ASSET SALE CONSULTING AGREEMENT

THIS AGREEMENT is made as of the 22nd day of November, 2002,


                           B E T W E E N:

          HARRY J. SANTORO, an individual resident at 215
          West Main Street, Maple Share, New Jersey, 08052,

                             - and -

          STEPHEN M. ROBINSON, an individual resident at 126
          Wharton Court, Shamong, New Jersey, 08088,

          (the  foregoing parties being hereinafter  collectively
          referred to as the "Consultants")

                             - and -

          INTELISYS AVIATION SYSTEMS U.S.A. INC. (formerly  "Apta
          Holdings, Inc."), a corporation incorporated under  the
          laws  of  the  State of Delaware, having its  principal
          office   at   815  Bombardier  Street,   Shediac,   New
          Brunswick, E4P 1H9 (the "Company")

WHEREAS as of the date hereof  the Company acquired, through  its
wholly-owned subsidiary Intelisys Acquisition Inc.,  all  of  the
issued  and  outstanding  shares of  Convergix  Inc.("Convergix")
pursuant   to  an  agreement  between  the  Company,   Convergix,
Intelisys Acquisition Inc., Intelisys (Nova Scotia) Company,  the
Consultants  and Ralph Eisenschmid dated November 22,  2002  (the
"Share Exchange Agreement");

AND  WHEREAS  the Company intends to pursue as its  business  the
business currently carried on by Convergix and desires to dispose
of its current assets which are not related to that business;

AND  WHEREAS  the  Company desires to retain the  Consultants  to
dispose  of  said  assets  on behalf  of  the  Company,  and  the
Consultants desires to provide those services to the Company upon
and subject to the terms and conditions hereinafter set forth;

NOW  THEREFORE  WITNESS that in consideration of  the  respective
covenants, conditions, warranties and agreements herein contained
and  for  other good and valuable consideration (the receipt  and
sufficiency  of  which are hereby acknowledged  by  each  of  the
parties hereto) it is agreed by and between them as follows:

              ARTICLE  1 -  APPOINTMENT AND DUTIES

1.1   The  Company hereby retains the Consultants as  its  agents
with  limited  authority  to sell all of the  personal  property,
chooses in action, intangible or intellectual property (including
patents,  copyrights, trade-marks, trade names or licenses),  and
all  other assets of whatsoever nature owned or purportedly owned
by  the  Company ("Assets"), including the shares of all  of  its
subsidiaries,  other  than any Assets acquired  pursuant  to  the
Share Exchange Agreement.  The parties agree and acknowledge that
the Consultants are not otherwise agents of the Company and shall
have  no  authority to bind the Company except to the extent  and
for the limited purpose set out in this section.

1.2   The  Consultants agree to effect the  sale  of  the  Assets
within three (3) months from the date hereof.

1.3   The  proceeds of the sale of the Assets shall  be  used  to
repay all liabilities, debts, accounts payable and other monetary
obligations of the Company incurred prior to the date  hereof  or
in   connection   with   the   Share  Exchange   Agreement   (the
"Indebtedness").

1.4   The  Consultants hereby agree that if the proceeds  of  the
sale  of  the  Assets  are not sufficient to  repay  all  of  the
Indebtedness, the Consultants shall pay to the Company the amount
by  which  the  Indebtedness exceeds the proceeds of  said  sale.
Upon  the  execution  of  this Agreement, the  Consultants  shall
execute and deliver to the Company a guarantee to that effect  in
the   form  attached  as  Schedule  "Q"  to  the  Share  Exchange
Agreement.

1.5   In  providing  their  services under  this  Agreement,  the
Consultants shall use their best efforts and dedicate  sufficient
time  and energy to seeking out and finding buyers for the Assets
and  negotiating the best terms for the sale of the  Assets.  The
Consultants  may  carry on other business and to provide  similar
services  to  other  persons, subject only  to  the  standard  of
service   specified  in  this  section   and   the   Consultants'
confidentiality obligations under Article 4 below.

1.6   The parties agree and acknowledge that the Consultants  are
independent  contractors  and  not  employees  of  the   Company.
Nothing  in  the  Agreement  shall  be  deemed  to  require   the
Consultants  to provide services exclusively to the  Company  and
the  Consultants  hereby  acknowledge that  the  Company  is  not
required  and  shall not be required to make any remittances  and
payments  required of employers by statute or  otherwise  on  the
Consultants'  behalf, and the Consultants or any of their  agents
or  employees  shall  not  be entitled  to  the  fringe  benefits
provided by the Company to its employees.

                ARTICLE 2 - TERM AND TERMINATION

2.1   The  engagement of the Consultants hereunder shall,  unless
earlier  terminated as provided for herein, be for  a  period  of
three (3) months commencing on the date hereof (the "Term").

                    ARTICLE 3 - COMPENSATION

3.1   As  compensation  for finding buyers  for  the  Assets  and
negotiating with them, the Consultants shall be entitled to a fee
equal  to the amount by which the proceeds of the sale of  Assets
exceed the Indebtedness to be repaid, if any.

                       ARTICLE 4 - GENERAL

4.1   The headings in this Agreement are included for convenience
of  reference  only  and  shall not constitute  a  part  of  this
Agreement for any other purpose.

4.2   All  notices,  requests, demands and  other  communications
hereunder must be made in writing and will be deemed to have been
duly  given  if delivered by courier, sent by prepaid  registered
mail  addressed to the addressee at the address appearing on  the
first  page  hereof or to such other address as may be  given  in
writing  by the Party, or sent by facsimile transmission  to  the
fax  number  of  the addressee given below or to such  other  fax
number as may be given in writing by the Party:

(a)  to the Company: (506) 533-1470

     with a copy to:

     Carbonaro Stewart Kligerman Sugar LLP
     Barristers and Solicitors
     390 Bay Street, Suite 1600
     Toronto, Ontario, M5H 2Y2
     Tel.:     (416) 368-2500
     Fax: (416) 368-0909

(b)  to the Consultants: (856) 727-0128

     with a copy to:

     Stephen M. Robinson, Esq.
     Stephen M. Robinson, P.A.
     126 Wharton Court
     Shamong, New Jersey, 08088
     Tel.:          (856) 596-8660
     Direct Tel.:   (856) 268-0588
     Fax:      (856) 596-8662
     Direct Fax:    (856) 268-5615

Any  notice  given by personal delivery shall  be  deemed  to  be
received  on  the  date of delivery. Any notice sent  by  courier
shall be deemed to be received on the next Business Day following
the  deposit of the communication with the courier service.   Any
notice  sent  by prepaid registered mail shall be  deemed  to  be
received on the fifth (5th) day other than a Saturday, Sunday  or
statutory holiday in New Brunswick, following the deposit of  the
communication in the mail.  If the party giving any Communication
knows  or  ought reasonably to know of any difficulties with  the
postal  system which might affect the delivery of mail, any  such
Communication  may  not be mailed but must be given  by  personal
delivery  or  by  electronic communication.  Any notice  sent  by
facsimile  or similar method of recorded communication  shall  be
deemed  to have been received on the date of its transmission  if
transmitted  before 4:30 p.m. (Toronto time),  and  on  the  next
Business   Day   following  the  date  of  its  transmission   if
transmitted after that time.

4.3  Time shall be of the essence of this Agreement.

4.4   This Agreement may not be modified, supplemented or amended
except  by instrument in writing signed by the parties hereto  or
by their respective successors or permitted assigns. No waiver of
any of the provisions of this Agreement, in whole or in part,  by
either party shall be deemed or shall constitute a waiver of  any
other  provisions hereof (whether or not similar) nor shall  such
waiver  constitute a continuing waiver unless otherwise expressly
provided.

4.5   If any covenant or provision herein contained is prohibited
in  whole  or  in  part  in any jurisdiction,  such  covenant  or
provision shall, as to such jurisdiction, be ineffective  to  the
extent  of  such prohibition without invalidating  the  remaining
covenants  and provisions hereof therein and shall,  as  to  such
jurisdiction,  be severed from this Agreement to  the  extent  of
such prohibition.

4.6   All  monetary  amounts referred  to  herein  shall,  unless
specifically  stated otherwise, refer to the lawful  currency  of
the United States of America.

4.7   This Agreement shall not be assigned or transferred, in any
manner whatsoever, by the Consultants.

4.8  This Agreement shall be construed and enforced in accordance
with,  and the respective rights of the parties shall be governed
by,  the laws of the State of New Jersey and the federal laws  of
the United States of America applicable therein.

4.9   The Parties acknowledge that this provision shall serve  as
notice  to  each  party  of being advised  to  arrange  for  such
independent legal advice with respect to this Agreement, each  of
the  matters herein and the implications thereof, as  each  party
may  independently deem necessary, and that each party has either
obtained  such  independent  legal advice  or  waives  the  right
thereto by signing this Agreement.

4.10  This  Agreement, as modified, supplemented or amended  from
time to time, along with any agreements or other documents to  be
delivered  pursuant hereto, sets forth the entire  agreement  and
understanding   of  the  parties  in  respect  of   the   matters
contemplated   herein  and  supersedes  all   prior   agreements,
arrangements  and understandings relating to the  subject  matter
hereof.

4.11  The parties hereto shall with reasonable diligence  do  all
such  things  and  provide its reasonable assurances  as  may  be
required  to  complete the transactions contemplated herein,  and
each  party  shall provide such further documents or  instruments
required  by  the other party as may be reasonably  necessary  or
desirable to effect the purposes of this Agreement and  to  carry
out its provisions, whether before or after the execution hereof.

4.12 This Agreement may be executed by the Parties hereto in  one
or  more counterparts by original or facsimile signature, each of
which  when  so executed shall be deemed an original and  all  of
which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed this agreement as of
the date first above written.


____________________________  _____________________________________
Witness                       Harry J. Santoro

____________________________  _____________________________________
Witness                       Stephen M. Robinson


                              INTELISYS  AVIATION  SYSTEMS  U.S.A
                              INC.


                              Per: ___________________________
                                   Authorized Signing Officer
                              I   have  authority  to  bind   the
                              corporation.