October 1, 1999


Mr. Douglas Robinson
Director
Skyplan Services Limited
1441 Aviation Park
Calgary, Alberta
T2E 8M7

Dear Douglas:

Re:      Forbearance and Continued Service

Skyplan Services Limited (the "Debtor") is currently indebted to Navtech Systems
Support  Inc.   ("Navtech")  in  the  approximate   amount  of  $95,000.00  (the
"Arrears"),  which  amount  has  accumulated  due to a  failure  to pay fees for
services  and  licensing.  This  letter is  intended  to form a legally  binding
agreement upon execution by Debtor.  This agreement  shall govern the conditions
under which Navtech will refrain from taking legal action for the  collection of
the Arrears, and setting forth the terms and conditions under which Navtech will
continue to provide services.

1.       Forbearance

         On the  first  day of each  calendar  month  for the  next  ensuing  24
         consecutive  months  beginning  November 1, 1999,  the Debtor shall pay
         $3,958.33,  without interest,  and so long as such payments are made on
         time,  the  Arrears  shall have been fully  repaid at the end of the 24
         month period.  Further,  immediately  upon execution of this Agreement,
         the Debtor will grant a promissory note (the "Promissory Note") for the
         amount of the  Arrears,  and a security  interest  in all rights of the
         Debtor in and to Navtech Operations Support Software, systems, products
         and services, (including without limitation the Navtech Master Products
         & Services Agreement No. 94-05 (the "Agreement")), by way of a security
         agreement (the "Security  Agreement") in form  satisfactory to Navtech,
         acting  reasonably,  which security interest shall secure the repayment
         of the Arrears,  and which may be  registered  by Navtech at applicable
         registries.  So long as the Debtor continues to make the aforementioned
         monthly  payments  on time,  (a)  Navtech  shall not take any action to
         enforce  its  security  or  collect  the  Arrears,  and will not demand
         repayment  of the  Promissory  Note;  and  (b)  the  Agreement  will be
         considered  to be in  good  standing  in  the  name  of the  Debtor  as
         licensee.  The  Agreement  will be  assignable by the Debtor to Skyplan
         International  Inc.  in  accordance  with  the  terms  of the  Security
         Agreement.

2.       Performance of Services

         For the next  ensuing 6  calendar  months  beginning  October  1, 1999,
         Navtech shall continue to provide the services  referred to in Schedule
         "A" attached hereto  (hereinafter  referred to as the  "Services"),  so
         long as the Debtor has paid the  monthly  fee for such  Services at the
         beginning  of each month,  in  advance,  equal to  $7,100.00  plus GST.
         Certain  additional  services may be provided for an additional  hourly
         fee, all of which  additional  fees shall be payable at the end of each
         month in which such additional services are provided.

3.       Termination

         All of the covenants and  obligations  of Navtech under this  Agreement
         shall  terminate  immediately  upon the failure of the Debtor to comply
         with any of the terms of this  Agreement,  or upon the occurrence of an
         Act of Insolvency.

4.       Act of Insolvency

         An Act of Insolvency shall be deemed to have occurred in the event that
         any of the following occur in relation to the Debtor:

          (a)  a receiver or a receiver  manager is appointed  over its affairs,
               or a receiving order in bankruptcy is granted or the Debtor makes
               an  assignment  for the  benefit  of its  creditors  or files for
               protection  from  its  creditors  under   applicable   insolvency
               legislation;

          (b)  any of its assets are seized or attached  by a creditor  pursuant
               to a judgment or security  agreement  or security  interest,  and
               such action is not disputed by the Debtor, acting bona fide;

          (c)  the Debtor is dissolved,  wound-up or liquidated, or discontinues
               carrying on its business as now conducted in the ordinary course.

5.       Further Assurances

         Each party to this  Agreement  covenants and agrees that,  from time to
         time  it will at the  request  and  expense  of the  requesting  party,
         execute and deliver all such documents,  including, without limitation,
         all  such  additional   conveyance,   transfers,   consents  and  other
         assurances  and do all such other  acts and  things as any other  party
         hereto, acting reasonably, may from time to time request be executed or
         done in order to better evidence or perfect or effectuate any provision
         of this  Agreement  or of any  agreement  or  other  document  executed
         pursuant  to  this  Agreement  or  any of  the  respective  obligations
         intended to be created hereby or thereby.

6.       Binding Agreement

         This  Agreement,  if accepted by the  Shareholder,  shall  constitute a
         legally binding agreement in accordance with the terms hereof.

7.       Jurisdiction

         This  Agreement  shall be governed by and construed in accordance  with
         the laws of the Province of Alberta, and the parties hereby irrevocably
         attorn to the exclusive jurisdiction of the courts of that province.

8.       Counterparts

         This Agreement may be executed in separate  counterparts  each of which
         shall be an original and all of which shall constitute one and the same
         agreement.

9.       Notices

         Any notices to be provided by this Agreement may be mailed,  delivered,
         or forwarded by facsimile. If to the Debtor, the address is as follows:

         Mr. Adrian Bone
         President
         Skyplan Services Limited
         1441 Aviation Park
         Calgary, AB, T2E 8M7
         Fax:     (403) 275-3877

         If to Navtech, the address is as follows:

         Mr. Duncan Macdonald
         Chief Executive Officer
         Navtech Systems Support Inc.
         175 Columbia Street W.
         Suite 102
         Waterloo, ON, N2L 5Z5
         Fax:     (519) 747-1003

10.      Time of the Essence

         Time shall in all respects be of the essence.

                                   Yours truly,
                                   NAVTECH SYSTEMS SUPPORT INC.

                                   /s/ Duncan Macdonald
                                   ---------------------------
                                   Per:   Duncan Macdonald
                                   Title: Chief Executive Officer



<PAGE>


For good and  valuable  consideration  the receipt and  sufficiency  of which is
hereby  acknowledged,  Skyplan Services Limited, by its duly authorized officer,
hereby agrees to the terms and conditions  above set forth and by the acceptance
hereof,  the foregoing  shall  constitute a binding  agreement  between  Navtech
Systems Support Inc. and Skyplan Services Limited,  as set forth above, this 1st
day of October, 1999.

                                   SKYPLAN SERVICES LIMITED

                                   Per:/s/ Douglas Robinson
                                       -----------------------------------------
                                       Douglas Robinson
                                       Director and Officer

                                   Per:/s/ Adrian Bone
                                       -----------------------------------------
                                       Adrian Bone
                                       President




<PAGE>



                                  SCHEDULE "A"

                          SOFTWARE SUPPORT AND SERVICES


MONTHLY SERVICES

Fee:     $7,100.00 plus applicable GST


1.   AIRAC DATA UPDATES

     Provision of the 28 day AIRAC data differences for airways and waypoints.

2.   SIDS/STARS MONTHLY DIFFERENCES

     Navtech will provide a datafile  that  contains the changes in the SIDS and
     STARS that have occurred during the month.  This file will be created after
     the AIRAC 28 day updates have been completed.