PRINCIPALS' GUARANTEE

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


BY:

          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 "Principals")

TO:

          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
Principals  and Ralph Eisenschmid dated November  22,  2002  (the
"Share Exchange Agreement");

AND  WHEREAS pursuant to a consulting agreement dated as  of  the
date  hereof (the "Asset Sale Consulting Agreement") the  Company
retained  the Principals 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;

AND  WHEREAS pursuant to the Asset Sale Consulting Agreement  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");

NOW  THEREFORE  in  consideration of the sum  of  $1.00  and  the
Company  entering into the Asset Sale Consulting  Agreement  with
the  Principals,  and other good and valuable consideration,  the
receipt  and sufficiency of which is hereby acknowledged  by  the
Principals,  the Principals hereby agree, covenant and  undertake
as follows:

1.    The  Consultants hereby agree and unconditionally guarantee
that if the proceeds of the sale of the Assets are not sufficient
to  repay all of the Indebtedness, the Consultants shall  jointly
and  severally  pay  to  the Company  the  amount  by  which  the
Indebtedness exceeds the proceeds of said sale.

2.    This Guarantee is of a continuing nature and extends to the
entire  amount,  if  any, by which the Indebtedness  exceeds  the
proceeds of the sale of the Assets as of the expiry of the  Asset
Sale Consulting Agreement.

3.    This  Guarantee  is  absolute  and  unconditional  and  the
obligations  of the Principal shall not be released,  discharged,
mitigated, impaired, or affected by:

(a)  any  extension  of time, indulgences or modifications  which
     the Company's creditors may extend to or makes with the Company
     in respect of the repayment of any Indebtedness;

(b)  any  waiver  by  or  failure of the Company's  creditors  to
     enforce  any of the terms, covenants and conditions  of  the
     Indebtedness;

(c)  any  assignment  of  any  part of the  Indebtedness  by  the
     Company's creditors or by any trustee or receiver, or

(d)  any  consent which the Company gives to any such  assignment
     or transfer;

(e)  any  amendment  to  the Indebtedness or any  waiver  by  the
     Company of any of its rights under the same;

(f)  any  extension  of time, indulgences or modifications  which
     the Company may extend to or make with the Principals in respect
     of their obligations under the Asset Sale Consulting Agreement or
     this Guarantee;

(g)  any  waiver by or failure of the Company to enforce  any  of
     the terms, covenants and conditions of the Asset Sale Consulting
     Agreement or this Guarantee;

(h)  any  assignment of the Company's rights under the Asset Sale
     Consulting Agreement or this Guarantee;

(i)  any  consent which the Company gives to any such  assignment
     or transfer; or

(j)  any  amendment to the Asset Sale Consulting Agreement or any
     waiver by the Company of any of its rights under the same.

4.    This  Guarantee shall remain in effect, and the  Principals
shall  continue to be bound, until the Indebtedness is repaid  in
full, despite the repayment from time to time of any part of  the
Indebtedness.

5.    This  Guarantee shall survive any act or  omission  of  the
Company or any other person whereby the Principals would or might
otherwise   be   released  or  have  its  obligations   hereunder
discharged,   mitigated,  impaired  or  affected   in   any   way
whatsoever.

6.     The  Principals  hereby  expressly  waive  notice  of  the
acceptance  of  this Guarantee and all notice of non-performance,
non-payment or non-observance on the part of the Company  of  the
terms, covenants and conditions of the Indebtedness.

7.    The Principals further waive any defenses available  to  an
indemnifier  or guarantor at law or in equity. The Company  shall
not  be bound to exhaust its defenses against its creditors,  nor
to notify the Principals of any act or event of default under the
Indebtedness or Asset Sale Consulting Agreement before  requiring
the Principals to perform their obligations under this Guarantee.

8.    This Guarantee shall enure to the benefit of and be binding
upon  the  parties  hereto  and their respective  successors  and
assigns.

9.   This Guarantee 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.

IN  WITNESS WHEREOF, the Principals have caused this Guarantee to
be  duly  executed and delivered on the day and year first  above
written.



____________________________  _____________________________________
Witness                       Harry J. Santoro

____________________________  _____________________________________
Witness                       Stephen M. Robinson