B E T W E E N:

                                Duncan Macdonald
                                                                      "Employee"

                                     - and -


                          Navtech Systems Support Inc.
                                                                  the "Employer"


                        MINUTES OF SETTLEMENT AND RELEASE


     WHEREAS  the  Employee  has  voluntarily   and  irrevocably   resigned  his
employment with the Employer as Chief Executive Officer  effective  November 29,
2001;

     AND  WHEREAS  the  parties  wish to fully and  finally  resolve  all issues
arising out the cessation of Employee's employment as Chief Executive Officer;

     THE PARTIES AGREE AS FOLLOWS:

1. The Employer shall pay the Employee  twenty-six  (26) weeks' regular base pay
in the weekly amount of three  thousand eight hundred ninety four dollars twenty
three cents ($3,894.23),  less appropriate  deductions,  in respect of notice or
pay in lieu of notice.  The payment will be made by way of salary  continuation,
beginning January 7, 2002 and ceasing in the week ending July 5, 2002.

2. The  Employer  agrees that should the  Employer  return all its  employees to
their pre-October 15, 2001 salaries prior to July 5, 2002, the Employee shall be
entitled to receive his  pre-October  15, 2001 weekly base pay of four  thousand
three hundred twenty six dollars ninety two cents ($4,326.92) for the balance of
the salary continuation  period.  Likewise,  the Employer agrees that should the
Employer  provide  any  payment to all of its  employees  in respect of foregone
wages for the period after October 15, 2001 prior to July 5, 2002,  the Employee
shall be entitled to a payment calculated in the same manner as the payments for
all other active employees.

3.  The  Employee  acknowledges  that  there  is  no  outstanding  vacation  pay
entitlement  as of  November  29,  2001,  and that the  payment in  paragraph  1
includes any and all vacation pay for the period of Employee's employment.

4. The  Employer  agrees to continue  the  Employee's  dental,  drug and medical
benefits  until July 5, 2002  (excluding LTD and STD), at which time the benefit
contributions  and coverage  shall cease.  Such coverage shall be subject to the
terms of the applicable plans.

5.  Employer  agrees to reimburse  Employee for a cell phone  expenses for the 6
month period to May 31,  2002,  to a monthly  maximum cost of $400.00  including
taxes,  upon provision of satisfactory  proof of cost  (invoices) of usage.  The
Employer  also agrees  that the  Employee  may  continue to enjoy the use of the
Employer's  BlackBerry  pager until Jan 15, 2001,  at which time the  BlackBerry
shall be returned to the Employer.

6. The Employee  agrees to return all other property of the Employer by November
29, 2001, unless otherwise set forth herein.

7. The  Employer  agrees  to  reimburse  Employee  for any  reasonable  business
expenses  incurred up to November 29, 2001,  in accordance  with the  Employer's
standard policy.  Employee agrees that in order to receive reimbursement he must
submit a claim for such expenses prior to January 15, 2002, after which time the
claim to such  expenses  shall be  deemed  waived  and  abandoned  by  Employee.
Employee  acknowledges  and agrees that any expense advances already provided to
the Employee  together  with all advances  provided to Kintyre & Company Ltd. by
the Employer or Navtech Inc. will be set-off against any  outstanding  expenses,
and, if necessary,  against the payments in paragraph 1 and Employee consents to
such set-off  pursuant to the  Employment  Standards Act, 2000. The Employer and
Employee  agree that  Employee  may only incur any further  reasonable  business
expenses  after  November  29,  2001 with the  express  written  consent  of the
President.

8. The Employee  acknowledges  that the payment of the sums in paragraphs 1 to 7
(both inclusive) is inclusive of and exhaustive of all possible  entitlements to
pay, pay in lieu of notice,  severance pay or any other  entitlements  including
vacation pay in respect of Employee's  employment  and the  termination  of that
employment, whether pursuant to the Employment Standards Act or otherwise.

9. The Employee  agrees that this settlement is not an admission of liability by
the Employer, and in fact such liability is denied.

10. The Employee  agrees not to disclose the terms of this settlement to members
of the public, including to employees and former employees of the Employer.

11. In consideration of the performance of the undertakings in paragraphs 1 to 7
(both  inclusive),  Employee hereby  acknowledges  that he is a fiduciary to the
Employer and further  recognizes  that in the  performance  of his duties he has
acquired  detailed and confidential  knowledge of the Employer's  operations and
other confidential  documents and information.  The Employee agrees that he will
not in any way use,  divulge,  furnish or make accessible to any person,  either
during his  employment  or any time  thereafter,  any  confidential  information
relating to the business of the Employer, acquired by the Employee in the course
of his employment with the Employer.

12. The Employee agrees to indemnify and save the Employer harmless with respect
to any claims,  charges or demands properly exigible which might be made upon it
in respect of Employee's obligations in connection with this settlement pursuant
to the Income Tax Act (Canada) or the Employment Insurance Act.

13. In consideration of the performance of the undertakings in paragraphs 1 to 7
(both  inclusive),  the  Employee  hereby  releases and forever  discharges  the
Employer,  its  subsidiaries,  affiliates,  and  successors  and  each of  their
respective officers,  directors,  employees and agents from any and all actions,
causes of action,  claims, demands and proceedings of whatever kind for damages,
indemnity,  costs,  compensation  or any other  remedy which the Employee or the
Employee's  heirs,  administrators  or assigns had, may now have, or may have in
the future arising out of the Employee's  employment or the  termination of that
employment,  arising  under the common law, or any  statute,  including  but not
limited to, the Pay Equity Act, the Human Rights Code, the Workplace  Safety and
Insurance Act, or otherwise.

14. The  Employee  acknowledges  by signing  this  settlement  that the Employee
understands  its  terms and has had a  reasonable  opportunity  for  independent
advice with respect to it. The Employee  further  confirms that this  settlement
constitutes the entire agreement between the parties,  and that the undertakings
in paragraphs 1 to 7 (both inclusive) are the sole consideration for the release
set out herein.


Dated at     this 29th day of November, 2001.




/s/ Duncan Macdonald                         /s/Christine Keeler
---------------------------------            -----------------------------------
Employee                                     Witness


Dated at     this 29th day of November, 2001.



/s/ David Strucke                            /s/ Christine Keeler
---------------------------------            -----------------------------------
For the Employer                             Witness