STOCK OPTION AGREEMENT made as of the 11th day of December 2001 between NAVTECH,
INC., a Delaware corporation (the "Company"), and XXXXXXX (the "Optionee").

WHEREAS, the Optionee is a non-employee director of the Company;

WHEREAS,  the Company desires to provide the Optionee an additional incentive to
promote the success of the Company;

Now, therefore, in consideration of the foregoing, the Company hereby grants to
the Optionee the right and option to purchase shares of Common Stock of the
Company under and pursuant to the terms and conditions of the Company's 1999
Stock Option Plan (the "Plan") and upon the following terms and conditions:

I.   GRANT OF OPTION

     The  Company  hereby  grants to the  Optionee  the right  and  option  (the
     "Option")  to purchase up to Twenty Five  Thousand  (25,000)  shares of the
     Common Stock of the Company (the "Option Shares") as follows:

     i)   All or any part of six thousand two hundred fifty  (6,250)  commencing
          March 11, 2002 and  terminating at 5:00 P.M.,  EST,  December 11, 2011
          (the "Expiration Date").

     ii)  All or any part of six thousand two hundred fifty  (6,250)  commencing
          June 11,  2002 and  terminating  at 5:00 P.M.,  EST on the  Expiration
          Date.

     iii) All or any part of six thousand two hundred fifty  (6,250)  commencing
          September 11, 2002 and terminating at 5:00 P.M., EST on the Expiration
          Date.

     iv)  All or any part of six thousand two hundred fifty  (6,250)  commencing
          December 11, 2002 and  terminating at 5:00 P.M., EST on the Expiration
          Date.

II.  NATURE OF OPTION

     The  Options  granted  are not  intended  to  qualify as  "incentive  stock
     options" for purposes of Section 422 of the Internal  Revenue Code of 1986,
     as amended (the "Code").

III. EXERCISE PRICE

     The exercise price of each of the Option Shares shall be thirty-seven cents
     (US$0.37) (the "Option Price").

IV.  EXERCISE OF OPTIONS

     The Option shall be  exercised in  accordance  with the  provisions  of the
     Plan.  As soon as  practicable  after the receipt of notice of exercise and
     payment of the Option Price as provided for in the Plan,  the Company shall
     tender  to  the  Optionee   certificates  issued  in  the  Optionee's  name
     evidencing the number of Option Shares covered thereby.

V.   TRANSFERABILITY

     The  Option  shall not be  transferable  other  than by will or the laws of
     descent and distribution and, during the Optionee's lifetime,  shall not be
     exercisable by any person other than the Optionee.


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VI.  TERMINATION OF ASSOCIATION; CHANGE IN CONTROL

     (a)  To  the  extent  the  Option  becomes  exercisable,  it  shall  remain
          exercisable  in full or in part from time to time until the Expiration
          Date  notwithstanding  any subsequent  termination of  directorship or
          other  association with the Company or its subsidiaries for any reason
          whatsoever.

     (b)  In the event of a Change in  Control  (as  hereinafter  defined),  the
          Option shall become  immediately  exercisable in full and shall remain
          exercisable until the Expiration Date  notwithstanding  any subsequent
          termination of directorship or other  association  with the Company or
          any of its subsidiaries for any reason whatsoever.

     (c)  For  purposes  hereof,  a "Change in Control"  shall be deemed to have
          occurred  if the  conditions  set  forth  in any one of the  following
          paragraphs shall have been satisfied:

          (i)  any person or entity  (other  than a trustee  or other  fiduciary
               holding  securities under an employee benefit plan of the Company
               or an entity  owned  directly  or  indirectly  by the  holders of
               Common Stock of the Company in substantially the same proportions
               as  their  ownership  of  stock of the  Company),  or  group  (as
               provided for in Section  13(d)(3) of the Securities  Exchange Act
               of 1934, as amended (the "Exchange Act")) becomes the "beneficial
               owner" (as such term is defined in Rule 13d-3  promulgated  under
               the Exchange Act),  directly or indirectly,  of securities of the
               Company  representing  more  than  fifty  percent  (50%)  of  the
               combined   voting  power  of  the  Company's   then   outstanding
               securities;

          (ii) the Company sells or otherwise  disposes of all or  substantially
               all  (within  the  meaning  of  Section  280G of the Code and the
               proposed regulations thereunder) of the Company's assets; or

          (iii)the Company merges or consolidates  with any other entity,  other
               than pursuant to a merger or  consolidation  which results in the
               voting  securities of the Company  outstanding  immediately prior
               thereto continuing to represent (either by remaining  outstanding
               or by being  converted  into voting  securities  of the surviving
               entity),  at least fifty  percent  (50%) of the  combined  voting
               power of the voting  securities of the Company (or such surviving
               entity)   outstanding    immediately   after   such   merger   or
               consolidation.

VII. INCORPORATION BY REFERENCE

     The terms and conditions of the Plan are hereby  incorporated  by reference
     and made a part hereof.

VIII. NOTICES

     Any  notice  or  other   communication  given  hereunder  shall  be  deemed
     sufficient  if in  writing  and hand  delivered  or sent by  registered  or
     certified mail,  return receipt  requested,  addressed to the Company,  c/o
     Navtech  Systems  Support  Inc.,  175  Columbia  Street  West,  Suite  102,
     Waterloo,  Ontario, N2L 5Z5, Attention:  Chief Executive Officer and to the
     Optionee at the address  indicated  below.  Notices shall be deemed to have
     been  given on the date of hand  delivery  or  mailing,  except  notices of
     change of address, which shall be deemed to have been given when received.

IX.  BINDING EFFECT

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
     parties hereto and their respective legal  representatives,  successors and
     assigns.

X.   ENTIRE AGREEMENT

     This Agreement,  together with the Plan, contains the entire  understanding
     of the parties  hereto with respect to the subject matter hereof and may be
     modified only by an instrument executed by the party sought to be charged.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.

COMPANY:

Navtech, Inc.


BY: ________________________________
    David Strucke
    President and Chief Executive Officer


Optionee:


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Signature of Optionee
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Name of Optionee                            Address of Optionee