PLEDGE AGREEMENT (the "Pledge  Agreement"),  entered into as June 29, 2001,
by and between  EASY FLYING  S.A.,  a France  corporation,  2 Rue Marcel  Doret,
Immeuble  Antares 31700 Blagnac,  France (the "Pledgor"),  and NAVTECH,  INC., a
Delaware  corporation,  c/o Navtech  Systems  Support Inc., 175 Columbia  Street
West, Waterloo, Ontario, Canada N2L 5Z5 (the "Pledgee").

                              W I T N E S S E T H:

     WHEREAS,  concurrently herewith, the Pledgor is borrowing USD $200,000 from
the  Pledgee  (the  "Loan")  and has  executed  and  delivered  to the Pledgee a
promissory note in the principal amount of the Loan (the "Promissory Note").

     WHEREAS, the Pledgor has agreed to pledge 100,000 shares of Common Stock of
the Pledgee (the "Pledged  Shares") to the Pledgee to secure  performance by the
Pledgor of its obligations under the Promissory Note (the "Obligations").

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Pledge and Grant of a Security  Interest.  The Pledgor hereby pledges to
the Pledgee, and grants to the Pledgee a security interest in, all of its right,
title  and  interest  in  and  to  the  Pledged  Shares,  as  security  for  the
Obligations.  The Pledgor has delivered  simultaneously herewith to the Pledgee,
and the Pledgee  hereby  acknowledge  receipt of,  certificates  evidencing  the
Pledged   Shares   registered   in  the  name  of  the  Pledgor  (the   "Pledged
Certificates"),  accompanied  by (a)  appropriate  stock  powers,  in  the  form
attached hereto as Exhibit A, endorsed by the Pledgor with signatures  medallion
guaranteed  (the  "Stock  Powers")  and (b) and a  corporate  resolution  of the
Pledgor  with  respect to the transfer of the Pledged  Shares,  with  signatures
medallion guaranteed. So long as any of the Obligations remain unsatisfied,  the
Pledged  Shares shall be held by and in the custody of the  Pledgee,  subject to
and in accordance with the terms and provisions hereof.

     2.  Representations  and Warranties of the Pledgor.  The Pledgor represents
and warrants as follows:

          (a) No consents of governmental and other regulatory agencies, foreign
or domestic,  or of other  parties are required to be received by or on the part
of the  Pledgor to enable it to enter into and  perform the Note and this Pledge
Agreement and the transactions contemplated thereby and hereby.

          (b) The  Pledgor  has the power to enter into the Note and this Pledge
Agreement and to carry out its  obligations  thereunder and hereunder.  The Note
and this Pledge  Agreement have been duly authorized by all necessary  action on
the part of the Pledgor and constitute the valid and binding  obligations of the
Pledgor, enforceable in accordance with their respective terms.

          (c) The  Pledged  Shares  are free and  clear of any and all  security
interests, liens, claims, pledges,  hypothecations and other encumbrances of any
kind whatsoever (collectively,  "Liens") and are duly and validly pledged to the
Pledgee in accordance with applicable law.


<PAGE>

          (d)  Neither  the  execution  and  delivery of the Note or this Pledge
Agreement nor  compliance by the Pledgor with any of the  provisions  thereof or
hereof nor the consummation of the transactions  contemplated thereby or hereby,
will:

               (i) violate or conflict with any provisions of the Certificate of
          Incorporation  or By-laws  or other  organizational  documents  of the
          Pledgor;

               (ii)  violate  or,  alone or with  notice or the passage of time,
          result  in the  breach  or  termination  of,  or  otherwise  give  any
          contracting party the right to terminate,  or declare a default under,
          the terms of any agreement,  understanding or arrangement to which the
          Pledgor is a party or by which any of its assets or properties  may be
          bound;

               (iii)  violate  or  conflict  with any order,  decree,  judgment,
          injunction or award  against,  or binding upon,  the Pledgor or any of
          its assets; or

               (iv) violate or conflict with any law or  regulation  relating to
          the Pledgor.

     3. Covenants.

          (a) The Pledgor  will defend the  Pledgee's  security  interest in the
Pledged  Shares  against the claims of any person,  firm,  corporation  or other
entity.

          (b) So  long as any of the  Obligations  remain  unsatisfied,  (i) the
Pledgor will not sell, assign,  transfer,  dispose of, pledge or encumber in any
manner  any of the  Pledged  Shares,  or agree or attempt to do so, or suffer to
exist any Lien on the  Pledged  Shares,  except the lien of this pledge and (ii)
the Pledgor  shall,  upon  request of the  Pledgee,  furnish to the Pledgee such
stock powers, instruments of assignment and other instruments as may be required
by the Pledgee in order to permit or effect  transfer  of the Pledged  Shares in
accordance with the terms of this Pledge Agreement.

     4.  Events of  Default.  An Event of Default  under the Note or other event
pursuant to which any of the  Obligations  shall  become due and  payable  shall
constitute an event of default ("Event of Default") by the Pledgor hereunder.

     5. Rights of the Pledgor.  Unless and until an Event of Default  shall have
occurred:

          (a) The  Pledgor  shall be  entitled  to  exercise  all voting  powers
pertaining to the Pledged Shares.

          (b) The  Pledgor shall be entitled to receive and retain all dividends
and distributions (other than liquidating or extraordinary distributions) on the
Pledged Shares.  Liquidating and/or  extraordinary  distributions  shall be paid
directly to and shall be held by the Pledgee as  additional  collateral  pledged
under and subject to the terms of this Pledge Agreement.

     6. Rights of the Pledgee upon Default.  If an Event of Default shall occur,
the Pledgor agrees to the following:


<PAGE>


          (a) The  Pledgee  shall  have the right to immediately re-register the
Pledged Shares in such names as the Pledgee shall determine.

          (b) All dividends and other distributions of every character made upon
or in respect of the Pledged  Shares or any part thereof  shall be paid directly
to and shall be held by the Pledgee as additional  collateral  pledged under and
subject to the terms of this Pledge Agreement.

     7.  Remedies  of the  Pledgee  upon  Default.  In the  event of an Event of
Default,  the  Pledgee  shall have all of the rights and  remedies  afforded  to
secured  parties with respect to the Pledged  Shares as set forth in the Uniform
Commercial  Code  from  time to time in  effect  in the  State of New York  (the
"Code"),  as well as all  other  rights  and  remedies  granted  in this  Pledge
Agreement.  The Pledgee shall have the right upon any public sale or sales, and,
to the extent  permitted by law, upon any private sale or sales, to purchase the
whole or any part of the Pledged  Shares so sold.  The  Pledgee  shall apply any
proceeds  from time to time held by it and the net proceeds of any sale or other
disposition,  after  deducting all  reasonable  costs and expenses of every kind
incurred in respect  thereof or incidental to the care or  safekeeping of any of
the Pledged Shares or in any way relating to the Pledged Shares or the rights of
the Pledgee hereunder including, without limitation,  reasonable attorneys' fees
and disbursements of counsel to the Pledgee (provided that such costs, expenses,
and fees do not exceed a total amount of US$  10,000),  to the  satisfaction  in
whole or in part of the Obligations, in such order as the Pledgee may determine;
and only  after such  application  and after the  payment by the  Pledgee of any
other amount required by any provision of law,  including,  without  limitation,
Section 9-504 (1)(c) of the Code, need the Pledgee  account for the surplus,  if
any, to the  Pledgor.  To the extent  permitted by  applicable  law, the Pledgor
waives all  claims,  damages  and  demands it may  acquire  against  the Pledgee
arising out of the lawful  exercise by it of any rights  hereunder.  Neither the
Pledgee nor any of its successors or assigns shall be liable for failure to sell
or otherwise  dispose of the Pledged Shares or for any delay in doing so. If any
notice of a proposed sale or other  disposition  of the Pledged  Shares shall be
required by law, such notice shall be deemed  reasonable  and proper if given at
least ten (10) days before  such sale or other  disposition.  The Pledgor  shall
remain  liable  for  any  deficiency  if the  proceeds  of  any  sale  or  other
disposition  of  the  Pledged  Shares  are   insufficient  to  pay  all  of  the
Obligations.

     The  Pledgor  recognizes  that the Pledgee may be unable to effect a public
sale  of any or all  the  Pledged  Shares  by  reason  of  certain  restrictions
contained  in the  Securities  Act of 1933,  as amended,  and  applicable  state
securities  laws or  otherwise,  and may be  compelled  to resort to one or more
private sales thereof to a restricted  group of purchasers which will be obliged
to agree,  among other things,  to acquire such securities for their own account
for investment and not with a view to the  distribution or resale  thereof.  The
Pledgor  acknowledges and agrees that any such private sale may result in prices
and  other  terms  less  favorable  than if such  sale  were a public  sale and,
notwithstanding  such circumstances,  agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner.

     The  Pledgor  agrees to use its best  efforts to do or cause to be done all
such  other  acts as may be  necessary  to make such sale or sales of all or any
portion of the Pledged Shares  pursuant to this section valid and binding and in
compliance with any and all other applicable requirements of law.


<PAGE>


     8.  Termination of Agreement.  Upon (i) the Pledgor's  satisfaction  of the
Obligations  in full (at  which  time the  Pledgee  shall  deliver  the  Pledged
Certificates and the Stock Powers to the Pledgor), or (ii) the conclusion of the
actions contemplated by Section 7 hereof, this Pledge Agreement shall terminate.

     9. Miscellaneous.


          (a) This Pledge Agreement constitutes the entire agreement between the
parties  pertaining  to the subject  matter  hereof,  and  supersedes  all prior
agreements or understandings as to such subject matter.

          (b) No waiver of any of the  provisions of this Pledge Agreement shall
be deemed, or shall constitute, a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

          (c) No amendment or  modification  of this Pledge  Agreement  shall be
valid  unless  made  in  writing  and  signed  by the  person(s)  to be  charged
therewith.

          (d) This Pledge Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.

          (e) This Pledge  Agreement  shall be construed and interpreted and the
rights granted herein  governed in accordance  with the laws of the state of New
York, without giving effect to conflict of laws principles.

          (f) Each of the parties to this Pledge Agreement agrees to execute and
deliver any and all additional papers, documents and other assurances, and shall
perform any and all acts and things,  reasonably  necessary  to  effectuate  the
purposes and intents of this Pledge Agreement.

          (g)  This  Pledge   Agreement   may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed an original  and all of which shall
constitute one instrument.

          (h) All  notices or other  communications  or  deliveries  required or
permitted hereunder shall be sufficiently given if delivered by hand, or sent by
certified  mail  (return  receipt   requested,   postage   prepaid),   facsimile
transmission or overnight mail or courier, addressed as follows:

                  If to the Pledgor, at:

                  2 Rue Marcel Doret
                  Immeuble Antares
                  31700 Blagnac, France
                  Telecopier Number:  011 33 (0) 534 616 344



<PAGE>


                  With a copy to:

                  Foucaud, Tchekhoff, Pochet & Associes
                  1bis avenue Foch
                  75116 Paris - France
                  Telecopier Number:  33 1 45 00 08 19
                  Attention:  Antoine Tchekhoff

                  If to the Pledgee, at:

                  c/o Navtech Systems Support Inc.
                  175 Columbia Street West
                  Waterloo, Ontario, Canada N2L 5Z5
                  Telecopier Number:  (519) 747-1003

                  With a copy to:

                  Certilman Balin Adler & Hyman, LLP
                  90 Merrick Avenue
                  East Meadow, New York 11554
                  Attention: Fred Skolnik, Esq.
                  Telecopier Number: (516) 296-7111

or at such other address as any party or person shall designate by notice to the
other parties in accordance with the provisions hereof.

          (i) In the event that the Pledged  Shares or any  portion  thereof are
released  to the Pledgor and any  payments or proceeds of any  security  for the
Obligations,  or any part thereof, are subsequently invalidated,  declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy  law, state or federal or other
law, common law or equitable cause, then the Pledgor shall redeliver the Pledged
Shares and the Stock Powers to the Pledgee and, until so redelivered, shall hold
the  Pledged  Shares and the Stock  Powers as agent of,  and in trust  for,  the
Pledgee.

          (j)  If  any   provision   hereof  is   declared  to  be  invalid  and
unenforceable,  then,  to  the  fullest  extent  permitted  by  law,  the  other
provisions  hereof  shall remain in full force and effect and shall be liberally
construed  in favor of the Pledgee in order to carry out the  intentions  of the
parties hereto as nearly as may be possible.

          (k) The Pledgor hereby agrees that the courts of the State of New York
and of the United  States of America for the Eastern and  Southern  Districts of
New York shall have  exclusive  jurisdiction  over any matter  relating  to this
Pledge Agreement and the venue for any court or other proceeding shall be Nassau
County,  New York or New York County,  New York.  The Pledgor  hereby  expressly
submits to the personal  jurisdiction  and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such
courts are an inconvenient forum.


<PAGE>


     IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
date first above written.

                                              Pledgor:

                                              EASY FLYING S.A.


                                              By:/s/ Fabrice Turrel
                                              ----------------------------
                                                 Fabrice Turrel, President


                                              Pledgee:

                                              NAVTECH, INC.

                                              By:/s/ Dunacan Macdonal
                                              ----------------------------

                                              ----------------------------
                                              Name of Authorized Representative

                                              ----------------------------
                                              Title of Authorized Representative