NAVTECH APPLIED RESEARCH, INC.
                           Software License Agreement

THIS IS A Software License  Agreement  (called the "Agreement")  between Navtech
Applied  Research,  Inc., an Ontario  corporation  with its  principal  place of
business located at 175 Columbia Street West, Suite 102, Waterloo,  Ontario, N2L
5Z5 (called  "NARI") and  Compuflight,  Inc., a Delaware  corporation,  with its
principal place of business  located at 2400 Garden Road,  Monterey,  California
93940 (called "Compuflight").

1.0      BACKGROUND CONTEXT.

     1.1 In July 1998,  NARI  acquired  the  Weather and NOTAM  System  Software
described in Exhibit A (called the "NARI Software").

     1.2 The  NARI  Software  is a very  complex  tool  that  may be used as the
central  component of a  computerized  weather  data  processing  and  reporting
system.

     1.3  Compuflight is in the business of providing  flight route planning and
other data to airlines and other air traffic managers.

     1.4  Compuflight  desires to license the NARI Software so that it will have
the ability to add weather  data to the  information  it provides to its present
and future customers.

     1.5 This  Agreement  sets  forth  the  terms  and  conditions  under  which
Compuflight is licensed to use the NARI Software.

2.0  GRANT OF LICENSE.

     2.1 NARI grants Compuflight a non-exclusive, non-transferable license to do
each of the following for the duration of this  Agreement:  (a) install the NARI
Software  on  computer  systems  located  at  Compuflight's  place or  places of
business, (b) configure the NARI Software for use in Compuflight's business, (c)
modify and create  derivatives  of the NARI  Software  to the extent  reasonably
necessary  to maintain and enhance the NARI  Software  for use in  Compuflight's
business,  and (d) use the NARI  Software  to  process  data  for  Compuflight's
internal use and for sale to Compuflight's customers.

     2.2 Compuflight  may exercise its rights under this License  directly using
its own facilities,  personnel,  or contractors and may also exercise its rights
using the facilities, personnel, or contractors of its wholly owned subsidiary.

     2.3  Compuflight  is  expressly   prohibited  from   sublicensing   any  of
Compuflight's  rights  under  this  Agreement  to any  third  party and may only
distribute processed data to its third party customers.

     2.4 All copies of the NARI Software, including the original copies provided
by  NARI  and  any  copies  or  derivatives  of the  NARI  Software  created  by
Compuflight shall be kept in the possession and under the control of Compuflight
or its authorized wholly owned subsidiary at all times.

     2.5 NARI reserves all rights not  expressly  granted to  Compuflight  under
this Agreement.

3.0  TERM OF THIS LICENSE.

     3.1 The term of this Agreement is for a period of one (1) year beginning on
August 1, 1998 and ending on July 31, 1999.  Thereafter,  this  Agreement  shall
automatically  renew for an additional  one (1) year term  beginning on August 1
and ending the following  July 31 each time it expires unless either party gives
the other written notice,  not less than sixty (60) days before the beginning of
any renewal term, that it does not want the Agreement to automatically  renew on
the expiration of the then current term. The automatic renewal of this Agreement
in  accordance  with this  Paragraph  3.0 shall not renew or extend any warranty
beyond its initial term provided in this Agreement.

     3.2 Either  party shall have the right to terminate  this  Agreement at any
time if the other party commits a material breach of this Agreement and fails to
cure that breach within sixty (60) days after  receiving  written  notice of the
breach from the non breaching party unless the breach is cured before the end of
the sixty day cure period.

     3.3 Upon the expiration or termination of this Agreement  Compuflight shall
promptly   destroy  all  copies  of  the  NARI  Software  and  its  derivatives.
Compuflight's  management shall provide NARI with written certification that all
copies of the NARI  Software  and its  derivatives  have been  destroyed  within
thirty (30) days after the effective  date of the  expiration or  termination of
this Agreement.

4.0  RECORD KEEPING, ROYALTY PAYMENTS, AND AUDIT RIGHTS.

     4.1  Compuflight  shall have  complete  discursion in the marketing of data
processed  using the NARI Software or its  derivatives  except that  Compuflight
shall  price,  market,  and  distribute  the data it  processes  using  the NARI
Software or its derivatives separately from Compuflight's other products,  data,
and services.  Compuflight  shall set up and maintain a separate set of accounts
to record the entire gross revenue it receives  from the sale of data  processed
using  the  NARI  Software  or  its  derivatives  following  generally  accepted
accounting  practices  (called the "Gross  Revenue").  The  components  of Gross
Revenue are described and defined in Exhibit B. All records and payments will be
maintained in U. S. Dollars,  and any revenue received in other currencies shall
be converted to U. S. Dollars by Compuflight for record keeping,  reporting, and
payment purposes under this Agreement.

     4.2 Compuflight  shall allocate the Gross Revenue it receives from the sale
of data  processed  using the NARI  Software into a "Royalty Base Account" and a
"Non Royalty Base Account" in accordance  with the  definitions and criteria set
forth in Exhibit B.

     4.3 Compuflight shall accrue a royalty payable to NARI equal to ten percent
(10%) of the revenue  allocated  to the Royalty Base Account each month as it is
received by Compuflight.

     4.4 A royalty  report  setting  forth the Gross  Revenue for the  preceding
month,  the  amount  allocated  to the Non  Royalty  Base  Account,  the  amount
allocated to the Royalty Base Account, and the amount of the royalty due to NARI
shall be prepared and sent to NARI within thirty (30) days after the end of each
month in which  Compuflight  receives  any Gross  Revenue  from the sale of data
processed using the NARI Software or its derivatives.

     4.5 The  monthly  royalty  due to NARI under this  Agreement  may either be
applied to the payment of any amounts due to  Compuflight  from NARI,  paid by a
bank check  payable to NARI,  or some  combination  of the two in  Compuflight's
reasonable discretion.

     4.6 If any  royalty  report  is not  provided  and any  payment  due is not
credited  against  NARI's  obligations  to  Compuflight  or paid to NARI  within
fifteen (15) days after the due date, the royalty due shall be subject to a late
payment  charge equal to one and one half percent  (11/2%) per month or fraction
thereof  from the  original  due date until it is  actually  paid or credited to
NARI's  obligations  to  Compuflight  (or the  highest  amount  allowed  by law,
whichever is less).

     4.7 NARI  shall  have the  right to have an  independent  certified  public
accountant retained and paid by the NARI audit  Compuflight's  records once each
year to verify the accuracy of Compuflight's records and royalty reports. In the
event that any such audit  discloses  an  underpayment  of more than two percent
(2%), Compuflight shall reimburse the NARI for the reasonable cost of the audit.
Compuflight  shall  promptly  pay any past due  royalties  together  with a late
payment charge  calculated  from the original due date until the past due amount
is paid at a rate eighteen percent (18%) per annum or the highest amount allowed
by law, whichever is less.

5.0  SOURCE CODE.

     NARI will provide the NARI Software to  Compuflight in both source code and
executable code form.

6.0  SOFTWARE SUPPORT.

     NARI will provide  Compuflight  with the source code for the NARI  Software
under this License,  and accordingly  Compuflight will be solely responsible for
providing its own  technical  support and software  maintenance  services as and
when they are required.  NARI shall have no support  obligation  to  Compuflight
under this  Agreement.  The level and structure of the royalties  Compuflight is
required to pay to NARI under this  Agreement  reflect the allocation of support
and maintenance responsibilities for the NARI Software to Compuflight.

7.0  NONDISCLOSURE OBLIGATION.

     7.1 All copies of the NARI Software, including the original copies provided
by  NARI  and  any  copies  or  derivatives  of the  NARI  Software  created  by
Compuflight, shall be deemed to be NARI's confidential information.  Compuflight
shall  protect  all  copies  of the  NARI  Software  and  its  derivatives  from
unauthorized use or disclosure.

     7.2  Compuflight  shall  only use the NARI  Software  as  provided  in this
Agreement,  and for a period of three (3) years from the date of this  Agreement
expires or terminates, Compuflight shall not disclose any information related to
the NARI Software or its derivatives to any other person,  firm, or corporation,
or use the information for its own benefit except as expressly  provided in this
Agreement. Compuflight shall use reasonable care to prevent use or disclosure of
the NARI Software or related  information,  and no less stringent degree of care
to avoid  disclosure or use of such software and  information  than  Compuflight
employs with respect to its own confidential  software and information  which it
does not wish to be disseminated, published or disclosed.

     7.3 The following shall not be deemed to be  confidential,  and Compuflight
shall not owe a duty of  confidentiality  to NARI with  respect  to  information
that:

          7.3.1 is  already  known  to  Compuflight  at the  time of  disclosure
     through lawful channels of communication; or

          7.3.3  is or  becomes  publicly  known  through  no  wrongful  act  of
     Compuflight; or

          7.3.4  is  rightfully  received  from a third  party  without  similar
     restriction and without breach of this Agreement; or

          7.3.5 is independently developed by Compuflight without breach of this
     Agreement; or

          7.3.6  is  furnished  to a third  party  by  NARI  without  a  similar
     restriction on the third party's rights; or

          7.3.7 is approved for release by written authorization of NARI.

8.0  LIMITED WARRANTY AND DISCLAIMER OF LIABILITY.

     The NARI Software provided under this Agreement is a complex business tool.
Its  successful  installation  and  operation  is dependent in large part on the
skill of Compuflight in designing and completing its  implementation of the NARI
Software and upon the operating practices and procedures employed by Compuflight
in its use of the NARI Software.

     8.1 NARI  warrants  that the  original  media  which the NARI  Software  is
recorded  on and the  documentation  provided  with it are free from  defects in
material and workmanship  under normal use. NARI warrants that the NARI Software
itself will perform  substantially  in accordance  with the  specifications  set
forth in the  documentation  provided with the NARI Software,  provided that the
software is properly configured, installed, and operated by Compuflight.

     8.2 NARI  expressly  excludes any warranty  that the NARI  Software is Year
2000 compliant or that it will properly process date information  after December
31,  1999.  Compuflight  assumes  the  entire  responsibility  for  testing  its
implementation  of the NARI Software for year 2000 compliance and for correcting
any year 2000 problems that may exist in Compuflight's  installation of the NARI
Software.  This warranty is designated as a Year 2000 Readiness Disclosure under
the Year 2000 Information And Readiness Disclosure Act.

     8.3 The above warranties are made for a period of ninety (90) days from the
commencement  of the  initial  term  of this  Agreement.  Items  replaced  under
warranty will be warranted  for the  remainder of the original  warranty term or
thirty (30) days whichever is greater.

     8.4 If there is a defect in any media or  documentation,  NARI will replace
the defective item without charge on an exchange basis.

     8.5 If the NARI Software itself does not perform in substantial  accordance
with the  specifications  set forth in the documentation  provided by NARI or if
there is an error in the documentation,  NARI will either replace or correct the
defective NARI Software or documentation without additional charge. This will be
done by providing Compuflight with corrective code, a corrected copy of the NARI
Software, or corrected  documentation on an exchange basis, at NARI's option. If
for any  reason,  NARI is  unable  to cure a  breach  of this  warranty  after a
reasonable  effort,  NARI may, at its sole  option,  terminate  this license and
refund the royalties actually paid by Compuflight for the defective delivery.

     8.6 NARI does not warrant that the functions contained in the NARI Software
will meet Compuflight's  requirements or that the operation of the NARI Software
will be  uninterrupted  or error free.  The warranty does not cover any media or
documentation  which has been subjected to damage or abuse by  Compuflight.  The
NARI Software  warranty does not cover any copy of the NARI Software once it has
been altered or changed in any way by Compuflight. NARI is not responsible under
this warranty for problems caused by changes in the operating characteristics of
the computer hardware or operating systems which are made after the execution of
this Agreement or the delivery of the NARI Software, whichever first occurs, nor
for problems in the  interaction  of the NARI Software  with any other  software
unless it is provided or specified by NARI.

     8.7 ANY IMPLIED WARRANTIES  COVERING THE MEDIA, THE  DOCUMENTATION,  OR THE
NARI SOFTWARE  INCLUDING  ANY  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.

     8.8  NARI  SHALL  NOT  IN ANY  CASE  BE  LIABLE  FOR  SPECIAL,  INCIDENTAL,
CONSEQUENTIAL,  INDIRECT,  OR OTHER  SIMILAR  DAMAGES  ARISING  FROM  BREACH  OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY EVEN IF NARI
OR ITS AGENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     8.9 In  order  to  obtain  warranty  replacements  for any  defective  NARI
Software or  documentation,  Compuflight  must  contact NARI during the warranty
period.  Compuflight  must be able to  provide  NARI with  sufficient  technical
information   about  the  nature  of  the  apparent   problem  and  the  precise
circumstances  that give rise to the problem,  to enable NARI to  reproduce  the
difficulty.

     8.10 The  warranties  set forth above are in lieu of all other  warranties,
whether oral, written, express, or implied, and THE REMEDIES SET FORTH ABOVE ARE
CUSTOMER'S SOLE AND EXCLUSIVE  REMEDIES.  Only an authorized officer of NARI may
make modifications to this warranty,  or additional  warranties binding on NARI.
Accordingly, additional statements such as advertising or presentations, whether
oral or written,  do not constitute  warranties by NARI and should not be relied
upon as such.

9.0  PATENT, COPYRIGHT, TRADEMARK, AND TRADE SECRET INDEMNITY.

     NARI will defend or settle,  at NARI's expense,  any action brought against
Compuflight  based on a claim that the use of the NARI  Software as provided for
in this Agreement infringes any U.S. patent, U. S. trademark,  or any copyright,
or  trade  secret  rights  of a  third  party,  provided  that  Compuflight,  at
Compuflight's  expense,  (a) notifies NARI promptly in writing of any claim, (b)
supplies NARI with all available information, assistance and authority that NARI
requires to defend or settle the claim, and (c) that Compuflight permits NARI to
control the defense, compromise, or settlement of the claim. Compuflight may not
incur any cost or expense subject to this indemnity  without the advance written
consent of NARI. If NARI  determines that the NARI Software does or is likely to
infringe the rights of a third party, NARI may at its option:  (a) procure at no
cost to Compuflight the right to continue to use the NARI Software in accordance
with this  Agreement,  (b)  replace  or modify  the NARI  Software  to avoid the
infringement  on an exchange  basis,  or (c) terminate this Agreement and refund
the  license  royalties  paid by  Compuflight  for the use of the NARI  Software
during  the three (3)  months  immediately  preceding  the  termination  of this
Agreement  under this provision of Paragraph  9.0. This provision  states NARI's
entire liability for any infringement of any third party rights.

10.0  GENERAL CONDITIONS.

     10.1 This  Agreement  shall in all  respects be  interpreted,  construed in
accordance  with,  and governed by the internal laws of the State of California,
without  regard  to the rules on  conflict  of laws.  The  parties  exclude  the
application  of  the  1980  United  Nations  Convention  on  Contracts  for  the
International Sale of Goods if otherwise applicable. The place of making and the
place of performance for all purposes shall be Monterey,  California  regardless
of the actual place of execution or performance.  In the event of any litigation
between  the  parties,  the  parties  stipulate  that  the  sole  and  exclusive
jurisdiction  for such  action  shall be in the State  Courts  for the County of
Monterey,  California  or the  United  States  District  Court for the  Northern
District of  California.  Both parties  agree that the above  referenced  courts
shall have personal and exclusive  jurisdiction over the parties for any dispute
arising out of this Agreement that is not covered by the Arbitration provision.

     10.2 Except for the right of either  party to apply to a court of competent
jurisdiction for a Temporary  Restraining  Order, a Preliminary  Injunction,  or
other equitable  relief to preserve the status quo or prevent  irreparable  harm
pending the  selection  and  confirmation  of the  arbitrator(s),  all disputes,
controversies,  or differences  which may arise between the parties,  out of, in
relation to, or in connection with this Agreement,  or the breach thereof, shall
be finally settled by binding arbitration pursuant to the Commercial Arbitration
Rules of the  American  Arbitration  Association  in  effect  as of the date the
dispute arises. Any such arbitration shall be under the rules and administration
of the American Arbitration Association's San Francisco office, and all hearings
shall be held in the  city of San  Jose,  California.  The  arbitrator(s)  shall
enforce the express terms of this  Agreement,  shall follow the  applicable  law
where  the  Agreement  is  silent on a matter  in  dispute,  and  shall  have no
authority to award punitive  damages nor any damages  expressly  excluded by the
terms of this Agreement.  All proceedings in any arbitration  shall be conducted
in the English language.  The arbitrator's award may be enforced in any court of
competent jurisdiction.

     10.3 This Agreement sets forth the entire  agreement and  understanding  of
the  parties  relating  to the  subject  matter  herein  and  merges  all  prior
discussions,  proposals,  advertising,  or  other  exchanges  between  them.  No
modification  of or  amendment to this  Agreement,  nor any waiver of any rights
under this  Agreement,  shall be effective  unless in writing and signed by both
parties to this Agreement.

     10.4 Any notice required or permitted by this Agreement shall be in writing
and shall be sent by FAX and confirmed by prepaid  express courier or registered
air mail  addressed to the other party at the address  shown at the beginning of
this  Agreement  or at such other  address  for which such  party  gives  notice
hereunder.  Such  notice  shall be deemed to have been given the  earlier of the
date of actual receipt or five (5) days after deposit in the mail.

     10.5  Nonperformance  of either  party  shall be excused to the extent that
performance  is  rendered  impossible  by  strike,  fire,  flood,   earthquakes,
governmental  acts  or  orders  or  restrictions,   failure  of  suppliers,   or
contractors,  or any other reason where failure to perform is beyond the control
and not caused by the negligence of the non-performing party.

     10.6 If any provision or provisions of this  Agreement  shall be held to be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     10.7 This Agreement is not  transferable  without the prior written consent
of NARI. Once  transferred,  this Agreement shall be binding upon and be for the
benefit of both the original and the substitute parties hereto, their successors
and assignees.

     10.8 In any litigation or arbitration  between the parties,  the prevailing
party shall be entitled to reasonable attorney fees and all costs of proceedings
incurred in enforcing this Agreement.

     10.9 In no case shall  NARI's  liability  under this  Agreement  exceed the
royalties paid by Compuflight during the three (3) months immediately  preceding
the data the claim giving rise to the liability accrued.

     10.10 NARI rejects any and all printed  terms and  conditions  contained on
any purchase order or other ordering  document  submitted by Compuflight now and
hereafter.  The  parties'  performance  under this  Agreement  shall be governed
exclusively  by the terms and  conditions  contained in this  Agreement  and any
signed written amendments, supplements, extensions to it.

     10.11  Paragraph  headings  are  for  convenience  only  and  shall  not be
considered in the interpretation of this Agreement.

     10.12 NARI and  Compuflight are and shall remain  independent  contractors.
Neither  party is the  representative  or agent of the other and  neither  party
shall have any power to assume any obligations on behalf of the other.

     10.13 This Agreement may be executed in two or more  counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
instrument.

     10.13  NARI and  Compuflight  agree that the terms and  conditions  of this
Agreement are  confidential,  and that neither party shall disclose the contents
of this Agreement without the prior written consent of the other.

EXECUTED BY THE PARTIES AS PROVIDED BELOW:

Navtech Applied Research, Inc.                    Compuflight, Inc.


By:    /s/ Dorothy English                       By: /s/ Derek Dawson
       ---------------------------                   ---------------------------

Title: President                              Title: Chief Operating Officer
       --------------------------                    ---------------------------
Date:  August 1, 1998                                Date:  August 1, 1998