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EXHIBIT 10(I)  Lease dated June 5, 1991 between Vandor Realty Corporation and
Navtech Systems Support Inc. with respect to Waterloo, Ontario premises

01 . Premises and Use.
01 . (a) Term
01 . (b) Basic Rent.
02.  Tenant's Covenants.
02. (a) To pay Rent.
02. (b) Proportionate  Realty Taxes.
02. (c) Separate Assessment.
02: (d) Keep in Repair.
02. (e) Entry to Inspect.
02. (f) Surrender in Repair.
02. (g)  To heat.
02. (h) Comply with Authorities.
02. (i) Proportionate  Operation & Maintenance Cost.
02. (j) Not to suffer any Nuisance.
02. (k) Assignment by Tenant.
02. (l) Comply with Laws.
03.  Further Covenants by Tenant.
03. (a) Proviso for Re-Entry.
03. (b)  Insurance.
03. (c) Alterations.
03. (d) Not to remove Chattels.
03. (e) Entry to Repair.
03. (f) Leave in Repair.
03. (g) Signs.
03. (h) Cost of Leasehold Improvements.
03. (i) Notice of  Accident.
03. (j) Landlord 's Right to show.
03. (k) LandIord not  liable for Damage.
03. (l) Rules and Regulations.
03. (m) Not to  suffer Waste or Overloading.
03. (n) Indemnify and save harmless.
 03. (o) Loading and Unloading.
04. Quiet Enjoyment.
05. Expressly  understood and agreed.
05. (a) Right of Distress.
05. (b) Landlord  not liable for Injury.
05. (c) Default.
05. (d) Tenant's Right to  remove Trade Fixtures.
05. (e) Waiver.
05. (f) Air Conditioning.
05. (g) Overholding.
05. (h) Exercise of Powers and Re-Entry.
05.  (i) Net Lease.
05. (j) Landlord's Right to Assign.
05. (k)  Postponement and Subordination.
05. (l) Prohibited Uses.
05.  (m) Parking.
05. (n) Drapes on Windows.
05. (o) Overdue Interest.

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05. (p) Replacement of Glass and Plate Glass.
05. (q) No Liens.
05. (r) Damage or Destruction.
05. (s) Notices.
05. (t)  Gender.
05. (v) All Sums payable Rent.
05. (w) Severability.
06. Right to Renew.

Schedule ''A''
Schedule ''B''
Rules and Regulations

THIS INDENTURE made the 5th day of June, A.D., 1991.
 IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

 B E T W E E N :

 VANDOR REALTY CORPORATION a corporation incorporated under the laws of  the
Province of Ontario,

 Hereinafter called ''LANDLORD'', of the first part,

 - and -

 NAVTECH SYSTEMS SUPPORT INC.

 Hereinafter called ''TENANT'', of the second part,

 01. WITNESSETH that in consideration of the rents, covenants, rules  and
agreements hereinafter reserved and contained on the part of the  Tenant, to be
respectively paid, observed and performed, the Landlord  doth demise and lease
unto the Tenant for use and occupation the  premises to be used only for office,
training, software development  and related uses, all that messuage or tenement
situate, lying and  being in a building municipally known as 550 Parkside Drive,
in the  City of Waterloo, Province of Ontario, being approximately 4,233  square
feet, shown outlined in red on sketch attached hereto as  Schedule ''A'',
(hereinafter referred to as the ''Premises'') of the  building erected on the
lands and premises which are more particularly  described in Schedule ''B'',
attached hereto.

 01.(a) TO HAVE AND TO HOLD the said demised Premises for and during  the term
of five year and six months, to be computed from the 15th day  of June, 1991 ,
and from thenceforth next ensuring and fully to be  completed and ended on the
14th day of December, 1996. 01.(b) YIELDING  AND PAYlNG therefore yearly and
every year during the said term the  following sums to be payable as basic rent
as follows, that is to  say: (a) The sum of 0 dollars for the period 15th June,
1991 to 14th  December, 1991 , (b) The sum of sixty three thousand four hundred
ninetyfive dollars ($63,495.00) for the period 15th December, 1991 to  14th
June, 1994, payable monthly two thousand one hundred sixteen  dollars and fifty
cents ($2,116.350) in advance of the first day of  each and every month, (c) The
sum of sixty nine thousand eight hundred

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fortyfour dollars and fifty cents ($69,844.50) for the period 15th  June, 1994,
to 14th December, 1996, payable monthly two thousand  three hundred twenty eight
dollars and fifteen cents ($2,328.15) in  advance of the first day of each and
every month, and the last payment  to become due and be paid in advance one
month before the expiration  of this lease. NOTWITHSTANDING anything herein
contained, the rent  shall commence from the date on which the demised Premises
shall be  ready for occupation by the Tenant, whether it shall be before or
after the 15th day of June, 1991' the first payment of rent to be  adjusted to
cover any fraction of a month as may be required. The  Landlord acknowledges
that it has received the sum of four thousand  seven hundred fifty-five dollars
and seventy eight cents ($4,755.78)  to be applied against rent due under this
agreement for the seventh  and last months rent.

02. The Tenant covenants with the Landlord as follows:

 02.(a) To pay rent.

 02.(b) Tenant will, as additional rent, in each and every year during the  said
term, pay and discharge in the proportion that the building area  demised herein
bears to the total leasable building area, of buildings  erected on the lands
described in Schedule ''B'', all taxes (including  local improvement rates) ,
rates, duties and assessments that may be  levied, rated, charged or assessed
against the said lands and  buildings in which the demised Premises are situated
together with all  tax rates, duties and assessments and other charges that may
be  levied, rated, charged or assessed against improvements, equipment  and
facilities on the Premises and, without limiting the generality of  the
foregoing, every other tax, charge, rate, assessment or payment  which may
become a charge or encumbrance upon or levied or collected  upon or in respect
of the demised Premises or any part thereof,  whether charged by any municipal,
parliamentary or other body during  the term hereby demised. The Landlord will
at the commencement of this  lease and thereafter at the commencement of each
tax year, estimate  the taxes (including local improvements) rates, duties and
assessments  levied against the said lands and buildings for the next ensuing
year  and the Tenant agrees to pay one-twelfth ( 1/12th) of the amount to be
paid by him pursuant to the terms hereof in accordance with such  estimate at
the times at which rent is payable hereunder. When final  tax assessments in any
year have been received the Landlord and Tenant  will adjust such taxes in
accordance with such final tax assessment.  Tenant shall pay as the same become
due respectively, all charges for  public utilities, including water, gas,
electrical power or energy,  steam or hot water used upon or in respect of the
demised Premises and  for fittings, machines, apparatus, meters, or other things
leased in  respect thereof, and for all work or services performed by any
corporation or commission in connection with such public utilities.  Tenant
shall have the right to contest by appropriate legal  proceedings the validity
of any tax, rate, including local improvement  rates, assessment or other
charges referred to in this paragraph.

02.(c) In  case the demised Premises is assessed during the term in whole or in
part in support of Separate Schools or on account of the improvements,
equipment or facilities on the Premises by reason of the tenancy of  occupancy
thereof by the Tenant or by any person or

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corporation  claiming under it, to pay to the Landlord, as additional rent, the
amount by which the taxes levied upon such assessment exceed the  Public School
taxes or the realty taxes which would otherwise have  been payable, and the said
taxes may be paid by the Landlord and such  excess thereof in respect to the
demised Premises shall be forthwith  payable by the Tenant to the Landlord.

02.(d)  Tenant, at its own expense, shall maintain and keep the demised
Premises, including washrooms, and every part thereof in good order  and
condition and promptly make all needed repairs and replacements  (reasonable
wear and tear and damage by fire, lightning and tempest  only excepted), and
without limiting the foregoing, Tenant shall keep  the demised Premises well
painted, clean and in such condition as a  careful owner would do.3

 02.(e) That it shall be lawful for the Landlord and its agents, at all
reasonable times during the said term, to enter the demised Premises  to inspect
the condition thereof. Where an inspection reveals repairs  and necessary,
Landlord shall give Tenant notice in writing, and  thereupon Tenant will, within
such time as is reasonable in the  circumstances as determined by the Landlord
andin any event within three (3) calendar months from the date of  delivery of
the notice, make the necessary repairs in a good and  worlkmanlike manner;
provided that the Landlord may at its option make  such repairs itself at the
expense of the Tenant, and in any and every  case the Tenant covenants with the
Landlord to pay to the Landlord  with the instalment of rent which shall next
fall due all sums which  the Landlord shall have expended in making such
repairs, and shall not  have previously received from the Tenant; provided
further that the  making of any repairs by the Landlord shall not relieve the
Tenant  from the obligation to repair and leave the premises in good repair.

02.(f)  And further, that the Tenant will, at the expiration or sooner
determination of the said term, peaceably surrender and yield up unto  the
Landlord the said Premises hereby demised with the appurtenances,  erections
which at any time during the said term shall be made therein  or thereon in good
and substantial repair and condition, reasonable  wear and tear and damage by
fire, lightning and tempest only  excepted.

02.(g) To heat the said Premises in a reasonable manner at its own  expense,
from heating equipment supplied by the Landlord, and to  maintain and keep in
good repair the said heating equipment and to  make any necessary replacement of
said heating equipment.

02.(h) That it will  promptly comply with all requirements of the local Board of
Health,  Police, Fire Department and insurance or fire underwriters and all
other authorities having jurisdiction over the demised Premises  respecting the
manner in which it uses or maintains the said  premises.

02.(i) The Tenant shall pay to the Landlord as additional rent its
proportionate share of the general operation and maintenance costs of  the lands
and building of which the Premises form a part during the  term of this lease.
For the purposes of this lease general operation

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and maintenance costs means all costs, charges and expenses incurred,  approved,
or attributed by the Landlord to operate, service, maintain,  clean, supervise,
police, replace and repair, and keep in good order  and safe condition the lands
and the buildings of which the demised  premises form a part, including, without
limiting the generality of  the foregoing, all costs arising from the
maintenance of all areas,  facilities and installations used in common with
other tenants, all  exterior maintenance, landscaping, snow and ice removal,
costs of all  utilities not paid separately by the Tenant pursuant to the
provisions  hereof, janitorial services provided or arranged by the Landlord,
and  the reasonable management and administrative service costs and fees
incurred or invoiced by the Landlord in connection with the general  operation
and maintenance of the lands and buildings, but excluding  those items or costs
pertaining to the Landlord's income taxes,  payments on account of any financing
respecting the lands, leasing  commissions, and repairs of a capital nature so
categorized in  accordance with generally accepted accounting principles. The
expression ''all areas, facilities and installations used in common  with other
tenants'' as used in this lease shall include, without  limiting the generality
of the foregoing, the parking areas, roads,  pedestrian sidewalks and ways,
landscaped areas, exterior ramps and  stairways and exterior common signs and
lighting. Landlord will at the  commencement of this lease and thereafter as
soon as practical after  the commencement of each financial year, estimate the
Tenant's proportionate share of the cost of  maintaining and operating the
common areas and the Tenant agrees to  pay one-twelfth ( 1/12th) of the amount
in accordance with such  estimates at the times at which rent is payable
hereunder. Such charge  may be adjusted from time to time during the term of
this lease by the  Landlord giving notice in writing to the Tenant. The Tenant's
proportionate share shall be in proportion that the demised area of  the
Premises bears to the total leasable area of the buildings erected  on the lands
described in Schedule''B'' attached hereto. Within one  hundred and twenty days
(120) days after the end of each financial  year the Landlord shall furnish to
the Tenant a statement of the  Landlord 's actual general operation and
maintenance costs during such  financial year showing in reasonable detail the
information relevant  and necessary to the calculation and determination of
these amounts  and the amounts thereof payable by the Tenant in accordance with
this  Clause 2(i) . Appropriate adjustments with respect to the Tenant's  share
of the general operation and maintenance costs shall be made  between the
parties, if necessary, within fourteen (14) days after  receipt of such
statement by the Tenant. The Tenant may, during the  six (6) months immediately
following the end of any financial year, at  its sole expense, inspect, subject
to the inspection being reasonable  in all the circumstances, any record kept or
held by the Landlord of  the costs or expenses claimed by the Landlord under
this Clause 2(i)  for such period and the Landlord agrees to make its said
records  available accordingly to the Tenant, PROVIDED ALWAYS that such right
of inspection and any right of the Tenant to question the amount or  allocation
of the general operation and maintenance costs for any  financial year shall
cease and determine upon the expiration of the  aforesaid six (6) months
following the end of such financial year.


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For  the purposes of this clause ''financial year'' means a twelve ( 12)  month
period from time to time determined by the Landlord with  concurrence of the
Department of Revenue, Canada Taxation, at the  termination of which period the
Landlord's books are balanced for  auditing and/or taxation purposes.

02.(j) The Tenant covenants not to carry  on or suffer or permit to be carried
on any business or occupation  that shall be deemed a nuisance or which shall be
offensive or any  annoyance to the Landlord to ary of its tenants occupying the
building  or which shall be in violation of any present or future environmental
legislation and not to commit or suffer or permit to be committed any  kind of
nuisance or offensive acts and not allow any refuse, garbage  or objectionable
material to accumulate in or about the building,  yards or passages of the said
premises, and will at all times keep the  demised premises in clean and
wholesome condition, and provide and be  responsible for all janitorial services
to the demised premises.

02.(k) And  the Tenant further covenants with the Landlord that notwithstanding
anything contained in the Landlord and Tenant Act and amendments  thereto, the
Tenant will not assign or sublet, or in any other way  part with possession of
all or part of the Premises without prior  written consent of the Landlord, and
that the Landlord in its sole and  uncontrolled discretion shall be entitled to
refuse such consent,  acting reasonably, and the Tenant hereby waives and
renources the  benefit of any present or future statute containing provision or
provisions to the contrary. If the Tenant is a corporation any  transfer or
distribution of shares in any manner whatsoever which has the  result of
changing the identity of the persons controlling the tenant  corporation shall
be considered to be an assignment of the lease and  subject to the Landlord's
prior consent in the aforesaid manner.

02.(l)  That the Tenant will during the currency of these presents fully  comply
with all laws, regulations and bylaws whether by Federal,  Provincial, Municipal
or other authority applicable to the demised  Premises.

03.  The Tenant further covenants with the Landlord as follows:

03.(a)  Proviso for re-entry by the said Landlord on non-payment of rent or
non-performance of covenants.

03.(b)  That the tenant will pay in the proportion that the area of the
Premises bears to the total leasable building area, as additional rent  all
premiums with respect to insurance against loss or damage by fire  on the
buildings, improvements and equipment on, in or appurtenant to  the demised
Premises, to be placed by the Landlord in accordance with  the Landlord's
standard insurance requirements and in any amount  sufficient to prevent
Landlord and Tenant from becoming co-insurers  under provisions of applicable
policies of insurance, but in any event  in an amount not less than one hundred
per cent (100%) of the  replacement value thereof. All insurance coverage to be
placed by the  Landlord under this paragraph shall exclude the exercise of any
claim  of the insurers against the Tenant by subrogation, or shall name both

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Landlord and Tenant as insureds, as their interests may appear. Such  insurance
policy shall contain all standard extended and supplemental  coverage clauses of
such insurance company which are applicable to the  demised premises.

Tenant will pay as additional rent the amount of  such increases in insurance
premiums of the whole building of which  the demised Premises are a part, if
such increase is caused by the  Tenant,s operations in or use of the demised
premises.

The Tenant  covenants that nothing will be done or omitted to be done whereby
any  policy of insurance shall be cancelled or the premises rendered
uninsurable. And the Tenant will provide the Landlord with a  Certificate of
Liability Insurance covering Tenant and Landlord which  shall contain a ''cross
liability'' or ''severability of interests''  clause so that the Landlord and
the Tenant shall be insured in the  same manner and to the same extent as if
individual policies had been  issued to eaclh in respect of the demised Premises
and its operations  therein to the extent of not less than ONE MILLION DOLLARS
($1,000,000.00) inclusive of all injuries or death to persons and damage  to
property of others arising from any one occurrence.

03.(c) Before making  any change or alteration to the Premises the Tenant shall
obtain the  approval of the Landlord in writing to the plans and specifications
of  such intended alteration and will make the alteration in such manner  as the
Landlord shall direct. At the termination of this lease, all  alterations,
additions and improvements except fixtures, machinery and  equipment used by the
Tenant in its business, which were put in at the  expense of the Tenant, shall
be the property of the Landlord and  shall remain upon and be surrendered with
the Premises as part thereof, subject to any exceptions authorized by the
Landlord, and in  such removal by the Tenant of its fixtures, machinery and
equipment  the Tenant shall do no damage to the said Premises or shall make good
any damage which may be occasioned thereto.

03.(d)  That the Tenant will not remove any goods or chattels of any kind from
the Premises until all rent due or to be come due under this lease  during the
term herein provided for all rates or charges which the  Tenant may incur in
connection with the Premises for electric or other  public services are fully
paid, and should the Tenant remove its goods  and chattels from the demised
Premises without full payment having  been made, all such rent, rates and
charges shall immediately become  due and payable and the Landlord may follow
the goods and chattels for  thirty days in the same manner as is provided for in
the Act  respecting fraudulent and clandestine removal of goods.

03.(e) To allow the  Landlord, its servants, workmen or agents to enter into and
upon the  demised Premises or any part thereof at any reasonable time for the
purpose of examining the Premises or for the purpose of making such  repairs or
alterations in or to the said Premises and the Landlord 's  equipment as the
Landlord may see fit to make and also for the purpose  of repairing any
adjoining or contiguous premises.

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 03.(f) And that the Tenant will leave the Premises in good repair, reasonable
wear and tear and damage by fire, lightning and tempest only  excepted.

03.(g)  That the Tenant shall not erect any signs or plaques advertising its
business without the written approval of the Landlord, and that any  signs or
plaques so erected by the Tenant shall comply with all  municipal by-laws and
regulations.

03.(h)  That the Tenant shall pay the cost of its leasehold improvements and,
without restricting the generality of the foregoing to and including  all
alterations, changes in sprinkkler system, wiring, electrical  fixtures,
alterations or changes in heating system to the demised  premises, gas
installations, plumbing and washroom facilities and  installations.

03.(i)  To give to the Landlord prompt written notice of any accident to or
defect in the water pipes or other wires, or any defect known to the  Tenant
affecting the heating apparatus.

03.(j) The said Tenant covenants with  the said Landlord to permit the said
Landlord during the last three  (3) months of the currency of this lease, to
allow such person or  persons as it may be desirous of leasing the Premises at
the  expiration of this lease to visit and inspect the same at all  reasonable
times.

03.(k)  The Landlord shall not be liable for any damage to any property at any
time in such premises or building from water works, steam, water, rain  or snow
which may leak into, issue of flow from any part of the said  building of which
the Premises hereby leased are a part, or from the  water, steam or drainage
pipes or plumbing works of the same or from  any other place or quarter of for
any damage caused by or attributable  to the condition or arrangement of any
electric or other wiring.

03.(l)  That the rules and regulations in regard to the said building attached
to this lease, and all future rules  and regulations (if any) if which the
Tenant shall be notified, shall,  during the term hereby demised, be in all
respects observed and  performed by the Tenant, and by its employees, and shall
be deemed  incorporated in and form part of these presents.

03.(m)  Not to do or suffer any waste or damage, disfiguration or injury to  the
Premises or the fixtures and equipment therein or permit or suffer  any
overloading of the floors thereof; and not to use or permit the  use of any part
of the Premises for any dangerous, noxious or  offensive trade or business and
not to cause or maintain any nuisance  on the premises.

03.(n)  To indemnify and save harmless the Landlord against and from any and
all claims by or on behalf of any person or persons, firm or firms,  corporation
or corporations or any government agency arising from the  conduct of any work
by or through any act of negligence of the Tenant  or any assignee, subtenant,
agent, contactor, servant, employee or

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licensee of the Tenant, and against and from all costs, counsel fees,  expenses
and liabilities incurred in or about any such claim or action  or proceeding
brought thereon, including any costs, suits, claims or  actions brought as a
result of the nonobservance of any present or  future environmental legislation
on the part of the Tenant or of those  for whom the Tenant is responsible
hereunder. Such indemnification  shall survive the term of this Lease or any
extensions thereof.

03.(o)  That all loading and unloading of merchandise, supplies, materials,
garbage and other chattels shall be effected only through or by means  of such
doorways or corridors as the Landlord shall designate.

04. Subject to the proviso for re-entry by the Landlord on non-payment of  rent
or on non-performance of covenants the Landlord covenants with  the Tenant for
quiet enjoyment.



 05. IT IS EXPRESSLY understood and agreed between the Landlord and the Tenant
as follows:

05.(a)  That the Tenant waives and renounces the benefit of any present or
future act of the Legislature of Ontario taking away or limiting the  Landlord
's right of distress, and agrees with the Landlord that,  notwithstanding any
such Act, the Landlord may seize upon and sell all  the Tenant's goods and
chattels for payment of rent and costs as it  might have done if such Act had
not been passed.

05.(b) The Landlord shall  not in any event whatsoever be liable for or
responsible in any way  for any injury or death to any person. The Landlord
shall not be  responsible in any way for injury to any person or for any loss of
or  damage to any property belonging to the Tenant or to the employees,
invitees or licensees of the Tenant while such person or property is  in or
about the building of which the demised Premises forms a part of  any truckways,
platforms or corridors in connection therewith,  including (without limiting the
foregoing) any loss of or damage of  any such property caused by theft or
breakage, or by steam, water,  rain or snow which may leak into, issue or flow
from any part of the  said building or any adjacent or neighbouring lands or
premises or  from the water, steam or drainage pipes or plumbing works of the
same  or from any other place or quarter or for any loss or damage caused  by or
attributable to the condition or arrangement  of any electrical or other wiring
or for any damage caused by  anything done or omitted to be done by any other
tenant of the said  building or for any other loss whatsoever of the Tenant with
respect  to the demised Premises and/or the business of the Tenant carried on
therein. The Tenant covenants to indemnify the Landlord against and  from all
loss, costs, claims or demands in respect of any injuries,  loss or damage
referred to in this paragraph.

05.(c)  That if and whenever the rent hereby reserved shall not be paid on the
day appointed for the payment thereof, or any part thereof shall be  unpaid for
five (5) days after any of the days on which the rent ought  to have been paid,
although no formal de m and shall have been

<PAGE>

made  therefor, or in any case of non-payment of any other sums which the
Tenant under any provision hereof has agreed to pay, or in case the  term hereby
granted shall be taken in execution or in case the Tenant  shall become
insolvent or bankrupt or make an assignment for the  benefit of its creditors or
if the Tenant shall do any act within  said building or elsewhere which shall
discredit the building or shall  not observe, perform and keep all and each of
the covenants,  provisions, stipulations and conditions, rules and regulations
herein  contained, to be observed and performed and kept by the Tenant, of
which breach the judgment of the Landlord in respect of the same shall  be
conclusive and binding on the Tenant, or if the Tenant attempts to  move its
furniture or other belongings out of the building or  buildings, of if the
Tenant vacates or abandons the Premises the full  amount of the current month's
rent and the next three month's rent  shall immediately become due and payable,
and the Landlord may  immediately distrain for the same together with any
arrears then  unpaid, and the said term shall immediately, at the option of the
Landlord, become forfeited and determined, and the Landlord may,  without notice
or any form of legal process, forthwith enter upon and  retake possession of the
said lands and Premises and remove the  Tenant's effects therefrom, any statue
or law to the contrary  notwithstanding.

05.(d)  The Tenant reserves all its rights, title and interest in and to its
trade fixtures, machinery and equipment and the Landlord hereby waives  all its
rights, title and interest in and to the trade fixtures,  machinery and
equipment at the expiration of this lease and agrees  that the Tenant may remove
its said fixtures, machinery and equipment,  provided such removal may be and is
done without injury to the said  Premises and that there are no arrears of rent
owing hereunder.  Provided, however, that at the expiration of this lease all
alterations, improvements and additions made on the Premises by the  Tenant at
its own expense, shall at the option of the Landlord, be  left on the Premises
and become the property of the Landlord. Provided  further that the Tenant shall
not remove or carry away from the said  Premises in the building any plumbing,
heating or ventilating plant  or equipment or other building services.

05.(e) A waiver of the breach of any  covenant, condition or proviso herein
shall not be taken as a waiver  of any further breach of the same covenant,
condition or proviso.

05.(f)  It is expressly understood and agreed between the Landlord and Tenant
that there is no air conditioning provided for the demised Premises  unless such
equipment was present in the Premises at the commencement  of the Lease or was
installed as a leasehold improvement by  special agreement between the Landlord
and the Tenant.

 05.(g) That if the Tenant shall continue to occupy the demised Premises after
the expiration of this lease, with or without the consent of the  Landlord, and
without any further written agreement, the Tenant shall  be a monthly Tenant at
a monthly rental herein reserved and otherwise  on the terms and conditions
herein set forth, except as to the length  of tenancy.

<PAGE>

05.(h)  The above powers may be exercised whether legal demand for the rent  has
been made or not. Provided that notwithstanding anything  hereinbefore
contained, the LandIord 's right of re-entry hereunder  for non-payment of rent,
non-performance of covenants, seizure or  forfeiture of the said term shall
become exercisable immediately upon  such default being made. Provided further
that upon such re-entry by  the Landlord under the terms of this paragraph or
any other provision  or provisions of this lease, the Landlord may in addition
to any other  remedies to which the Landlord may be entitled, at its option, at
any  time and from time to time re-let the demised Premises or any part or
parts thereof for the account of the Tenant or otherwise and receive  and
collect the rents therefor, applying the same first to the  payments of such
expenses as the Landlord may have incurred in  recovering possession of the
demised Premises including the legal  expenses and solicitor's fees and for
putting the same into good order  or condition or preparing or altering the same
for re-rental and all  other expense, commissions and charges paid, assumed or
incurred by  the Landlord in or about reletting the Premises and then to the
fulfilment of the covenants of the Tenant hereunder. Any such  re-letting herein
provided for may be for the remainder of the term as  originally granted or for
a longer or shorter period. In any case and  whether or not the demised Premises
or any part thereof be re-let, the  Tenant shall pay to the Landlord the rental
hereby reserved and all  other sums required to be paid by the Tenant up to the
time of the  termination of this lease or of recovery of possession of the
demised  Premises by the Landlord, as the case may be, and thereafter, the
Tenant covenants and agrees, if required by the Landlord, to pay to  the
Landlord until the end of the term of this lease the equivalent of  the amount
of all the rentals hereby reserved and all other sums  required to be paid by
the Tenant hereunder, less the net avails of  re-letting, if any, the same shall
be due and payable by the Tenant to  the Landlord on the days herein provided
for rental, that is to say,  upon each of the days herein provided for payment
of rental, the  Tenant shall pay to the Landlord the amount of the deficiency
then  existing.

05.(i)  It is the intention of this lease that the said rentals herein  provided
to be paid shall be net to the Landlord and clear of all  taxes (except
Landlord's income taxes) cost and charges arising from  or relating to the
demised Premises and that Tenant shall pay all  charges, impositions, expenses
of every nature and kind relating to  the demised Premises and Tenant covenants
with the Landlord  accordingly.

05.(j)  Landlord declares that it may assign its rights under this lease to a
Lending Institution as collateral security for a loan to Landlord and  in the
event that such an assignment is given and executed by  Landlord, and
notification thereof is given to Tenant by or on behalf  of Landlord, it is
expressly agreed between  Landlord and Tenant that this lease shall not be
cancelled or modified  for any reason whatsoever except as provided for,
anticipated or  permitted by the terms of this lease or by law, without the
consent in  writing of such Lending Institution.

05.(k)  The Tenant shall attorn to any mortgagee or chargee of the lands and
shall postpone and subordinate the lease to any mortgagee or

<PAGE>

chargee  of same, and shall furnish any mortgagee or chargee with a  certificate
as to the status of the lease from time to time.

05.(l)  It is understood and agreed that the Tenant shall not use the said
Premises for any of the following purposes: Cement manufacturing,  stone
crushing, explosive manufacturing, glue factory, rendering  plant, or abattoir
or any other operation or undertaking comparably  noxious, obnoxious or dust
producing.

05.(m) The LandIord shall provide to the Tenant automobile parking space  during
normal business hours only on the parking area located outside  the building, as
designated by the Landlord, or any other space or  area as designated by the
Landlord from time to time, and that the  Tenant shall comply with such
reasonable regulations with respect to  parking as shall from time to time be
set out, and notified to the  Tenant by the Landlord.

05.(n)  It is further understood and agreed between the parties hereto that  the
Tenant shall drape, in accordance with the Landlord 's  specifications, all
windows of the Premises, and shall comply with  such reasonable regulations with
respect to the draping of the  windows as shall from time to time be set out and
notified to the  Tenant by the Landlord.

05.(o)  The Tenant shall pay as additional rent interest on any overdue  charges
or amounts owing as provided by the terms of the lease at the  rate of two
percentum (2%) per month to date of payment.

05.(p)  The Tenant shall be responsible for the maintenance and replacement of
all glass windows of the Premises without restricting the generality  of the
foregoing, including all plate glass windows.

05.(q)  The Tenant covenants with the Landlord that it shall promptly pay all
charges incurred by it for any work, materials or services that may be  done,
supplied or performed in respect to the Premises and shall  forthwith discharge
any lien at any time filed against and keep the  lands and premises of which the
leased Premises form a part, free from  liens and in the event that the Tenant
fails to do so, the Landlord  may but shall be under no obligation to pay into
court the amount  required to obtain a discharge of any such lien in the name of
the  Tenant and any amount so paid together with disbursements and costs in
respect of such proceedings on a solicitor and client basis, shall be  forthwith
due and payable by the Tenant to the Landlord as additional  rent.

05.(r)  If and whenever during the Term of this Lease the Premises or the
building in which the Premises is situate (the''Building'') is  destroyed or
damaged (either partially or totally) by any cause  whatsoever, the Tenant shall
give the Landlord written notice within  two (2) days after Tenant becomes aware
of such event and then the  Landlord shall, within 15 days after such damage or
destruction, reach  a decision as to how much time will reasonably be required
to repair  such damage and destruction and restore the Building. Provided that
if the damage or  destruction is such that, in the opinion of the Landlord
acting  reasonably, the Building or any part thereof cannot be restored

<PAGE>

with  reasonable diligence within 60 days of the happening of such event'  then
this Lease shall at the sole option of the Landlord terminate.

05.(s) Any notice given in connection with this Lease shall be given in  writing
mailed by prepaid registered mail addressed to the parties at  the following
addresses, or such other addresses as the parties may  designate by notice in
writing given in accordance with this  paragraph. Any notice so given shall be
considered to have been  received three (3) business days following mailing of
same by prepaid  registered mail.

 THE LANDLORD: CCF PROPERTY MANAGEMENT
 121 Richmond St. West, Ste.  1103
Toronto, Ontario.
 M5H 2K1

 THE TENANT: NAVTECH SYSTEMS SUPPORT lNC
 550 Parkside Drive, Unit  A1
Waterloo, Ontario
N2L 5V4

05.(t)  Words importing the singular number only shall include the plural and
vice versa, and words importing the masculine gender shall include the  feminine
gender and words importing persons shall include firms and  corporations and
vice versa.

05.(v) Any and all sums of money payable to the  Landlord shall constitute rent
or additional rent.

05.(w)  All of the provisions of this Lease are to be construed as covenants
and agreements. If any provision of this Lease is illegal or  unenforceable it
shall be considered separate and severable from the  remaining provisions of
this Lease, which shall remain in force and be  finding as though the said
provision had never been included.

06.  PROVIDED that the Tenant has duly performed each and every of its
covenants herein contained, the Tenant shall have the right to renew  this Lease
for a further term of five years from the expiration of the  term hereof, by
notice in writing to the Landlord given no less than  four (4) months and no
more than six (6) months prior to the date of  expiration hereof, upon the same
terms and conditions except for the  rent which shall be based upon the fair
market base rent for  comparable premises in the immediate geographic area.

 THIS INDENTURE and everything herein contained shall extend to and  bind and
enure to the benefit of the respective heirs, executors,  administrators,
successors and assigns (as the case may be) and each  and every of the parties
hereto, subject to the consent of the  Landlord being obtained as hereinbefore
provided to any assignment of  sublease by Tenant, and where there is more than
one Landlord or  Tenant or where the Landlord or Tenant is a male, female or a
corporation, the provisions herein shall be read with all grammatical  changes
thereby rendered necessary. All covenants being contained  shall be deemed joint

<PAGE>

and several and all rights and powers reserved  to the Landlord may be exercised
by either Landlord or its agents or  representatives.

SCHEDULE "B"
(Weber-Parkside Business Centre, 550 Parkside Drive, Waterloo)

ALL AND SINGULAR that certain parcel or tract of land and premises, situate,
lying and being in the City of Waterloo, in the Regional Municipality of
Waterloo (formerly in the County of Waterloo) and in the Province of Ontario,
being composed of Lot Number 11, in the German Company Tract, in the said City
of Waterloo, and designated as Parts 2, 3, 4, and 5, on Plan 58R-2338 and Parts
1 and 2, on Plan 58R-2428;
SUBJECT to an easment in favour of the City of Waterloo, as described in
instrument No. 508167, and being composed of Part of Lot Number 11, in the
German Company Tract, in the said City of Waterloo, and designated as Parts 1, 2
and 3, on Plan 58R-2338;
SUBJECT to an easment in favour of the City of Waterloo, as described in
instrument No. 641189, and being composed of Part of Lot Number 11, in the
German Company Tract, in the said City of Waterloo, and designated as Parts 1, 2
and 3, on Plan 58R-2338;
SUBJECT to an Agreement in favour of the City of Waterloo, as described in
instrument No. 625067, and being composed of part of Lot 11, in the German
Company Tract, in the said City of Waterloo, and designated as Parts 2, 3, 4 and
5, on Plan 58R-785, and Parts 1, 2, 2, 4 and 5, on Plan 58R-2338.

RULES AND REGULATIONS

(1) The sidewalks, entrances and common areas shall `not be obstructed by any
Tenant or used by any Tenant for any other purpose than for ingress and egress
to and from its respective premises and no Tenant shall place or allow any
wastepaper, dust, garbage, refuse, or anything whatever that shall tend to make
then appear unclean or untidy, except sidewalk sales.

(2) No Tenant shall bring or keep anything in the demised premises which will in
any way increase the rate of fire insurance on the building, or on property kept
therein, or do or permit anything to be done which will conflict with the laws
relating to fires, or with the regulations of the fire department, or with any
insurance policy upon the building, or any part thereof, or which will conflict
with any of the rules or ordinances of the Board of Health or with any statute
or any municipal by-law.

(3) The Landlord hsll have the right to enter any of the demised premises at
reasonable hours during the day to examine the same or to make such repairs and
alterations as it shall deem necessary for the safety and preservation of the
building, and also exhibit the demised premises to be let, and put upon them the
usual notice "For Rent", during the three months previous to the expiration of
the lease of the demised premises.

(4) No animals shall be kept in or about the demised premises.

<PAGE>

(5) If the Tenant desires telegraph or telephone, call Bell or other private
signal connections, the Landlord reserves the right to direct the electricians
or workmen as to where and how the wires are to be introduced, and without such
directions, no boring or cutting of wires shall take place. No other wires of
any kind shall be introduced without the consent of the Landlord.

(6) No one shall use the demised premises for sleeping apartments or residential
purposes.

(7) The Tenant shall give the Landlord prompt written notice of any accident or
any defect in the water pipes, heating apparatus, telephone or electrical light,
or other wires in any part of the building.

(8) Any alterations, additions or changes made during the currency of this
lease, shall, if made at the request of the Tenant, be done at the expense of
the Tenant, and shall be subject to the approval and direction of the Landlord.

(9) The Landlord shall not be liable for any damage to any property at any time
on the demised premises, nor for the theft of any property not shall it be
liable for any escape or leakage of smoke, gas, water, rain or snow, howsoever
caused, nor for any accident to the property of the said Tenant.

(10) No outside storage shall be permitted without the written consent of the
Landlord, with the exception of waste containers which will be standardized for
all tenants with the usage individually invoiced to tenants.

(11) The Landlord shall provide to the Tenant automobile parking space during
normal business hours only on the parking area located outside the building, as
designated by the Landlord, or any other space or area as designated by the
Landlord from time to time, and that the Tenant shall comply with such
reasonable regulations with respect to parking as shall from time to time be set
out, and notified to the Tenant by the Landlord.

(12) The Tenant shall drape in accordance with the Landlord's specifications,
all windows, and shall comply with all reasonable regulations with respect to
the draping of windows as shall from time to time be set out and notified to the
Tenant by the Landlord.

(13) The Tenant shall not erect any signs or plaques without written approval of
the Landlord.