U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                  Amendment #1
(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the fiscal year ended                    October 31, 1998
                          --------------------------------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the transition period from                                     to

Commission File Number                            0-15362
                          --------------------------------------------

                                COMPUFLIGHT, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

       Delaware                                             11-2883366
--------------------------------------------------------------------------------
(State or other jurisdiction of
 incorporation or organization)          (I.R.S. Employer Identification Number)


     125 Mineola Avenue, Roslyn Heights, NY                            11577
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

Issuer's telephone number (516) 625-0202
                          --------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
--------------------------------------------------------------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes No X

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year (1997): $ 3,849,746

     The aggregate market value of the voting stock held by non-affiliates based
upon the average bid and asked prices of such stock as of September 30, 1999 was
$ 122,689

                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     The  number of shares  outstanding  of the  issuer's  common  stock,  as of
September 30, 1999 was 2,001,980 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

<PAGE>

                                COMPUFLIGHT, INC.
                               1998 FORM 10-KSB/A
                                  Amendment #1




                                TABLE OF CONTENTS




                                     PART II

Item 7.       Financial Statements


                                    PART III

Item 11.      Security Ownership of Certain Beneficial Owners and Management
Item 12.      Certain Relationships and Related Transactions


                                     PART IV

Item 13.      Exhibits, List and Reports on Form 8-K

              INDEX TO EXHIBITS



<PAGE>




                          INDEX TO FINANCIAL STATEMENTS


                                                                            Page


Report of Independent Certified Public Accountants                           F-2

Financial Statements

        Consolidated Balance Sheet as of October 31, 1998                    F-3

        Consolidated Statements of Operations for the Years Ended
          October 31, 1998 and 1997                                          F-4

        Consolidated Statement of Shareholders' Deficit for the
          Years Ended October 31, 1998 and 1997                              F-5

        Consolidated Statements of Cash Flows for the Years Ended
          October 31, 1998 and 1997                                          F-6

        Notes to Consolidated Financial Statements                   F-7 to F-26




<PAGE>


                         REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS



Board of Directors and Shareholders
   Compuflight, Inc.

We have audited the accompanying consolidated balance sheet of Compuflight, Inc.
and  Subsidiaries  (the  "Company")  as of  October  31,  1998  and the  related
consolidated statements of operations,  shareholders' deficit and cash flows for
each  of  the  two  years  then  ended.  These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Compuflight,  Inc. and  Subsidiaries  as of October 31, 1998, and the results of
its  consolidated  operations  and its cash flows for each of the two years then
ended, in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As shown in the  financial
statements,  as of October 31,  1998,  the Company has a  deficiency  in working
capital and shareholders  equity of $1,222,816 and $762,603,  respectively,  and
has  incurred a net loss of $538,773 for the year ended  October 31, 1998.  This
factor,  among  others,  as  described in Note B to the  consolidated  financial
statements,  raises substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note B. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.




GRANT THORNTON LLP

Melville, New York
October 15, 1999

                                      F-2
<PAGE>

<TABLE>
<S>                                                                                                      <C>

                       Compuflight, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEET

                                October 31, 1998

                                     ASSETS

 CURRENT ASSETS
     Accounts receivable, net of allowance for doubtful accounts
       of $301,512                                                                                              $   478,013
     Prepaid expenses and other                                                                                      20,509
                                                                                                                -----------
         Total current assets                                                                                       498,522
 INVESTMENT TAX CREDITS RECEIVABLE, NET OF ALLOWANCE                                                                438,689
 FIXED ASSETS, NET                                                                                                  309,626
 DUE FROM RELATED PARTY                                                                                             259,763

 RESTRICTED CASH                                                                                                     50,000

 OTHER ASSETS                                                                                                        21,054
                                                                                                                 $1,577,654
                      LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES
     Cash overdraft                                                                                                $ 62,328
     Bank revolving demand loans                                                                                     74,530
     Accounts payable                                                                                               536,505
     Accrued and other liabilities                                                                                  775,929
     Due to related parties - current portion                                                                       139,207
     Current portion of long-term debt                                                                              118,748
     Current portion of deferred lease inducements                                                                   14,091
                                                                                                                 ----------
                                                                                                                  1,721,338
 DUE TO RELATED PARTIES                                                                                             115,440
 LONG-TERM DEBT                                                                                                     172,700
 DEFERRED LEASE INDUCEMENTS                                                                                          98,633
 MINORITY INTERESTS                                                                                                 232,146
 COMMITMENTS AND CONTINGENCIES
 SHAREHOLDERS' DEFICIENCY
     Common stock, par value $.001 per share; authorized
       2,500,000 shares; issued and outstanding,
       2,001,980 shares                                                                                               2,002
     Additional paid-in capital                                                                                   1,680,445
     Accumulated other comprehensive income                                                                          57,450
     Accumulated deficit                                                                                         (2,502,500)
                                                                                                                 ----------
                                                                                                                   (762,603)
                                                                                                                 $1,577,654
The accompanying notes are an integral part of this statement.
</TABLE>
                                      F-3

<PAGE>

<TABLE>
<S>                                                                             <C>                      <C>

                       Compuflight, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended October 31,



                                                                                         1998                        1997
                                                                                     -------------               -----------

Revenue
    Service fees                                                                       $3,339,818                $2,665,337
    Hardware, software and license sales                                                  509,928                   125,030
                                                                                       ----------                ----------

                                                                                        3,849,746                 2,790,367
                                                                                        ---------                 ---------

Costs and expenses
    Operating                                                                           2,758,518                 2,398,086
    Research and development, net                                                          24,413                    35,334
    Selling, general and administrative                                                   926,761                 1,532,665
    Allowance for reduction in scientific research and
      experimental development credits                                                                              296,029
    Restructuring costs                                                                                              90,948
    Office relocation costs                                                                                          67,678
    Depreciation and amortization                                                         133,833                   162,448
                                                                                       ----------                ----------

                                                                                        3,843,525                 4,583,188
                                                                                        ---------                 ---------

         Operating income (loss)                                                            6,221                (1,792,821)

Other income (expense)
    Interest income                                                                        52,501                    54,590
    Interest expense - related parties                                                    (46,126)                  (35,680)
    Interest expense - other                                                             (155,121)                  (68,834)
    Realized foreign exchange loss                                                         (1,795)                   (7,690)
    Provision for bad debt - related party                                               (394,453)
    Other                                                                                                            30,783
                                                                                   --------------               -----------

         NET LOSS                                                                       $(538,773)              $(1,819,652)
                                                                                         ========                ==========

Net loss per share - basic and diluted                                                     $(0.30)                   $(1.07)
                                                                                            =====                     =====

Weighted average number of common shares outstanding                                    1,801,980                 1,701,980
                                                                                        =========                 =========



</TABLE>

The accompanying notes are an integral part of these statements.

                                      F-4

<PAGE>

<TABLE>
<S>                         <C>          <C>      <C>          <C>           <C>        <C>               <C>       <C>

                       Compuflight, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                      Years ended October 31, 1998 and 1997



                                                                      Notes      Accumulated
                                                       Additional  Receivable-     other
                                      Common stock      paid -in      Former    comprehensive  Accumulated             Comprehensive
                                   Shares     Amount    capital      Chairmen      income        deficit      Total         income

Balance at November 1, 1996      1,701,980   $1,702    $1,545,745    $(962,508)    $65,159    $  (144,075)    $506,023

Write off of notes receivable -
   former chairman                                                     599,456                                 599,456
Repayments from NARI - net                                              84,727                                  84,727
Foreign translation adjustment                                                     (22,089)                    (22,089)  $  (22,089)
Net loss                                                                                       (1,819,652)  (1,819,652)  (1,819,652)
                                 ----------  --------- -----------  ------------- ---------    ----------   ----------   ----------


Comprehensive loss                                                                                                      $(1,841,741)

Balance at October 31, 1997      1,701,980    1,702     1,545,745     (278,325)     43,070     (1,963,727)    (651,535)

Issuance of shares to NARI         300,000      300       134,700                                              135,000
Reclassification - NARI note                                           278,325                                 278,325
receivable
Foreign translation adjustment                                                      14,380                      14,380       14,380
Net loss                                                                                         (538,773)    (538,773)    (538,773)
                                -----------  --------  ------------- ------------- ---------    ----------   ----------    ---------


Comprehensive loss                                                                                                        $(524,393)

Balance at October 31, 1998      2,001,980   $2,002    $1,680,445  $     -         $57,450    $(2,502,500)   $(762,603)
                                 =========    =====     =========   ===========     ======     ==========     ========

</TABLE>

The accompanying notes are an integral part of this statement.

                                      F-5

<PAGE>

<TABLE>
<S>                                                                            <C>                          <C>

                       Compuflight, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended October 31,

                                                                                          1998                      1997
                                                                                       ----------                -------
Cash flows from operating activities
   Net loss                                                                             $(538,773)              $(1,819,652)
   Adjustments to reconcile net earnings to net cash provided by (used in)
   operating activities
       Depreciation and amortization                                                      133,833                   162,448
       Provision for uncollectible accounts                                               147,064                   106,731
       Allowance for reduction in investment tax credits                                                            296,029
       Write off of note receivable - former chairmen                                     394,453                   599,456
       Other                                                                              (14,841)
       (Increase) decrease in operating assets
         Accounts receivable                                                             (398,404)                  237,336
         Scientific research and experimental development credits                           7,262                   (61,827)
         License fees receivable                                                                                    104,502
         Prepaid expenses and other                                                        (4,720)                    9,164
       Increase (decrease) in operating liabilities
         Accounts payable and accrued liabilities                                         440,428                   144,239
                                                                                         ---------                 --------
         Net cash provided by (used in) operating activities                              166,302                  (221,574)
                                                                                        ---------                ----------

Cash flows from investing activities
   Purchase of fixed assets                                                               (62,477)                 (330,225)
   Proceeds from lease inducements                                                                                  141,023
   Advances to parent company, net                                                       (279,151)
   Payments from NARI                                                                                                66,223
                                                                                       -----------                 ---------
         Net cash used in investing activities                                           (341,628)                 (122,979)
                                                                                         --------                  --------

Cash flows from financing activities
   Cash overdraft                                                                                                    81,995
   Proceeds from bank revolving demand loans                                                                         81,616
   Restricted cash                                                                                                  (50,000)
   Proceeds from issuance of common shares                                                    300
   Proceeds (repayments)  on bank loan, net                                               (41,961)                  158,752
   Proceeds from loan                                                                     180,087                    13,948
   Proceeds from note                                                                      26,905                    47,215
   Payment of notes                                                                       (18,311)                  (40,031)
                                                                                          -------                 ---------
         Net cash provided by financing activities                                        147,020                   293,495
                                                                                         --------                  --------

Effect of foreign translations on cash                                                     28,306                    13,696
                                                                                         --------                  --------

         NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                  (37,362)

Cash and cash equivalents at beginning of year                                                                       37,362
                                                                                 ----------------                 ---------
Cash and cash equivalents at end of year                                         $                          $
                                                                                    =============             =============

The accompanying notes are an integral part of these statements.
</TABLE>
                                      F-6

<PAGE>


                       Compuflight, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            October 31, 1998 and 1997



NOTE A - DESCRIPTION OF BUSINESS AND ORGANIZATION

     Compuflight, Inc. ("Compuflight") and Subsidiaries, Navtech Systems Support
     Inc.  ("Support")  and  Efficient  Aviation  Systems Inc.  ("EAS")  (herein
     referred to  collectively  as the "Company") are engaged in the business of
     (1) providing  computerized flight planning services to all segments of the
     aviation  industry,  but  principally to commercial  airlines and corporate
     aircraft  users and (2) selling  customized  versions of their  proprietary
     software to end users mainly throughout the United States and Canada.

NOTE B - LIQUIDITY AND CAPITAL RESOURCES

     The consolidated  financial statements have been prepared assuming that the
     Company will continue as a going concern.  However, as of October 31, 1998,
     the Company has a deficiency in working capital and shareholders' equity of
     $1,222,816 and $762,603,  respectively,  and has a net loss of $538,773 for
     the year ended October 31, 1998.  This raises  substantial  doubt about the
     Company's  ability  to  continue  as  a  going  concern.  The  consolidated
     financial  statements do not include any adjustments that may result should
     the Company be unable to continue in existence.

     The Company and its senior  management group have focused on three specific
     areas to  address  both the  strategic  direction  required  and the  daily
     operational  issues to position the Company for  profitability.  First, the
     Company has  continued  to increase its  marketing  endeavors to obtain new
     customers  and will be  introducing a number of  complementary  products to
     address  marketplace  demands.  Secondly,  the Company believes it has been
     building  an  effective  management  structure.  Thirdly,  the  Company has
     continued its pursuit of financing.

     The  Company's  operation  is  dependent  upon its  ability  to obtain  new
     customers,  to  maintain  profitable  levels  of  service  and to  maintain
     existing  financial  arrangements or obtain new financing.  There can be no
     assurance  that  sufficient  cash flows will be generated by the Company to
     avoid the further depletion of its working capital. Additionally, there can
     be no assurance that additional debt or equity financing will be available,
     if and when needed, or that if available, such financing could be completed
     on commercially  favorable terms.  Furthermore,  no assurances can be given
     the above plans will enable the Company to continue in existence.

                                      F-7

<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of significant  accounting policies  consistently  applied in the
     preparation of the consolidated financial statements follows:

     1.  Principles of Consolidation

         The  consolidated   financial   statements   include  the  accounts  of
         Compuflight  and its  100%-owned  subsidiaries,  Support  and EAS.  All
         material intercompany balances and transactions have been eliminated in
         consolidation.  In accordance  with  Statement of Financial  Accounting
         Standards ("SFAS") No. 52, "Foreign Currency  Translations," assets and
         liabilities  of foreign  operations  are translated at current rates of
         exchange,  while results of operations  are translated at average rates
         in effect for the period.  Unrealized  translation  gains or losses are
         shown  as  a  separate   component   of   shareholders'   deficit   and
         comprehensive income.

     2.  Fixed Assets

         Fixed assets are recorded at cost.  Depreciation  and  amortization  is
         provided using the straight-line and declining balance methods over the
         estimated useful lives of the related assets.

     3.  Goodwill

         Goodwill is  recorded  at cost and is included as a component  of other
         assets.  Amortization is computed on the straight-line  method over ten
         years.

     4.  Software Development Costs

         The Company  capitalizes  expenditures  incurred for the development of
         existing software which has already reached  technological  feasibility
         and  expenses  all  other  costs.   Amortization  is  computed  by  the
         straight-line method over the estimated useful life of the software.


                                      F-8
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE C (continued)

     5.  Minority Interests

         Effective  November 24, 1995,  the Company issued 125,000 shares of its
         common  stock  in  exchange  for  500,000  shares  of  Support,   which
         represented  the  common  shares of Support  held by the one  remaining
         common  shareholder  of  Support,  Innovation  Ontario  Corporation,  a
         provincial  government agency, and,  accordingly,  the Company now owns
         100% of the  outstanding  common  shares of Support.  The excess of the
         fair  market  value of the  Company's  common  stock on the date of the
         exchange  ($101,563) over the Company's minority interest ($78,411) has
         been   recorded  as  goodwill   (included  in  other   assets)  in  the
         accompanying consolidated balance sheet.

         Minority interests at October 31, 1998 consist of 3,600 shares of Class
         B,  nonvoting  shares of  Support.  Such  shares,  issued for  $358,200
         Canadian   ($232,146  U.S.  at  October  31,  1998),  are  entitled  to
         noncumulative  dividends  of $8 per  share  and are  redeemable  at the
         option of the Company for $540,000  Canadian  ($349,968 U.S.). To date,
         no dividends have been declared or paid with respect to such shares.

     6.  Use of Estimates

         In preparing financial statements in conformity with generally accepted
         accounting  principles,  management  is required to make  estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         and the disclosure of contingent  assets and liabilities at the date of
         the financial statements and revenues and expenses during the reporting
         period. Actual results could differ from those estimates.

     7.  Income Taxes

         Deferred  income  taxes  are  recognized  for the tax  consequences  of
         temporary   differences  by  employing   enacted  statutory  tax  rates
         applicable  to  future  years  to  differences  between  the  financial
         statement  carrying  amounts and the tax bases of  existing  assets and
         liabilities.  The effect on deferred  taxes of a change in tax rates is
         recognized in income in the period that includes the enactment  date. A
         valuation  allowance  has been  established  to offset the deferred tax
         assets as it is more likely than not that such deferred tax assets will
         not be realized.

                                      F-9
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE C (continued)

     8.  Stock-based Compensation

         During fiscal 1997, the Company  adopted SFAS No. 123,  "Accounting for
         Stock-Based  Compensation."  As  permitted  under  this  standard,  the
         Company  elected to continue to account  for  stock-based  compensation
         using the intrinsic  value method  prescribed in Accounting  Principles
         Board Opinion No. 25,  "Accounting  for Stock Issued to Employees," and
         related  interpretations.  Accordingly,  compensation expense for stock
         options is  measured  as the  excess,  if any, of the fair value of the
         Company's  stock at the date of grant over the amount an employee  must
         pay to  acquire  the  stock.  Pro forma  disclosures  of net income and
         income per common  share for fiscal  1996,  as if the fair  value-based
         method  prescribed  by SFAS  No.  123 had  been  applied  in  measuring
         compensation expense, are presented in Note I.

     9.  Net Loss Per Share

         In fiscal 1998,  the Company  adopted the  provisions  of SFAS No. 128,
         "Earnings Per Share." SFAS No. 128 replaces the  calculation of primary
         and fully  diluted  earnings per share with basic and diluted  earnings
         per share.  Unlike primary earnings per share, basic earnings per share
         excludes any  dilutive  effects of options,  warrants  and  convertible
         securities. Diluted earning per share is very similar to the previously
         reported  fully  diluted  earnings  per share.  Potential  common stock
         equivalents  from  outstanding  stock options are excluded in computing
         net loss per share for fiscal 1998 and 1997 as their  effects  would be
         antidilutive.

    10.  Revenue Recognition

         Revenue  from license  fees is  recognized  at the later of delivery of
         software  master  copy or,  if  applicable,  fulfillment  of all  other
         significant obligations under terms of license agreements.  The Company
         has no  significant  expenditures  relating  either  to  warranties  or
         post-contract  customer  support  bundled  with the initial sale of the
         license and,  therefore,  no provision is included in the  consolidated
         financial  statements.  For those agreements where there is uncertainty
         as to  ultimate  collection,  revenue  is  recognized  only  as cash is
         received.  Systems  consulting  and  implementation  fees and  hardware
         commissions   are  recognized   upon  rendering  of  services.   Custom
         programming,  communication and database income, and service bureau and
         support  revenue are  recognized  ratably over  applicable  contractual
         periods or as services are performed. Amounts billed but not yet earned
         and payments received prior to the earnings of the revenue are recorded
         as deferred revenue.


                                      F-10
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE C (continued)

    11.  Cash Flows

         For purposes of the statements of cash flows, the Company considers all
         highly liquid debt instruments  purchased with an original  maturity of
         three months or less to be cash equivalents.  The Company paid interest
         of  approximately  $218,975 and $57,800  during the years ended October
         31,  1998 and 1997,  respectively.  Non-cash  investing  and  financing
         activities consisted of the issuance of 300,000 shares of the Company's
         common  stock in exchange  for a  promissory  note of  $134,700  during
         fiscal 1998.

    12.  Comprehensive Income

         In  fiscal  1998,  the  Company   adopted  SFAS  No.  130,   "Reporting
         Comprehensive  Income."  SFAS No.  130  establishes  new  rules for the
         reporting  and  display of  comprehensive  income  and its  components;
         however,  the  adoption of SFAS No. 130 had no impact on the  Company's
         net loss or  stockholders'  deficit.  SFAS No. 130 requires  cumulative
         translation   adjustments,   which  prior  to  adoption  were  reported
         separately  in  stockholders'  deficit,  to be included in  accumulated
         other comprehensive income (loss). Prior year financial statements have
         been  reclassified to conform to the  requirements of SFAS No. 130. The
         cumulative  foreign  currency  translation  adjustment  was $57,450 and
         $43,070 as of October 31, 1998 and 1997, respectively.



                                      F-11
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE C (continued)

    13.  Accounting Pronouncements Not Yet Adopted

         In October 1997, the Accounting Standards Executive Committee ("AcSEC")
         of the  American  Institute  of  Certified  Public  Accountants  issued
         Statement of Position ("SOP") 97-2, "Software Revenue Recognition". SOP
         97-2 provides guidance on the timing and amount of revenue  recognition
         when  licensing,  selling,  leasing  or  otherwise  marketing  computer
         software and is effective for  transactions  entered into during fiscal
         years  beginning  after  December  15,  1997.  On March 18,  1998,  the
         Financial Accounting Standards Board issued a new SOP that provides for
         the one-year  deferral of certain  provisions of SOP 97-2 pertaining to
         its requirements for what constitutes  vendor specific  evidence of the
         fair value of  multiple  elements  included  in an  arrangement.  It is
         AcSEC's  intention to immediately  begin a project to consider  whether
         guidance  is needed on any  restrictions  that should be placed on what
         constitutes evidence of fair value and, if so, what the guidance should
         be.  Because of the  uncertainties  with  respect to the outcome of any
         such  project,  the Company  believes  that the impact of the  deferred
         provisions  of SOP  97-2  on  its  financial  position  or  results  of
         operations  upon  expiration  of the  one-year  deferral  period is not
         currently  determinable.  However,  the  Company  believes  that  those
         provisions of SOP 97-2 that have not been  deferred,  and therefore are
         applicable  commencing  January 1, 1998, will not materially affect its
         consolidated financial position or results of operations.

         In February 1998,  AcSEC issued SOP 98-1,  "Accounting for the Costs of
         Computer  Software  Developed or Obtained  for  Internal  Use" which is
         effective  for  years  beginning  after  December  15,  1998.  SOP 98-1
         establishes the accounting for costs of software products  developed or
         purchased  for  internal  use,  including  when  such  costs  should be
         capitalized. The Company does not expect SOP 98-1 to have a significant
         impact on the Company's  consolidated financial condition or results of
         operations.

    14.  Reclassifications

         For  comparative  purposes,   certain  prior  year  amounts  have  been
reclassified to conform to the current year presentation.


                                      F-12
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE D - INVESTMENT TAX CREDITS RECEIVABLE

     The  Company  has  filed  claims  for  Canadian   investment   tax  credits
     aggregating  $912,297  for fiscal  years ended  October  31,  1992  through
     October 31, 1998.  These scientific  research and experimental  development
     investment tax credits are available to certain  entities located in Canada
     for  qualified  scientific  research  expenditures.  The rate of credit for
     qualified  research and development  expenditures  varies  according to the
     status of the company  and, in certain  instances,  the  company's  taxable
     income for the prior year. Credits  aggregating  approximately  $53,000 and
     $64,000, in 1998 and 1997, respectively,  have been recorded as a reduction
     in research and development expense.

     In September 1998, Revenue Canada, the Canadian taxing authority, issued an
     assessment to the Company with respect to its claims for fiscal years ended
     October  31,  1992  through  October  31,  1995 and an  assessment  for the
     Company's  claim  related to fiscal  1996  followed  in January  1999.  The
     assessments  resulted from the  completion of both financial and scientific
     audits.

     All  of  the  Company's  claims  were  subjected,  by  Revenue  Canada,  to
     reductions  based on Revenue  Canada's  disallowance  of  certain  expenses
     related to projects deemed non-qualifying. In addition, Revenue Canada also
     denied the  Company's  claims for the  enhanced  refundable  credit for the
     fiscal years ended  October 31, 1994 through  October 31, 1996 on the basis
     that  the  Company  did  not  qualify  as  a  Canadian-controlled   private
     corporation ("CCPC").

     The Company  challenged these assessments  through the filing of Notices of
     Objection for each of the claim years.  Accordingly,  after a review of the
     file by Revenue  Canada  Appeals,  CCPC status was conferred on the Company
     and the local appeals officer was ordered to reassess.

     The  Company  continues  to object  to the  reductions  resulting  from the
     scientific  audits. At this time, the Company cannot  reasonably  determine
     the  likelihood of success in appealing the  reductions  resulting from the
     scientific audits and has therefore recorded an allowance in fiscal 1997 of
     $296,029  against its  scientific  research  and  experimental  development
     investment  tax  credits  receivable.   Due  to  continued  delays  in  the
     processing of such appeals at Revenue Canada, it is estimated that a result
     may take  over one  year to  obtain.  To date,  the  Company  has  received
     approximately  $319,000  of  such  credits,  which  have  been  applied  to
     outstanding payroll taxes and other government liabilities (see Note J).


                                      F-13

<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE E - FIXED ASSETS

     Fixed assets consist of the following:

                                       Useful
                                        life                 1998

      Computer software               5-10 years        $  422,292
      Computer equipment              5-10 years           370,750
      Furniture and fixtures          5-20 years            40,129
      Leasehold improvements          5-10 years           130,091
      Office equipment                5 years              100,271
                                                        ------------

                                                         1,063,533

      Less accumulated depreciation and amortization      (753,907)

                                                        $  309,626



     Amortization expense for capitalized software totaled approximately $52,100
     and  $65,500  in 1998  and  1997,  respectively.  Accumulated  amortization
     approximated $424,000 at October 31, 1998.


NOTE F - TRANSACTIONS WITH RELATED PARTIES

     Notes Receivable - Parent Company

         Navtech  Applied  Research  Inc.  ("NARI"),  the parent  company of the
         Company,  is the  continuing  Canadian  corporation  resulting from the
         merger  of Ray  English  and  Associates  Inc.  ("RE&A")  and NARI (the
         "Merger"). NARI is owned by an executive vice-president and director of
         the  Company.  Prior to the  Merger,  RE&A  had been  owned by a former
         chairman of the Company  (for the period from  December 1, 1993 through
         October 31, 1994) who resigned from that position on October 31, 1994.


                                      F-14

<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE F (continued)

          The balance  owing from NARI as at October 31, 1998 is composed of the
          following amounts:

               Promissory Note # 1                       $ 532,203
               Promissory Note # 2                         109,763
               Intercompany advances receivable            206,676
                                                          --------

                                                           848,642
               Less: Allowance                            (588,879)

                                                         $ 259,763


         Promissory Note # 1 ("Note # 1")

         In 1993,  Support charged its then parent  company,  RE&A, a management
         and marketing fee in connection with the management of certain software
         owned by EAS,  formerly a subsidiary of RE&A.  Effective July 15, 1995,
         RE&A  executed  and  delivered  to  Support  a  promissory  note in the
         principal amount of $750,000  Canadian to evidence certain  obligations
         to Support as of such  date.  Note # 1 is payable on July 15,  2005 (or
         sooner, as described below) and provides for interest at the rate of 5%
         per annum payable annually.

         Further,  pursuant to a consulting and marketing agreement between RE&A
         and Support,  RE&A would  provide  software  marketing  services to the
         Company.  Support  shall have the right to offset  $3,500  Canadian per
         month ($2,625 U.S. at October 31, 1996) against compensation  otherwise
         payable to RE&A  thereunder  as a payment of amounts due under the RE&A
         Note. The consulting and marketing agreement also provides for finder's
         fees and commissions of 2% and 10%, respectively,  for the introduction
         of potential clients and for the licensing of software. The Company has
         the right to apply 10% to 25%, as  defined,  of the  finder's  fees and
         commissions against amounts outstanding on Note # 1. Effective with the
         Merger, this agreement was cancelled.

         Promissory Note # 2 (Note # 2)

         In  July  1998,  NARI  purchased  300,000  shares  of  the  Company  in
         consideration  for $300  cash and a  promissory  note in the  principal
         amount  of  $134,700.  Note  # 2 is  payable  in  forty  eight  monthly
         installments  of  principal  and interest of $4,375 and provides for an
         interest  rate of 10% per annum.  Additional  payments of principal are
         permitted  based on amounts  due to NARI under a royalty  agreement  as
         discussed below.


                                      F-15
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE F (continued)

         Effective  July 15, 1999,  NARI and the Company  entered into a royalty
         agreement  (the "Royalty  Agreement")  that provides the Company with a
         non-exclusive  license to use the weather and NOTAMs  software owned by
         NARI.  The  royalty is  calculated  as 10% of a Gross  Revenue  Base as
         defined in the Royalty  Agreement.  NARI is applying  the excess of the
         monthly  royalty  amount  over  its  required  payments  on Note # 2 as
         additional payments of principal.

         Intercompany Advances Receivable

         NARI  has used the  common  stock  purchased  and the  majority  of the
         advances  made during 1998 to purchase the weather and NOTAMs  software
         licensed  to  the  Company.  As a  result  of  the  above  fiscal  1998
         transactions  by and  amongst  NARI  and the  Company,  management  has
         revised its estimate of the ultimate amount presently  collectible from
         NARI  and  provided  for  an  additional   allowance  of  approximately
         $394,000. Such estimate is based principally on the estimated net worth
         of NARI, and the historical cost o the software assets owned by NARI.

         The Company has made  additional  advances to its parent  company which
         carry no repayment terms.


     Due to Related Parties

         Due to related parties at October 31, 1998 consists of the following:

               Demand loans - related party (i)                       $  18,518
               Loans payable - related parties (ii)                      64,682
               Other note payable - related parties (iii)               171,447
                                                                        -------

                                                                       $254,647

                (i) The  demand   loans  bear   interest  at  9.18%  per  annum,
                    compounded   monthly.   The  amount  is  due  to  a  company
                    controlled by an officer of the Company

                                      F-16
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE F (continued)

               (ii) Loan payable - related party consists of a chattel  mortgage
                    on specific  computer  equipment in the  original  amount of
                    $120,000 Canadian due to a company owned by the brother of a
                    shareholder of the Company.  The loan was originally due May
                    10,  1997  and  bears  interest  at 15%  per  annum  payable
                    monthly.  Under an  agreement  dated  August  1,  1998,  the
                    balance of $95,982  Canadian  remaining  at that time,  plus
                    accrued  interest  through July 31, 1998, was payable in six
                    monthly payments of $5,000 Canadian each and then continuing
                    monthly  payments  of  $10,000  Canadian  until the loan and
                    interest have been paid off.

               (iii)Other notes payable - related  parties bear interest form 5%
                    - 18% and require monthly payments of interest and principal
                    through May 2005.  Maturities  of related  party debts as of
                    October 31, 1998 are as follows:

                          October 31,
                          1999                                        139,789
                          2000                                         88,310
                          2001                                         26,548
                                                                    ---------

                                                                    $ 254,647



NOTE G - BANK REVOLVING DEMAND LOANS AND LONG TERM DEBT

     The Company has a revolving  bank demand loan facility  which  provides for
     borrowings of up to $115,000  Canadian  which are payable on demand.  These
     demand loans bear interest at the bank's prime rate plus 1.25%.
<TABLE>
<S>                                                                                       <C>

     Long-term debt is as follows as of October 31, 1998:

      Small business bank loan  payable,  interest at the bank's prime rate plus
        1.75%,  payable in monthly  principal  payments of $5,123  Canadian plus
        interest based on a 48 month amortization period
                                                                                                $102,918

      Term loan,  interest at 9.18%,  payable in monthly  payments of  principal
        and interest of $7,351 through September 30, 2000                                        166,473

      Equipment note,  payable in monthly  payments of principal and interest of
        $598 through August 2003                                                                  22,057
                                                                                                  ------
                                                                                                 291,448
      Less current portion                                                                      (118,748)
      Long-term portion                                                                         $172,700
</TABLE>

                                      F-17
<PAGE>

                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE G (continued)

     Substantially  all of the Company's  assets are pledged as  collateral  for
     revolving  demand  loans and long term debt.  In  addition,  the  revolving
     demand  loans are  hypothecated  by a U.S.  term  deposit  in the amount of
     $50,000 (U.S.) which is presented as "restricted  cash" in the accompanying
     balance sheet.

     As of October  31,  1998,  a wholly  owned  subsidiary  of the  Company had
     factored certain trade  receivables,  with full recourse to the subsidiary,
     resulting in net advances of approximately $145,000.

     Maturities of long-term debt as of October 31, 1998 are as follows:

                                  October 31,
                                        1999                   $ 118,728
                                        2000                     126,787
                                        2001                      35,007
                                        2002                       5,462
                                        2003                       5,464
                                                              ----------
                                                               $ 291,488


NOTE H - INCOME TAXES

     The Company's  fiscal 1998 and 1997 effective  income tax rate differs from
     the statutory U.S. Federal income tax rate as a result of the following:

                                                  1998                1997
                                                ---------           --------

      Statutory U.S. Federal tax rate            (34.0)%             (34.0)%
      Increase in valuation allowance             34.0                34.0
                                                  ----                ----
                                                   -   %                -  %
                                                 ======              ======

     The  temporary  differences  which  give rise to  deferred  tax  assets and
liabilities at October 31, 1998 are summarized as follows:

                                      F-18
<PAGE>



                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE H (continued)

      Deferred tax assets
          Net operating loss carryforwards                            $ 327,000
          Deferred salaries and other compensation                      341,000
          Allowance for doubtful accounts                               415,000
          Fixed assets                                                   24,000
                                                                      ---------

               Total deferred tax assets                              1,107,000

      Deferred tax liabilities
          License fees receivable                                       (31,000)
          Scientific research and experimental development
             credits, net                                              (201,000)

               Total deferred tax liabilities                          (232,000)

               Net deferred tax assets                                $ 875,000
                                                                       ========

      Valuation allowance                                             $(875,000)


     During  fiscal  1998,  the  Company  increased  its  allowance  by $317,000
     principally  due to an increase in the Company's  deferred tax assets.  The
     Company, for United States purposes, has available to offset future taxable
     income net operating loss carryforwards  approximating  $797,000 at October
     31, 1998, which expire through 2018. For Canadian tax purposes, the Company
     has fully  utilized its  available net operating  loss  carryforwards.  The
     Company has  available  scientific  research and  experimental  development
     credits of $674,000  Canadian  ($437,000  U.S.)  expiring  through 2000 and
     2005, respectively.  The Company has established a valuation allowance with
     respect to its net deferred tax assets,  as it cannot  presently assess the
     utilization of such deferred tax assets as more likely than not.


NOTE I - STOCK OPTIONS

     The Company has adopted an incentive  stock option plan which,  as amended,
     reserved  125,000  unissued  shares of common stock for the plan.  The plan
     requires  that all options be granted at exercise  prices not less than the
     fair market value of the stock on the date of grant. In September 1987, the
     Company  adopted a  nonqualified  stock option plan which  reserved  62,500
     unissued  shares of common stock for the plan.  The  Company's  subsidiary,
     Support,  has outstanding  options to purchase 300,000 shares of its common
     stock at exercise prices ranging from $.20 to $.50 Canadian per share.

                                      F-19
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE I (continued)

     Further,  in 1995,  the Company  adopted the 1995 Key Advisor  Stock Option
     Plan (the "1995  Advisor  Plan"),  which  provides  for the granting to key
     employees and advisors of the Company of nonqualified stock options for the
     purchase  of a  maximum,  as  amended  in 1996,  of  700,000  shares of the
     Company's  common  stock.  Under the terms of the 1995  Advisor  Plan,  the
     options,  which expire no later than ten years after grant, are exercisable
     at a price determined by the Board of Directors,  and become exercisable in
     accordance with terms established at the time of the grant.
<TABLE>
<S>                                      <C>                     <C>               <C>           <C>

     Summary information with respect to the stock option plans follows:

                                                                                       Weighted
                                                   Range of         Outstanding        Average        Outstanding
                                                   Exercise           options          Exercise         Options
                                                    Prices            granted            Price        Exercisable

      Balance at November 1, 1996                0.625 - 3.24           653,377           0.687         653,127

      Expired                                    0.625 - 3.24           (27,001)          0.77          (26,751)
                                                                     ----------                        --------

      Balance at October 31, 1997                0.625 - 1.88           626,376           0.684         626,376
                                                                     ==========                         =======

      Balance at October 31, 1998                0.625 - 1.88           626,376           0.684         626,376
                                                                     ==========                         =======
</TABLE>

     During  fiscal 1998,  no options were  granted or  terminated.  On July 15,
     1998, an option holder  agreed to not exercise  200,000  options until such
     time as the Company's authorized capital has been increased.

     The following table summarizes information concerning currently outstanding
and exercisable nonqualified stock options:
<TABLE>
<S>                                             <C>                  <C>                 <C>

                                                                         Weighted-average
                                                     Number outstanding      remaining      Weighted-average
                                                            and          contractual life      exercise
                                                        exercisable          (months)            Price
      Range of exercise prices
                     $0.00 to $0.99                       550,000               21               $.625
                     $1.00 to $1.88                        76,376               56               $1.11

     There  were no  options  issued by the  Company  in  fiscal  1998 and 1997,
therefore there is no pro forma effect presented.
</TABLE>


                                         F-20
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE J - COMMITMENTS AND CONTINGENCIES

     1.  Failure to File Timely Reports

         By letter dated March 2, 1998, the  Securities and Exchange  Commission
         (the  "Commission")  advised the Company that it had failed to file its
         Annual  Report on Form  10-KSB for the fiscal  year ended  October  31,
         1997. In such letter, the Company was advised by the Commission that it
         reserved the right to bring an enforcement  action, as appropriate,  at
         any time.

         This  failure to file on a timely  basis  could  expose the  Company to
         enforcement  actions by the Securities and Exchange  Commission,  which
         could include civil penalties against the Company for violations of the
         reporting  requirements of Section 13(a) of the Securities Exchange Act
         of 1934, as amended (the  "Exchange  Act"),  and the rules  thereunder.
         Pursuant  to the  Exchange  Act,  the  amount of the  penalty  shall be
         determined  by the  court  in  light of the  facts  and  circumstances;
         however, for each violation,  the amount of the penalty, with regard to
         a company,  cannot exceed the greater of $50,000 or the gross amount of
         pecuniary  gain  to the  Company  as a  result  of any  violation.  The
         Exchange Act provides for  substantially  greater maximum  penalties in
         the  event the  violation  involved  fraud,  deceit,  manipulation,  or
         deliberate  or reckless  disregard of a regulatory  requirement  and/or
         such violation directly or indirectly resulted in substantial losses or
         created a significant risk of substantial losses to other persons.

         The Company  has also  failed to file its Annual  Report on Form 10-KSB
         for the fiscal year ended  October 31,  1998 and  Quarterly  Reports on
         Form 10-QSB for the fiscal  quarters ended January 31, 1998,  April 30,
         1998,  July 31,  1998,  January 31,  1999,  April 30, 1999 and July 31,
         1999.

         The  Company  intends to file its Annual  Report on Form 10-KSB for the
         fiscal year ended  October 31, 1997;  its Annual  Report on Form 10-KSB
         for the fiscal year ended October 31, 1998;  and its Quarterly  Reports
         on Form 10-QSB for the fiscal  quarters  ended January 31, 1998,  April
         30, 1998, July 31, 1998,  January 31, 1999, April 30, 1999 and July 31,
         1999 all on or before  October 20,  1999.  No  assurances  can be given
         that,  notwithstanding  the  Company's  filing  of  the  aforementioned
         documents on or before the date set forth above,  the  Commission  will
         not seek to recover civil  penalties from the Company.  Any such action
         taken by the  Commission  could have a material  adverse  effect on the
         Company's financial position,  liquidity and results of operations.  As
         the Company cannot presently predict, with any certainty,  the ultimate
         outcome  of this  matter,  no  amounts  have been  provided  for in the
         accompanying consolidated financial statements.

                                      F-21
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE J (continued)

     2.  Operating Lease Commitments

         The Company leases equipment and office space pursuant to various lease
         agreements  which expire through fiscal 2006. The annual rent of office
         space  consists of minimum  rent,  real estate taxes,  maintenance  and
         other expenses. The Company also leases certain computer equipment from
         a company  controlled  by the spouse of an Officer and  Director of the
         Company pursuant to an agreement which expires in fiscal 2004.

         Future  minimum  annual  rental  payments  pursuant  to  these  leasing
         agreements as of October 31, 1998 are summarized as follows:
<TABLE>
<S>                                          <C>              <C>               <C>                 <C>

                                                                                     Related
                                                Office                                Party
                                                 Space            Equipment          Equipment           Total

          1999                                 $  79,276          $  49,682          $11,282            $140,240
          2000                                    61,571             46,173           11,321             119,065
          2001                                    57,444             31,996           10,110              99,550
          2002                                    57,444              7,903           10,110              75,457
          2003                                    57,444              1,685           10,110              69,239
                                                --------          ---------          -------            --------

                                                $313,179           $137,439          $52,933            $503,551
                                                 =======            =======           ======             =======
</TABLE>

         Rental  costs for  fiscal  1998 and 1997 were  $205,668  and  $199,207,
         respectively.  Rental cost incurred in 1998 and 1997 in connection with
         the  equipment  lease with the  related  party was $4,310 and  $21,049,
         respectively.

     3.  Employment Contracts

         The Company has entered into  employment  agreement  with its chairman.
         Effective August 1999, the Company entered into a retirement  agreement
         with the chairman, which effectively superseded the employment contract
         as of that date.  Both these  agreements  provide for  minimum  monthly
         compensation.  The Company's obligations under the retirement agreement
         expires November 2003.

                                      F-22

<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE J (continued)

         Approximate  aggregate  minimum  compensation   obligations  under  the
         agreements  with  the  Company's  chairman  at  October  31,  1998  are
         summarized as follows:

                                 Year                          Amount

                                 1999                       $   156,457
                                 2000                           150,000
                                 2001                           150,000
                                 2002                           150,000
                                 2003                           150,000
                                                              ----------

                                                            $   756,457


         The Company has entered into employment and consulting  agreements with
         its chairman,  Chief Executive Officer,  former Chairmen and a director
         of the Company,  which provide for minimum  monthly  compensation.  The
         Company's  obligations  under such  agreements  expire at various times
         during the period from September 1997 through March 31, 2004.  Further,
         the Company has entered into a retirement  agreement  with its chairman
         dated August 5, 1999,  which  provides  for,  among other  things,  the
         payment  of  96  consecutive  monthly  payments  of  $6,250  commencing
         November  25, 1999 for services  rendered for the period from  November
         1996 through  October 1998. The Company has provided for  approximately
         $300,000  relating to the net present value of the services provided by
         the chairman  during fiscal 1998 and 1997.  Concurrent with the term of
         this retirement agreement, the Company has also agreed to reimburse the
         Chairman for expenses  incurred in the amount of $60,594  (payable over
         the period  August 1999 to May 2000) and to obtain a declining  balance
         life  insurance  policy on the  Chairman  commencing  with  coverage at
         $600,000 and declining at a rate of $150,000 per year.  The proceeds of
         which are payable in full settlement of any remaining obligation at the
         time of the former  Chairman's  demise.  All amounts due by  promissory
         notes  contain  acceleration  provisions,  in the  event,  among  other
         things, default in payment.

     4.  Nonremittance of Payroll Taxes

         During and as of the year ended  October 31, 1997,  the Company has not
         timely remitted to the respective tax collecting  jurisdictions payroll
         taxes  withheld  from  employees'  earnings.  At October 31, 1998,  the
         unremitted  balance  aggregated  approximately  $164,000  (included  in
         accrued and other  liabilities)  which is subject to additional penalty
         and interest charges until paid.

     5.  Legal Proceedings

         The  Company  is  subject  to  various  legal  proceedings,  claims and
         liabilities which arise in the ordinary course of its business.  In the
         opinion  of  management,  the  amount of any  ultimate  liability  with
         respect to these actions will not have a material adverse effect on the
         Company's  consolidated  results of operations,  cash flow or financial
         position.

                                      F-23
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE K - FAIR VALUE OF FINANCIAL INSTRUMENTS AND BUSINESS CONCENTRATIONS

     The carrying  amounts of cash,  accounts  receivable,  and  investment  tax
     credits  receivable  are estimated to  approximate  their fair values.  The
     Company  believes  that the carrying  amount of its bank  revolving  demand
     loans  and  long-term  debt  approximates  the fair  value as the  variable
     interest  rate  approximates  the current  prevailing  interest  rate.  The
     Company  believes that it is not  practicable to estimate the fair value of
     its other liabilities due to its current financial condition.

     In  fiscal  1998,   one  customer   accounted  for  10%  of  the  Company's
     consolidated revenues,  and, in 1997, one customer accounted for 11% of the
     Company's consolidated revenues.


NOTE L - OFFICE RELOCATION COSTS AND RESTRUCTURING CHARGES

     During  fiscal  1997,  the  Company  moved its  Canadian  facility to a new
     facility in Waterloo,  Ontario.  Costs  associated with this relocation are
     recorded in the accompanying Statements of Operations as "office relocation
     costs" and aggregated $67,678 during fiscal 1997.

     In addition,  as a result of the  Company's  consolidation  of its New York
     facility into the new Waterloo,  Ontario facility, which was also completed
     in fiscal 1997, the Company has recorded  $90,948 of pre-tax  restructuring
     charges.  The restructuring  charges include costs incurred for moving from
     the New York facility to the recently  acquired  Canadian  facility.  As of
     October 31, 1997,  all expenses have been incurred  pertaining to the above
     mentioned charges.


NOTE M - FOURTH QUARTER ADJUSTMENTS

     During the fourth  quarter of fiscal  1997,  the  Company  wrote off a note
     receivable from its former Chairman against earnings aggregating  $599,456,
     established  an allowance of $296,029  against its  investment  tax credits
     receivable   and  increased   the   allowance  for  doubtful   accounts  by
     approximately $106,297.


NOTE N - INDUSTRY SEGMENT INFORMATION AND GEOGRAPHIC AREA
     OPERATIONS

     The Company operates in one business segment, providing computerized flight
     planning  services  and  software  to  commercial  airlines  and  corporate
     aircraft users in the aviation industry.

     A summary of the Company's  operations  by  geographic  area for the fiscal
years ended October 31, 1998 and 1997 is as follows:

                                      F-24
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE N (continued)
<TABLE>
<S>                                                                  <C>                     <C>

                                                                              1998                    1997
                                                                          -------------           -------------
      Net sales
          United States                                                      $3,092,291              $2,052,518
          Canada                                                                527,706                 523,556
          Other                                                                 229,749                 214,293
                                                                            -----------             -----------

              Total net sales                                               $ 3,849,746             $ 2,790,367
                                                                             ----------              ----------

      Operating (loss) profit
          United States                                                     $   (20,660)         $   (1,165,939)
          Canada                                                                 26,881                (626,882)
                                                                              ---------             -----------

               Total operating income (loss)                                     $6,221             $(1,792,821)
                                                                                  =====              ==========

      Identifiable assets
          United States                                                      $1,274,007              $1,040,648
          Canada                                                              1,350,778                 995,610
          Eliminations                                                       (1,047,131)               (851,131)
                                                                           ------------              ----------

               Total identifiable assets                                     $1,577,654              $1,185,127
                                                                              =========               =========

</TABLE>

NOTE O - SUBSEQUENT EVENTS

      On October 1, 1999,  Support  entered into an agreement to purchase all of
      the outstanding  shares of Skyplan Services (UK) Limited  ("Skyplan") from
      Skyplan  Services  Ltd.  Skyplan,  incorporated  in  the  United  Kingdom,
      provides  flight  planning  and  overflight  permit  assistance  through a
      service bureau located near Gatwick  Airport.  Currently,  there are eight
      full time staff members employed at this location. Skyplan's customer base
      is primarily located throughout Europe, Africa and the Middle East.

      The  Company  will be  accounting  for this  acquisition  by the  purchase
      method.  Accordingly,  the Company will only include results of operations
      of  Skyplan in its books from  October  1,  1999.  Furthermore,  under the
      purchase  method,  the Company will determine the fair market value of the
      assets in order to properly  allocate the purchase  price and separate out
      the  goodwill  component,  if any.  Goodwill,  if any,  will be  amortized
      straight line over a ten year basis.

                                      F-25
<PAGE>


                       Compuflight, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1998 and 1997



NOTE O (continued)

     In  consideration  for the shares of Skyplan,  Support has agreed to pay to
     Skyplan  Services Ltd.  Canadian  $180,000 in two  installments.  The first
     installment of $125,000 was payable upon closing. The second installment of
     $55,000 is payable on October 22,  1999.  No shares of the common  stock of
     the Company were issued.

     The  information  required  to  provide  supplemental  pro  forma  data  is
     currently not available

                                      F-26

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

The  total  number  of  Common  Shares  outstanding  as  November  30,  1999 was
2,001,980. The Common Shares are the only class of securities outstanding.  Each
share  is  entitled  to  one  vote.  The  following  table  sets  forth  certain
information regarding the Company's outstanding Common Shares beneficially owned
as of  November  30,  1999 by (i) each person who is known by the Company to own
beneficially or exercise voting or dispositive  control over more than 5% of the
Company's Common Shares, (ii) each present Director,  (iii) each person named in
the Summary  Compensation  Table above,  and (iv) all of the  Company's  present
executive officers and directors as a group: <TABLE> <S> <C> <C>

----------------------------------------------------------------------------------------------------------
                                                                                    Approximate
  Name and Address of Beneficial                                                   Percentage of
              Owner                Number of Shares Beneficially Owned          Outstanding Shares
----------------------------------------------------------------------------------------------------------
Dorothy A. English                           1,007,766(1)(2)                           50.3%
175 Columbia Street West
Waterloo, Ontario,
Canada
----------------------------------------------------------------------------------------------------------
Navtech Applied Research Inc.                 802,766(2)(3)                            40.1%
175 Columbia Street West
Waterloo, Ontario,
Canada
----------------------------------------------------------------------------------------------------------
Kenneth M. Snyder                               350,000(4)                             14.9%
1751 Westwood Drive
Minden, Nevada
----------------------------------------------------------------------------------------------------------
Global Weather Dynamics, Inc                     250,000                               12.5%
2400 Garden Road
Monterey, California
----------------------------------------------------------------------------------------------------------
Innovation Ontario Corporation                   125,000                                6.2%
56 Wellesley Street West
Toronto, Ontario, Canada
----------------------------------------------------------------------------------------------------------
Russell K. Thal                                 93,813(5)                               4.5%
125 Mineola Avenue
Roslyn Heights, New York
----------------------------------------------------------------------------------------------------------
Denis L. Metherell                                6,000                                   *
175 Columbia Street West
Waterloo, Ontario,
Canada
----------------------------------------------------------------------------------------------------------
Duncan Macdonald                                  - (6)                                   *
275 Slater Street
Ottawa, Ontario,
Canada
----------------------------------------------------------------------------------------------------------
All executive officers and
directors as a group (7 persons)            1,457,579(1)(4)(5)                         60.0%
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Represents  802,766  shares  beneficially  owned   by  Navtech  Applied
         Research  Inc. ("NARI") (see footnote (3)  below)  and  205,000  shares
         beneficially owned by Ms. English.

(2)      Such persons may be deemed parents of the Company.

(3)      Represents shares beneficially owned by NARI, of which, the Company has
         been advised, Ms. English is the Chairman,  Chief Executive Officer and
         sole shareholder.  Furthermore, the Company has been advised that these
         shares have been pledged to Raymond  English as collateral  for certain
         amounts due to Mr.  English under an agreement  between Mr. English and
         NARI.  NARI has  maintained  voting  control  over  these  shares.  See
         "Certain Relationships and Related Transactions."

(4)      Represents  shares issuable upon exercise of options that are currently
         exercisable.

(5)      Includes  75,938  shares  issuable  pursuant to  currently  exercisable
         options  and 312 shares  owned by Mr.  Thal's  wife.  This shall not be
         deemed an admission that Mr. Thal is the beneficial owner of the shares
         owned by his wife.

(6)       Mr.  Macdonald  has  voluntarily  agreed  not  to  exercise  currently
          exercisable  options  held by him for the  purchase of 200,000  Common
          Shares until such time as the authorized  share capital of the Company
          has been  sufficiently  increased.  In addition,  as  discussed  under
          "Certain  Relationships and Related  Transactions - Duncan Macdonald,"
          in the event of such  increase  in  authorized  share  capital  of the
          Company,  a maximum of 343,546  Common  Shares  will be issuable to an
          entity  controlled  by  Mr.  Macdonald  pursuant  to  the  terms  of a
          convertible loan made by such entity to the Company.

<PAGE>


ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTIES

1.   Navtech Applied Research Inc.

     General

     Ray English and Associates Inc. ("RE&A") was a corporation  incorporated in
Ontario,  Canada. Until June 29, 1998, RE&A was controlled by Raymond English, a
former  Chairman of the Company.  As of that date,  pursuant to a share transfer
agreement, the ownership of RE&A was transferred to Mr. English's former spouse,
Dorothy A.  English.  Dorothy A.  English is an  Executive  Vice  President  and
Director  of the  Company.  As of July 2,  1998,  RE&A was merged  with  Navtech
Applied Research Inc. ("NARI") and continued operations under the latter name.

     NARI was  incorporated  in Ontario,  Canada on December 31, 1997 and during
all material  times has been wholly owned by Dorothy A.  English,  who serves as
its Chairman and Chief Executive Officer.

     References to RE&A below will pertain strictly to the company as it existed
prior to the merger with NARI.

     Share Ownership

     NARI owns 802,766 Common Shares of the Company.  On or about July 15, 1995,
RE&A had  transferred  all of its  Common  Shares of the  Company  to Dorothy A.
English,  as voting trustee  pursuant to a voting trust agreement  between them.
When control of RE&A was  transferred  to Dorothy A. English as discussed  above
and RE&A and NARI merged,  the voting trust  agreement  was  terminated  and the
shares  returned  to NARI.  At that time,  the share  certificate  was placed in
escrow as security for amounts  payable by NARI to Mr.  English  pursuant to the
share transfer agreement discussed above.

     RE&A/Navtech Transactions

     In 1993,  Navtech  charged  RE&A,  its then parent  company,  a management,
consulting  and  marketing  fee in  connection  with the  management  of certain
software  owned by EAS,  formerly a subsidiary  of RE&A.  Navtech also  advanced
funds to RE&A in order to assist  RE&A in meeting  its  continuing  obligations.
Effective  July 15, 1995,  RE&A  executed and  delivered to Navtech a promissory
note in the principal amount of $750,000  Canadian (the "RE&A Note") to evidence
certain obligations to Navtech as of such date. The RE&A Note is payable on July
15, 2005 (or sooner,  as described  below) and provides for interest at the rate
of 5% per annum payable  annually.  Effective  with the merger of RE&A and NARI,
NARI, by operation of law, assumed the obligation represented by the RE&A Note.

     Further,  pursuant to a consulting and marketing agreement between RE&A and
Navtech,  RE&A agreed to provide  software  marketing  services to the  Company.
Navtech had the right to offset $3,500  Canadian per month against  compensation
otherwise  payable to RE&A  thereunder  as payment of amounts due under the RE&A
Note.  Effective  July 15,  1998,  this  agreement  was  terminated  by NARI and
Navtech.


<PAGE>

2.   Global Weather Dynamics, Inc.

     On July 15, 1998, NARI acquired from Global Weather Dynamics, Inc. ("GWDI")
all  of the  assets  of the  GWDI's  Weather  Services  Division  ("WSD")  for a
consideration  consisting  of $250,000 in cash,  the delivery of 250,000  Common
Shares of the Company to GWDI and the  delivery of 50,000  Common  Shares of the
Company to an  unrelated  third  party as a finder's  fee.  The  primary  assets
acquired included the weather and certain other software that had been developed
by GWDI. In addition, NARI obtained an assignment of the WSD customer contracts.

     Following the WSD acquisition by NARI, NARI and Compuflight  entered into a
non-exclusive,   non-transferable   software  license  agreement  (the  "License
Agreement")  for a term  commencing  August 1, 1998 and  expiring  initially  on
October 31, 1999,  pursuant to which  Compuflight  has been granted the right to
install,  configure,  modify and use in its business  the  software  acquired by
NARI.  Pursuant  to the License  Agreement,  the term  automatically  renews for
additional  one year  periods  unless  either party gives at least 60 days prior
written notice of its desire not to renew. Since no notice was given at least 60
days prior to October 31, 1999,  the current term of the License  Agreement  has
been  extended  to October  31,  2000.  In  addition,  pursuant  to the  License
Agreement,  Compuflight  is obligated to pay royalties in an amount equal to 10%
of certain  revenues  derived from the sale of data processed using the licensed
software.  Concurrently with the execution of the License  Agreement,  NARI also
assigned to Compuflight the rights it had obtained from GWDI with respect to the
WSD customer contracts.

     In order to effect NARI's  acquisition of WSD,  certain  transactions  were
undertaken  between the Company and NARI to provide the  necessary  financing as
follows:

    1.   NARI purchased from Compuflight 300,000 Common Shares of the Company in
         consideration  of $300 in cash and the delivery of a promissory note in
         the amount of $134,700,  payable in 36 monthly installments and bearing
         interest at the rate of 10% per annum.  The note provides that payments
         are to be made by offsetting royalties due under the License Agreement.

    2.   Compuflight  borrowed $210,000 from a Canadian  financial  institution,
         which loan is repayable  over a 28-month  term bearing  interest at the
         rate of 9.18% per annum.  Dorothy A. English personally  guaranteed the
         repayment of this loan.

    3.   The proceeds from the loan were  transferred to Navtech which, in turn,
         loaned $150,000 to NARI. This loan bears interest  commencing  November
         1,  1998 at the rate of 10% per annum and is  repayable  in 36  monthly
         installments commencing November 1, 1999.

    4.   Subsequent  to October 31, 1998,  the  Company  advanced an  additional
         $100,000 to NARI. The additional advance  is repayable  commencing with
         the  payment  in full of the  promissory  note  in Item 1 above.  It is
         repayable at the same monthly  rates  outlined  above.  The weather and
         other  software  acquired  by  NARI and  licensed to the Company was of
         critical  importance  to the  Company  in order for  it to  maintain  a
         competitive   advantage   in  the  delivery  of  its  products  to  the
         marketplace.  The Company  had determined that the internal development
         of this software  would require  at least 10 man-years to complete at a
         cost estimated to be in excess of  $700,000.  Furthermore,  the Company
         was paying  third  party  weather  suppliers  approximately  $4,000 per
         month for  weather and  related  data it had  determined  was below the
         standards required by the Company's customers.

3.   Russell K. Thal

     Reference is made to "Employment  Contracts;  Termination of Employment and
Change-in-Control  Arrangements"  for  a  discussion  of  a  certain  retirement
agreement entered into between the Company and Mr. Thal.

4.   AVCON Associates Inc. ("AVCON")

     AVCON, an entity of which Denis L.  Metherell,  Secretary and a Director of
the  Company,  is a Vice  President  and a  Director,  leased  certain  computer
equipment to Navtech. Effective January 31, 1996, the leases were terminated. On
October 1, 1996, the Company  entered into two new lease  agreements for certain
computer equipment.  These agreements were replaced on June 1, 1999 with amended
lease agreements.  Under the present agreements, the Company is required to make
varying  payments  until  November  2004.  The Company  believes  that the lease
payments,  which commenced July 1999 at $1,952 Canadian per month, are no higher
than would be payable to a nonaffiliated third party.

<PAGE>


     On  October  31,  1996,  the  Company  executed  and  delivered  to AVCON a
promissory note in the principal  amount of $53,000  Canadian (the "AVCON Note")
to evidence  amounts due under the terminated  lease  agreement  noted above and
outstanding as of such date. On June 1, 1999, the Company  amended the note (the
"Amended AVCON Note") to include  additional arrears that had accumulated on the
two  leases.  The  Amended  AVCON  Note is in the  principal  amount of  $90,000
Canadian,  provides  for interest at the rate of 18% per annum and is payable as
follows:

     1.   interest only of $1,350 Canadian per month from July 1999 to September
          2000;

     2.   interest and principal of $2,400  Canadian per month from October 2000
          to April 2005; and

     3. a residual payment of principal and interest of $1,263 in May 2005.

5.  Duncan Macdonald

     Effective as of June 1, 1996,  Navtech  entered into a two year Key Advisor
Agreement (the "Macdonald Key Advisor Agreement") with Duncan Macdonald pursuant
to which Mr.  Macdonald was retained to serve as Chief Executive  Officer of the
Company.  Pursuant to the Macdonald Key Advisor Agreement, as amended in January
1997,  Mr.  Macdonald  was  entitled  to  receive  a base  weekly  fee of $3,000
Canadian. In addition, a bonus of $5,000 Canadian per fiscal quarter was payable
during the term of the Macdonald Key Advisor Agreement.  Mr. Macdonald agreed to
expend at least 75% of his working time in the  fulfillment  of his duties under
the Macdonald Key Advisor Agreement. Mr. Macdonald has waived his entitlement to
the bonus amounts  related to each of the fiscal  quarters of 1997 and 1998. The
Macdonald  Key  Advisor  Agreement  expired  in  1998,  although  Mr.  Macdonald
continued to serve as Chief Executive Officer until December 1998 under the same
terms.

     Effective  December  1,  1998,  the  Company  entered  into a twenty  month
Employment  Agreement  (the  "Macdonald  Employment   Agreement")  engaging  Mr.
Macdonald as Chief Executive  Officer of the Company.  Mr. Macdonald is entitled
to receive a base  quarterly fee of $1,250  commencing  with the fiscal  quarter
ended January 31, 1999. Mr. Macdonald has agreed to make 30% of his working time
available to the Company.

     Effective  January  1,  1999,  Navtech  entered  into a two  year  Services
Agreement  (the  "Kintyre-Navtech  Agreement")  with  Kintyre & Company  Limited
("Kintyre"),  a  company  owned  by Mr.  Macdonald.  Under  the  Kintyre-Navtech
Agreement,  Kintyre has agreed to provide the services of Mr.  Macdonald and Mr.
Vietze,  as well as other  Kintyre  staff as  needed,  to assist  Navtech  in it
stategic corporate structuring and corporate finance and accounting  activities.
Kintyre is entitled to receive a base monthly fee of $23,250  Canadian,  plus an
annual bonus of $8,700 Canadian.

     In April 1999, St. Andrews Capital Limited  Partnership ("St.  Andrews LP")
advanced  $90,000 to the Company for working  capital  purposes.  Mr.  Macdonald
serves as the  President  of the  general  partner of St.  Andrews LP and is the
controlling stockholder of such general partner. The advance from St. Andrews LP
is repayable, together with interest at the rate of 18% per annum, in 22 monthly
installments.

     On October 1, 1999,  St.  Andrews LP  advanced  $128,830  to the Company to
finance the Company's  acquisition of Skyplan Services (UK) Limited. At the time
of the loan,  the  Company  had  sufficient  working  capital to  undertake  the
transaction,  but determined that it was prudent to obtain outside financing. As
provided for in a term sheet (which calls for the completion of definitive  loan
documents),  the  loan  bears  interest  at the  rate  of 10% per  annum  and is
repayable  in 24 equal  monthly  payments  of  approximately  $5,945  commencing
November 1, 1999. The term sheet provides that the principal  amount of the loan
is convertible into Common Shares of the Company at a conversion price of $0.375
per share  effective on the first day of the month  following the approval of an
increase in the  authorized  share  capital of the Company  sufficient  for such
purpose.

6.  Rainer Vietze

     On November 1, 1998,  Mr.  Vietze  ceased his  employment  with Navtech and
commenced  employment  with  Kintyre.  Effective  December 1, 1998,  the Company
entered  into a  twenty  month  Employment  Agreement  (the  "Vietze  Employment
Agreement")  engaging Mr. Vietze as Chief Financial Officer of the Company.  Mr.
Vietze is entitled to receive a base quarterly fee of $625  commencing  with the
fiscal  quarter ended January 31, 1999. Mr. Vietze has agreed to make 30% of his
working time available to the Company.

<PAGE>


ITEM 13.      EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

     3(A) Certificate  of  Incorporation   and  amendments   thereto   including
          Certificate of Ownership and Merger (5)

     3(B) By-Laws (3)

     10(A)Employment  Agreement dated as of December 1, 1993 between the Company
          and Russell K. Thal (4) Amendment #1 thereto dated March 14, 1996 (5),
          and amendment thereto dated January 8, 1997 (6)

     10(B) Incentive Stock Option Plan (3)

     10(C) Non-Qualified Stock Option Plan (2)

     10(D)Consulting Agreement dated as of November 1, 1993 between Compuflight,
          Inc.  and Bert E.  Brodsky,  together  with  amendment  thereto  dated
          December 2, 1993 (1)

     10(E)Promissory  Note  dated as of  November  1,  1993  payable  by Bert E.
          Brodsky to the order of Compuflight,  Inc. in the principal  amount of
          $804,000 (1)

     10(F)Lease dated October 8, 1996 between Ferdi Investments  Company Limited
          and Navtech  Systems  Support Inc.  with respect to Waterloo,  Ontario
          premises (7)

     10(G) 1995 Key Employees and Advisors Stock Option Plan as amended (6)

     10(H)Consulting  and  Marketing  Agreement  dated  as of  January  1,  1995
          between  Navtech  Systems  Support Inc. and Ray English and Associates
          Inc. (5)

     10(I)Promissory  Note dated as of July 15, 1995  payable by Ray English and
          Associates  Inc. to Navtech  Systems  Support,  Inc., in the principal
          amount of $750,000 (5)

     10(J)Amendment  to  the   Promissory   Note  payable  by  Ray  English  and
          Associates  Inc. in the principal  amount of $750,000 dated as of June
          12, 1996 (6)

     10(K)Key   Advisor   Agreement   dated  as  of  October  1,  1995   between
          Compuflight, Inc. and Kenneth M. Snyder (5)

     10(L)Amended and  Restated  Stock  Option  Agreement  dated as of August 9,
          1995 between Compuflight, Inc. and Kenneth M. Snyder (5)

     10(M)Stock   Option   Agreement   dated  as  of  August  9,  1995   between
          Compuflight, Inc. and Duncan Macdonald (5)

     10(N)Key  Advisor  Agreement  dated  as of June  1,  1996  between  Navtech
          Systems Support Inc. and Duncan Macdonald (6)

     10(O)Retirement  Agreement  dated as of August 5, 1999,  between Russell K.
          Thal and Compuflight, Inc. (8)

     10(P)Promissory  Note dated as of August 5, 1999  payable  by  Compuflight,
          Inc.,  to the  order of  Russell  K. Thal in the  principal  amount of
          $600,000. (8)

     10(Q)Promissory  Note dated as of August 5, 1999  payable  by  Compuflight,
          Inc.,  to the  order of  Russell  K. Thal in the  principal  amount of
          $60,594. (8)

     10(R)Sale Purchase  Agreement  dated as of October 1, 1999 between  Navtech
          Systems Support,  Inc., and Skyplan Services Limited for the shares of
          Skyplan Services (UK) Limited. (8)

     10(S)Forbearance  and Continued  Service  Agreement  dated as of October 1,
          1999 between Navtech Systems Support and Skyplan Services Limited. (8)

     10(T)Software License  Agreement dated as of August 1, 1998 between Navtech
          Applied Research Inc. and Compuflight, Inc. (8)

     10(U)Promissory  Note dated as of July 15, 1998 payable by Navtech  Applied
          Research  Inc.,  to the order of  Compuflight,  Inc., in the principal
          amount of $134,700. (8)

     10(V)Promissory  Note dated as of July 15, 1998 payable by Navtech  Applied
          Research  Inc.,  to the order of  Compuflight,  Inc., in the principal
          amount of $150,000. (8)

     10(W)Duncan  Macdonald  Employment  Agreement  dated as of December 1, 1998
          between Duncan Macdonald and Compuflight, Inc.

     10(X)Rainer  Vietze  Employment  Agreement  dated as of  December  1,  1998
          between Rainer Vietze and Compuflight, Inc.

     10(Y)Contract for Services  Agreement  between Navtech and Kintyre dated as
          of January 1, 1999.

     21   Subsidiaries(4)

     27   Financial Data Schedules

(1) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's Current Report on Form 8-K for an event dated December 1, 1993.

(2) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's  Annual Report on Form 10-KSB for the fiscal year ended October
31, 1992.

(3) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's Registration Statement on Form S-18 as Registration No.
2-93714-NY.

(4) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's  Annual Report on Form 10-KSB for the fiscal year ended October
31, 1993.

(5) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's  Annual Report on Form 10-KSB for the fiscal year ended October
31, 1994.

(6) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's  Annual Report on Form 10-KSB for the fiscal year ended October
31, 1995.

(7) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's  Annual Report on Form 10-KSB for the fiscal year ended October
31, 1996.

(8) The Company  hereby  incorporates  the  footnoted  Exhibit by  reference  in
accordance with Rule 12b-32,  as such Exhibit was originally filed as an Exhibit
to the Company's  Annual Report on Form 10-KSB for the fiscal year ended October
31, 1997.

b)  Reports on Form 8-K

       The  Company  did not file any  Current  Reports  on Form 8-K  during the
quarter ended October 31, 1998.

<PAGE>

EXHIBIT 10(W)

                  EMPLOYMENT  AGREEMENT,  dated as of December  1, 1998,  by and
between COMPUFLIGHT,  INC., a Delaware  corporation (the "Company"),  and DUNCAN
MACDONALD (the "Employee").

                                    RECITALS

                  WHEREAS,  the Company and the Employee desire to enter into an
employment  agreement  which will set forth the terms and conditions  upon which
the Employee  shall be employed by the Company and upon which the Company  shall
compensate the Employee.

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

         1.       EMPLOYMENT: TERM

                  1.1 The Company will employ the Employee in its business,  and
the Employee will work for the Company therein,  as its Chief Executive Officer,
for a term  commencing  as of the date hereof and  terminating  on July 31, 2000
(the "Employment  Period").  Such employment may be terminated by the Company at
any time for "cause". As used in this Agreement,  "cause" shall include, but not
necessarily  be  limited  to,  the  Employee's  commission  of  any  act  in the
performance of his duties constituting common law fraud, a felony or other gross
malfeasance  of duty, any material  misrepresentation  or breach of any material
covenant on the Employee's part herein set forth,  or the Employee's  engagement
in misconduct which is materially injurious to the Company or its subsidiaries.

         2.       DUTIES

                  2.1 During the Employment  Period, the Employee shall serve as
the Company's Chief Executive Officer,  and shall perform duties of an executive
character consisting of administrative and managerial responsibilities on behalf
of the Company and such further duties of an executive  character as shall, from
time to time,  be  delegated or assigned to him by the Board of Directors of the
Company consistent with the Employee's position.

         3.       DEVOTION OF TIME: PLACE OF PERFORMANCE

                  3.1 During the Employment Period, the Employee shall expend at
least thirty percent (30%) of his working time for the Company; shall devote his
best efforts,  energy and skill to the services of the Company and the promotion
of its interests;  and shall not take part in activities detrimental to the best
interests of the Company.



<PAGE>


                  3.2 The  Company  acknowledges  and agrees  that the  Employee
shall  perform his  services  from his  residence in Ottawa,  Canada;  provided,
however, that the Employee shall periodically travel on behalf of the Company as
reasonably required by his position.

         4.       COMPENSATION

                  4.1 For all services to be rendered by the Employee during the
Employment  Period and in  consideration of the Employee's  representations  and
covenants  set forth in this  Agreement,  the Employee  shall be entitled to the
compensation set forth in Paragraph 4.2.

                  4.2 The Employee shall be entitled to receive from the Company
during the Employment  Period minimum  compensation at the rate of five thousand
dollars  ($5,000) per annum.  The Employee shall be entitled to such  additional
increments as shall be determined from time to time by the Board of Directors of
the Company.  The amounts due hereunder shall be payable on a quarterly basis to
the extent of one thousand two hundred fifty dollars ($1,250) on the last day of
each fiscal quarter of the Company during the Employment Period.

         5.       REIMBURSEMENT OF EXPENSES

                  5.1 The Company shall pay directly,  or reimburse the Employee
for, all reasonable  and necessary  expenses and  disbursements  incurred by the
Employee  for and on behalf of the  Company  in the  performance  of his  duties
during the Employment  Period,  including,  without  limitation,  all reasonable
expenses incurred by the Employee for food, lodging and transportation, if he is
required to perform any of his duties away from his primary  place of residence.
For such purposes,  the Employee shall submit to the Company, not less than once
in each calendar month, reports of such expenses and other disbursements in form
normally used by the Company.





<PAGE>
         6.       DISABILITY

                  6.1 If, during the Employment  Period,  the Employee shall, in
the  opinion  of a majority  of the  members  of the Board of  Directors  of the
Company  (excluding the Employee),  as confirmed by competent  medical evidence,
become  physically  or  mentally  incapacitated  to  perform  his duties for the
Company hereunder ("Disabled") for a continuous period, then for the first three
(3) months of such  period he shall  receive his full  salary,  and for the next
three (3) months he shall receive fifty percent (50%) of his salary. In no event
shall the Employee be entitled to receive any payments  under this Paragraph 6.1
beyond the expiration or termination date of this Agreement.  Effective with the
date of his resumption of full employment,  the Employee shall be re-entitled to
receive his full salary.  If such illness or other incapacity shall endure for a
continuous  period of at least six (6) months or for at least one hundred  fifty
(150) business days during any nine (9) month period, the Company shall have the
right, by written notice, to terminate the Employee's employment hereunder as of
a date  (not  less than  five (5) days  after  the date of the  sending  of such
notice) to be specified in such notice.  The Employee  agrees to submit  himself
for appropriate medical examination to a physician of the Company's  designation
as necessary for purposes of this Paragraph 6.1.

                  6.2 The  obligations of the Company under this Paragraph 6 may
be satisfied,  in whole or in part, by payments to the Employee under disability
insurance provided by the Company.

         7.       RESTRICTIVE COVENANT

                  7.1 The services of the Employee are unique and  extraordinary
and  essential  to the business of the  Company,  especially  since the Employee
shall have  access to the  Company's  customer  lists,  trade  secrets and other
privileged and  confidential  information  essential to the Company's  business.
Therefore,  the Employee  agrees that, if the term of his  employment  hereunder
shall  expire  or his  employment  shall at any time  terminate  for any  reason
whatsoever,  with or without  cause,  the  Employee  will not at any time within
thirty (30) days after such expiration or termination, without the prior written
approval of the Company,  directly or indirectly,  anywhere in the United States
of America, whether individually or as a principal,  officer, employee, partner,
director,  agent of or consultant for any entity, (i) engage or participate in a
business  which,  as of such  expiration or  termination  date, is similar to or
competitive with, directly or indirectly, that of the Company and shall not make
any investments in any such similar or competitive entity; (ii) cause or seek to
persuade any director, officer, employee,  customer, agent, licensee 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 similar
to or  competitive  with the  activities of the Company;  (iii) cause or seek to
persuade any prospective customer, licensee or supplier of the Company (which at
the date of cessation  of the  Employee's  employment  with the Company was then
actively  being  solicited  by the  Company)  to  determine  not to enter into a
business relationship with Company; (iv) hire or retain any director, officer or
employee of the Company;  or (v) solicit or cause or authorize to be  solicited,
for or on behalf of him or any third party,  any business which is  competitive,
directly or indirectly, with the Company from (a) others who are, or were within
one (l)  year  prior  to the  cessation  of his  employment  with  the  Company,
customers  or  licensees  of the  Company,  or (b) any  prospective  customer or
licensee of the Company  which at the date of such  cessation  was then actively
being  solicited by the Company.  The foregoing  restrictions  set forth in this
Paragraph 7.1 shall apply likewise during the Employment Period.



<PAGE>


                  7.2 (a) The Employee agrees to promptly disclose in writing to
the Board of Directors of the Company all ideas,  processes,  methods,  devices,
business concepts,  inventions,  improvements,  discoveries,  know-how and other
creative  achievements  (hereinafter referred to collectively as "discoveries"),
whether  or not the same or any  part  thereof  is  capable  of being  patented,
trademarked,  copyrighted,  or otherwise  protected,  which the Employee,  while
employed by the  Company,  conceives,  makes,  develops,  acquires or reduces to
practice,  whether acting alone or with others and whether during or after usual
working hours, and which are related to the Company's business or interests,  or
are used or usable by the  Company,  or arise out of or in  connection  with the
duties  performed by the Employee.  The Employee hereby transfers and assigns to
the Company all right,  title and interest in and to such  discoveries  (whether
conceived,  made, developed,  acquired or reduced to practice on or prior to the
date hereof or hereafter), including any and all domestic and foreign copyrights
and patent and trademark rights therein and any renewals thereof.  On request of
the Company, the Employee will, without any additional  compensation,  from time
to time during,  and after the  expiration  or  termination  of, the  Employment
Period,  execute  such  further  instruments  (including,   without  limitation,
applications for copyrights, letters patent, trademarks and assignments thereof)
and do all such other acts and things as may be deemed necessary or desirable by
the Company to protect and/or enforce its right in respect of such  discoveries.
All  expenses  of filing or  prosecuting  any  patent,  trademark  or  copyright
application  shall be borne by the Company,  but the Employee shall cooperate in
filing and/or prosecuting any such application.

                      (b) The Employee  acknowledges  and agrees that, prior  to
his employment by the Company, he did not conceive,  make,  develop,  acquire or
reduce to practice any discovery  which is related to the Company's  business or
interests or is used or usable by the Company.


                  7.3 (a) The Employee represents that he has been informed that
it is the  policy  of  the  Company  to  maintain  as  secret  all  confidential
information relating to the Company, including,  without limitation, any and all
knowledge  or  information  with  respect  to  secret or  confidential  methods,
processes,  plans,  materials,  customer  lists or data,  or with respect to any
other  confidential  or secret aspect of the Company's  activities,  and further
acknowledges  that  such  confidential  information  is of  great  value  to the
Company.  The Employee  recognizes  that, by reason of his  employment  with the
Company, he has acquired and will acquire confidential information as aforesaid.
The Employee  confirms that it is reasonably  necessary to protect the Company's
goodwill,  and,  accordingly,  hereby  agrees  that he  will  not,  directly  or
indirectly (except where authorized by the Board of Directors of the Company for
the benefit of the  Company),  at any time during the term of this  Agreement or
thereafter divulge to any person, or use, or cause or authorize any person, firm
or other entity to use, any such confidential information.

                           (b) The  Employee  agrees  that he will  not,  at any
time, remove from the Company's premises any drawings, notebooks, software, data
or other  confidential  information  relating  to the  business  and  procedures
heretofore or hereafter acquired,  developed and/or used by the Company,  except
where necessary in the fulfillment of his duties hereunder.

                           (c) The Employee  agrees that, upon the expiration or
termination  of this  Agreement  for any reason  whatsoever,  he shall  promptly
deliver to the Company any and all drawings, notebooks, software, data and other
documents and material, including all copies thereof, in his possession or under
his control relating to any confidential information or discoveries, or which is
otherwise the property of the Company.



<PAGE>


                           (d)  For  purposes  hereof,  the  term  "confidential
information"  shall mean all  information  given to the  Employee,  directly  or
indirectly,  by the  Company and all other  information  relating to the Company
otherwise  acquired by the Employee during the course of his employment with the
Company,  other than information  which (i) was in the public domain at the time
furnished to, or acquired by, the Employee,  or (ii)thereafter enters the public
domain other than through disclosure, directly or indirectly, by the Employee or
others in violation of an agreement of confidentiality or nondisclosure.

                  7.4 For purposes of this Paragraph 7, the term "Company" shall
mean and include any and all  subsidiaries,  parents and affiliated  entities of
the Company in existence from time to time.

         8.       VACATIONS

                  8.1 The  Employee  shall be entitled to  reasonable  vacations
during the Employment  Period, the time and duration thereof to be determined by
mutual agreement between the Employee and the Company.

         9.       PARTICIPATION IN EMPLOYEE BENEFIT PLANS

                  9.1 The Employee and any  beneficiary of the Employee shall be
accorded  the  right  to  participate  in  and  receive  benefits  under  and in
accordance with the provisions of any pension, profit sharing, insurance, bonus,
deferred  compensation,  medical and dental  insurance or reimbursement or other
plan or program of the  Company  either in  existence  as of the date  hereof or
hereafter adopted for the benefit of its executive employees.

         10.      SERVICE AS DIRECTOR; LIABILITY INSURANCE.

                  10.1 During the  Employment  Period,  the Employee  shall,  if
elected or appointed, serve as a director of the Company and/or any subsidiaries
of the Company in  existence  or  hereafter  created,  in each case  without any
additional compensation for such services.

                  10.2  The  Company  agrees  that,  no  later  than the 10th of
December  1999, it shall obtain a director and officer  liability  policy in the
minimum  amount of one million  dollars  ($1,000,000)  and shall  maintain  such
coverage during the Employment Period.

         11.      EARLIER TERMINATION

                  11.1 The Employee's  employment  hereunder shall automatically
terminate upon his death and may terminate at the option of the Company upon:

                           (a)  the Employee's incapacity in accordance with the
 provisions set forth in Paragraph 6.l hereof;

                           (b)  one  (1)  day's  prior  written  notice  to  the
Employee in the event the Company terminates his employment  hereunder for cause
as set forth in Paragraph 1.1 hereof.



<PAGE>


Upon the termination of the Employee's  employment,  the Employment Period shall
be considered to have ended.

         12.      INJUNCTIVE RELIEF

                  12.1 The Employee  acknowledges  and agrees that, in the event
he shall violate any of the restrictions of Paragraph 3 or 7 hereof, the Company
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.  The Employee  acknowledges and agrees that, in addition to any other
state having proper jurisdiction, any such relief may be sought in, and for such
purpose the Employee consents to the jurisdiction of, the courts of the State of
New York.

         13.      NO RESTRICTIONS

                  13.l The Employee hereby represents that neither the execution
of this Agreement nor his performance hereunder will (a) violate,  conflict with
or result in a breach of any provisions of, or constitute a default (or an event
which,  with notice or lapse of time or both,  would constitute a default) under
the  terms,  conditions  or  provisions  of any  contract,  agreement  or  other
instrument or obligation to which the Employee is a party, or by which he may be
bound, or (b) violate any order, judgment, writ, injunction or decree applicable
to the Employee.  In the event of a breach hereof,  in addition to the Company's
right to terminate this Agreement,  the Employee shall indemnify the Company and
hold it harmless from and against any and all claims,  losses,  liabilities  and
expenses  (including   reasonable  attorneys'  fees)  incurred  or  suffered  in
connection with or as a result of the Company's  entering into this Agreement or
employing the Employee hereunder.

         14.      ARBITRATION

                  14.1 Except with regard to Paragraph 12.1 hereof and any other
matters that are not a proper subject of arbitration,  all disputes  between the
parties   hereto   concerning   the   performance,   breach,   construction   or
interpretation  of this  Agreement  or any  portion  thereof,  or in any  manner
arising out of this Agreement or the performance thereof,  shall be submitted to
binding  arbitration,  in accordance with the rules of the American  Arbitration
Association.  The  arbitration  proceeding  shall take place in Nassau County or
such other location as is agreed to by the parties.

                  14.2 The award  rendered  by the  arbitrators  shall be final,
binding and  conclusive,  and judgment may be entered upon it in accordance with
applicable law in the appropriate  court in the State of New York, with no right
of appeal therefrom.



<PAGE>


                  14.3  Each  party  shall  pay  its  or  his  own  expenses  of
arbitration,  and the expenses of the arbitrators and the arbitration proceeding
shall be equally  shared;  provided,  however,  that,  if, in the opinion of the
arbitrator,  or a majority of the  arbitrators  (if more than one), any claim or
defense was unreasonable,  the arbitrator(s) may assess, as part of their award,
all or any  part of the  arbitration  expenses  of the  other  party  (including
reasonable  attorneys'  fees)  and  of the  arbitrator(s)  and  the  arbitration
proceeding against the party raising such unreasonable claim or defense.

         15.      ASSIGNMENT

                  15.1 This  Agreement,  as it relates to the  employment of the
Employee,  is a personal  contract and the rights and  interests of the Employee
hereunder may not be sold, transferred, assigned, pledged or hypothecated.

         16.      NOTICES

                  16.1 Any notice  required or permitted to be given pursuant to
this Agreement shall be deemed to have been duly given when delivered by hand or
sent by certified or  registered  mail,  return  receipt  requested  and postage
prepaid, overnight mail or courier, or facsimile transmission as follows:

                  If to the Employee:

                  Duncan Macdonald
                  275 Slater Street, Suite 2002
                  Ottawa, ON    K1P 5HP
                  Telecopier Number: (613) 230-2939

                  If to the Company:

                  Compuflight, Inc
                  2400 Garden Road
                  Monterey, CA  93940
                  Attention:  David Strucke
                  Telecopier Number:  (831) 649-8655

                  with a copy to:

                  Certilman Balin Adler & Hyman, LLP
                  90 Merrick Avenue
                  East Meadow, New York ll554
                  Attention:  Fred S. Skolnik, Esq.
                  Telecopier Number:  (516) 296-7111

or at such other  address as any party  shall  designate  by notice to the other
party given in accordance with this Paragraph 16.1.




<PAGE>





         17.      GOVERNING LAW

                  17.1 This  Agreement  shall be governed by, and  construed and
enforced in accordance with, the laws of the State of New York, excluding choice
of law principles thereof.

         18.      WAIVER OF BREACH; PARTIAL INVALIDITY

                  18.1 The waiver by either  party of a breach of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach. If any provision, or part thereof, of this Agreement shall be
held to be invalid or unenforceable,  such invalidity or unenforceability  shall
attach  only to such  provision  and not in any way affect or render  invalid or
unenforceable  any other provisions of this Agreement,  and this Agreement shall
be carried out as if such invalid or unenforceable  provision,  or part thereof,
had been reformed, and any court of competent jurisdiction or arbitrator(s),  as
the case may be, are  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.

         19.      ENTIRE AGREEMENT

                  19.1 This Agreement  constitutes the entire agreement  between
the parties and there are no  representations,  warranties or commitments except
as  set  forth  herein.   This  Agreement   supersedes  all  prior   agreements,
understandings,  negotiations and  discussions,  whether written or oral, of the
parties hereto relating to the transactions contemplated by this Agreement. This
Agreement may be amended only by a writing executed by the parties hereto.

         20.      COUNTERPARTS

                  20.1  This   Agreement   may  be   executed  in  one  or  more
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

21.      FACSIMILE SIGNATURES

                  21.1  Signatures  hereon which are  transmitted  via facsimile
shall be deemed original signatures.

         22.      REPRESENTATION BY COUNSEL; INTERPRETATION



<PAGE>




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

         23.      HEADINGS

                  23.1 The headings and captions  under  sections and paragraphs
of this  Agreement are for  convenience  of reference only and do not in any way
modify,  interpret  or  construe  the intent of the parties or affect any of the
provisions of this Agreement.

         24.      UNITED STATES DOLLARS

                  24.1 All dollar  amounts  expressed  herein are United  States
dollars.

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

                                                               COMPUFLIGHT, INC.


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





<PAGE>
EXHIBIT 10(X)


                  EMPLOYMENT  AGREEMENT,  dated as of December  1, 1998,  by and
between COMPUFLIGHT,  INC., a Delaware  corporation (the "Company"),  and RAINER
VIETZE (the "Employee").

                                    RECITALS

                  WHEREAS,  the Company and the Employee desire to enter into an
employment  agreement  which will set forth the terms and conditions  upon which
the Employee  shall be employed by the Company and upon which the Company  shall
compensate the Employee.

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

         1.       EMPLOYMENT; TERM

                  1.1 The Company will employ the Employee in its business,  and
the Employee will work for the Company therein,  as its Chief Financial Officer,
for a term  commencing  as of the date hereof and  terminating  on July 31, 2000
(the "Employment  Period").  Such employment may be terminated by the Company at
any time for "cause". As used in this Agreement,  "cause" shall include, but not
necessarily  be  limited  to,  the  Employee's  commission  of  any  act  in the
performance of his duties constituting common law fraud, a felony or other gross
malfeasance  of duty, any material  misrepresentation  or breach of any material
covenant on the Employee's part herein set forth,  or the Employee's  engagement
in misconduct which is materially injurious to the Company or its subsidiaries.

         2.       DUTIES

                  2.1 During the Employment  Period, the Employee shall serve as
the Company's Chief Financial Officer,  and shall perform duties of an executive
character consisting of administrative and managerial responsibilities on behalf
of the Company and such further duties of an executive  character as shall, from
time to time,  be  delegated or assigned to him by the Board of Directors of the
Company consistent with the Employee's position.

         3.       DEVOTION OF TIME; PLACE OF PERFORMANCE

                  3.1 During the Employment Period, the Employee shall expend at
least thirty percent (30%) of his working time for the Company; shall devote his
best efforts,  energy and skill to the services of the Company and the promotion
of its interests;  and shall not take part in activities detrimental to the best
interests of the Company.



<PAGE>



                  3.2 The  Company  acknowledges  and agrees  that the  Employee
shall  perform his services  from his  residence in Toronto,  Canada;  provided,
however, that the Employee shall periodically travel on behalf of the Company as
reasonably required by his position.

         4.       COMPENSATION

                  4.1 For all services to be rendered by the Employee during the
Employment  Period and in  consideration of the Employee's  representations  and
covenants  set forth in this  Agreement,  the Employee  shall be entitled to the
compensation set forth in Paragraph 4.2.

                  4.2 The Employee shall be entitled to receive from the Company
during the Employment  Period minimum  compensation  at the rate of two thousand
five hundred dollars  ($2,500) per annum. The Employee shall be entitled to such
additional  increments as shall be determined  from time to time by the Board of
Directors  of the  Company.  The  amounts  due  hereunder  shall be payable on a
quarterly  basis to the extent of six hundred  twenty five dollars ($625) on the
last day of each fiscal quarter of the Company during the Employment Period.

         5.       REIMBURSEMENT OF EXPENSES

                  5.1 The Company shall pay directly,  or reimburse the Employee
for, all reasonable  and necessary  expenses and  disbursements  incurred by the
Employee  for and on behalf of the  Company  in the  performance  of his  duties
during the Employment  Period,  including,  without  limitation,  all reasonable
expenses incurred by the Employee for food, lodging and transportation, if he is
required to perform any of his duties away from his primary  place of residence.
For such purposes,  the Employee shall submit to the Company, not less than once
in each calendar month, reports of such expenses and other disbursements in form
normally used by the Company.





<PAGE>
         6.       DISABILITY

                  6.1 If, during the Employment  Period,  the Employee shall, in
the  opinion  of a majority  of the  members  of the Board of  Directors  of the
Company  (excluding the Employee),  as confirmed by competent  medical evidence,
become  physically  or  mentally  incapacitated  to  perform  his duties for the
Company hereunder ("Disabled") for a continuous period, then for the first three
(3) months of such  period he shall  receive his full  salary,  and for the next
three (3) months he shall receive fifty percent (50%) of his salary. In no event
shall the Employee be entitled to receive any payments  under this Paragraph 6.1
beyond the expiration or termination date of this Agreement.  Effective with the
date of his resumption of full employment,  the Employee shall be re-entitled to
receive his full salary.  If such illness or other incapacity shall endure for a
continuous  period of at least six (6) months or for at least one hundred  fifty
(150) business days during any nine (9) month period, the Company shall have the
right, by written notice, to terminate the Employee's employment hereunder as of
a date  (not  less than  five (5) days  after  the date of the  sending  of such
notice) to be specified in such notice.  The Employee  agrees to submit  himself
for appropriate medical examination to a physician of the Company's  designation
as necessary for purposes of this Paragraph 6.1.

                  6.2 The  obligations of the Company under this Paragraph 6 may
be satisfied,  in whole or in part, by payments to the Employee under disability
insurance provided by the Company.

         7.       RESTRICTIVE COVENANT

                  7.1 The services of the Employee are unique and  extraordinary
and  essential  to the business of the  Company,  especially  since the Employee
shall have  access to the  Company's  customer  lists,  trade  secrets and other
privileged and  confidential  information  essential to the Company's  business.
Therefore,  the Employee  agrees that, if the term of his  employment  hereunder
shall  expire  or his  employment  shall at any time  terminate  for any  reason
whatsoever,  with or without  cause,  the  Employee  will not at any time within
thirty (30) days after such expiration or termination, without the prior written
approval of the Company,  directly or indirectly,  anywhere in the United States
of America, whether individually or as a principal,  officer, employee, partner,
director,  agent of or consultant for any entity, (i) engage or participate in a
business  which,  as of such  expiration or  termination  date, is similar to or
competitive with, directly or indirectly, that of the Company and shall not make
any investments in any such similar or competitive entity; (ii) cause or seek to
persuade any director, officer, employee,  customer, agent, licensee 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 similar
to or  competitive  with the  activities of the Company;  (iii) cause or seek to
persuade any prospective customer, licensee or supplier of the Company (which at
the date of cessation  of the  Employee's  employment  with the Company was then
actively  being  solicited  by the  Company)  to  determine  not to enter into a
business relationship with Company; (iv) hire or retain any director, officer or
employee of the Company;  or (v) solicit or cause or authorize to be  solicited,
for or on behalf of him or any third party,  any business which is  competitive,
directly or indirectly, with the Company from (a) others who are, or were within
one (l)  year  prior  to the  cessation  of his  employment  with  the  Company,
customers  or  licensees  of the  Company,  or (b) any  prospective  customer or
licensee of the Company  which at the date of such  cessation  was then actively
being  solicited by the Company.  The foregoing  restrictions  set forth in this
Paragraph 7.1 shall apply likewise during the Employment Period.



<PAGE>


                  7.2 (a) The Employee agrees to promptly disclose in writing to
the Board of Directors of the Company all ideas,  processes,  methods,  devices,
business concepts,  inventions,  improvements,  discoveries,  know-how and other
creative  achievements  (hereinafter referred to collectively as "discoveries"),
whether  or not the same or any  part  thereof  is  capable  of being  patented,
trademarked,  copyrighted,  or otherwise  protected,  which the Employee,  while
employed by the  Company,  conceives,  makes,  develops,  acquires or reduces to
practice,  whether acting alone or with others and whether during or after usual
working hours, and which are related to the Company's business or interests,  or
are used or usable by the  Company,  or arise out of or in  connection  with the
duties  performed by the Employee.  The Employee hereby transfers and assigns to
the Company all right,  title and interest in and to such  discoveries  (whether
conceived,  made, developed,  acquired or reduced to practice on or prior to the
date hereof or hereafter), including any and all domestic and foreign copyrights
and patent and trademark rights therein and any renewals thereof.  On request of
the Company, the Employee will, without any additional  compensation,  from time
to time during,  and after the  expiration  or  termination  of, the  Employment
Period,  execute  such  further  instruments  (including,   without  limitation,
applications for copyrights, letters patent, trademarks and assignments thereof)
and do all such other acts and things as may be deemed necessary or desirable by
the Company to protect and/or enforce its right in respect of such  discoveries.
All  expenses  of filing or  prosecuting  any  patent,  trademark  or  copyright
application  shall be borne by the Company,  but the Employee shall cooperate in
filing and/or prosecuting any such application.


                      (b) The Employee  acknowledges  and agrees that, prior  to
his employment by the Company, he did not conceive,  make,  develop,  acquire or
reduce to practice any discovery  which is related to the Company's  business or
interests or is used or usable by the Company.


                  7.3 (a) The Employee represents that he has been informed that
it is the  policy  of  the  Company  to  maintain  as  secret  all  confidential
information relating to the Company, including,  without limitation, any and all
knowledge  or  information  with  respect  to  secret or  confidential  methods,
processes,  plans,  materials,  customer  lists or data,  or with respect to any
other  confidential  or secret aspect of the Company's  activities,  and further
acknowledges  that  such  confidential  information  is of  great  value  to the
Company.  The Employee  recognizes  that, by reason of his  employment  with the
Company, he has acquired and will acquire confidential information as aforesaid.
The Employee  confirms that it is reasonably  necessary to protect the Company's
goodwill,  and,  accordingly,  hereby  agrees  that he  will  not,  directly  or
indirectly (except where authorized by the Board of Directors of the Company for
the benefit of the  Company),  at any time during the term of this  Agreement or
thereafter divulge to any person, or use, or cause or authorize any person, firm
or other entity to use, any such confidential information.

                           (b) The  Employee  agrees  that he will  not,  at any
time, remove from the Company's premises any drawings, notebooks, software, data
or other  confidential  information  relating  to the  business  and  procedures
heretofore or hereafter acquired,  developed and/or used by the Company,  except
where necessary in the fulfillment of his duties hereunder.

                           (c) The Employee  agrees that, upon the expiration or
termination  of this  Agreement  for any reason  whatsoever,  he shall  promptly
deliver to the Company any and all drawings, notebooks, software, data and other
documents and material, including all copies thereof, in his possession or under
his control relating to any confidential information or discoveries, or which is
otherwise the property of the Company.



<PAGE>


                           (d)  For  purposes  hereof,  the  term  "confidential
information"  shall mean all  information  given to the  Employee,  directly  or
indirectly,  by the  Company and all other  information  relating to the Company
otherwise  acquired by the Employee during the course of his employment with the
Company,  other than information  which (i) was in the public domain at the time
furnished to, or acquired by, the Employee,  or (ii)thereafter enters the public
domain other than through disclosure, directly or indirectly, by the Employee or
others in violation of an agreement of confidentiality or nondisclosure.

                  7.4 For purposes of this Paragraph 7, the term "Company" shall
mean and include any and all  subsidiaries,  parents and affiliated  entities of
the Company in existence from time to time.

         8.       VACATIONS

                  8.1 The  Employee  shall be entitled to  reasonable  vacations
during the Employment  Period, the time and duration thereof to be determined by
mutual agreement between the Employee and the Company.

         9.       PARTICIPATION IN EMPLOYEE BENEFIT PLANS

                  9.1 The Employee and any  beneficiary of the Employee shall be
accorded  the  right  to  participate  in  and  receive  benefits  under  and in
accordance with the provisions of any pension, profit sharing, insurance, bonus,
deferred  compensation,  medical and dental  insurance or reimbursement or other
plan or program of the  Company  either in  existence  as of the date  hereof or
hereafter adopted for the benefit of its executive employees.

         10.      SERVICE AS DIRECTOR; LIABILITY INSURANCE.

                  10.1 During the  Employment  Period,  the Employee  shall,  if
elected or appointed, serve as a director of the Company and/or any subsidiaries
of the Company in  existence  or  hereafter  created,  in each case  without any
additional compensation for such services.

                  10.2  The  Company  agrees  that,  no  later  than the 10th of
December  1999, it shall obtain a director and officer  liability  policy in the
minimum  amount of one million  dollars  ($1,000,000)  and shall  maintain  such
coverage during the Employment Period.

         11.      EARLIER TERMINATION

                  11.1 The Employee's  employment  hereunder shall automatically
terminate upon his death and may terminate at the option of the Company upon:

                           (a)  the  Employee's   incapacity in  accordance with
the  provisions  set  forth  in Paragraph 6.l hereof;

                           (b) one  (1) day's  prior  written  notice  to  the
Employee in the event the Company terminates his employment  hereunder for cause
as set forth in Paragraph 1.1 hereof.



<PAGE>


Upon the termination of the Employee's  employment,  the Employment Period shall
be considered to have ended.

         12.      INJUNCTIVE RELIEF

                  12.1 The Employee  acknowledges  and agrees that, in the event
he shall violate any of the restrictions of Paragraph 3 or 7 hereof, the Company
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.  The Employee  acknowledges and agrees that, in addition to any other
state having proper jurisdiction, any such relief may be sought in, and for such
purpose the Employee consents to the jurisdiction of, the courts of the State of
New York.

         13.      NO RESTRICTIONS

                  13.l The Employee hereby represents that neither the execution
of this Agreement nor his performance hereunder will (a) violate,  conflict with
or result in a breach of any provisions of, or constitute a default (or an event
which,  with notice or lapse of time or both,  would constitute a default) under
the  terms,  conditions  or  provisions  of any  contract,  agreement  or  other
instrument or obligation to which the Employee is a party, or by which he may be
bound, or (b) violate any order, judgment, writ, injunction or decree applicable
to the Employee.  In the event of a breach hereof,  in addition to the Company's
right to terminate this Agreement,  the Employee shall indemnify the Company and
hold it harmless from and against any and all claims,  losses,  liabilities  and
expenses  (including   reasonable  attorneys'  fees)  incurred  or  suffered  in
connection with or as a result of the Company's  entering into this Agreement or
employing the Employee hereunder.

         14.      ARBITRATION

                  14.1 Except with regard to Paragraph 12.1 hereof and any other
matters that are not a proper subject of arbitration,  all disputes  between the
parties   hereto   concerning   the   performance,   breach,   construction   or
interpretation  of this  Agreement  or any  portion  thereof,  or in any  manner
arising out of this Agreement or the performance thereof,  shall be submitted to
binding  arbitration,  in accordance with the rules of the American  Arbitration
Association.  The  arbitration  proceeding  shall take place in Nassau County or
such other location as is agreed to by the parties.

                  14.2 The award  rendered  by the  arbitrators  shall be final,
binding and  conclusive,  and judgment may be entered upon it in accordance with
applicable law in the appropriate  court in the State of New York, with no right
of appeal therefrom.



<PAGE>


                  14.3  Each  party  shall  pay  its  or  his  own  expenses  of
arbitration,  and the expenses of the arbitrators and the arbitration proceeding
shall be equally  shared;  provided,  however,  that,  if, in the opinion of the
arbitrator,  or a majority of the  arbitrators  (if more than one), any claim or
defense was unreasonable,  the arbitrator(s) may assess, as part of their award,
all or any  part of the  arbitration  expenses  of the  other  party  (including
reasonable  attorneys'  fees)  and  of the  arbitrator(s)  and  the  arbitration
proceeding against the party raising such unreasonable claim or defense.

         15.      ASSIGNMENT

                  15.1 This  Agreement,  as it relates to the  employment of the
Employee,  is a personal  contract and the rights and  interests of the Employee
hereunder may not be sold, transferred, assigned, pledged or hypothecated.

         16.      NOTICES

                  16.1 Any notice  required or permitted to be given pursuant to
this Agreement shall be deemed to have been duly given when delivered by hand or
sent by certified or  registered  mail,  return  receipt  requested  and postage
prepaid, overnight mail or courier, or facsimile transmission as follows:

                  If to the Employee:

                  Rainer Vietze
                  275 Slater Street, Suite 2002
                  Ottawa, ON    K1P 5HP
                  Telecopier Number: (613) 230-2939

                  If to the Company:

                  Compuflight, Inc
                  2400 Garden Road
                  Monterey, CA  93940
                  Attention:  David Strucke
                  Telecopier Number:  (831) 649-8655

                  with a copy to:

                  Certilman Balin Adler & Hyman, LLP
                  90 Merrick Avenue
                  East Meadow, New York ll554
                  Attention:  Fred S. Skolnik, Esq.
                  Telecopier Number:  (516) 296-7111

or at such other  address as any party  shall  designate  by notice to the other
party given in accordance with this Paragraph 16.1.




<PAGE>





                                                         8

         17.      GOVERNING LAW

                  17.1 This  Agreement  shall be governed by, and  construed and
enforced in accordance with, the laws of the State of New York, excluding choice
of law principles thereof.

         18.      WAIVER OF BREACH; PARTIAL INVALIDITY

                  18.1 The waiver by either  party of a breach of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach. If any provision, or part thereof, of this Agreement shall be
held to be invalid or unenforceable,  such invalidity or unenforceability  shall
attach  only to such  provision  and not in any way affect or render  invalid or
unenforceable  any other provisions of this Agreement,  and this Agreement shall
be carried out as if such invalid or unenforceable  provision,  or part thereof,
had been reformed, and any court of competent jurisdiction or arbitrator(s),  as
the case may be, are  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.

         19.      ENTIRE AGREEMENT

                  19.1 This Agreement  constitutes the entire agreement  between
the parties and there are no  representations,  warranties or commitments except
as  set  forth  herein.   This  Agreement   supersedes  all  prior   agreements,
understandings,  negotiations and  discussions,  whether written or oral, of the
parties hereto relating to the transactions contemplated by this Agreement. This
Agreement may be amended only by a writing executed by the parties hereto.

         20.      COUNTERPARTS

                  20.1  This   Agreement   may  be   executed  in  one  or  more
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

21.      FACSIMILE SIGNATURES

                  21.1  Signatures  hereon which are  transmitted  via facsimile
shall be deemed original signatures.

         22.      REPRESENTATION BY COUNSEL; INTERPRETATION



<PAGE>



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

         23.      HEADINGS

                  23.1 The headings and captions  under  sections and paragraphs
of this  Agreement are for  convenience  of reference only and do not in any way
modify,  interpret  or  construe  the intent of the parties or affect any of the
provisions of this Agreement.

         24.      UNITED STATES DOLLARS

                  24.1 All dollar  amounts  expressed  herein are United  States
dollars.

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

                                                              COMPUFLIGHT, INC.


                              By: /s/ Rainer Vietze
                                                              ------------------
                                                                   Rainer Vietze




<PAGE>

10(Y)


                         CONTRACT FOR SERVICES AGREEMENT

DRAFT

         B E T W E E N:


                  NAVTECH SYSTEMS SUPPORT INC.
                  (Hereinafter "the Client")



                  - and -


                  KINTYRE & COMPANY LIMITED
                  (Hereinafter "the Contractor")



          WHEREAS the Client wishes to engage the Contractor to provide  certain
          advisory and corporate finance services to the Client;

          AND WHEREAS the  Contractor  desires to provide  such  services to the
          Client;

          NOW  THEREFORE,  in  consideration  of the mutual  covenants set forth
          below, the parties agree as follows:



<PAGE>


I.       Description of Services


1. The Contractor  shall provide the services as set forth in Schedule A of this
agreement (the  "Services").  Schedule A is attached  hereto and is incorporated
into the terms of this agreement.

2. Any person  performing the Services shall be the employee of the  Contractor,
responsible  to and  controlled  solely by the Contractor and not by the Client.
The Contractor  shall be solely  responsible  for  determining all the terms and
conditions of  employment  of its  employees,  for making all  arrangements  for
relief,  substitution,  hiring, supervising,  disciplining,  and terminating its
employees,  and for  all  other  matters  arising  out of the  employer/employee
relationship.

3. The parties  agree that the  engagement of the  Contractor  hereunder is on a
non-exclusive  basis.  Accordingly,  the  Client may  engage  other  independent
contractors to provide similar  services to those provided to the Client and the
Contractor may become engaged by other  corporations to provide similar services
to the Client, except to the extent provided by in Part X of this agreement.

4. The Contractor shall report to the Board of Directors of the Client.

5. The parties agree that the Contractor shall have the sole  responsibility for
supplying the office space,  furniture,  office equipment,  secretarial support,
and all related maintenance fees required to perform the Services.

II.      Representations and Warranties

6. The Contractor represents and warrants that it will carry out the Services in
a highly skilled manner and with a high degree of professional competence.

7. The  Contractor  further  represents  and  warrants  that it has received all
authorizations,  permits and licenses necessary to enter into this agreement and
to perform the Services.

8. The Contractor  further represents and warrants that neither the execution of
this agreement nor the performance of the Services do or will violate,  conflict
with or result in a breach of any  provision  of, or  constitute a default under
(a) any contract or other  obligation to which the Contractor is a party; or (b)
any order, judgment, injunction or decree applicable to the Contractor or any of
its employees.
<PAGE>

III.     Term, Extension and Termination of the Agreement

9. The  Contractor  shall  provide  the  Services  during the period  commencing
January 1, 1999 and ending  December 31, 2000, at which time the agreement shall
terminate, unless an extension to the agreement is made as provided in paragraph
10 and section XIV.

10. The Client shall have the option to extend the term of this agreement for an
additional six months (to June 30, 2001) upon giving notice to the Contractor no
later than November 30, 2000 of the Client's decision to exercise such option.

11. The Client and the  Contractor  agree that either party may  terminate  this
agreement upon thirty (30) days written notice of the termination or immediately
upon mutual agreement, or in the case of a breach of this agreement.


IV.      Nature of Relationship

12. The parties  acknowledge and agree as follows:  (a) the  relationship of the
Contractor to the Client is that of independent  contractor and that neither the
Client  nor the  Contractor  shall  make  representations  otherwise  (including
representations that the relationship is any of a joint-venture, partnership, or
employment relationship);  (b) the Contractor and any employee of the Contractor
are not employees of the Client; and (c) nothing herein shall be construed so as
to make any of the  employees of the  Contractor an employee of the Client or to
impose  any  liability  on the  Client  which may  arise  between  employer  and
employee.
<PAGE>

13. The Contractor  shall not,  without express written  authorization  from the
Client,  take any action,  or permit any action to be taken which purports to be
done in the  name of or on  behalf  of the  Client  and  shall  have no power or
authority  to bind  the  Client  or to  assume  or  create  any  obligations  or
responsibility,  express or implied,  on the Client's behalf or in its name, nor
shall the  Contractor  of any of its  employees  represent to anyone that it has
such power or authority.

V.       Consideration

14. The Client will be invoiced for the Services in accordance with the Schedule
of Fees and Charges contained in Schedule B ("Fees and Charges").  Schedule B is
attached hereto and is incorporated into the terms of this agreement.

15. In the event that any amount relating to any obligation of the Contractor is
payable by the  Contractor to the Client on any payment  date,  the Client shall
have the right to offset  the  amount of such  obligation  against  any Fees and
Charges otherwise payable to the Contractor hereunder.

16. The Client shall pay the Contractor goods and services taxes on all Fees and
Charges in accordance  with the applicable  legislation.  The  Contractor  shall
remit such goods and services  taxes to Canada Customs and Revenue  Agency.  The
Contractor  agrees to indemnify the Client for all such monies if the Contractor
fails to make proper goods and services tax remittances.

17.  All Fees or  Charges  paid by the  Client to the  Contractor  shall be made
without  statutory  deductions  in respect of, but not  limited  to,  income tax
withholdings,  Canada  Pension  Plan  contributions,  and  Employment  Insurance
premiums.  Any other  remittances in respect of any other obligation owing by an
employer in respect of its employees,  including  Workplace Safety and Insurance
Board premiums and Employer Health Tax  remittances are the sole  responsibility
of the  Contractor.  The Contractor  accepts the  responsibility  for paying all
applicable payments under any federal or provincial  legislation with respect to
the Contractor's employees.
<PAGE>

VI.      Expenses

18. The Client will not be  responsible  to  reimburse  the  Contractor  for any
expenses  or costs  incurred by the  Contractor  other than the Fees and Charges
specified  in Schedule B, unless such  expenses  are  reasonable  and  necessary
expenses  incurred  for  and on  behalf  of the  Client  in the  performance  of
Services.  For the purposes of this agreement,  expenses incurred for travel and
accommodation  of any of the  Contractor's  employees away from the Contractor's
primary office will be deemed to be reasonable and necessary.  All reimbursement
requests must be documented and submitted with appropriate  receipts in order to
qualify for reimbursement.

VII.     Insurance

19.  The  Contractor  shall  maintain  throughout  the  term  of  the  agreement
comprehensive  liability  insurance and any other insurance as may be considered
necessary by the Client, in amounts satisfactory to the Client.

20. The  Contractor  will provide proof of insurance  coverage at the request of
the Client.

VIII.    General Indemnifications

21. The Contractor  will hold harmless and indemnify the Client in regard to any
and all claims,  demands, costs, expenses and liabilities (including legal fees)
incurred  by the  Client as a result of the  negligent  or  wrongful  act of any
employee provided by the Contractor, or as a result of the entering into of this
agreement by the  Contractor or the breach of any provision of this agreement by
the Contractor.
<PAGE>

22. The Client will hold harmless and indemnify the  Contractor in regard to any
and all claims,  demands, costs, expenses and liabilities (including legal fees)
incurred by the Contractor as a result of the entering into of this agreement by
the Client or the breach of any provision of this agreement by the Client.

IX.      Confidentiality

23. The  Contractor  agrees that in the  provision of the  Services,  it and its
employees  will  acquire  detailed  and  confidential  knowledge of the Client's
operations  and other  confidential  documents and  information.  The Contractor
agrees on its own behalf and on behalf of its employees, that it will not in any
way divulge, furnish or make accessible to any person, either during the term of
this agreement or any time thereafter,  any confidential information relating to
the business of the Client acquired in the course of providing the Services.

24. The Contractor  agrees that none of its employees will, at any time,  remove
from the Client's premises any drawings,  notebooks, data, software,  documents,
material,  or  other  confidential  information  relating  to the  business  and
procedures  of the Client,  except where  necessary to fulfill the  Contractor's
obligations under this agreement.

25. The  Contractor  agrees that,  upon the  expiration or  termination  of this
agreement,  the  Contractor's  employees will promptly deliver to the Client any
and all drawings,  notebooks,  data,  software,  documents,  material,  or other
confidential  information,  including any copies  thereof,  in the possession or
under the control of the Contractor or any of the Contractor's employees.



<PAGE>


26. For the purposes of this Part,  the term  "confidential  information"  shall
include  all  information  given  to the  Contractor  or  any of its  employees,
directly or indirectly by the Client and all other  information  relating to the
Client  otherwise  acquired by the Contractor or its employees during the course
of the engagement of the  Contractor,  except  information  which (a) was in the
public domain at the time it was furnished to, or acquired by, the Contractor or
its employees;  or (b)  thereafter  entered the public domain other than through
disclosure  indirectly  or  directly  by  the  Contractor  or its  employees  in
violation of this agreement or any other agreement to maintain such  information
in confidence.

X.       Non-Competition

27. The  Contractor  agrees that it will not provide its  services  (without the
prior  consent of the  Client)  during the term of this  agreement  to any North
American or European business which directly  competes with the Client.  Neither
will the  Contractor  nor any of its employees  make any  investments  in such a
competing business (except that the foregoing shall not restrict any person from
owning not more than five  percent (5%) of the  outstanding  common stock of any
corporation listed on a national securities exchange or NASDAQ).

XI.      Non-Solicitation

28.  The  Contractor   acknowledges  and  agrees  that  the  right  to  maintain
relationships with the Client's customers constitutes a proprietary right of the
Client which the Client is entitled to protect.  The  Contractor  agrees that it
will not,  and its  employees  will  not,  at any time  during  the term of this
agreement,  directly or  indirectly,  either  individually,  or as a  principal,
officer,  employee,  partner,  director,  advisor, agent, consultant,  or in any
other manner whatsoever: (a) solicit any of the Client's customers, subscribers,
or  accounts,   or  persons  whom  the  Client  was   soliciting  as  customers,
subscribers,  or  accounts  at the time of the  expiry  or  termination  of this
agreement;  (b) cause or seek to persuade any prospective customer,  subscriber,
or account of the Client to determine not to enter into a business  relationship
with the Client; (c) cause or seek to persuade any director,  officer, employee,
customer,  subscriber,  account, agent, or supplier of the Client to discontinue
the status,  employment or relationship of such person or entity with the Client
or to  become  employed  in any  activity  similar  to or  competitive  with the
activities  of the  Client;  or (d) hire or  retain  any  director,  officer  or
employee of the Client.
<PAGE>

XII.     Restrictive Covenants

29. The Contractor agrees and acknowledges that the restrictions and obligations
imposed on it and its employees  under Parts IX, X, and XI of this agreement are
reasonable  and  necessary for the  protection of the Client and the  Contractor
waives any and all defenses to the strict enforcement thereof.

XIII.    Injunctive Relief

30. The Client and the Contractor each  acknowledge and agree that, in the event
of a breach or anticipated  breach under Parts IX, X, and XI of this  agreement,
irreparable  harm will result to the Client and, in addition to damages  arising
out of the  breach,  the  Client  will  be  entitled  to any  interlocutory  and
permanent  injunction as a necessary  remedy to enjoin any further breach by the
Contractor  or any of its  employees,  if the Client  elects to seek  injunctive
relief.

XIV.     General Provisions

31. The notice of  termination  of the operation of this agreement by the Client
or Contractor  and notice of extension of the operation of this agreement by the
Contractor  pursuant to the terms of this agreement shall be given in writing by
personal delivery, by courier, ordinary prepaid mail, or facsimile.

32. Any notice  given  pursuant to this  agreement  shall be deemed to have been
duly  given  when  delivered  by hand,  or sent by  courier,  prepaid  mail,  or
facsimile.
<PAGE>

33. All representations, warranties, covenants, indemnifications and limitations
of liability in this agreement  shall continue in force after the termination of
this agreement.

34. Neither party may assign of this agreement without the written authorization
of the Client and Contractor.

35. The Client and the Contractor  agree that if any of the provisions or a part
of a provision  of this  agreement  are deemed  illegal or  unenforceable,  such
provisions shall be considered  separate and severable from this agreement,  and
the remaining  provisions or part of a provision of the agreement shall continue
in force,  and be binding upon the parties as though such provision or part of a
provision had never been included.

36.  This  written  instrument  constitutes  the entire  agreement  between  the
parties.  There  are no other  agreements,  understandings,  representations  or
warranties, either collateral, oral or otherwise.

37.  Any  disputes  as to the  validity,  interpretation,  performance  of  this
agreement  shall be determined in accordance  with the laws and by the Courts of
the Province of Ontario.

38. No provisions of this agreement may be amended or waived unless confirmed by
way of written  documentation  signed on behalf of each party by its  authorized
representative.

39. Except as explicitly  set forth in this  agreement,  all dollar  amounts are
expressed in Canadian dollars.

40.  This  agreement  may be executed  in  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.
<PAGE>

41.  The  headings  used  in this  agreement  are  solely  for  the  purpose  of
convenience  of reference  and shall be given on effect in the  construction  or
interpretation of this agreement.


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

Signed on behalf of
the Contractor

/s/ Duncan Macdonald
--------------------


Signed on behalf of
the Client

/s/ Dorothy English
-------------------



<PAGE>


                                  SCHEDULE "A"

                      Services to be provided by Contractor



-        Assist in obtaining financing of a debt and/or equity nature.
-        Provide expertise it merger and acquisition activities.
-        Provide direction in strategic business planning.
-        Assist in restructuring of the finance and accounting departments.
-        Provide expertise in the SR&ED and tax appeal process.




<PAGE>


                                  SCHEDULE "B"

                                Fees and Charges


1.   The Client agrees to  compensate  the  Contractor  for the provision of the
     Services pursuant to this agreement as follows:
<TABLE>
<S>                                                                   <C>


         Duncan Macdonald  $                                                 $    13,250.00 per month.

         Rainer Vietze     - first 160 hours in a month (base)               $    10,000.00 per month
                           - delivery of 170 hours or more in month          $     1,000.00 per month

         Other staff                                                         $        30.00 per hour

         Contract bonus payable December 31, 1999                            $     8,750.00
         Contract bonus payable December 31, 2000                            $     8,750.00
         Contract bonus payable June 30, 2001 (if contract is extended)      $     4,375.00

         The above amounts will be subject to G.S.T.
</TABLE>
1
2.   The Contractor will invoice the Client on the 15th and the last day of each
     month.

3.   The  parties  agree  that  invoices  will be  payable  by the  Client  upon
     presentation.  Interest of 2% per month is added to any account outstanding
     for more than 30 days.

4.   Mileage  costs related to Rainer  Vietze  between  Toronto and Waterloo are
     specifically excluded from allowable expenses




<PAGE>

SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: December 3, 1999
                                                               COMPUFLIGHT, INC.

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