M&S Trust 1. Half of the present principal ($2,250,000) and half of the outstanding interest at April 1, 2002 ($50,625) for a total of $2,275,625 will be converted to common stock of CellPoint Inc. at a price of $0.78 per share for a total of...

                                                                    EXHIBIT 4.11

                                    AGREEMENT

                                     Between

                                 CellPoint Inc.

                                       and

                                    M&S Trust

         1. Half of the present principal ($2,250,000) and half of the
outstanding interest at April 1, 2002 ($50,625) for a total of $2,275,625 will
be converted to common stock of CellPoint Inc. at a price of $0.78 per share for
a total of 2,917,468 shares.

         2. The other half of principal and interest of $2,275,625 will be
transferred into a convertible debenture, maturing at April 1, 2004. Interest
rate is 6%, compounded semi-annually and due at maturity. Conversion price is
$0.78 cents, convertible at any time in whole or in part. CellPoint can elect to
buy back the convertible notes at any time in whole or in part.

         3. This agreement is subject to a complete finalization of the
Company's debt negotiations and completion of financing necessary to address
current needs without resort to bankruptcy.

         4. CellPoint will provide its standard Convertible Debenture under
point 2 above as soon as possible after the conditions in point 3 are met.

Confirmed and Agreed this 13th day of March, 2002.

CELLPOINT INC.

By:  /s/ XXXXX XXXXXXXXXX
   ---------------------------

M&S TRUST

By:  /s/ X. X. X'XXXXXXXX
   ---------------------------