September 24, 1999


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

Dear Douglas:

Re:      Skyplan Services (UK) Limited (the "Company")

         This letter will serve to set out the terms and  conditions  upon which
Navtech  Systems  Support  Inc.  (herein  called   "Navtech")  or  an  affiliate
designated by Navtech (the "Purchaser") agrees to purchase from Skyplan Services
Limited (the  "Shareholder")  all of the issued and outstanding common shares of
the Company (the "Purchased  Shares").  If acceptable to the  Shareholder,  once
executed,  this  letter  will  become a legally  binding  agreement.  Should the
Purchaser be an affiliate, Navtech will provide a guarantee of performance.

         The terms of the offer are as follows:

1.       Offer to Purchase

         The  Purchaser  hereby  offers to  purchase  from the  Shareholder  the
Purchased  Shares.  On  the  Closing  Date,  the  Purchased  Shares  are  to  be
transferred to the Purchaser free and clear of any security interests,  pledges,
charges, or other encumbrances.

2.       Purchase Price

         The purchase  price  payable for the  Purchased  Shares (the  "Purchase
Price") shall be One Hundred and Eighty Thousand Dollars  ($180,000.00)  payable
in accordance with Section 3.

3.       Payment of Purchase Price

          (a) The Purchase Price shall be paid to the Shareholder as follows:

               (i)  $125,000.00 on the Closing Date (as hereinafter  defined) by
                    certified cheque, and

               (ii) the balance of the Purchase  Price shall be  deposited  into
                    the trust account of Bennett Jones  ("Purchaser's  Counsel")
                    on the  Closing  Date,  to be held in trust  subject  to the
                    terms of this letter agreement.  Such funds (the "Holdback")
                    shall be released  for the benefit of the  Shareholder  upon
                    expiry of the Post-Closing Term unless  Purchaser's  Counsel
                    has received  written notice as  contemplated by paragraph 5
                    hereof.

<PAGE>
          (b)  It is agreed that all monies  payable  pursuant to paragraph 3(a)
               above  shall  be  paid  to  Shareholder's  counsel  on the  trust
               condition that the same be remitted to the Toronto  Dominion Bank
               (the "TD Bank") on behalf of the  Shareholder  in such amounts as
               are necessary to extinguish all  indebtedness  of the Shareholder
               and its  affiliates  to TD Bank in respect  of the  Shareholder's
               domestic  line of  credit,  as  agreed  with TD  Bank  (it  being
               understood  that if the amounts paid  pursuant to paragraph  3(a)
               are  insufficient  to  discharge  such  indebtedness,  the entire
               amount shall be paid to TD Bank).

4.       Post-Closing Term

         For the time period commencing  immediately after Closing and ending on
the close of  business  on  October  22,  1999 (the  "Post-Closing  Term"),  the
Shareholder shall:

          (a)  continue to "host" the  software of the Company in its offices in
               Calgary in order to insure that all software  currently  utilized
               and owned by the Company can continue to be utilized, unaffected,
               through the Post-Closing Term;

          (b)  transfer to the Company all data,  software and  parameter  files
               owned,  used  or  licenced  by  the  Shareholder  or  any  of its
               affiliates  which are used or  required by the Company to support
               its current  customer  base,  including,  but not limited to, the
               items listed in Schedule "B" hereto, but excluding CyberTrac One;

          (c)  provide or cause to be provided  the  following  to the  Company,
               without remuneration:

               (i)  operational and technical support for the Calgary server and
                    the London (Gatwick) office including  communication  links,
                    twenty four hours a day, seven days a week;

               (ii) dedicated  technical  assistance  by Michel  Terroux  (for a
                    minimum of forty hours during the  Post-Closing  Term),  for
                    the  purposes  of   transferring   customer-specific   data,
                    parameter  files and  software  to operate  and  support the
                    Company's customers; and

               (iii)provide all navigation and  meteorological  data  (including
                    AIRACs) on a timely and routine basis; and

          (d)  cause all closing documents  delivered by fax on the Closing Date
               to be delivered in original form.

5.       Breach During Post-Closing Term

          (a)  In the event the Purchaser  contends during the Post-Closing Term
               that:   (i)  the   Shareholder   is  in  breach  of  any  of  the
               representations  or  warranties  referred to in Section 9 hereof,
               and that such breach is  material;  or (ii) that  paragraph 4 has
               been breached by the Shareholder; the Purchaser shall provide the
               Shareholder and Purchaser's  Counsel with written notice thereof,
               which notice shall contain  complete  particulars  of the alleged
               breach.

          (b)  In the event that Purchaser's Counsel has received written notice
               as contemplated by subparagraph  5(a) above, it shall retain such

<PAGE>

               portion of the Holdback as is equal to the amount claimed in such
               notice (or all of the Holdback if less than the amount  claimed).
               The unclaimed portion shall be paid to the Shareholder's  counsel
               at the end of the  Post-Closing  Term on the trust condition that
               the same be remitted to TD Bank on behalf of the  Shareholder  in
               such amount as may be necessary to pay the balance  owed, if any,
               on the  Shareholder's  domestic line of credit,  to the extent of
               the available funds, with the remainder,  if any, released to the
               Shareholder.  The claimed portion shall remain in trust until the
               subject matter of the notice or notices has been resolved.

6.       Closing

         The  purchase  and sale of the  Purchased  Shares shall be completed on
October 1,  1999,  or such other date as may be  mutually  agreed  upon  (herein
called  the  "Closing  Date").  Closing  shall  occur  on  the  basis  of  faxed
signatures,  which are to be  delivered  as soon as  practicable  thereafter  by
courier.

7.       Non-Solicitation Agreement

         On the Closing Date, the Shareholder shall provide to the Purchaser its
written covenant,  binding upon all of its subsidiaries and affiliates,  in form
and  substance  satisfactory  to the  Purchaser,  not to  solicit  customers  or
employees of the Company, for a period of two years following the Closing Date.

8.       Communications with Company Employees

         From the date hereof  until the  Closing  Date the  Purchaser  shall be
entitled to hold discussions with each employee of the Company.

9.       Representations and Warranties of Shareholder

         The  Shareholder  represents  and warrants to the Purchaser as follows,
and  acknowledges  that the  Purchaser  is relying on such  representations  and
warranties in connection with its purchase of the Purchased Shares:

          (a)  Third  Party  Rights.  No third  party  has any  written  or oral
               agreement  or option or any right or  privilege  (whether by law,
               pre-emptive or  contractual)  capable of becoming an agreement or
               option  for the  purchase  or  acquisition  of any  shares of any
               nature or kind in the capital of the Company.

          (b)  Authorization.   This   Agreement  has  been  duly  executed  and
               delivered by the  Shareholder  and is a legal,  valid and binding
               obligation   of  the   Shareholder,   enforceable   against   the
               Shareholder by the Purchaser in accordance with its terms, except
               as enforcement may be limited by bankruptcy, insolvency and other
               laws affecting the rights of creditors  generally and except that
               equitable  remedies  may be granted only in the  discretion  of a
               court of competent jurisdiction.

          (c)  No Other  Agreements to Purchase.  No third party has any written
               or oral agreement or option or any right or privilege (whether by
               law, pre-emptive or contractual) capable of becoming an agreement
               or option for the purchase or acquisition from the Shareholder of
               any of the Purchased Shares.

          (d)  Ownership of the Purchased  Shares.  The Shareholder is the legal
               and beneficial owner of record of the Purchased Shares,  free and

<PAGE>

               clear of all Encumbrances  (as hereinafter  defined) and, without
               limiting the  generality of the foregoing,  the Purchased  Shares
               are not subject to any voting  trust,  shareholder  agreement  or
               voting  agreement.  At the time of completion of the  transaction
               contemplated by this Agreement, the Purchaser will own all of the
               issued and outstanding share capital of the Company.

          (e)  Encumbrances.  "Encumbrance" means any encumbrance, lien, charge,
               hypothec,  pledge, mortgage, title retention agreement,  security
               interest  of any nature,  adverse  claim,  any matter  capable of
               registration   against  title,   option,  right  of  pre-emption,
               privilege or any contract to create any of the foregoing.

          (f)  No  Violation.  The  execution  and  delivery  of this  letter of
               agreement  by  the  Shareholder  and  the   consummation  of  the
               transactions herein provided for will not result in either:

               (i)  the  breach or  violation  of any of the  provisions  of, or
                    constitute a default  under,  or conflict  with or cause the
                    acceleration  of any  obligation of the  Shareholder  or the
                    Company under:

                    (A)  any  judgment,  decree,  order or  award of any  court,
                         governmental  body or  arbitrator  having  jurisdiction
                         over the Shareholder or the Company;

                    (B)  to the best of its knowledge, any contract to which the
                         Company is a party or by which its assets are bound;

                    (C)  any contract to which the  Shareholder is a party or by
                         which its assets are bound;

                    (D)  to the  best  of its  knowledge,  any  applicable  law,
                         statute, ordinance, regulation or rule; or

                    (E)  the  articles  of  incorporation   and  any  amendments
                         thereto, the by-laws and resolutions of the Company and
                         the Shareholder; or

               (ii) the creation or imposition of any  Encumbrance on any of the
                    Purchased Shares or to the best of its knowledge, any of the
                    property or assets of the Company.

          (g)  Financial Statements. The financial statements for the Company as
               provided to the Purchaser  have been prepared in accordance  with
               generally accepted accounting principles,  and present fairly the
               assets,  liabilities (whether accrued,  absolute,  contingent, or
               otherwise)  and the financial  condition of the Company as at the
               respective  dates of the relevant  statements,  and in particular
               the financial  statement for the period ending May 31st, 1999, as
               well as the  sales,  earnings,  and  liabilities  of the  Company
               during the periods covered by the financial statements.  Further,
               the  Shareholder  and the Company have made complete and accurate
               disclosure to the Purchaser of all liabilities of the Company.

          (h)  Accounts Payable. The accounts payable of the Company to ordinary
               creditors  (other than its  affiliates),  exclusive of secured or
               preferred  creditors,  do  not  exceed  (pound)125,000  as of the
               Closing Date.

<PAGE>

               (i)  Corporate  Records.  To the  knowledge of Douglas  Robinson,
                    Robin Smith and Adrian Bone,  the Company has complied  with
                    all  corporate  legislation  and is in  good  standing;  the
                    corporate   records  of  the  Company  fully   disclose  all
                    shareholder  and  director   resolutions   relating  to  the
                    business   and  affairs  of  the  Company;   all   corporate
                    proceedings and actions  reflected in the corporate  records
                    shall have been  conducted or taken in  compliance  with all
                    applicable  laws and with the  articles  and  by-laws of the
                    Company;  and the minute  books of the  Company  contain all
                    resolutions,  certificates, articles, bylaws, agreements and
                    registers properly to be contained therein.

          (j)  Contracts.

               (i)  To the best of its knowledge  each of the contracts to which
                    the Company is party is in full force and effect, unamended,
                    and there exists no default or event of default  relating to
                    any such contract which has not been disclosed to Navtech;

               (ii) There are no  agreements  or  contracts,  written or verbal,
                    under which the Company has any  obligation,  or pursuant to
                    which the  Company  derives  any  benefit,  and to which any
                    affiliate  of the  Company  is a  party  or has in the  past
                    customarily assisted in the performance thereof; and

               (iii)There are no existing facts,  circumstances or relationships
                    in existence  which may  reasonably be expected to be harmed
                    or  prejudiced  by a change in  ownership of the Company and
                    the consequent  severing of the  relationship of the Company
                    with its current affiliates.

          (k)  Employees.  None of the  employees of the Company has any written
               contract of employment with the Company,  other than as disclosed
               to the Purchaser.

          (l)  Claims.  There is no claim,  at law or in equity,  by any person,
               pending or threatened, against or affecting the Company.

          (m)  Compliance with Laws. To the best of its knowledge,  the business
               and affairs of the Company has been  conducted in accordance  and
               compliance with all applicable laws and regulations.

          (n)  Subsidiaries. The Company has no subsidiaries.

          (o)  Income  Taxes.  The liability for income tax for the Company does
               and shall not exceed(pound)5,000 as of the Closing Date.

          (p)  Usual Course of Business.  The Company has carried on business in
               the usual course,  without extraordinary  transactions since July
               1, 1999 and without  restricting  the  foregoing  the Company has
               made no  loans or other  dispositions  to any of the  affiliates,
               employees,  consultants,  officers or  directors,  other than has
               been disclosed to Navtech.

          (q)  Assets.  As of the  Closing  Date,  the  Company is the legal and
               beneficial  owner of all of the items set forth in  Schedule  "A"
               hereto.

          (r)  Ability to Carry on Business. Other than the items required to be
               transferred by the Shareholder pursuant to subparagraph 4(b), the

<PAGE>

               Company has,  and as of the Closing  Date will have,  all assets,
               including  software,  data,  hardware and personnel,  required to
               carry on the business as currently conducted by it.

10.      Conditions of Closing

         The parties acknowledge that completion of the transaction provided for
herein is conditional upon the following:

          (a)  the Purchaser  shall be satisfied,  acting  reasonably,  that the
               Company has, as of the Closing Date, no outstanding  liabilities,
               except for (i) unsecured  liabilities to trade creditors incurred
               in the ordinary course of the Company's business, which shall not
               exceed  (pound)125,000  and (ii) with  respect  to  income  taxes
               payable, as disclosed in such subparagraph 9(o) above.

          (b)  the Purchaser shall be satisfied with its  negotiations  with the
               employees  and   consultants  of  the  Company  with  respect  to
               Post-Closing employment;

          (c)  the Purchaser shall have received written  confirmation  from all
               secured parties and governmental bodies that the Purchased Shares
               may be transferred as contemplated hereby, free of all charges or
               encumbrances;

          (d)  all directors and officers of the Company shall have resigned and
               released  the  Company  of  further  liability,  except for those
               directors and officers whom the Purchaser wishes to retain;

          (e)  the Shareholder shall provide the Company with a general release,
               in form and substance satisfactory to the Purchaser, of any claim
               existing as at the Closing Date;

          (f)  the  Shareholder  and the  directors  of the  Company  shall have
               executed the various  corporate  documents and resolutions of the
               Company  that  require  execution  by  the  Shareholder  and  the
               directors  of  the  Company,  and in the  event  that  any of the
               corporate records have deficiencies,  the Shareholder will assist
               the Purchaser to rectify such deficiencies;

          (g)  the representations  and warranties of the Shareholder  contained
               in this  Agreement  shall be true and  correct as of the  Closing
               Date with the same  force and  effect as if such  representations
               and warranties had been made on and as of such date;

          (h)  all approvals  requested for the transfer of the Purchased Shares
               shall have been  obtained  including the approval of the board of
               directors of the Company;

          (i)  the Shareholder shall have returned all material and documents of
               the  Company  in  his  possession,  and  shall  verify  that  any
               electronically  stored  information  has been  returned  with all
               copies destroyed;

          (j)  TD  Bank  shall  have  provided  its  written   consent  to  this
               transaction  in terms  satisfactory  to the  Shareholder  and the
               Purchaser; and

          (k)  the  Purchaser  and  the  Shareholder  shall  have  executed  and
               delivered a forbearance  agreement  addressing  the status of the

<PAGE>

               Navtech Flight Operations Support Software,  systems products and
               services  (including without limitation Navtech Master Products &
               Services Agreement No. 94-05) ("Navtech FOMS").

11.      Inter-Company Payables

         Provided that Closing has occurred,  all amounts owing to affiliates by
the Company,  and all amounts owing by affiliates to the Company shall be deemed
to have been extinguished.

12.      Professional Costs

         The parties shall be responsible for their  respective  legal and other
professional  costs incurred in connection with  negotiating and completing this
Agreement.  For greater  certainty the  Shareholder  will be responsible for the
costs for the  services for his own personal  legal,  accounting,  tax and other
related matters.

13.      Public Announcement

         Any  public  announcement  or  other   communication   concerning  this
Agreement  shall be  subject  to the joint  approval  of the  Purchaser  and the
Shareholder.  The  Shareholder  acknowledges  that the  Purchaser  is subject to
certain disclosure obligations based on the materiality of this Agreement and as
such the  Purchaser  shall have the right to make such  disclosure  upon  giving
written notice to the Shareholder.

14.      Further Assurances

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

15.      Change of Name

     Within 180 days of the Closing Date, the Purchaser shall change the name of
the Company to a name which does not reference "Skyplan".

16.      Binding Agreement

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

17.      Jurisdiction

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

<PAGE>

18.      Counterparts

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

19.      Notices

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

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

         If to the Purchaser, the address is as follows:

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

20.      Time of the Essence

         Time shall in all respects be of the essence.

21.      Arbitration

         All disputes arising out of or in connection with the matters set forth
in this letter agreement shall be decided by a single arbitrator pursuant to the
Arbitration Act (Alberta).

22.      Acceptance

         If the foregoing  general terms and  conditions  are acceptable to you,
please sign the enclosed duplicate copy of this Letter and return it to us.

                                   Yours truly,
                                   NAVTECH SYSTEMS SUPPORT INC.

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

<PAGE>


         For good and  valuable  consideration  the receipt and  sufficiency  of
which is hereby  acknowledged,  Skyplan Services Limited, by its duly authorized
officer,  hereby agrees to the terms and  conditions  above set forth and by the
acceptance  hereof,  the foregoing shall constitute a binding  agreement between
Navtech Systems Support Inc. and Skyplan Services  Limited,  as set forth above,
this 24th day of September, 1999.


                                   SKYPLAN SERVICES LIMITED
                                   Per: /s/ Douglas Robinson
                                        ----------------------------------------
                                        Douglas Robinson
                                        Director and Officer

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


<PAGE>


                                  Schedule "A"


Fixed Asset Listing As of December 31, 1998 audit working papers:

Improvements to property
------------------------
Stamp duty
Partitioning/Redecorations
Installation network points
Electrical works

Office Furniture
----------------
Office furniture
Chairs/Bookcase
Desks/Ops table/Filing cabinet
5 Chairs/Arms

Office Equipment
----------------
Office equipment
Mobile phone
Printing calculator
Fans
Vacuum cleaner
Call logging equipment
Photocopier
Handset for answer system
Telephone equipment

Computer Equipment
Computer equipment
Power supply unit
Modem cable
Processor motherboard
Processor motherboard
Modem cable
Network (WAN) equipment
Computer memory
Lap top computer R. Smith
Various computer equipment
Monitor
HP Jet printer server
Computer  system IBM (4 computers)
Laser Jet printer
Network equipment Tricom
Computer system



<PAGE>


                                  Schedule "B"



-    Aircraft Performance Data;

-    Aircraft Characteristics Files;

-    Customer Policies for Fuel Reserves and ETPs;

-    Customer Stored Routes;

-    Customer Networking Addresses (AFTN, SITA, ARINC, Fax);

-    Customer-specific NOTAMs;

-    Flight Plan Format Files;

-    Airport Data for Airport(s) in a designated city-pair for any customer of
     the Company;

-    Enhancements to the FOMS system as currently provided to the Company's
     customers (e.g. MORA).