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                                                                    EXHIBIT 10.5

                         WAIVER AND SETTLEMENT AGREEMENT

                  THIS WAIVER AND SETTLEMENT AGREEMENT (the "Agreement") is
entered into this 30th day of April, 2003, by and among Navidec, Inc. and
certain individual Holders ("Holders") of our Series I 5% Convertible Debenture.

                  WHEREAS, the undersigned Holder purchased the portion of the
$250,000 Series I 5% Convertible Debenture (the "Debenture") from Navidec on or
about November 4, 2002; and

                  WHEREAS, Navidec agreed to amend the Debenture during January
of 2003 to provide that the Holder would receive rights if the Holder converted
its debenture to Navidec common stock pursuant to the terms of the Debenture
prior to the expiration of the Company's Rights Offering which was intended to
benefit the Holder; and

                  WHEREAS, as a result of the registration process which had
commenced prior to the above-referenced Debenture amendment, the Securities and
Exchange Commission raised issues regarding Navidec's ability to rely on its
private placement exemption from registration of the Debenture offering to the
undersigned Holders which registration violation may provide the undersigned
Holders with a right of rescission of their investment in the Debenture.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:

                  1. Waiver. The undersigned Holder hereby agrees and after due
consideration and being provided with an opportunity to discuss with the
Holders' advisors, including lawyers, and after reviewing the risk factor
contained in the Company's Rights Offering prospectus relating to the
possibility of a rescission remedy to the Holder, does hereby waive any right
that the Holder may have to rescind the purchase of the Debenture and further
agrees to defend and hold Navidec harmless from any liability or expenses caused
by the Holder should the Holder subsequently determine to breach this agreement
and attempt to enforce rights of rescission.

                  2. Settlement of All Claims. The parties to this Agreement
hereby agree to settle and mutually release the other party from any claims that
party may have from the beginning of time until the date of this Agreement
regarding any transaction relating to the purchase of the Debenture and any
amendments to the Debenture and agree to hold the other party harmless from any
costs, expenses or claims which the other party may suffer if any party breaches
this Agreement and hereafter brings a claim against the other party relating to
any right or remedy being waived, released or settled hereby.
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                  Dated this 30th day of April, 2003.


                               NAVIDEC, INC.


                               By:
                                  --------------------------------------------
                                     J. Ralph Armijo, Chief Executive Officer

                               HOLDER:


                               -----------------------------------------------
                               Full Name

                               By:
                                  --------------------------------------------

                               (Authority):
                                           -----------------------------------

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