COMPUFLIGHT, INC.
                        c/o Navtech Systems Support Inc.
                                    Suite 102
                            175 Columbia Street West
                        Waterloo, Ontario Canada N2L-5Z5

                                                                  August 5, 1999

Mr. Russell K. Thal
26 Ridge Drive
Port Washington, New York 11050

Re:   Retirement Agreement

Dear Russ:

     This agreement (the "Retirement Agreement") shall confirm the understanding
between  Compuflight,  Inc. (the "Company") and Russell K. Thal (the "Employee")
with  respect to the  retirement  of the  Employee  from the  Company.  Both the
Company and the Employee  acknowledge  and agree that all rights and obligations
of the parties hereunder shall be governed by and subject to the following terms
and conditions.

     1.  Retirement.  (a) The  parties  acknowledge  and agree  that,  effective
October 31, 1999 (the  "Retirement  Date"),  the Employee's  employment with the
Company will end. The parties agree further that the Employment  Agreement dated
as of December 1, 1993 between the Company and the  Employee,  as amended by the
amendments  thereto dated as of March 14, 1996,  January 8, 1997, June 17, 1997,
March 30, 1999, and April 30, 1999 (collectively,  the "Employment  Agreement"),
and  any  and  all  obligations  of the  Company  to the  Employee,  or for  the
Employee's benefit,  incurred prior to the date hereof are hereby terminated and
of no further  force or effect,  and neither the Employee nor the Company  shall
have any further  liability or obligation  thereunder or otherwise in connection
with the Employee's employment by the Company,  except as expressly provided for
herein.

     (b)  Prior  to the  Retirement  Date  (the  "Pre-Retirement  Period"),  the
Employee  shall  continue to be employed by the Company and shall be entitled to
receive salary at the rate of one hundred fifty-one  thousand dollars ($151,000)
per annum and the health  and  medical  insurance  benefits  which he  currently
receives.  During the  Pre-Retirement  Period, the Employee shall provide twenty
(20)  hours of  service  per month in the  performance  of his  duties and shall
perform such services on behalf of the Company as shall be directed by the Chief
Executive  Officer of the Company.  The Employee  acknowledges  and agrees that,
notwithstanding  anything  herein  to the  contrary,  he shall  not  accrue  any
additional vacation or other leave during the Pre-Retirement  Period and that no
amounts are or shall be payable by the Company for any accrued vacation or other
leave.

     (c) The Company  represents to the Employee that all amounts  withheld from
the  Employee's  salary  with  regard to his SEPP IRA during 1999 will have been
deposited into the Company's  401(k) plan account for the Employee's  benefit by
the Retirement Date.

<PAGE>

     2.  Post-Retirement  Obligations.  (a) The parties  agree that, as the only
obligation  of the  Company to the  Employee  on and after the  Retirement  Date
(other  than the  obligations  of the  Company  under  Section 4 hereof)  and in
consideration  of past services and the  Employee's  covenants set forth herein,
the Company shall pay to the Employee,  as a retirement  payment,  the amount of
six hundred thousand dollars ($600,000) (the "Retirement  Payment"),  payable in
ninety-six  (96) equal  installments  of six thousand two hundred  fifty dollars
($6,250) payable on the tenth (10th) and twenty-fifth  (25th) days of each month
beginning  November 25, 1999 and ending November 10, 2003 (the "Payout Period").
The  provisions of that certain letter dated August 10, 1999 from the Company to
the Employee with respect to the Retirement Payment, a copy of which is attached
hereto as Exhibit A, shall be considered a part hereof.

     (b) The Company's  obligation to pay the Retirement Payment is evidenced by
a  promissory  note of the Company of even date in the  principal  amount of six
hundred thousand dollars  ($600,000) (the "Retirement  Note"). The Company shall
be  entitled  to deduct  from each  payment  due under the  Retirement  Note all
applicable  withholding  taxes.  The  Retirement  Note will be  delivered to the
Employee  on the day  following  the date on  which  this  Retirement  Agreement
becomes effective in accordance with the provisions of Section 5 hereof.

     (c) In connection with the Retirement  Note, the Company agrees to purchase
by September 1, 1999 a decreasing term life insurance  policy on the life of the
Employee  (the  "Policy") in the original  amount of the  Retirement  Note.  The
Policy amount shall decrease to the extent of one hundred fifty thousand dollars
($150,000)  per year.  The Company agrees to maintain the Policy in effect until
all payments due to the Employee  under the  Retirement  Note have been paid. In
the event of the death of the Employee,  the Company shall use the proceeds from
the  Policy to  prepay to the  estate of the  Employee  any  amounts  due to the
Employee under the Retirement Note. Under no circumstances  shall the Company be
obligated to pay, as insurance  premiums for the Policy,  an amount in excess of
such  number  of  dollars  per  annum as shall  equal  two  percent  (2%) of the
declining death benefit on each annual  anniversary date (the "Premium Cap"). In
the event the Company is unable to obtain life insurance  coverage for a premium
equal to or less than the  Premium Cap  (whether  as a result of the  Employee's
health or  otherwise)  from at least two (2)  insurers,  then the Policy  amount
shall be reduced to an amount that can be  obtained  for the  Premium  Cap.  The
Employee agrees to cooperate  fully in connection with the Company's  efforts to
obtain the  Policy.  In no event  shall the Company be liable for its failure to
obtain the Policy if the Employee is considered  uninsurable by at least two (2)
insurers.  The  Company  agrees to furnish to the  Employee a copy of the Policy
when  issued and to direct the  insurer  to send to the  Employee  copies of all
correspondence sent by it to the Company.

<PAGE>

     (d) The Company agrees that, if permitted by applicable law and regulation,
following the Retirement  Date and until the end of the Payout Period,  it shall
include the Employee in its group medical  insurance plan. The Employee shall be
responsible for the payment of all premiums that are due.

     3. Resignation. By executing this Retirement Agreement, effective as of the
Retirement  Date,  the Employee  voluntarily  and  irrevocably  resigns from all
capacities and positions with the Company, except that the Employee shall remain
as Chairman of the Board of Directors  of the  Company,  to serve until the next
annual meeting of shareholders  and until his successor has been elected and has
qualified,   or  until  his  earlier   resignation  or  removal.   The  Employee
acknowledges   and  agrees  that  he  shall  not  be  entitled  to  receive  any
compensation for his services as Chairman of the Board of Directors  (except for
standard  director  fees,  if any are payable to other  outside  directors,  and
reimbursement for expenses reasonably incurred in connection with his attendance
at any  meetings of the Board of  Directors  of the  Company)  and that,  at the
request  of the  Company,  shall  resign  his  position  as such.  The  Employee
understands and agrees further that,  except as expressly  provided herein,  the
Company  shall have no obligation  to the  Employee,  whether for  compensation,
payments,  benefits or otherwise,  arising  under or relating to the  Employee's
employment with the Company, his retirement therefrom, the Employment Agreement,
or otherwise.

     4. Expense  Reimbursement.  (a) The Employee  acknowledges and agrees that,
except  for the  amount  of sixty  thousand  five  hundred  ninety-four  dollars
($60,594) (the "Reimbursement Amount"), he has been reimbursed for all costs and
expenses that he incurred at any time on behalf of the Company and that,  except
as expressly provided herein, he shall be entitled to no further  reimbursements
for costs or expenses  incurred  through the Retirement Date or thereafter.  The
Reimbursement  Amount,  which the parties  acknowledge  and agree includes a car
allowance in the amount of one thousand  dollars  ($1,000) per month through the
Retirement Date, shall be payable as follows:

                    Date                               Amount

                    August 25, 1999                    $  5,000
                    September 25, 1999                    5,000
                    October 25, 1999                      5,000
                    November 25, 1999                    10,000
                    December 25, 1999                    10,000
                    January 25, 2000                     10,000
                    February 25, 2000                     5,000
                    March 25, 2000                        5,000
                    April 25, 2000                        5,000
                    May 25, 2000                        Balance

<PAGE>


     (b) The Company's  obligation to pay the Reimbursement  Amount is evidenced
by a  promissory  note of the  Company of even date in the  principal  amount of
sixty thousand five hundred  ninety-four  dollars ($60,594) (the  "Reimbursement
Note" and together with the  Retirement  Note, the "Notes").  The  Reimbursement
Note will be delivered to the  Employee on the day  following  the date on which
this Retirement Agreement becomes effective in accordance with the provisions of
Section 5 hereof.

     (c) The  parties  acknowledge  and agree  that the  Employee  has  incurred
charges on three  credit cards in his name in the  performance  of his duties on
behalf of the Company and that the last outstanding  combined  balances due with
respect to the credit cards is twenty thousand five hundred  twenty-two  dollars
($20,522)  (the  "Credit  Card  Amount"),  which  amount is included  within the
Reimbursement  Amount.  The Employee  agrees that he shall use a portion of each
Reimbursement Note payment to pay at least the minimum monthly amount payable to
the credit card companies with respect to the Credit Card Amount, and, following
his receipt of the initial forty thousand seventy-two dollars ($40,072) pursuant
to the  Reimbursement  Note, shall use all amounts received  pursuant thereto to
pay in full the amounts due with respect to the credit cards. The Company agrees
to pay any  additional  interest  charges that are incurred  with respect to the
credit  cards,  except to the extent that the Employee  fails to comply with the
provisions of the immediately preceding sentence.

     (d) The Company  agrees to  continue  to  reimburse  the  Employee  for all
reasonable  expenses  incurred  by  him  during  the  Pre-Retirement  Period  in
connection with his services on behalf of the Company.

     5. Release. (a) In consideration of the Company executing and delivering to
the   Employee   this   Retirement   Agreement   and  other  good  and  valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
the Employee,  the Employee hereby releases and forever  discharges the Company,
its   parent,   subsidiaries,   affiliates,   related   companies,   controlling
shareholders, directors, officers, employees, agents, attorneys, successors, and
assigns (collectively,  the "Releasees") from all liabilities, causes of action,
suits, claims, damages and demands whatsoever,  whether known or unknown, at law
or in equity, whether statutory or common law, whether federal, state, local, or
otherwise,  related to, or arising out of, any aspect of his employment with the
Company, or his retirement from such employment,  including, but not limited to,
any claims of employment  discrimination  on any basis which he  (including  his
heirs, executors, administrators, successors, and assigns) has asserted or could
have  asserted,  or otherwise.  Nothing herein shall be construed to relieve the
Company from its obligations  expressly provided for under this Agreement or the
Notes.

     (b) The Employee  understands that, once this Retirement  Agreement becomes
effective, he waives and releases, to the extent consistent with applicable law,
any  rights or  claims  he may have  under  the  numerous  laws and  regulations
regulating employment,  whether federal,  state, local or otherwise,  including,
but not  limited  to,  the Age  Discrimination  in  Employment  Act of 1967,  as
amended,  Title VII of the Civil Rights Act of 1964,  as amended,  the Americans
with Disabilities Act, Section 1981 (42 U.S.C. ss. 1981) of the Civil Rights Act
of 1966,  the Fair  Labor  Standards  Act,  the  Equal  Pay  Act,  the  Employee
Retirement Income Security Act of 1974, as amended (known as ERISA),  the Family
and Medical Leave Act, and the New York State Human Rights Law.

<PAGE>

     (c) This  Retirement  Agreement  shall  not in any way be  construed  as an
admission by the Releasees of any liability, or of any wrongful, discriminatory,
or unlawful acts  whatsoever  against the Employee or any other person,  and the
Releasees  specifically disclaim any liability to, or wrongful,  discriminatory,
or unlawful acts against,  the Employee or any other person,  on the part of the
Releasees.

     (d) The Employee  acknowledges that he has had no less than twenty-one (21)
days in which to consider the terms of this Retirement Agreement.

     (e) This  Retirement  Agreement will not become  effective  until seven (7)
days after the date Employee signs this Retirement  Agreement,  and the Employee
may revoke this Retirement  Agreement  within seven (7) days after the date this
Retirement  Agreement  is signed by him,  provided  that such  revocation  is in
writing,  and is signed and delivered to the Company within such time period. In
the event of such timely revocation by the Employee,  this Retirement  Agreement
shall be deemed null and void.

     6. Confidential Information.  (a) The Employee acknowledges and agrees that
it is the policy of the  Company to  maintain  as secret  and  confidential  all
valuable information,  not otherwise available to the general public, heretofore
or  hereafter  acquired,  developed  or used by the  Company  and/or  any of its
subsidiaries  (all  references  in this  Section 6 as well as  Sections  7 and 8
hereof  to the  "Company"  shall be deemed to refer to the  Company  and/or  its
subsidiaries) relating to its business, operations, employees and customers (all
such information is referred to herein as "Confidential Information").  Excluded
from  the term  Confidential  Information  is  information  which is or  becomes
generally  available to the public other than as a result of a disclosure by the
Employee or breach of an agreement of confidence.  The Employee recognizes that,
by reason of his employment with the Company, he has acquired,  and may continue
to acquire,  Confidential  Information.  The Employee further  acknowledges that
such  Confidential  Information  is the  property of the Company and is of great
value to the Company.  The Employee confirms that it is necessary to protect the
Company's goodwill,  and, accordingly,  hereby agrees that he will not, directly
or indirectly, at any time, use, publish,  disseminate or otherwise disclose any
Confidential  Information.   In  furtherance  of  the  foregoing,  the  Employee
expressly  waives and renounces any claims,  and hereby assigns and transfers to
the Company, free and clear of any and all liens or encumbrances, any and all of
his  right,  title  and  interest,  if any,  in and to any and all  Confidential
Information.

<PAGE>

     (b) In the event  that the  Employee  is  requested  or  required  (by oral
questions,  interrogatories,  requests for information or document,  subpoena or
similar  processes)  by a court of  competent  jurisdiction  or by a  government
agency to disclose any of the  Confidential  Information,  it is agreed that the
Employee will (a) promptly notify the Company in writing of the existence, terms
and circumstances surrounding any such request and cooperate with the Company so
that the Company  may, in addition to any other  rights or remedies it may have,
seek an appropriate  protective  order;  and (b) consult with the Company on the
advisability of taking steps to resist or narrow the request. If, in the absence
of a  protective  order or the receipt of a waiver  hereunder,  the  Employee is
nonetheless,  in the opinion of counsel  provided  and paid for by the  Company,
legally  required to disclose the Confidential  Information,  the Employee shall
furnish only that portion of the  Confidential  Information  as he is advised by
such legal  counsel is legally  required to be disclosed in order to prevent him
from being held  liable for  contempt or other  censure or penalty.  The Company
shall  reimburse the Employee for all  reasonable  travel  expenses  incurred in
connection therewith.

     7. Restrictive  Covenants.  (a) During the four (4) year period  commencing
with the Retirement  Date, the Employee will not at any time,  without the prior
written approval of the Company, directly or indirectly, anywhere throughout the
world,  whether  individually  or as a principal,  officer,  employee,  partner,
director,  shareholder,  member, manager, agent of or consultant for any entity,
(a) engage or participate  in a business  which is competitive  with that of the
Company,  and  shall not make any  investments  in any such  competitive  entity
(except that the foregoing  shall not prohibit the Employee from acquiring up to
one  percent  (1%) of the  outstanding  capital  stock of any such entity if the
securities  of such  entity are listed on a national  securities  exchange,  are
reported on the National  Association of Securities Dealers Automated  Quotation
System,  or are  traded  regularly  traded in the  over-the-counter  market by a
member of a national  securities  exchange);  (b) cause or seek to persuade  any
director, officer, employee, customer, account, agent or supplier of the Company
to discontinue  the status,  employment or relationship of such person or entity
with the Company,  or to become  employed in any activity  competitive  with the
activities  of the  Company;  (c)  cause  or seek to  persuade  any  prospective
customer  or  account  of the  Company  (which  during  the  year  prior  to the
Retirement Date was actively being solicited by the Company) to determine not to
enter  into a  business  relationship  with  Company;  (d)  hire or  retain  any
director,  officer  or  employee  of the  Company;  or (e)  solicit  or cause or
authorize to be solicited,  for or on behalf of himself or any third party,  any
business which is competitive  with the Company from (i) others who are, or were
within one (l) year prior to the Retirement  Date,  customers or accounts of the
Company,  or (ii) any  prospective  customer or account of the Company which was
then actively being solicited by the Company.

     (b) The provisions of paragraph (a) hereof shall terminate in the event the
Company  shall fail to make any payment due  hereunder  and such  failure  shall
continue  unremedied  for a period of  thirty  (30) days  following  receipt  of
written notice thereof from the Employee.

     8.  Nondisparagement.  (a) The  Employee  agrees that he shall not make any
statement,  written or oral,  to any officer,  director,  employee,  consultant,
agent,  independent  contractor,  customer or account of the  Company,  or other
person or entity,  or otherwise in general to the public or business  community,
or take any action,  directly or  indirectly,  that  disparages  or is likely to
diminish  the  reputation  of the  Company,  any  officer,  director,  employee,
consultant,  agent or  independent  contractor  of the  Company,  or which would
adversely  affect the ability of any of the  foregoing  to obtain  financing  or
otherwise  enter into or consummate any business  transaction,  or the goodwill,
business or reputation of any of the foregoing.


     (b) The  Company  agrees that it shall not make any  statement,  written or
oral,  to  any  officer,  director,  employee,  consultant,  agent,  independent
contractor,  customer or account of the Company,  or other person or entity,  or
otherwise  in general to the public or business  community,  or take any action,
directly or indirectly,  that disparages or is likely to diminish the reputation
of the or which would  adversely  affect the  ability of the  Employee to obtain
financing or otherwise enter into or consummate any business transaction, or the
goodwill, business or reputation of the Employee.

     9. Governing Law;  Jurisdiction.  (a) This  Retirement  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York,
without reference to its conflicts of law rules or principles.

     (b) The parties  hereby  agrees  that any legal  action with regard to this
Retirement  Agreement shall be brought in the courts of the State of New York or
of the United  States of  America  for the  Eastern  District  of New York.  The
Company hereby appoints  Certilman Balin Adler & Hyman,  LLP, 90 Merrick Avenue,
East Meadow,  New York 11554,  attention:  Fred Skolnik,  Esq., as its agent for
service of process in connection therewith. The Employee hereby appoints Holmes,
Schwartz & Gordon,  300 Endo Boulevard,  Garden City, New York 11530,  attention
Robert S.  Schwartz,  Esq.,  as his agent for  service of process in  connection
therewith.

     10.  Entire  Agreement.  This  Retirement  Agreement  contains the full and
complete  understanding  and agreement of the parties hereto with respect to the
subject matter  contained  herein and  supersedes  all prior or  contemporaneous
written or oral  understandings or agreements with respect to the subject matter
hereof, including, without limitation, the Employment Agreement. No modification
of this Retirement  Agreement shall be binding unless made in writing and signed
by the party hereto sought to be charged.

     11. Binding Effect; Due Authorization.  (a) This Retirement Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors, assigns and legal representatives.

     (b) The Company  represents  that this  Retirement  Agreement has been duly
authorized by its Board of Directors and that the Chief Executive Officer of the
Company  has been  duly  authorized  to  execute  and  deliver  this  Retirement
Agreement  and the  Notes.  A copy of the Board of  Directors  resolutions  with
respect thereto is attached hereto as Exhibit B.

     12. Equitable Relief;  Breach.  The parties  acknowledge and agree that, in
the  event  the  Employee  shall  violate  or  threaten  to  violate  any of the
restrictions  of  Section  6, 7 or 8 hereof  or the  Company  shall  violate  or
threaten to violate any of the restrictions of Section 8 hereof, the other party
will be without an  adequate  remedy at law and will  therefore  be  entitled to
enforce such  restrictions  by temporary  or permanent  injunctive  or mandatory
relief in any court of competent  jurisdiction  without the necessity of proving
damages and without  prejudice to any other remedies which it may have at law or
in equity,  it being  understood  that such  remedy  shall be in addition to any
other  remedies  which the party may have at law or in equity.  No bond or other
security shall be required in connection therewith.

     13.  Waiver;  Severability.  The waiver by either  party of a breach of any
provision of this  Retirement  Agreement  shall not operate or be construed as a
waiver of any  subsequent  breach.  If any provision,  or part thereof,  of this
Retirement  Agreement  shall  be  held  to be  invalid  or  unenforceable,  such
invalidity  or  unenforceability  shall attach only to such  provision,  or part
thereof,  and not in any way affect or render invalid or unenforceable any other
provisions of this Retirement Agreement,  and this Retirement Agreement shall be
carried out as if such invalid or unenforceable  provision, or part thereof, had
been  reformed,  and any court of competent  jurisdiction  is  authorized  to so
reform such invalid or  unenforceable  provision,  or part  thereof,  so that it
would be  valid,  legal and  enforceable  to the  fullest  extent  permitted  by
applicable law.

     14. Notices;  Deliveries.  (a) Any notice,  delivery or other communication
required or permitted hereunder shall be sufficiently given if delivered by hand
or sent by certified mail, return receipt requested,  facsimile  transmission or
overnight mail or nationally recognized overnight courier, addressed as follows:

                  If to the Company:

                  Suite 102
                  175 Columbia Street West
                  Waterloo, Ontario Canada N2L-5Z5
                  Attention: Duncan Macdonald, Chief Executive Officer
                  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

                  If to the Employee:

                  26 Ridge Drive
                  Port Washington, New York  11050
                  Telecopier Number: (516) 944-9466

                  with a copy to:

                  Holmes, Schwartz & Gordon
                  300 Endo Boulevard
                  Garden City, New York  11530
                  Attention: Robert S. Schwartz, Esq.
                  Telecopier Number: (516) 832-2533

or such other  address as shall be  furnished in writing by either such party as
provided for above.

     (b)  Notwithstanding  the foregoing,  any delivery pursuant to Section 5(e)
hereof  shall be made by  hand,  facsimile  transmission  or  overnight  mail or
nationally recognized overnight courier.

     15.  Counterparts;  Headings.  This Retirement Agreement may be executed in
counterparts,  each of  which  shall  be an  original,  but all of  which  taken
together  shall  constitute  one  agreement.  The  headings  contained  in  this
Retirement  Agreement are solely for the convenience of the parties, and are not
intended to and do not limit, construe or modify any of the terms and conditions
hereof.

     16.  Representation  by Counsel.  (a) The Employee  acknowledges and agrees
that he has been  represented  by counsel of his choice in  connection  with the
negotiation and execution of this Retirement Agreement, and that he has read and
understands  this  Retirement  Agreement,  including,  without  limitation,  the
provisions of Section 5 hereof, and has signed it freely and voluntarily.

     (b)  The  Employee   acknowledges  and  agrees  that,  since  he  has  been
represented by counsel in connection with this Retirement Agreement, any rule or
law or any legal decision that would require the  interpretation  of any claimed
ambiguities in this Retirement  Agreement  against the party that drafted it has
no application and is expressly waived by him. The provisions of this Retirement
Agreement  shall be  interpreted  in a  reasonable  manner to give effect to the
intent of the parties hereto.


     If this  Retirement  Agreement  correctly  sets  forth our  agreement  with
respect to the subject matter  contained  herein,  please so indicate by signing
where  indicated  below and returning it to the Company at the address set forth
above.

                                                               Very truly yours,

                                                               COMPUFLIGHT, INC.

                                                            /s/ Duncan Macdonald
                                                            --------------------
                                                                             By:
                                                                Duncan Macdonald
                                                         Chief Executive Officer



ACKNOWLEDGED AND AGREED:


/s/ Russel K. Thal
---------------------
Russell K. Thal



<PAGE>



STATE OF NEW YORK       )
                        )       ss.:
COUNTY OF NASSAU        )

     On August __ , 1999,  before me,  personally  came  Russell K. Thal,  to me
known,  and known to me to be the individual  described in, and who executed the
foregoing  Retirement  Agreement,  and duly  acknowledged to me that he executed
same.


                                                        /s/ Notary Public
                                                        ------------------------
                                                                   Notary Public

STATE OF NEW YORK       )
                        )       ss.:
COUNTY OF NASSAU        )

     On August __,  1999,  before me  personally  came Duncan  Macdonald,  to me
known,  who,  by me duly  sworn,  did depose and say that  deponent is the Chief
Executive Officer of Compuflight,  Inc., the corporation described in, and which
executed the forgoing Retirement Agreement,  and that deponent signed deponent's
name by order of the Board of Directors of such corporation.


                                                      /s/ Notary Public
                                                      --------------------------
                                                                   Notary Public
<PAGE>

                                                                       Exhibit B


                             RESOLUTIONS ADOPTED BY

                               BOARD OF DIRECTORS

                                       OF

                                COMPUFLIGHT, INC.

                                 AUGUST 25, 1999


RESOLVED, that the Corporation enter into a Retirement Agreement with Russell K.
Thal (the  "Agreement")  providing for,  among other things,  the payment to Mr.
Thal of a retirement  payment of $600,000 and the  reimbursement  of expenses of
approximately  $60,594;  that, in connection therewith,  the Corporation execute
and deliver to Mr. Thal Promissory  Notes in such principal  amounts  evidencing
its  obligation  to pay the  amounts  owed  (the  "Notes");  and that the  Chief
Executive  Officer  of the  Corporation  be, and he hereby  is,  authorized  and
directed to execute and deliver the Agreement and the Notes in, or substantially
in, the forms  attached  hereto as exhibits,  with such changes  thereto as such
authorized  officer  shall deem  necessary or  appropriate  (to be  conclusively
presumed by his execution and delivery thereof).

RESOLVED,  that the Chief  Executive  Officer of the  Corporation and each other
officer of the Corporation be, and each of them hereby is, authorized, empowered
and directed to take all such further action and to execute and deliver all such
further  agreements,  instruments and documents in the name and on behalf of the
Corporation  and  under its  corporate  seal or  otherwise,  and to pay all such
expenses and taxes, as in their judgment shall be necessary, proper or advisable
in order to carry  out fully the  intent  and  accomplish  the  purposes  of the
foregoing resolution.