Exhibit 10.2 - Gordon Kilpatrick Stock Option Agreement


    STOCK
      OPTION AGREEMENT
      made as
      of the 19th
      day of
      March, 2007 between NAVTECH,
      INC.,
      a
      Delaware corporation (the “Company”), and GORDON
      KILPATRICK
      (the
“Optionee”).

    


    WHEREAS,
      the
      Optionee is an employee of the Company or a subsidiary thereof;

    


    WHEREAS,
      the
      Company desires to provide the Optionee an additional incentive to promote
      the
      success of the Company;

    


    Now,
      therefore, in consideration of the foregoing, the Company hereby grants to
      the
      Optionee the right and option to purchase shares of Common Stock of the Company
      under and pursuant to the terms and conditions of the Company’s 1999 Stock
      Option Plan (the “Plan”) and upon the following terms and
      conditions:

     

    I.
       GRANT
      OF OPTION

    The
      Company hereby grants to the Optionee the right and option (the “Option”) to
      purchase up to One Hundred Thousand (100,000) shares of the Common Stock of
      the
      Company (the “Option Shares”) as follows:

    


    	i)  	
            All
              or any part of twenty five thousand (25,000) shares commencing March
              19,
              2008 and terminating at 5:00 P.M., EST, March 19, 2012 (the “Expiration
              Date”).

          


    	ii)  	
            All
              or any part of twenty five thousand (25,000) shares commencing March
              19,
              2009 and terminating at 5:00 P.M., EST on the Expiration
              Date.

          


    	iii)  	
            All
              or any part of twenty five thousand (25,000) shares commencing March
              19,
              2010 and terminating at 5:00 P.M., EST on the Expiration
              Date.

          


    	iv)  	
            All
              or any part of twenty five thousand (25,000) shares commencing March
              19,
              2011 and terminating at 5:00 P.M., EST on the Expiration
              Date.

          


     

    
      II.
        NATURE
        OF OPTION 

    

    The
      Options granted are not intended to qualify as “incentive stock options” for
      purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the
      “Code”).

    


    III.
       EXERCISE
      PRICE

    The
      exercise price of each of the Option Shares shall be three dollars and ten
      cents
      (US$3.10) (the “Option Price”). 

    


    IV.
       EXERCISE
      OF OPTIONS

    The
      Option shall be exercised in accordance with the provisions of the Plan. As
      soon
      as practicable after the receipt of notice of exercise and payment of the Option
      Price as provided for in the Plan, the Company shall tender to the Optionee
      certificates issued in the Optionee’s name evidencing the number of Option
      Shares covered thereby.

    


    V.
       TRANSFERABILITY

    The
      Option shall not be transferable other than by will or the laws of descent
      and
      distribution and, during the Optionee’s lifetime, shall not be exercisable by
      any person other than the Optionee.


    
      
         

      

      
         

        
        

      

      
         

      

    


    VI.
       CHANGE
      IN CONTROL

    


    
      	 	
              (a)

            	
              In
                the event of a Change in Control (as hereinafter defined), the Option
                shall become immediately exercisable in full and shall remain exercisable
                until the Expiration Date notwithstanding any subsequent termination
                of
                employment or other association with the Company or any of its
                subsidiaries for any reason
                whatsoever.

            


    

    


    
      	 	
              (b)

            	
              For
                purposes hereof, a “Change in Control” shall be deemed to have occurred if
                the conditions set forth in any one of the following paragraphs shall
                have
                been satisfied:

            


    

    


    
      	 	
              (i)

            	
              any
                person or entity (other than a trustee or other fiduciary holding
                securities under an employee benefit plan of the Company or an entity
                owned directly or indirectly by the holders of Common Stock of the
                Company
                in substantially the same proportions as their ownership of stock
                of the
                Company), or group (as provided for in Section 13(d)(3) of the Securities
                Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the
                “beneficial owner” (as such term is defined in Rule 13d-3 promulgated
                under the Exchange Act), directly or indirectly, of securities of
                the
                Company representing more than fifty percent (50%) of the combined
                voting
                power of the Company’s then outstanding securities;
                

            


    

    


    
      	 	
              (ii)

            	
              the
                Company sells or otherwise disposes of all or substantially all (within
                the meaning of Section 280G of the Code and the proposed regulations
                thereunder) of the Company’s assets; or


            


    

    


    
      	 	
              (iii)

            	
              the
                Company merges or consolidates with any other entity, other than
                pursuant
                to a merger or consolidation which results in the voting securities
                of the
                Company outstanding immediately prior thereto continuing to represent
                (either by remaining outstanding or by being converted into voting
                securities of the surviving entity), at least fifty percent (50%)
                of the
                combined voting power of the voting securities of the Company (or
                such
                surviving entity) outstanding immediately after such merger or
                consolidation.

            


    

    


    VII. INCORPORATION
      BY REFERENCE

    The
      terms
      and conditions of the Plan are hereby incorporated by reference and made a
      part
      hereof.

     

    
      VIII.
        NOTICES 

    

    Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and hand delivered or sent by registered or certified mail, return
      receipt requested, addressed to the Company, c/o Navtech Systems Support Inc.,
      295 Hagey Boulevard, Suite 200, Waterloo, Ontario, N2L 6R5, Attention: Chief
      Executive Officer and to the Optionee at the address indicated below. Notices
      shall be deemed to have been given on the date of hand delivery or mailing,
      except notices of change of address, which shall be deemed to have been given
      when received.

    


    
      
         

      

      
         

        
        

      

      
         

      

    

    IX. BINDING
      EFFECT

    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective legal representatives, successors and assigns.

    


    X.
       ENTIRE
      AGREEMENT

    This
      Agreement, together with the Plan, contains the entire understanding of the
      parties hereto with respect to the subject matter hereof and may be modified
      only by an instrument executed by the party sought to be charged.

    


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

    


    COMPANY:

    


    Navtech,
      Inc.

    


    


    BY:
      ________________________________

    David
      Strucke

    President
      and Chief Executive Officer

    


    


    Optionee:

    


    


    ____________________________________ ____________________________________

    Signature
      of Optionee

     

    ____________________________________

    


    ____________________________________ ____________________________________

    Name
      of Optionee    Address
      of Optionee