EXHIBIT 10.19  








EMPLOYMENT AGREEMENT 



        THIS
AGREEMENT made to have effect the 4th day of September, 2003. 




BETWEEN: 



	  	
MDSI
MOBILE DATA SOLUTIONS INC., a corporation duly 

incorporated under the federal laws of Canada and having its offices 

at 10271 Shellbridge Way, Richmond, B.C. V6X 2W8 



(the “Company”)









AND: 





	  	
Erik Dysthe, a businessman, residing at: 802 - 1383 Marinaside 

Crescent, Vancouver, BC  V6Z 2W9 



(the “Executive”)










	  	
WHEREAS:






	A.  	  	The
Company has employed the Executive on a continuous basis since February 1,           1993
and the Executive currently serves the Company in his capacity as the           President
and Chief Executive Officer.  






	B.  	  	The
Company wishes to continue employing the Executive and the Executive is           willing
to accept such continued employment upon the terms and conditions set           forth in
this Agreement; and  






	C.  	  	The
Company and the Executive wish to record certain matters of mutual interest           in
connection with the Executives’ employment by the Company.  






	  	
NOW
THEREFORE in consideration of the premises and the mutual covenants and agreements herein
set forth the parties hereto mutually covenant and agree as follows: 







	1.  	  	EMPLOYMENT  






	1.1 	  	
The Company hereby employs the Executive to be the President and Chief Executive Officer
of the Company and the Executive hereby accepts such employment. The Executive shall
report to the Board of Directors of the Company and shall perform all duties and have all
authority incident to the position of President and Chief Executive Officer of the
Company, and such additional duties as he may from time to time be reasonably required to
perform, and such additional authority as he may from time to time be given, by the Board
of Directors. 






	1.2 	  	
The Executive shall perform his duties out of the Richmond office of the Company or out of
such other office in the lower mainland area of British Columbia, which the Company shall 









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establish  and
 designate as its  Vancouver  head office.  The Executive’s duties will involve
extensive domestic and international travel.  







	2.  	  	EXCLUSIVE
SERVICE  






	2.1  	  	 Except
as expressly provided the Executive shall, during his employment with the Company, devote
his entire attention on a full time basis to the business of the Company. Provided he
obtains the prior written approval of the Board of Directors the Executive may, during
his employment with the Company undertake work as a director or consultant to any other
company, firm or individual that is not in competition with the Company.  







	3.  	  	SALARY
AND BONUSES  






	3.1 	  	
The Company shall pay the Executive an annual base salary (“Base Salary”) of
Canadian $280,000.00 gross payable semi-monthly, which shall be reviewed from time to time
at the sole discretion of the Company. 






	3.2 	  	
An annual incentive plan that will provide additional earning potential based upon the
achievement of predetermined objectives and corporate earnings. Details are outlined in
the Executive Management Bonus Program (Schedule A). 






	3.3 	  	
All payment of salary shall be subject to deduction of all applicable Federal and
Provincial income tax, unemployment insurance, Canada Pension deductions and other
deductions required at law or made pursuant to this Agreement. 







	4.  	  	EXPENSES  






	4.1  	  	The
Company shall provide to the Executive the following expenses, equipment and allowances: 






	  	  	(i)  	  	                reimbursement
for all reasonable and necessary expenses incurred by the                Executive in the
conduct of the business of the Company in accordance with                travel and
expense policies established by the Company from time to time; and  






	  	(ii)  	  	                appropriate
hardware/software, including cell phone, pager, and a portable                computer
selected by the Company to permit the Executive to operate effectively
               while away from the office or at home and associated costs.  







	5.  	  	STOCK
OPTIONS  






	5.1 	  	
The Executive shall be entitled to participate in the Stock Option Plan as established by
the Company and amended from time to time. A copy of that Plan has been supplied to the
Executive who acknowledges its receipt. 






	5.2 	  	
All stock options granted to the Executive pursuant to this Agreement shall automatically
vest in the event of a Change of Control (as defined in the Company’s Stock Option
Plan) except for those stock options issued to the Executive on or after March 1, 2000
which stock option certificate provides that notwithstanding the provisions in the current 


















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Company’s Stock Option
Plan regarding accelerated vesting in the event of a Change of Control (as defined in the
Plan) or Terminating Event (as defined in the Plan), in the event a Change of Control or
Terminating Event occurs only those Stock Options that would have ordinarily vested to the
Executive over the next twelve months will immediately vest, and the balance of the
unvested options will only be accelerated if an entity causing an Change of Control or
Terminating Event does not establish a successor stock option plan or similar program that
rolls over and preserves the balance of the unvested Options granted to the Executive. 






	5.3 	  	
Stock options which have vested may be exercised at any time up to five years from the
date of grant. Except as provided for in section 12.4, those stock options which have not
vested by the date of termination of the Executive’s employment with the Company
shall expire automatically as of that date. Upon termination of his employment by
resignation, the Executive shall have a period of thirty (30) days in which to exercise
vested share purchase options, failing which those options shall expire automatically. In
the event of termination for cause all stock options shall be cancelled and expire
coincident with such termination. 







	6.  	  	VACATION  






	6.1 	  	
The Executive shall be entitled to four (4) weeks (20 working days) vacation per annum to
be taken at such time(s) as the Executive and the Company may mutually and reasonably
agree upon. The Executive is expected to take his entire entitlement during the calendar
year. In the event such vacation cannot be taken the executive must bring the matter to
the attention of the Board of Directors and provide a solution, which will limit the
Company’s liability and ensure said vacation will be taken. 







	7.  	  	BENEFITS  






	7.1 	  	
The Executive shall receive those benefits (including medical, dental, extended health
insurance, short and long term disability, life insurance and family assistance) that are
provided to Canadian based employees in the Company Employee Benefit Program (the
“Program”) in effect upon the Executive’s employment date as that Program
may be modified from time to time. A copy of the Program has been supplied to the
Executive who acknowledges its receipt. 







	8.  	  	SICK
LEAVE  






	8.1 	  	
If the Executive shall, at any time, by reason of illness or mental or physical
disability, be incapacitated from carrying out the terms of this Agreement, he shall
furnish the Company with medical evidence to prove such incapacity and the cause thereof,
and shall receive his full salary for a period of 180 days or until long term disability
begins whichever period is shorter. 

















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	9.  	  	NON-DISCLOSURE
OF CONFIDENTIAL INFORMATION, TRADE SECRETS AND WORK PRODUCT  






	9.1 	  	
The Executive acknowledges that as President and Chief Executive Officer of the Company,
he holds a fiduciary position and owes to the Company a duty of utmost loyalty and good
faith. The Executive agrees to serve the Company well and faithfully and to the best of
his ability, and to use his best efforts to promote its interests. 






	9.2  	  	In
this Agreement the following terms shall have the meanings described below: 






	  	(a)  	  	“Confidential
Information” means any information concerning the           Company’s
scientific, technological, financial and business interests which           is not
generally available to third parties and is identified or is reasonably           capable
of being identified as confidential and proprietary information of the           Company.
Confidential Information shall include but not be limited to: (a)           production
processes and materials; customer lists and requirements; business           plans and
strategies; and other materials or information relating to the           business of the
Company; (b) computer software in source and executable code,           and related
documentation in any media including all modifications, enhancements           and
versions and all options available for such software; and (c) information
          defined herein as a Trade Secret but which is determined by a court of
competent           jurisdiction not to rise to the level of a trade secret under
applicable law.  






	  	(b)  	  	“Trade
Secret” means any information which is identified or is           reasonably
capable of being identified as confidential and proprietary           information of the
Company which: (a) has economic value, actual or potential to           the Company
because it is not generally known to other persons who might obtain           economic
value from its disclosure or use; or (b) the Company has made           reasonable
efforts to keep secret or out of the public domain.  






	  	(c)  	  	“Work
Product” means any work, research, design ideas or           development in
whatever medium which is produced, created or developed by the           Executive during
the term of this Agreement pertinent to the Company’s           scientific,
technological, financial or business interests and may include           Confidential
Information and Trade Secrets.  






	9.3 	  	
The Executive agrees that both during and after the term of this Agreement he shall keep
confidential and shall not directly or indirectly divulge or disclose to anyone nor use or
otherwise appropriate Confidential Information, Trade Secrets or Work Product. 






	9.4 	  	
The Executive agrees that in the course of his employment with the Company he will not
bring to or use at the Company the confidential materials of a former employer or third
party, which are not generally available to the public. 















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	10.  	  	
OWNERSHIP AND USE OF WORK PRODUCTS  






	10.1 	  	
The Executive agrees that any Work Product shall be the sole and exclusive property of the
Company. The Company is and shall be the sole owner of all copyrights, patents and other
intellectual property rights in the Work Product. 






	10.2 	  	
The Executive agrees to assign to the Company any rights that he may have or acquire in
the Work Product and hereby waives all claims to any right, title or interest in the Work
Product, including any moral rights which he may have or acquire in the Work Product or to
its use, including the right to restrain or claim damages for any distortion, mutilation
or other modification of the Work Product or any part thereof whatsoever, or to restrain
use or reproduction of the Work Product in any context, or in connection with any product
or service. At any and all times either during or after the term of this Agreement the
Executive shall upon the request of the Company promptly perform all such acts and execute
and deliver all such documents that may be necessary to vest in the Company the entire
right, title and interest in and to any Work Product. 







	11.  	  	CONFLICT
OF INTEREST AND NON-COMPETITION CONFLICT OF INTEREST AND NON-COMPETITION  






	11.1 	  	
The Executive agrees that the Company has a legitimate interest in ensuring that
Confidential Information, Trade Secrets and Work Product will not fall into the hands of
its competition nor be used by the Executive for any purpose other than the execution of
his duties as an Executive of the Company. Accordingly it is specifically agreed that: 






	  	(a)  	  	During
the term of this Agreement the Executive shall not compete with the
               Company. Without limiting the generality of this provision, the Executive
shall                not during the term of this Agreement, for his own account or for
the account of                a third party, directly or indirectly develop, design,
manufacture, sell or                solicit for sale or lease products including computer
programs, codes and                documentation similar in function to those developed,
designed, manufactured or                sold by the Company;  






	  	(b)  	  	The
Executive shall not for a period of eighteen (18) months following the
               termination of his employment, whether for his own account or for the
account of                a third party, directly or indirectly, develop, design,
manufacture, sell or                solicit for sale products which are the same or
similar in concept or function                to products developed, designed,
manufactured or marketed by the Company during                the period of eighteen (18)
months immediately preceding the date of termination                of the Executive’s
employment;  






	  	(c)  	  	For
a period of eighteen (18) months following the termination of his
               employment, the Executive shall not, whether for his own account or for
the                account of a third party, directly or indirectly, sell or solicit for
sale                products which are the same or similar in concept or function to
those                developed, designed, manufactured or marketed by the Company to any
customer or                potential customer of the Company. For purposes of this
section                “customer” means any person from whom the Company has
received an                order during the eighteen (18) months immediately preceding
the date of                termination of the Executive’s employment. “Potential
customer”               means  









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those
persons who have contacted the Company  or
have been contacted the Company with a view to obtaining an order during the two (2) year
period immediately preceding the date of terminating the Executive’s employment. 






	  	(d)  	  	For
a period of eighteen (18) months following the date of termination of his
               employment, the Executive shall not, whether for his own account or for
the                account of a third party, directly or indirectly, offer or cause to be
offered                to any employee of the Company a new position or employment with
any other                person or company, nor shall the Executive solicit the
participation of any                Employee of the Company in any business, partnership,
association or enterprise.  






	11.2 	  	
The Executive acknowledges and agrees that there can be no geographic limit to his
covenant not to compete due to the nature of his employment and the extent of the business
of the Company, the market for the Company products and the technologies with which the
Company is involved. 






	11.3 	  	
The parties to this agreement recognize that a breach by the Executive of any of the
covenants contained in Sections 9, 10 and 11 of this Agreement would constitute an
interference with the ongoing business of the Company and cause irreparable harm to the
Company which could not be adequately compensated for by monetary damages. The Executive
agrees that in the event of a breach by him of any of the covenants contained in Sections
9, 10 and 11 of this Agreement, he shall and hereby does consent to an injunction being
issued against him restraining him from any further breach of the said covenants. The
provisions of this section shall not be construed so as to affect or impair any other
remedies, which the Company may have in the event of such breach, including but not
limited to an action for damages. 







	12.  	  	TERMINATION
OF EMPLOYMENT  






	12.1 	  	
Without prejudice to any remedy the Company may have against the Executive for any breach
or non-performance of this Agreement, the Executive’s employment may be terminated at
any time effective immediately by the Company without previous notice and without payment
in lieu of notice for cause which, for the purposes of this agreement shall include but
not be limited to: 






	  	(i)  	  	dishonesty
in the course of the discharge of his duties as an employee;  






	  	(ii)  	  	gross
negligence or repetitive negligence committed without regard to corrective
               direction in the course of the discharge of his duties as an employee;  






	  	(iii)  	  	conviction
of any criminal offence other than an offence which, in the                reasonable
opinion of the Company does not affect the reputation of the Company                or
the Executive’s position as a representative of the Company;  






	  	(iv)  	  	bankruptcy
or insolvency of the Executive;  






	  	(v) 	  	excessive
and unreasonable absences from his duties for any reason other than           authorized
vacation or sick leave.  
















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	  	(vi) 	  	material
breaches of the Company’s policies and procedures.  






	12.2 	  	
The Executive shall be entitled to terminate his employment with the Company, at will, at
any time by giving notice in writing to the Company of not less than twelve (12) weeks
unless otherwise agreed to in writing by the parties. In the event the Executive
terminates his employment with the Company, he shall be entitled to receive an amount
equal to his accumulated vacation pay. 






	12.3 	  	
The Company may terminate the employment of the Executive at will and without cause at any
time, including following a Change of Control, upon payment to the Executive of his Base
Salary owing up to the date of termination and a severance payment as outlined in
Paragraph 12.4 below and upon payment to the Executive of all compensation owing up to the
date of termination. 






	12.4  	  	The
amount of severance provided under paragraph 12.3 shall be: 






	  	
18
months or payment in lieu thereof. Termination payment shall be made in a lump sum or at
intervals as agreed by the Executive and the Company. 






	  	
The
Company shall maintain the Executive and his dependents on the Company Employee Benefit
Program during the currency of the notice period. Such benefits shall be discontinued
should the Executive be eligible to participate in a benefit program sponsored by a
subsequent employer. The Executive acknowledges and agrees that he shall not be entitled
to any other severance or termination package in connection with his employment
whatsoever. In the event the Executive is terminated in accordance with this Section 12.3,
the Company shall also pay to him an amount equal to his accumulated vacation. All stock
options granted to the Executive shall continue to vest during the notice period defined
in this section 12.4 and the Executive shall have a period of sixty (60) days from the
expiration of the notice period in which to exercise vested share purchase options. 






	12.5 	  	
In the event that at the date of termination of employment the Executive has earned but
not been paid portions of any Incentive, the Company shall, after termination continue to
pay out, on a pro rata basis to the date of termination, any bonus owing at the applicable
time in accordance with any Incentive Program. 






	12.6 	  	
The Executive will not be required to mitigate the amount of any payment provided under
this Section 12 or any damages resulting from a failure of the Company to make any such
payment by seeking other employment, or otherwise, nor shall the amount of any payment
under this Section 12 be reduced by any compensation earned by the Executive from
employment or self employment. 













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	13.  	  	CHANGE
OF CONTROL OF THE COMPANY  






	13.1  	  	In
this Agreement the term "Change of Control" shall mean: 






	  	(a)  	  	the
sale of greater than 50% of the issued and outstanding common shares in the
               capital of the Company pursuant to a “takeover bid” (as defined
in the                British Columbia Securities Act);  






	  	(b)  	  	the
disclosure that any person (a “Control Person”) directly or
               indirectly, beneficially or legally owns, or exercises control or
direction                over, greater than 50% of the issued and outstanding shares in
the capital of                the Company, in any insider trading report, information
circular, prospectus,                offering memorandum, material change report or other
disclosure document of the                Company or any such Control Person, filed or
required to be filed with the                British Columbia Securities Commission, the
TSE or any other securities                regulatory authority or stock exchange;  






	  	(c)  	  	the
sale or disposition of all or substantially all of the assets of the Company
               to a non-affiliated party;  






	  	(d)  	  	the
merger, amalgamation or consolidation of the Company with or into any other
               non-affiliated corporation; or  






	  	(e)  	  	the
appointment of a liquidator, receiver, receiver-manager, or trustee in
               bankruptcy of the Company, or the making of any assignment or proposal to
or for                the benefit of the creditors of the Company.  






	13.2 	  	
In the event that the Company undergoes a Change of Control and if the employment of the
Executive is terminated by the Company or terminated by the Executive for Good Reason
within 24 months of a Change of Control the Executive shall be entitled to receive the
severance package in accordance with the provisions of Sections 12.3 and 12.4 above. 






	13.3 	  	
In the event of a take-over or Change of Control of the Company, the Executive may, for a
period of sixty (60) days from the date of such take-over or Change of Control, elect, in
the Executive’s complete and sole discretion, to terminate his employment in
accordance with the notice period set out in paragraph 12.2 and upon such termination,
shall be entitled to receive the severance package in accordance with the provisions of
Sections 12.3 and 12.4 above in full satisfaction of all claims that the Executive may
have against the Company 






	13.4 	  	
The Executive will not be required to mitigate the amount of any payment or benefit
provided for under this Section 13 or any damages resulting from a failure of the Company
to make any such payment or to provide such benefit, by seeking other employment, or
otherwise, nor shall the amount of any payment or benefit provided for under this Section
13 be reduced by any compensation earned by the Executive from employment or self
employment. 














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	13.5  	  	For
the purposes of this Agreement "Good Reason" means: 






	  	a)  	  	Without
the express consent of the Executive, the assignment to the Executive of
               duties materially inconsistent with his positions, duties and
responsibilities                with the Company immediately prior to the date hereof or
any removal of the                Executive from, or and failure to re-elect the
Executive to, material positions,                duties and responsibilities with the
Company, except in connection with the                termination of the Executive’s
employment for cause, disability or                retirement or as a result of the
Executive’s death or resignation by the                Executive other than for Good
Reason. For greater certainty, the Executive shall                be deemed to have
consented to the assignment of new duties if the Executive                performed such
duties for a period of 60 days and the Executive does not advise                the
Company that such duties constitute grounds for Good Reason;  






	  	b)  	  	A
reduction by the Company in the Executive’s salary as in effect on the
               date hereof or as the same may be increased from time to time;  






	  	c)  	  	The
failure by the Company to continue in effect any incentive or compensation
               plan, or any pension, life insurance, health and accident or disability
plan in                which the Executive is participating at the date hereof, (or plans
providing the                Executive with substantially similar benefits) unless such
plans have been                replaced by new plans providing the Executive with
benefits that are as good as                or better than the benefits provided in such
plans, or the taking of any action                by the Company which would adversely
affect the Executive’s participation                in or materially reduce the
Executive’s benefits under any of such plans or                deprive the Executive
of any material fringe benefit enjoyed by him at the date                hereof;  






	  	d)  	  	The
requirement that the Executive be based anywhere other than the                Company’s
principal executive offices except for required travel on the                Company’s
business to an extent substantially consistent with the                Executive’s
present employment or travel obligations, or in the event the                Executive
consents to any such relocation, the failure by the Company to pay (or
               reimburse the Executive for) all reasonable moving expenses incurred by
the                Executive or to indemnify the Executive against any excess in (A) the
cost of a                principal residence at the time of the relocation, over (B) the
amount realized                by the Executive upon the sale of his principal residence
at the time of the                relocation or:  






	  	e)  	  	Any
reason which would be considered to amount to constructive dismissal by a
               court of competent jurisdiction.  






	14.  	  	RESIGNATION
AND INDEMNITY 






	14.1 	  	
Upon termination of this Agreement, the Executive will tender to the Company, and their
associated companies, his resignation as an officer and if applicable, his resignation as
a director. 






	14.2 	  	
Subject to the Canada Business Corporations Act, as amended from time to time (the
“Act”), the Company hereby indemnifies the Executive, his heirs, executors
administrators














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and
personal representatives (collectively, the “Indemnities”) and save the
Indemnities harmless against all costs, charges and expenses actually and reasonably
incurred by the Indemnities in law, in equity or under any statute or regulation, in
connection with any civil, criminal, or administrative claim, action, proceeding or
investigation to which the Indemnities are made a party or in which they are otherwise
involved as a witness or other participant by reason of the Executive being or having
been a Director or officer of the Company or its affiliated or associated companies,
including any action brought by the Company or companies, if:  






	  	(i)  	  	the
Executive acted honestly and in good faith with a view to the best interests
               of the Company or companies; and  






	  	(ii)  	  	in
the case of a criminal or administrative claim, action, proceeding or
               investigation, the Executive had reasonable grounds for believing that his
               conduct was lawful.  






	14.3 	  	
Without limiting the generality of the foregoing of Section 14.2 the costs, charges and
expenses against which the Company will indemnify the Indemnities include: 






	  	(i)  	  	any
and all fees, costs and expenses actually and reasonably incurred by the
               Indemnities in investigating, preparing for, defending against, providing
               evidence in, producing documents or taking any other action in connection
with                any commenced or threatened action, proceeding or investigation,
including                reasonable legal fees and disbursements, travel, and lodging
costs;  






	  	(ii)  	  	any
amounts reasonably paid in settlement of any action, proceeding or
               investigation;  






	  	(iii)  	  	any
amounts paid to satisfy a judgment or penalty, including interest and costs;
               and  






	  	(iv)  	  	all
costs charges and expenses reasonably incurred by the Indemnities in
               establishing their right to be indemnified pursuant to this Agreement.  






	14.4 	  	
If the Indemnities or any one of them are required to include in their income, or in the
income of the estate of the Executive, any payment made under this Section 13 for the
purpose of determining income tax payable by the Indemnities or any of them or the estate,
the Company shall pay an amount by way of indemnity that will fully indemnify the
Indemnities or estate for the amount of all liabilities described in Section 14.2 and
Section 14.3 and all income taxes payable as a result of the receipt of the indemnity
payment. 






	14.5 	  	
Upon receipt of a written request by the Indemnities for indemnification under this
Agreement (an “Indemnification Notice”), the Company will forthwith apply to the
Supreme Court of British Columbia for approval of the requested indemnification, will
diligently proceed to obtain such approval and will take all other steps necessary to
provide the requested indemnification as soon as practicable following receipt of the
Indemnification Notice. 











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	14.6 	  	
Any failure by the Executive in his capacity as a director or officer of the Company to
comply with the provisions of the Act or the Memorandum, Articles or Bylaws of the Company
will not invalidate any indemnity to which he is entitled under this Agreement. 









	15.  	  	RETURN
OF PROPERTY  






	15.1 	  	
In the event of termination of this Agreement, the Company agrees to pay the Executive all
arrears of compensation, and all out of pocket expenses owing, up to and including the
effective date of termination, upon receipt from the Executive of (and the Executive
agrees to deliver to the Company); 






	  	(i) 	  	any
property of the Company which may be in the possession or control of the
          Executive; and  






	  	(ii) 	  	the
repayment of any sums owed by the Executive to the Company.  







	16.  	  	SURVIVAL  






	16.1 	  	
Notwithstanding the termination of this Agreement for any reason whatsoever the provisions
of Sections 9, 10, 11, 12, 13 and 14 hereof and any other provisions of this Agreement
necessary to give efficacy thereto shall continue in full force and effect following such
termination. 







	17.  	  	NOTICE  






	17.1 	  	
Any notice or other communication (each a “Communication”) to be given in
connection with this Agreement shall be given in writing and may be given by personal
delivery, by registered mail or by telecopier, addressed as follows: 








	TO:	
MDSI Mobile Data Solutions Inc.

10271 Shellbridge Way

Richmond, B.C. V6X 2W8

Attn:      President

Phone:    604-207-6000

Fax:        604-207-6062

 







	AND TO:	
Erik Dysthe

802 - 1383 Marinaside Crescent

Vancouver, BC  V6Z 2W9

Phone:     604-605-3360

Fax:        604-207-6062

 








	 	  	
or at such other address or telecopier number as shall have been designated by Communication
by either party to the other. Any Communication shall be conclusively deemed to be
received, if given by personal delivery, on the date and at the time of actual delivery
thereof and, if given by registered mail, on the fifth day following the date of mailing,
if given by telecopier, on the business day following the transmittal thereof. If the
party giving any Communication knows or ought reasonably to know of any actual or 
















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threatened
interruptions of the mails, such Communication shall not be sent by mail but shall
be given by personal delivery or telecopier.  







	18.  	  	ENTIRE
AGREEMENT  






	18.1 	  	
Any other previous agreements, written or oral, between the parties hereto relating to the
employment of the Executive by the Company are hereby terminated and cancelled and each of
the parties hereto hereby releases and forever discharges the other party hereto of and
from all manner of actions, causes and demands whatsoever under or in respect of any such
agreement. This Agreement, together with the Plans and Programmes which are by reference
expressly incorporated into it, constitutes and expresses the whole agreement of the
parties hereto with reference to the employment of the Executive by the Company, and with
reference to any of the matters or things herein provided for, or herein before discussed
or mentioned with reference to such employment; all promises, representations, and
understandings relative thereto being merged herein. 







	19.  	  	AMENDMENTS
AND WAIVERS  






	19.1 	  	
No amendment to this Agreement shall be valid or binding unless set forth in writing and
duly executed by both of the parties hereto. No waiver or any breach of any by the party
purporting to give the same and, unless otherwise provided in the written and signed
waiver, shall be limited to the specific breach waived. 







	20.  	  	BENEFITS
OF AGREEMENT  






	20.1 	  	
The provisions of this Agreement shall enure to the benefit of and be binding upon the
legal representatives of the Executive and the successors and assigns of the Company
respectively. 







	21.  	  	SEVERABILITY  






	21.1 	  	
If any provision of this Agreement is deemed to be void or unenforceable, in whole or in
part, it shall not be deemed to affect or impair the validity or any other provision
hereby declared and agreed to be severable from each and every other section, subsection
or provision hereof and to constitute separate and distinct covenants. The Executive
hereby agrees that all restrictions herein are reasonable and valid and all defences to
the strict enforcement thereof by the Company are hereby waived by the Executive. 







	22.  	  	GOVERNING
LAW  






	22.1 	  	
This Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia. The Company and the Executive hereby irrevocably attorn to
the jurisdiction of the courts of the Province of British Columbia, exclusively. 













INITIAL  /s/ ED       

































-13- 















	23.  	  	COPY
OF AGREEMENT  






	23.1 	  	
The Executive hereby acknowledges receipt of a copy of this Agreement duly signed by the
Company.  








	  	
IN
WITNESS WHEREOF the parties have executed this Agreement as of the day and year first
above written: 








	
SIGNED, SEALED AND DELIVERED by

Erik Dysthe




in the presence of:



/s/ illegible

____________________________

Witness



9511 Lasko St. Rich. B.C.

____________________________

Address




VP Human Resources

____________________________

Occupation



	
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/s/ Erik Dysthe

_____________________________________

     
           
           
Erik Dysthe 











MDSI MOBILE DATA SOLUTIONS INC. 





Per:  /s/ Marc Rochefort

      _________________________________

      Authorized Signatory











INITIAL  /s/ ED       




























-14- 




Schedule “A” 



Executive Management Incentive Compensation Program 







This program has been designed to
provide an incentive for the achievement of the quarterly Corporate Earnings per share
targets as established by the Board of Directors, and your overall annual personal
performance. Your performance will be measured against the achievement of the goals and
objectives as noted in the strategic renewal document as well as any other individual
objectives. 



The Plan contains the following two
target components as set by the Board of Directors and a personal performance incentive; 



	  	•  	  	Target
incentive based on quarterly EPS (plus$0.01) results in an award of 6% of annual base
salary/quarter 






	  	•    	  	Stretch
incentive based on exceeding annual EPS results up to 40% of annual base salary 






	  	•    	  	Personal
performance incentive up to 16% of annual base salary 






The Corporate EPS targets (plus$0.01)
in each quarter are either achieved or not with the achievement of the target resulting in
the payment of the incentive award (i.e. 6% per quarter). The quarter’s results must
be achieved including the cost of the company’s incentive plan (i.e. all employees).
If the full amount of the quarterly incentive cannot be funded within the EPS requirement
then a prorated amount will be paid with the available funds. The unpaid amount will be
carried forward to year-end. This would occur similarly in subsequent quarters. At
year-end if, after paying the final quarter’s incentive, there are funds available
(i.e. within the yearly EPS requirement) than such funds would be used to pay (prorated if
necessary) the unpaid incentive balance. Any year-end unpaid balance will not be carried
forward to subsequent years. These quarterly incentives shall be paid within 30 days of
the company’s quarterly results being announced. In the event quarterly EPS in not
achieved 50% of any missed quarters incentive can be recovered if the year’s EPS
target is achieved. Depending on the amount of available funds this payment may need to be
governed by the pro-ration as described. Any resulting incentive from recovered quarters
or as a result of pro-ration will be paid along with any other incentive achieved for the
year. 



Personal performance incentive is 16%
of annual base salary to be calculated and paid annually within 30 days of the
announcement of the company’s annual audited results. Personal performance incentive
will only be paid if the year-end EPS target is achieved, can be prorated based on
available funds and if prorating is required personal performance incentive will take
priority over EPS incentive. Personal performance will be based on a 1-10 rating scale as
follows: 



1 = intolerable 2 = less than
tolerable 3 = barely tolerable 4 = less than satisfactory 5 = satisfactory 6 = more than
satisfactory 7 = exceeding 8 = significantly exceeding 9 = excelling10 = exceptional. A
rating of 5 would result in an award of 8%. 



The calculation of % achievement of
the stretch incentive (0-40% of base) will be pro rated to the % achievement of the
stretch target (to a maximum incentive of 40%). Payment of the stretch incentive will be
within 30 days of the announcement of the company’s annual audited results. 



NOTE: The Company shall have the full
authority to, terminate, amend or cancel the plan as described above in its sole
discretion provided that such changes shall not be retroactive prior to the effective date
of the change(s) or cancellation. 












INITIAL  /s/ ED