agents, legal
representatives, successors and assigns (collectively the "Holder Group")
harmless from and against any and all loss, liability, charge, claim, damage,
cost and expense whatsoever, including, without limitation, reasonable
attorneys' fees (collectively "Claims"), incurred or sustained by the Holder
Group, or any of them, in connection with (i) any untrue statement of a material
fact contained (a) in any registration statement, preliminary prospectus or
final prospectus and each amendment and supplement thereto (including all
Exhibits) relating to the registration or sale of this Warrant or any of the
Shares of Common Stock issuable upon exercise of this Warrant, or (b) in any
application, document or other communication executed by or on behalf of the
Corporation in order to register or qualify this Warrant or any of the Shares of
Common Stock issuable upon the exercise of this Warrant under any state's blue
sky laws, PROVIDED, HOWEVER, that the foregoing indemnity shall not apply to any
such statement made by the Company in reliance upon information provided to the
Company be in writing by any member of the Holder Group, or (ii) any breach of
any representation, warranty, covenant or agreement of the Corporation contained
in this Warrant.

                  D.     If any indemnity is sought against the Corporation
pursuant to this Article III, the indemnified party or parties shall promptly
notify the Corporation in writing of the assertion of such Claim, and promptly
furnish the Corporation with all relevant information and copies of all
pertinent documents relating to the Claim in the indemnified party's possession
or control. The failure of the indemnified party to give notice of the claim
will not affect the indemnified party's right to indemnification hereunder,
except if, and only to the extent that, the Corporation's defense of such Claim
is actually prejudiced by reason of such failure to give such timely notice. The
Corporation will undertake and continuously defend such Claim with counsel of
reputable standing, and the indemnified party may participate in such defense by
counsel of its own choosing and its own expense. The Corporation may effect
settlement of a Claim on such terms and conditions as it shall determine,
provided that, at such time the Corporation acknowledges and reaffirms to the
indemnified party its financial responsibility for the Claim and the settlement
thereof. If the indemnified party shall be required to pay any amount with
respect to said Claim, such amount shall be paid by the Corporation to the
indemnified party upon the indemnified party giving the Corporation a written
request therefor. If the Corporation does not timely undertake or continuously
defend any such Claim, then the indemnified party will have the right to employ
separate counsel in any such action and to participate in the defense thereof,
and the fees and expense of such counsel as well as all other fees and expenses
incurred by the indemnified party in connection with such defense will be the
Corporation's obligation and responsibility. Furthermore, the indemnified party
will then have the right to defend or dispose of the Claim in such manner as it
deems advisable, and for the purposes hereof, as if such defense or disposition
had been undertaken by the Corporation.


                                     ARTICLE
                                       IV.
                                  OTHER MATTERS


                  A.     All the covenants and provisions of this Warrant by or
for the benefit of the Corporation shall bind and inure to the benefit of its
successors and assigns hereunder.










                                       7
<PAGE>

                  B.     Notices or demands pursuant to this Warrant to be given
or made by the Holder to or on the Corporation shall be sufficiently given or
made if sent by certified or registered mail, return receipt requested, postage
prepaid, and addressed, until another address is designated in writing by the
Corporation, as follows:

                                 CELLPOINT INC.
                           ATTENTION: PETER HENRICCSON
                                SOFIELUNDSVAGEN 4
                                     S-19147
                               SOLLENTUNA, SWEDEN

         Notices to the Holder provided for in this Warrant shall be deemed
given or made by the Corporation if sent by certified or registered mail, return
receipt requested, postage prepaid, and addressed to the Holder at its last
known address as it shall appear on the books of the Corporation.

                  C.     The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of Illinois.

                  D.     Nothing in this Warrant expressed and nothing that may
be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the Corporation
and the Holder any right, remedy or claim under promise or agreement hereof, and
all covenants, conditions, stipulations, promises and agreements contained in
the Warrant shall be for the sole and exclusive benefit of the Corporation and
its successors and of the Holders it successors and, if permitted, its
assignees.

                  E.     The Article headings herein are for convenience only
and are not part of this Warrant and shall not affect the interpretation
thereof.

                  F.     Whenever required by context, the singular shall
include the plural, and vice versa.

                  G.     For purposes of Article III only, the Holder of this
Warrant shall continue to be entitled to the rights and shall be bound by the
obligations contained in Article III of this Warrant after the Holder exercises
this Warrant and purchases the Underlying Shares, but such rights and
obligations shall not inure to the benefit of any transferee of the Underlying
Shares.







                                       8
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
executed by its officers thereunto duly authorized as of the Date of Issuance.




                                       CELLPOINT INC.


                                       By:
                                          -------------------------------------
                                              Peter Henricsson, CEO




                                       MADISON SECURITIES, INC.


                                       By:
                                          -------------------------------------
                                              Wayne Gilpin, President










                                       9
<PAGE>

                                    EXHIBIT A

                                 CELLPOINT INC.

                               Notice of Exercise

              (TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
               THE RIGHT TO PURCHASE COMMON STOCK EVIDENCED BY THE
                               FOREGOING WARRANT)


CellPoint Inc.
Sofielundsvagen 4
S-19147
Sollentuna,  Sweden

Attn: Peter Henriccson

The undersigned hereby irrevocably subscribes for the purchase of ____ shares of
CellPoint Inc.'s $0.001 par value of common stock ("Common Stock"), pursuant to
and in accordance with the terms and conditions of this Warrant, and herewith

         (i)      makes payment of $ _______________ therefor; or

         (ii)     directs the Corporation to withhold from such __________
                  shares the number of shares necessary to satisfy the Exercise
                  Price based on the Net Issuance method described in Section
                  I.B.1 of this Warrant;

and requests that the certificates for the shares to be issued as requested in
this Notice of Exercise be issued in the name of and be delivered to the
undersigned at the address stated below, and, if said number of shares shall not
be all of the shares purchasable hereunder, that a new Warrant of like tenor for
the balance of the remaining shares purchasable hereunder be delivered to the
undersigned at the address stated below.

         The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such shares of Common Stock unless either
(a) a registration statement, or post-effective amendment thereto, covering such
shares of Common Stock has been filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
such sale, transfer or other disposition is accompanied by a prospectus meeting
the requirements of Section 10 of the Act forming a part of such registration
statement, or post-effective amendment thereto, which is in effect under the Act
covering the shares of Common Stock to be so sold, transferred or otherwise
disposed of, or (b) counsel to CellPoint Inc. reasonably satisfactory to the
undersigned has rendered an opinion in writing and addressed to CellPoint Inc.
that such proposed offer, sale, transfer or other disposition of the shares of
Common Stock is exempt from the provisions of Section 5 of the Act in view of
the circumstances of such proposed offer, sale, transfer or other disposition;
and (2) CellPoint Inc., may notify the transfer agent for its Common Stock that
the certificates for the Common Stock acquired by the undersigned are not to be
transferred unless the transfer agent receives advice from CellPoint Inc. that
one or both of the conditions referred to in (1)(a) and (1)(b) above have been
satisfied.


Dated:                                 Signed:
      ------------------------                -----------------------------
                                       Address:
                                               ----------------------------

                                               -----------------------------

                                               -----------------------------

                                       10
<PAGE>

                           ACKNOWLEDGEMENT OF EXERCISE


         The undersigned CellPoint Inc., (the "Corporation"), hereby
acknowledges receipt of the "Notice of Exercise" from
_____________________________________ to purchase ______ shares of the Common
Stock of the Corporation, pursuant to the terms of the Warrant, and further
acknowledges that _______ shares remain subject to purchase under the terms of
the Warrant.




                                       CELLPOINT INC.



                                       By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------

                                       Date:
                                            -----------------------------------









                                       11
<PAGE>

                                    EXHIBIT B

                                 CELLPOINT INC.

                                   Assignment

(TO BE EXECUTED BY THE REGISTERED HOLDER TO EFFECT A TRANSFER OF THE FOREGOING
WARRANT)

         FOR VALUE RECEIVED, Madison Securities, Inc. hereby sells, assigns and
transfers unto ___________________________ the within Warrant and the rights
represented thereby, and does hereby irrevocably constitute and appoint
_______________________ - Attorney, to transfer said Warrant on the books of the
Corporation, with full power of substitution.

Dated:                               Signed:
      --------------------------            -------------------------------

Signature guaranteed:


-----------------------------



-----------------------------           ---------------------------------------






                                       12