<PAGE>
EXHIBIT 10.16
[CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934. OMITTED PORTIONS: SECTIONS 1.1 (IN PART), 2.2 (IN PART), 3.2 (IN PART),
3.3 (IN PART), 3.4 (IN PART), 4.1 (IN PART), 4.7(a) (IN PART), 4.8, 5.4 (IN
PART), 6.1 (IN PART), 7.1(a) (IN PART), 7.1(b) (IN PART), 7.2 (IN PART), 7.4 (IN
PART), 9.1 (IN PART), 9.3(a) (IN PART), 9.3(b) (IN PART) AND 10.2(d). OMITTED
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]
THIS AGREEMENT is made on 4 May 2000
BETWEEN:
(1) YAHOO! SVERIGE AB a company incorporated in Sweden under registration
number 556542-8090, with registered office at Kopmangatan 15, BV, S-111 31
Stockholm (Yahoo!)
(2) CELLPOINT SYSTEMS AB a company incorporated in Sweden, with registered
office at Sofielundsvagen, 4 SE-191 47 Sollentuna (CellPoint)
BACKGROUND:
(A) CellPoint has developed a product called "CellPoint Finder" which permits
the location of a device to be communicated to another device.
(B) CellPoint and Yahoo! wish jointly to promote and sell this product,
leveraging the Yahoo! name, on the terms and subject to the conditions of
this Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
<TABLE>
<S> <C>
"BRAND" "Find a Friend" and all translations and representations
thereof and all words or phrases having substantially the
same meaning in any language and all devices, designs, logos
and the like representing the same;
"TELCO AGREEMENT" An agreement between Yahoo! and a Telco substantially in the
terms set out in Schedule 2;
"TECHNOLOGY LICENCE" The agreement for the licence of the Technology between the
Telco and CellPoint substantially in the terms set out in
Schedule 3;
"INTEGRATION SERVICE" The service to be provided by CellPoint and as may be
specified pursuant to Clause 4;
"INTELLECTUAL PROPERTY All registered or unregistered legal and beneficial
RIGHTS" intellectual and industrial property rights (including,
without limitation, copyright and related rights, database
right, patents, trade and service marks and names and trade
secret rights) throughout the world no matter what such
rights may be known as in any particular country in the
world;
"SERVICE" CellPoint Finder, a service based on the Technology that
enables users of mobile telephones and other mobile
information devices to find the current location of
specified other users;
"TECHNOLOGY" The CellPoint Finder software as described in Schedule 1 and
all developments and enhancements made thereto during the
term of this Agreement;
"TELCO" Any operator or provider of mobile telephony services;
</TABLE>
<PAGE>
<TABLE>
<S> <C>
"TERRITORY" [Omitted based upon a request for confidential treatment
pursuant to Rule 24B-2 under the Securities Exchange Act of
1934. The omitted portion has been filed separately with the
Securities and Exchange Commission.]
"USER" Any person using or being located by means of the Service;
"USER DATA" All information relating to a User, including without
limitation:
- Identity and registration details
- usage of the Service and the relevant telecommunications
system
- the Telco or other service provider used by the User.
</TABLE>
2. CO-OPERATION
2.1 The parties agree to co-operate for the duration of this Agreement in
accordance with this Agreement.
2.2 Yahoo! shall [Omitted based upon a request for confidential treatment
pursuant to Rule 24B-2 under the Securities Exchange Act of 1934. The
omitted portion has been filed separately with the Securities and Exchange
Commission.] to market the Service to Telcos in the Territory and will
consult with CellPoint where changes to the Service are required by a
Telco.
2.3 This Agreement shall apply in the Territory only.
3. PROVISION OF SERVICE
3.1 Yahoo! shall not be restricted from promoting products or services similar
to the Service in the Territory itself or with third parties.
3.2 CellPoint shall [Omitted based upon a request for confidential treatment
pursuant to Rule 24B-2 under the Securities Exchange Act of 1934. The
omitted portion has been filed separately with the Securities and Exchange
Commission.] to procure that any Telco which is interested in using the
Service in any context does so under a Telco Agreement and using the Yahoo!
name and the Brand as described in Clause 5.1. If any Telco requires that
it be permitted to co-brand the Service, Yahoo! shall be entitled to decide
whether to permit such co-branding.
3.3 Should any Telco wish to use the Service but decline to use the Yahoo! name
or the Brand, CellPoint [Omitted based upon a request for confidential
treatment pursuant to Rule 24B-2 under the Securities Exchange Act of 1934.
The omitted portion has been filed separately with the Securities and
Exchange Commission.]. Notwithstanding the previous sentence, CellPoint
shall not [Omitted based upon a request for confidential treatment pursuant
to Rule 24B-2 under the Securities Exchange Act of 1934. The omitted
portion has been filed separately with the Securities and Exchange
Commission.]
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted portion
has been filed separately with the Securities and Exchange Commission.]
3.4 If Yahoo! has not executed [Omitted based upon a request for confidential
treatment pursuant to Rule 24B-2 under the Securities Exchange Act of 1934.
The omitted portion has been filed separately with the Securities and
Exchange Commission.] Telco Agreements for the Service by the end of the
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted portion
has been filed separately with the Securities and Exchange Commission.]
starting from the date of this Agreement, or if Yahoo!
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<PAGE>
has not executed [Omitted based upon a request for confidential treatment
pursuant to Rule 24B-2 under the Securities Exchange Act of 1934. The
omitted portion has been filed separately with the Securities and Exchange
Commission.] Telco Agreement for the Service by the end of the [Omitted
based upon a request for confidential treatment pursuant to Rule 24B-2
under the Securities Exchange Act of 1934. The omitted portion has been
filed separately with the Securities and Exchange Commission.], the parties
shall [Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted portion
has been filed separately with the Securities and Exchange Commission.]
CellPoint to [Omitted based upon a request for confidential treatment
pursuant to Rule 24B-2 under the Securities Exchange Act of 1934. The
omitted portion has been filed separately with the Securities and Exchange
Commission.] and/or [Omitted based upon a request for confidential
treatment pursuant to Rule 24B-2 under the Securities Exchange Act of 1934.
The omitted portion has been filed separately with the Securities and
Exchange Commission.] by CellPoint under the Technology Licenses.
4. THE TELCO AGREEMENT/TECHNOLOGY LICENSE/TERMS OF SERVICE
4.1 CellPoint hereby irrevocably appoints Yahoo! its exclusive agent for the
purposes of entering into the Technology Licence for Yahoo! Find A Friend
with the relevant Telco. Such appointment shall be for the duration of this
Agreement. The exclusivity is without prejudice to CellPoint [Omitted based
upon a request for confidential treatment pursuant to Rule 24B-2 under the
Securities Exchange Act of 1934. The omitted portion has been filed
separately with the Securities and Exchange Commission.].
4.2 CellPoint undertakes to comply with each Technology Licence entered into
pursuant to this Agreement. Yahoo! will not vary the Technology Licence or
the technical specifications of the Service without the prior consent of
CellPoint (not to be unreasonably withheld or delayed).
4.3 Without prejudice to the generality of Clause 4.2, CellPoint warrants,
represents and undertakes to Yahoo! (which enters into this Agreement in
reliance thereon) as continuing warranties, representations and
undertakings that:
(a) the marketing, sale, provision, license or use of the Service and the
Technology shall not infringe the Intellectual Property Rights or other
rights of any person;
(b) the Technology and the Service shall in all material respects perform
in accordance with:
(i) the technical specifications set out in Schedule 1; and
(ii) all performance statements made in any promotional literature
approved by CellPoint;
(c) CellPoint has not entered into any commercial agreement with a Telco
for the provision of the Technology or the Service in the Territory.
4.4 Yahoo represents and warrants that the Yahoo trade mark shall not infringe
the Intellectual Property Rights or other rights of any person.
4.5 CellPoint shall perform all obligations to Telcos in relation to the
Integration Services described in the Telco Agreement. Yahoo! will liaise
with CellPoint on a case by case basis to determine the extent, scope and
cost of the Integration Services.
4.6 The Service shall be provided to Users on Yahoo! standard Terms of Service
set out in Schedule 4, as varied by Yahoo! from time to time.
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4.7 CellPoint shall indemnify Yahoo! and hold Yahoo! harmless from and against
all losses, damages, costs, claims and expenses suffered by Yahoo! arising
out of:
(a) any failure by CellPoint to comply with any Technology License;
PROVIDED, HOWEVER, that CellPoint shall not have any liability hereunder
to the extent that such failure arises out of or is caused directly and
exclusively by the [Omitted based upon a request for confidential
treatment pursuant to Rule 24B-2 under the Securities Exchange Act of
1934. The omitted portion has been filed separately with the Securities
and Exchange Commission.] Yahoo! to perform under the agreement [Omitted
based upon a request for confidential treatment pursuant to Rule 24B-2
under the Securities Exchange Act of 1934. The omitted portion has been
filed separately with the Securities and Exchange Commission.] and
Yahoo! or the failure of Yahoo! to perform hereunder; or
(b) any failure by CellPoint to comply with its obligations under Clauses
4.2, 4.3 or 4.5.
4.8 [Omitted based upon a request for confidential treatment pursuant to Rule
24B-2 under the Securities Exchange Act of 1934. The omitted portion has
been filed separately with the Securities and Exchange Commission.]
5. BRANDING
5.1 The parties agree that the Service shall be marketed and provided under the
Brand preceded by and in conjunction with the Yahoo! name (ie. Yahoo! Find
A Friend), save as provided in this Clause 5.
5.2 CellPoint acknowledges that all Intellectual Property Rights in and to the
Brand shall belong to and vest in Yahoo! and that CellPoint shall have no
rights to use the Brand or the Yahoo! name. CellPoint shall be permitted
such credit or other reference as may be agreed from time to time in
relation to the Service.
5.3 For the avoidance of doubt, CellPoint acknowledges that nothing in this
Agreement relates to any other Yahoo! property or Service including but not
limited to the Yahoo! Mobile Messenger service except as provided in
Clause 7.1(b) and CellPoint acquires no intellectual property rights in any
Yahoo! property or service nor to any development work undertaken by either
party relating to the integration of Yahoo! Find a Friend with any other
Yahoo! property or service.
5.4 For the avoidance of doubt, Yahoo! acknowledges that nothing in this
Agreement relates to any other CellPoint property or service and Yahoo!
acquires no intellectual property rights in any other CellPoint property or
service. Yahoo! acknowledges that it acquires no intellectual property
rights in [Omitted based upon a request for confidential treatment pursuant
to Rule 24B-2 under the Securities Exchange Act of 1934. The omitted
portion has been filed separately with the Securities and Exchange
Commission.] the CellPoint trademark.
5.5 If Yahoo! permits CellPoint to use any of the Yahoo! trademarks, CellPoint
shall comply with the Yahoo! trademark guidelines.
6. CHANGES TO THE TECHNOLOGY
6.1 CellPoint and Yahoo! shall co-operate during the term of this Agreement to
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted portion
has been filed separately with the Securities and Exchange Commission.].
The costs and ownership of any such development work shall be agreed by the
parties in advance. [Omitted based upon a request for confidential
treatment pursuant to Rule 24B-2 under the Securities Exchange Act of 1934.
The omitted portion has been filed separately with the Securities and
Exchange Commission.].
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<PAGE>
7. PAYMENT
7.1 In consideration for the use by Yahoo! of the Technology in promoting the
Service and the other obligations of CellPoint set out in this Agreement,
Yahoo! shall pay to CellPoint:
(a) [Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted
portion has been filed separately with the Securities and Exchange
Commission.] for use of the Technology (exclusive of VAT) as Yahoo!
receives from a Telco for the Service, and
(b) [Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted
portion has been filed separately with the Securities and Exchange
Commission.] (exclusive of VAT) paid by a Telco to Yahoo! [Omitted based
upon a request for confidential treatment pursuant to Rule 24B-2 under
the Securities Exchange Act of 1934. The omitted portion has been filed
separately with the Securities and Exchange Commission.] the same Telco.
7.2 For each Telco Agreement, Yahoo! shall [Omitted based upon a request for
confidential treatment pursuant to Rule 24B-2 under the Securities Exchange
Act of 1934. The omitted portion has been filed separately with the
Securities and Exchange Commission.] for the Service of [Omitted based upon
a request for confidential treatment pursuant to Rule 24B-2 under the
Securities Exchange Act of 1934. The omitted portion has been filed
separately with the Securities and Exchange Commission.] provided that
there is an agreement of principle with the Telco that [Omitted based upon
a request for confidential treatment pursuant to Rule 24B-2 under the
Securities Exchange Act of 1934. The omitted portion has been filed
separately with the Securities and Exchange Commission.].
7.3 Any sums paid by a Telco to Yahoo! other than the sums referred to in
Clause 7.1 (a) and (b) shall be exclusively for the account of Yahoo!
7.4 Yahoo! shall keep records of the sums referred to in Clause 7.1 and
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted portion
has been filed separately with the Securities and Exchange Commission.].
Yahoo! shall provide CellPoint with a self-billing invoice or other
suitable statement of sums due.
7.5 The sums paid by Yahoo! to CellPoint shall be deemed to include valuable
consideration paid by the Telco to CellPoint in relation to the grant of
the rights set out in the Technology Licence.
8. AUDIT
8.1 CellPoint may, at its cost, upon 7 days' prior written notice to Yahoo!,
conduct an audit (which may include inspection) of Yahoo!'s records for the
purpose of verifying the accuracy of any statement supplied by Yahoo! as
evidence of the amounts owed to CellPoint under this Agreement. Any such
audit will be carried out by CellPoint during normal business hours at
Yahoo!'s premises. CellPoint will be allowed to take copies of relevant
records necessary to compile an audit report. CellPoint undertake to keep
confidential all matters discovered by it in relation to Yahoo!'s business
whilst conducting the audit which are not already in the public domain,
except in the context of legal proceedings brought by CellPoint against
Yahoo! in connection with this Agreement or any other agreement or action
between the parties.
8.2 In the event that an audit pursuant to Section 8.1 shows that the amounts
paid to CellPoint pursuant to this Agreement were less than the amounts
owed to CellPoint for the periods covered thereby, Yahoo! shall, within
30 days of receipt of written notice thereof from CellPoint, either
(a) pay to CellPoint the differential amounts owed, or (b) notify CellPoint
in writing that it does
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<PAGE>
not agree with such calculations. In the event that CellPoint and Yahoo!
disagree on amounts owed to CellPoint hereunder, CellPoint and Yahoo! shall
cooperate with each other in order to reconcile their differences as
promptly as practicable.
8.3 Subject to the Telco's consent, Yahoo! shall provide CellPoint with the
results of any audit by Yahoo! of a Telco with respect to "Find a Friend".
9. TERM AND TERMINATION
9.1 This Agreement shall commence on the date hereof and shall terminate
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted portion
has been filed separately with the Securities and Exchange Commission.]
after that date, unless either party terminates the Agreement at the end of
the first year by giving written notice to the other not less than [Omitted
based upon a request for confidential treatment pursuant to Rule 24B-2
under the Securities Exchange Act of 1934. The omitted portion has been
filed separately with the Securities and Exchange Commission.] before the
end of the first year.
9.2 Either party may (without prejudice to its other rights) terminate this
Agreement by notice in writing to the other:
(a) if a voluntary agreement is approved, or an administration order is
made, or a receiver or administrative receiver is appointed over any of
the other party's assets or an undertaking or a resolution or petition
to wind up the other party is passed or presented (other than for the
purposes of amalgamation or reconstruction) or if any circumstances
arise which entitle the Court or a creditor to appoint a receiver,
administrative receiver or administrator or to present a winding-up
petition or make a winding-up order or a similar event occurs in respect
of the other party in any other jurisdiction; or
(b) if the other party breaches any material obligation hereunder and (in
the case of a remediable breach) fails to remedy the breach within
thirty days of receipt of written notice so to do
and such termination shall take effect either forthwith or at a date
specified in such notice.
9.3 Yahoo! may (without prejudice to its other rights) terminate this Agreement
by notice in writing to CellPoint:
(a) [Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted
portion has been filed separately with the Securities and Exchange
Commission.] of Yahoo! (for this purpose, a person or company shall
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted
portion has been filed separately with the Securities and Exchange
Commission.]; or
(b) if in the reasonable opinion of Yahoo!, [Omitted based upon a request
for confidential treatment pursuant to Rule 24B-2 under the Securities
Exchange Act of 1934. The omitted portion has been filed separately with
the Securities and Exchange Commission.]
and such termination shall take effect either forthwith or at a date
specified in such notice.
9.4 Termination of this Agreement for any reason shall be without prejudice to
the accrued rights of either party including but not limited to CellPoint's
rights under Clause 7.1, to the right of Yahoo! to fulfil any orders for
the Service and Telco Agreements placed prior to termination and to
Clause 10.
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10. CONFIDENTIALITY
10.1 CellPoint agrees that it shall have no right to use any User Data (other
than for the purpose of performing this Agreement) and that, as between
CellPoint and Yahoo!, all Intellectual Property Rights in and to the User
Data shall vest in Yahoo!.
10.2 The parties shall not use, copy, adapt, alter, disclose or part with
possession of any business, employee or Telco information or data
(including, in the case of CellPoint, the User Data, and in the case of
Yahoo!, the Technology) of the other which is disclosed or otherwise comes
into its possession directly or indirectly as a result of this Agreement
and which is of a confidential nature ("Information") except as strictly
necessary to perform its obligations or exercise its rights hereunder
PROVIDED THAT this obligation shall not apply to Information:
(a) which the receiving party can prove was in its possession or in the
public domain at the date it was received or obtained; or
(b) which the receiving party lawfully or properly obtains without
obligation of confidentiality; or
(c) comes into the public domain otherwise than through the default or
negligence of the receiving party; or
(d) [Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Exchange Act of 1934. The omitted
portion has been filed separately with the Securities and Exchange
Commission.]
(e) which, with the prior consent of the other party (such consent not to
be unreasonably withheld or delayed) is disclosed to obtain or maintain
any listing on any recognised stock exchange; or
(f) is required to be disclosed to a court or a body having similar
authority PROVIDED THAT the other party is given prompt notice and, at
the other party's request and expense, the receiving party uses
reasonable endeavours to obtain a protective order and otherwise to
protect the Information; or
(g) which is required to be disclosed by the receiving party or on its
behalf to its auditors (whether internal or external), regulators and
other third parties who have the right to require that the receiving
party supplies the relevant information.
10.3 CellPoint shall submit to Yahoo! all advertising, written sales promotion,
press releases and other publicity matters relating to this Agreement and
Yahoo! Find A Friend and shall not publish or use such advertising, sales
promotion, press releases or publicity matters without the prior written
approval of Yahoo! not to be unreasonably withheld.
10.4 In the event that CellPoint elects to file this Agreement with the
Securities and Exchange Commission or any other securities exchange or
market, regulatory authority or similar body, CellPoint will provide to
Yahoo!, no less than five (5) business days before the expected date of the
filing (the "Filing Date"), a copy of the Agreement marked to show the
sections on which CellPoint plans to seek confidential treatment. CellPoint
agrees to expand its confidential treatment request to include those
provisions of this Agreement reasonably indicated by Yahoo! IN WRITING to
CellPoint before the Filing Date as terms on which Yahoo! requests
confidential treatment. Any failure to comply with the previous two
sentences will be considered a material breach of this Agreement by
CellPoint.
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11. MEETINGS
11.1 The parties shall have regular quarterly meetings (in person or by audio or
video conference as agreed) to discuss the progress of this Agreement, such
meetings to be minuted and copies of such minutes circulated to both
parties. Any complaints or problems shall be discussed at such meeting and
appropriate action shall be taken. Any unresolved problems emerging from
such meetings shall be referred immediately to a Director of Yahoo! and a
Director of CellPoint who shall attempt to resolve the issue.
12. LIABILITY
12.1 Neither Yahoo! nor CellPoint shall be liable to the other in connection
with the exercise of its rights or the performance of its obligations
hereunder for any indirect, incidental, special or consequential loss
whether arising from negligence, breach of contract or howsoever.
12.2 Neither party shall be liable to the other in respect of any failure to
comply with its obligations hereunder to the extent that such failure
arises out of the failure by the other party to perform its obligations
hereunder.
13. ASSIGNMENT
13.1 Neither party shall assign, charge or otherwise deal with all or any of its
rights and obligations hereunder whether in whole or in part without the
prior written consent of the other
14. SERVICE OF NOTICE
14.1 Any notice, invoice, demand or other communication which may be given by
either party under this Agreement shall be deemed to have been duly given
if sent by prepaid recorded delivery post or by recognised overnight
international couriers, to each party's address listed below:
Address for Yahoo!:
12 Lancer Square
London W8 4EH
Address for CellPoint Systems AB:
Sofielundsvagen 4
S-191 47 Sollentuna
Sweden
or to such other address as a party shall have notified to the other in
writing pursuant hereto. Any such notice, invoice, demand or other
communication shall be deemed to be effective on the earlier of receipt by
the intended party or four days after being posted if sent by post in
accordance with this clause.
15. WARRANT
15.1 CellPoint shall procure that simultaneously with the execution of this
Agreement, and as additional consideration for Yahoo! entering into this
Agreement, CellPoint Inc., a Nevada corporation and parent of CellPoint,
shall issue to Yahoo! Inc., a Delaware corporation, a warrant to purchase
shares of common stock of CellPoint, Inc. in the form attached hereto as
Schedule 5. Execution by CellPoint, Inc of the warrant attached as
Schedule 5 shall be a CONDITION PRECEDENT to this Agreement.
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16. GENERAL
16.1 Failure by either party to exercise or enforce any right conferred by this
Agreement shall not be deemed to be a waiver of any such right nor operate
so as to bar the exercise or enforcement thereof or of any other right on
any other occasion.
16.2 If any part, term or provision of this Agreement not being of a fundamental
nature be held illegal or unenforceable the validity or enforceability of
the remainder of this Agreement shall not be affected.
16.3 This Agreement may only be modified if such modification is in writing and
signed by a duly authorised representative of each party.
16.4 This Agreement represents the entire understanding between the parties in
relation to the subject matter hereof and supersedes all agreements made by
either party, whether oral or written with respect to the same subject
matter save for any confidentiality agreement between the parties. The
parties agree that, save as expressly set out herein, neither party will
have any liability for any untrue statement or representation made by it
(whether innocently or negligently) upon which the other party relied in
entering into this Agreement, unless such untrue statement or
representation was made fraudulently. This Agreement shall prevail over any
inconsistent terms and conditions in any other agreement between the
parties or referred to in correspondence or elsewhere and any conditions or
stipulations to the contrary are hereby excluded and extinguished.
16.5 This Agreement shall be governed by and construed and interpreted in
accordance with the law of Sweden, and the parties hereby submit to the
jurisdiction of the Stockholm City Court (Sw. Stockholm Tinsratt).
IN WITNESS whereof the parties or their authorised representatives have set
their hands the day and year first above written
/s/ Fabiola R. Arredondo
---------------------------------------
For and on Behalf of Yahoo! Sverige AB
Name: Fabiola R. Arredondo
--------------------------------
Title: Managing Director, Yahoo!Europe
-------------------------------
Date: May 4, 2000
--------------------------------
/s/ Peter Henricsson
--------------------------------------
For and on Behalf of CellPoint Systems
AB
Name: Peter Henricsson
--------------------------------
Title: Chairman
-------------------------------
Date: May 4, 2000
--------------------------------
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