SUBSCRIPTION AGREEMENT

     SUBSCRIPTION  AGREEMENT made as of June 15, 2001 between  NAVTECH,  INC., a
Delaware  corporation  (the  "Company"),   and  NET  MUTATION  S.A.,  a  Belgium
corporation (the "Subscriber").

     WHEREAS, the Company desires to issue to the Subscriber, and the Subscriber
desires to acquire from the Company,  an  aggregate  of three  hundred  thousand
(300,000) shares of Common Stock, $.001 par value per share, of the Company (the
"Shares"), upon the terms set forth herein.

     WHEREAS,  in contemplation of this Subscription  Agreement,  the Company is
loaning to EASY FLYING S.A., a French  corporation,  an amount which is equal to
50% of the  aggregate  price  received by the  Company  from the  Subscriber  in
execution hereof.

     NOW, THEREFORE,  for and in consideration of the mutual representations and
covenants hereinafter set forth the parties hereto do hereby agree as follows:

1.   Subscription for Shares.

     1.1  Subject  to the  terms  and  conditions  hereinafter  set  forth,  the
Subscriber  hereby  irrevocably  subscribes  for and agrees to acquire  from the
Company,  and the  Company  agrees to sell to the  Subscriber,  the  Shares at a
purchase price of one dollar ($1.00) per share or an aggregate purchase price of
three   hundred   thousand   ($300,000).   The   purchase   price   is   payable
contemporaneously  herewith  by wire  transfer to an account  designated  by the
Company. The certificate  evidencing the Shares purchased by the Subscriber will
be delivered by the Company to the Subscriber as soon as  practicable  following
the execution hereof.

2.   Representations by Subscriber.


     The Subscriber  understands  and agrees that the Company is relying and may
rely upon the following representations and warranties made by the Subscriber in
entering into this Agreement:

     2.1 The Subscriber recognizes that the acquisition of the Shares involves a
high degree of risk and is suitable only for a subscriber of adequate  financial
means that has no need for  liquidity in this  investment in that (i) it may not
be  able  to  liquidate  its   investment  in  the  event  of  emergency;   (ii)
transferability is extremely limited; and (iii) it could sustain a complete loss
of its investment.

     2.2 The  Subscriber  represents  and  warrants  that the  Shares  are being
acquired for its own account, for investment purposes and not with a view to any
distribution  within the meaning of the  Securities Act of 1933, as amended (the
"Securities  Act").  The Subscriber  will not sell,  assign,  mortgage,  pledge,
hypothecate,  transfer or  otherwise  dispose of any of the Shares  unless (a) a
registration  statement  under the  Securities  Act with  respect  thereto is in
effect and the prospectus  included therein meets the requirements of Section 10
of the Securities  Act, or (b) the Company has received a written opinion of its
counsel that, after an  investigation of the relevant facts,  such counsel is of
the  opinion   that  such   proposed   sale,   assignment,   mortgage,   pledge,
hypothecation,  transfer or disposition does not require  registration under the
Securities  Act. The  Subscriber  consents  that the Company may, if it desires,
permit the  transfer of the Shares by the  Subscriber  out of its name only when
its request for transfer is accompanied by an opinion of counsel satisfactory to
the Company  that the  proposed  transfer  does not result in a violation of the
Securities  Act. The Subscriber  agrees to be bound by any  requirements  of the
Securities  Act. The Subscriber  agrees to hold the Company and its  controlling
persons and their  respective  heirs,  representatives,  successors  and assigns
harmless  and to  indemnify  them  against all  liabilities,  costs and expenses
incurred by them as a result of any sale or  distribution  by the  Subscriber in
violation of any securities laws or any misrepresentation herein.

     2.3 The  Subscriber  represents  and warrants  further that (a) it has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of the acquisition of the Shares; (b) it is able
to bear the economic  risks of an investment in the Shares,  including,  without
limitation,  the  risk of the  loss of  part  or all of its  investment  and the
inability to sell or transfer the Shares for an indefinite  period of time;  (c)
it has adequate financial means of providing for current needs and contingencies
and has no need for liquidity in its  investment in the Shares;  and (d) it does
not have an overall  commitment to investments which are not readily  marketable
that is excessive in proportion to its net worth and an investment in the Shares
will not cause such overall commitment to become excessive.

     2.4 The Subscriber has reviewed the Company's  Annual Report on Form 10-KSB
for the fiscal year ended October 31, 2000 (the "2000 Form  10-KSB"),  Quarterly
Report on Form 10-QSB for the fiscal period ended January 31, 2001,  any and all
other filings made by the Company with the  Securities  and Exchange  Commission
(the "SEC") since the filing of the 2000 Form 10-KSB,  and has been afforded the
opportunity  to  obtain  such  information  regarding  the  Company  as  it  has
reasonably  requested to evaluate the merits and risks of its  investment in the
Shares.  No oral or written  representations  have been made or oral information
furnished to the Subscriber or its advisers in connection with the investment in
the Shares.

     2.5 The  Subscriber  represents  and  warrants  that the  Shares  are being
acquired,   and  will  be  held,  pursuant  to  Regulation  S  ("Regulation  S")
promulgated under the Securities Act. The certificate representing the Shares is
not to be delivered within the United States.  The Subscriber is neither a "U.S.
person" (as such term is defined in  Regulation  S) nor is acquiring  the Shares
for the account or benefit of a "U.S. person". The Subscriber  acknowledges that
Rule 902(o) of Regulation S defines a "U.S.  person"  generally as (a) a natural
person resident in the United States; (b) a partnership or corporation organized
or incorporated  under the laws of the United States; (c) an estate of which any
executor or administrator is a U.S. person;  (d) a trust of which any trustee is
a U.S. person; (e) an agency or branch of a foreign entity located in the United
States; (f) a non-discretionary account or similar account (other than an estate
or trust)  held by a dealer or other  fiduciary  for the benefit or account of a
U.S.  person;  (g) a  discretionary  account or similar  account  (other than an
estate or trust) held by a dealer or other fiduciary organized,  incorporated or
(if an  individual)  resident in the United  States;  and (h) a  partnership  or
corporation  if (I)  organized  or  incorporated  under the laws of any  foreign
jurisdiction;  and (II) formed by a U.S.  person  principally for the purpose of
investing in securities not registered  under the Securities  Act,  unless it is
organized or  incorporated,  and owned,  by accredited  investors (as defined in
Rule  501(a) of  Regulation  D under  the  Securities  Act) who are not  natural
persons,  estates or trusts.  The  Subscriber  agrees that the Shares may not be
offered  or sold in the United  States or to "U.S.  persons"  unless  registered
under the Securities Act or an exemption therefrom is available and that hedging
transactions  involving the Company's  securities may not be conducted unless in
compliance with the Securities Act.

     2.6  The  Subscriber  acknowledges  that  counsel  to the  Company  will be
relying,  and may rely,  upon the  foregoing in  connection  with any opinion of
counsel  given with regard to the issuance of the Shares to the  Subscriber  and
any subsequent transfer of the Shares by the Subscriber and agrees to advise the
Company  and its  counsel  in  writing  in the event of any change in any of the
foregoing.

     2.7 The  address  set  forth  below is the  Subscriber's  true and  correct
mailing address.

3.   Representations by the Company.


     The Company represents and warrants to the Subscriber as follows:

     3.1 The  Company is a  corporation  duly  organized,  existing  and in good
standing under the laws of the State of Delaware and has the corporate  power to
conduct its business.

     3.2 The  execution,  delivery  and  performance  of this  Agreement  by the
Company has been duly approved by the Board of Directors of the Company.

     3.3 The Shares have been duly and validly  authorized  and,  when issued in
accordance  with the  terms  hereof,  will be duly and  validly  authorized  and
issued, fully paid and non-assessable.

4.   Restriction on Disposition.

     In no event shall the  Subscriber  sell or  otherwise  transfer  any of the
Shares to any one or more  individuals  or entities who directly or  indirectly,
through one or more intermediaries, is a competitor of the Company.

5.   Notices to Subscriber.

     5.1 The Shares have not been  registered  under the Securities  Act, or the
securities laws of any state, and they are being offered and sold in reliance on
exemptions  from the  registration  requirements  of the Securities Act and such
laws.  The Shares have not been  approved or  disapproved  by the SEC, any state
securities  commission  or  other  regulatory  authority,  nor  have  any of the
foregoing  authorities  passed upon or endorsed the merits of the offering.  Any
representation to the contrary is unlawful.

     5.2 The Shares are subject to  restrictions on  transferability  and resale
and may not be  transferred  or resold except as permitted  under the Securities
Act, and applicable state securities laws, pursuant to registration or exemption
therefrom.  The  Subscriber  should be aware that it may be required to bear the
financial risks of this investment for an indefinite period of time.

6.   Investment Restrictions.

     6.1 The Subscriber acknowledges that there is limited public market for the
Shares.  The  Subscriber   understands  that,  absent   registration  under  the
Securities  Act, the Shares may only generally be publicly sold pursuant to Rule
144 (the "Rule") promulgated under the Securities Act. The Rule permits, subject
to all of its terms and  conditions,  the public resale (in limited  amounts) of
securities  acquired  in  non-public  offerings  without  having to satisfy  the
registration   requirements  of  the  Securities  Act.  The  Subscriber  further
understands that the Company makes no representation  or warranty  regarding its
fulfillment  in the future of any reporting  requirements  under the  Securities
Exchange  Act of 1934,  as amended,  or its  dissemination  to the public of any
current  financial or other  information  concerning the Company,  which in most
circumstances  is  required  by  the  Rule  as  one  of  the  conditions  of its
availability. The Subscriber recognizes that, notwithstanding the existence of a
public market for the Shares, it may not be able to take advantage of the resale
provisions  of the Rule and may be unable to  publicly  offer or sell any of the
Shares.

7.   Miscellaneous.

     7.1 Any  notice  or other  communication  given  hereunder  shall be deemed
sufficient if in writing and hand delivered or sent by first class mail, postage
prepaid,  or  overnight  mail,  addressed to the  Company,  c/o Navtech  Systems
Support Inc., 175 Columbia Street West, Suite 102, Waterloo,  Ontario Canada N2L
5Z5,  Attention:  Corporate  Secretary,  and to the  Subscriber  at its  address
indicated on the last page of this  Agreement.  Notices  shall be deemed to have
been given on the date of mailing,  except  notices of change of address,  which
shall be deemed to have been given when received.

     7.2 This  Agreement  shall not be changed,  modified or amended except by a
writing  signed  by the  party  to be  charged,  and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

     7.3 This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and to their  respective  successors and assigns.  This Agreement
sets forth the entire agreement and understanding  between the parties as to the
subject  matter  thereof  and  merges  and  supersedes  all  prior  discussions,
agreements and understandings of any and every nature between them.

     7.4 This Agreement and its validity,  construction and performance shall be
governed in all  respects by the laws of the State of  Delaware,  applicable  to
agreements to be performed wholly within the State of Delaware.

     7.5 This Agreement may be executed in counterparts.  Upon the execution and
delivery of this  Agreement by the  Subscriber,  this  Agreement  shall become a
binding  obligation of the  Subscriber  with respect to the  acquisition  of the
Shares as herein provided.

     7.6  Only  upon  written  approval  and  acceptance  of  this  Subscription
Agreement by the Company shall the Company be obligated hereunder.

     7.7 All dollar amounts in this Agreement are United States dollars.

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<PAGE>


     IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the
aforementioned date.


                                            NET MUTATION S.A.
                                            12 place du jardin aux Fleurs,
                                            Brussels, 1000
                                            Belgium

                                            By:  /s/ Alain Mallart
                                               ---------------------------------

                                               ---------------------------------
                                               Name of Authorized Signatory

                                               ---------------------------------
                                               Title of Authorized Signatory





                                            Subscription Approved and Accepted:

                                            NAVTECH, INC.

                                            By: /s/ Duncan Macdonald
                                               ---------------------------------

                                               ---------------------------------
                                               Name of Authorized Signatory

                                               ---------------------------------
                                               Title of Authorized Signatory