EXHIBIT 10.21

# SETTLEMENT AGREEMENT

This Agreement is made effective this
31st day of May, 2002.

BETWEEN:

MOBILE DATA SOLUTIONS
INC.(MDSI)

OF THE FIRST PART

AND:

GENE MASTRO(Mastro)

OF THE SECOND PART

NOW THEREFORE in consideration of the
mutual covenants contained herein, the other payments to Mastro which he would not
otherwise be entitled to, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    
          Mastro, (which term includes his heirs, executors, administrators, assigns,
          committees and trustees) hereby releases and forever discharges MDSI, (which
          term includes its related subsidiaries or affiliated partnerships, companies and
          any and all of their and its respective officers, directors, agents, partners
          and employees and their and its respective heirs, personal representatives,
          successors, assigns, liquidators, receivers and trustees) and MDSI hereby
          releases and forever discharges Mastro, from any actions, causes of action,
          debts, liabilities, claims, demands and complaints of any kind, whether in law
          or in equity or pursuant to statute, which have existed, exist now or may in the
          future exist by reason of any matter or thing existing as of the date hereof and
          without limiting the generality of the foregoing with respect to or arising out
          of Mastros employment with MDSI, his contract of employment with MDSI, or
          the termination of his employment with MDSI, and any other claim for damages,
          notice of termination, payment in lieu of notice, wrongful dismissal, age
          discrimination, severance pay, loss of benefits including long term and short
          term disability, pension issues, bonus, commissions, profit sharing, stock
          distribution, stock options or stock purchase rights, vacation pay or any claims
          under Federal, State and/or local laws concerning employment discrimination
          or the payment of wages, including The Fair Labor Standards Act, the Age
          Discrimination in Employment Act, the Older Workers Benefit Protection Act,
          Title VII of the Civil Rights Act of 1964 as amended, the Family Medical Leave
          Act and any analogous state and/or local laws unless otherwise stated within
          this Agreement.

2.    
          Mastro agrees to resign as an officer of MDSI and as an officer of any of
          MDSIs subsidiaries and corporate affiliates, as applicable, effective as
          of May 31, 2002.

3.    
          MDSI agrees to continue employing Mastro as an employee of MDSI and pay him his
          regular salary, less required deductions, up to and including May 31, 2002. The
          parties agree that Mastro will be compensated for any unused earned vacation to
          May 31, 2002, together with his 10 days carried over from the previous calendar
          year. This compensation will be included in Mastros final paycheck. Mastro
          will continue to be eligible for all standard MDSI benefits up to May 31, 2002
          together with those additional benefits described in that certain Foreign
          Service Assignment Agreement (FSA) between MDSI and Mastro dated May
          1, 2001, as amended by a letter dated February 28, 2002, in connection with
          Mastros temporary assignment to Amsterdam, The Netherlands. Mastro
          acknowledges that all employee benefits will be terminated effective May 31,
          2002.

4.    
          Subject to Mastros revocation period described in paragraph [20], on May
          31, 2002 MDSI agrees to pay to Mastro the sum of $199,500 (less any required
          deductions), which is equal to twelve months of his regular base salary.

1

---

5.    
          The parties agree that Mastro is free to accept employment with any other firm
          and is free to perform the duties of the said new firm at any time after May 31,
          2002, provided that he abide by the terms and conditions of this Agreement.

6.    
          Subject to Mastros revocation period described in paragraph [20], MDSI
          agrees to pay Mastro the aggregate sums of commissions earned in accordance with
          the attached Schedule A, less required deductions, as full and final settlement
          of all bonuses earned and payable to Mastro in performance of his duties for the
          period ending May 31, 2002. Mastro acknowledges and agrees that he will not be
          eligible for any further bonus compensation or commissions under the terms of
          his contract of employment or any bonus or profit sharing plan after May 31,
          2002, except as those certain commissions expressly provided in Schedule A.

7.    
          MDSI agrees to reimburse Mastro for all reasonable moving expenses associated
          with relocating his family and their belongings from Amsterdam, The Netherlands
          to Yorktown, New York in accordance with the FSA. MDSI will arrange for the
          packing and shipping of Mastros personal and household effects from
          Amsterdam to New York and provide Mastro and his spouse with return economy
          class airfare from Amsterdam to New York. MDSI will also provide up to 30 days
          interim accommodation, if required, related to Mastros relocation from
          Amsterdam to New York.

8.    
          MDSI acknowledges that the FSA will remain in effect until April 30, 2002. With
          respect to travel for the purposes of family visits, MDSI acknowledges that the
          FSA provides up to four round trip economy airline tickets for each of
          Mastros spouse, son and daughter from New York to Amsterdam return, or
          England to Amsterdam return, as the case may be, for the duration of the
          assignment.

9.    
          MDSI agrees to pay the cost of outplacement service for Mastro to a maximum of
          US$10,000 in accordance with the FSA. (Note  MDSI is willing to consider
          alternate arrangements up to the value of $10,000 (e.g. retain computer,
          conferences etc) providing same is related to or will assist in Mastros
          search for alternate employment).

10.    
          MDSI agrees upon presentation of invoice and or receipt to pay for Mastros
          professional advice in connection with the preparation and filing of the United
          States tax returns for 2001 and 2002 related to his spouse and Mastros
          employment income from MDSI. MDSI further acknowledges its obligation
          in respect to item (f) of the FSA regarding the assumption of any income tax
          charges exceeding the notional home country income tax charges owed
          by Mastro related to Mastros employment income from MDSI for 2001 and
          2002.

11.    
          Mastro agrees not to make any claim or take any proceedings against any person
          or corporation with respect to any matters which may have arisen between himself
          and MDSI up to the present time in respect of which any claim could arise
          against MDSI for contribution or indemnity or other relief.

12.    
          MDSI agrees not to make any claim or take any proceedings against any person or
          corporation with respect to any matters which may have arisen between himself
          and Mastro up to the present time in respect of which any claim could arise
          against Mastro for contribution or indemnity or other relief.

13.    
          MDSI and Mastro acknowledge that the facts in respect of which this Agreement
          are made may prove to be other than or different from the facts in that
          connection now known or believed by MDSI or Mastro to be true. MDSI and Mastro
          accept and assume the risk of the facts being different and agree that this
          Agreement shall be in all respects enforceable and not subject to termination,
          rescission, or variation by discovery of any differences in facts.

2

---

14.    
          The vesting of all stock options granted to Mastro by MDSI will cease on May 31,
          2002 and all such stock options not exercised on or before June 30, 2002 by
          Mastro will expire.

15.    
          Mastro agrees to return to MDSI on or before May 31, 2002, all property
          belonging to MDSI which is in Mastros possession or control, including any
          papers, files, documentation, hardware, software, cell phones, security passes,
          keys and credit or calling cards.

16.    
          Mastro agrees to submit a final expense statement in connection with his duties
          at MDSI, together with all receipts, by June 14, 2002 and MDSI agrees to
          reimburse to Mastro all reasonable MDSI related expenses in accordance with MDSI
          policy by June 30, 2002.

17.    
          Mastro agrees not to disclose to any third party or use for his own purposes any
          confidential or proprietary information or trade secrets belonging to MDSI as
          defined in Mastros Employment Contract dated November 3, 1997. Mastro
          acknowledges that the obligations contained in Articles 5 and 8 of his
          Employment Contract will survive termination of his employment and continue
          indefinitely.

18.    
          The parties agree that execution of this agreement is not an admission of fault
          or wrongdoing by either party with respect to the employment of Mastro by MDSI.
          Both parties agree not to make any disparaging remarks or statements, written or
          otherwise, with respect to one another, to any third parties.

19.    
          The parties further agree that the terms of this Agreement are strictly
          confidential and agree not to disclose any such terms to any person save and
          except their respective professional advisors or as may be required by law.

20.    
          Mastro hereby acknowledges that he is executing this Agreement voluntarily with
          full knowledge and understanding of its terms and conditions. Mastro further
          acknowledges receipt of notice to seek legal counsel in connection with the
          subject matter contemplated by this Agreement. Mastro also acknowledges that he
          has been given a period of 21 days, to consider this agreement , and a further
          period of seven days to revoke any execution of this Agreement by him. To revoke
          this Agreement, Mastro must deliver such revocation to MDSI in writing before
          expiration of the revocation period. Such revocation shall mean that the
          agreement is not enforceable and never in effect. Mastro acknowledges that,
          other than payments of regular base salary up to May 31, 2002, MDSI shall not be
          required to make any payments to Mastro contemplated by this Agreement until the
          expiry of the revocation period described in this paragraph.

21.    
          This Agreement is governed by the laws of the State of New York.

IN WITNESS WHEREOF the parties have
executed this Agreement on the 14th day of June, 2002.

MDSI MOBILE DATA SOLUTIONS INC.

Per:
  
/s/ Erik Dysthe
          
Authorized Signatory

3

---

|SIGNED SEALED & DELIVERED by    |  | ) |  |                 | 
|------------------------------- |  | - |  | --------------- | 
|Gene Mastro in the presence of: |  | ) |  |                 | 
|                                |  | ) |  |                 | 
|                                |  | ) |  |                 | 
|/s/ Parviz Davalloo             |  | ) |  | /s/ Gene Mastro | 
|                                |  | ) |  |                 | 
|Witness                         |  | ) |  | GENE MASTRO     | 
|                                |  | ) |  |                 | 

4

---

# Schedule A

# Special Compensation
Plan  Gene Mastro

# Commission Schedule
 Telkom SA Limited (TSA) and Grintek

The following commission schedule
will apply to Mastro for customer agreements with:

1.    
          TSA Supply Agreement

2.    
          TSA Maintenance Agreement

3.    
          Grintek Master Distribution Agreement for Advantex Software Licenses.

Commissions will be calculated as
follows:

|Date Agreement Closed          | Commission earned
|------------------------------ | -----------------
|March 12 to April 27, 2002     |                  
|April 28 to May 31, 2002       |                  
|June 1 to July 31, 2002        |                  
|August 31 to December 31, 2002 |                  

Subject to:

|1. |  | Commissions will be paid to Mastro at the later of: (a) 30 days from the date
               the commission is earned and the deal is closedor (b) the end of Mastros
               revocation period as described in the Settlement Agreement. However, no earned
               commissions on TSA and Grintek will be paid to Mastro until the 30th
               day following the dates such agreements are fully approved by all applicable
               regulatory authorities having jurisdiction over TSA or Grintek, as the case may
               be.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | All signed customer agreements must meet definition of a Closed Customer
               Contract (as defined below).
|-- |  | --------------------------------------------------------------------------------------------------------------------

|3. |  | Net Revenue means:
|-- |  | ------------------

| | i) | For
Software, the value of the license fee, net of Alliance Partner/third
               party contractor (eg. Grintek, Accenture) discounts, if applicable.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii) | For
Services, the value of the Services net of Alliance Partner/third party
               contractor discounts, (eg. Grintek, Accenture) fees or payments, if
               applicable.:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Commissions
will be calculated based on the Net Revenue for software and services. Minimum Net Revenue
on TSA must meet or exceed 
or other Net Revenue target authorized in writing by MDSIs CEO.  The parties agree that if
MDSIs CEO or his authorized designee agrees to accept a legally binding contract with
TSA for a Net Revenue value of less than
, the commissions will
be paid to Mastro in accordance with the Commission Schedule defined in Article 3 above.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Commission
for TSA Maintenance Agreement will be calculated on the basis of 25% of the aggregate value
of the Net Revenue from the TSA Maintenance Agreement for the number of years stated in the contact.
The minimum Net Revenue for the TSA Maintenance Agreement must meet or exceed
 per annum or other Net Revenue target authorized
 in writing by MDSIs CEO.  The parties agree that if MDSIs CEO or his authorized
designee agrees to accept a legally binding contract with TSA for a Net Revenue value of less
than  per annum, the commissions
will be paid to Mastro in accordance with the Commission Schedule defined in Article 3 above.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | Providing
that MDSI enters into a master distribution agreement with Grintek           (the Grintek
Agreement) obligating Grintek to purchase a minimum           number of Advantex
software licenses from MDSI over a three year period, then           MDSI shall pay
Mastro an up-front commission based on 50% of the aggregate value           of the
Grintek Agreement at the applicable commission rate described above, and           in
accordance with paragraph 1 above. No additional commission payments will be
          paid to Mastro until such time as payments have been received by MDSI from
          Grintek that exceed the payment value to generate additional commissions above
          the 50% already paid to him. In the event MDSI offsets any such payment against
          monies owed by MDSI to Grintek from time to time for services, etc. such credit
          or off-set will be considered to be a cash payment received by MDSI for
Advantex           software licenses under Grintek Agreement and Mastros
commissions will be           calculated as if such payment had been received by MDSI.
MDSI agrees to provide           Mastro with semi-annual statements of the status of the
Grintek payments for the           applicable 3-year period.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

# Definition of a
Closed Customer Contract for TSA and Grintek.

The commission schedule for TSA and
Grintek above aligns with MDSIs desire to be able to publicly disclose a binding
agreement in accordance with its earnings announcement schedule for the first fiscal
quarter of 2002 or by the date of its Annual General Meeting of Shareholders. Therefore,
the date of the Closed Customer Contract will be the first date on which both MDSI and TSA
(or Grintek as the case may be) have entered into a legally binding agreement (within the
Net Revenue guidelines described above) and MDSIs head office has evidence of such
agreements. The agreements may be subject to regulatory approval within South Africa,
(i.e., Industrial Participation, Reserve Bank of SA). Due to the potential material
nature of these agreements, MDSI may be obligated to promptly disclose such agreements to
the financial and investment community. As a result Mastro agrees to use his reasonable
best efforts to have TSA (or Grintek as the case may be) agree to a public announcement of
such agreements coincident with the signing of the applicable legally binding
agreements. If either the TSA or Grintek agreement (as the case may be) is materially
altered in order to obtain any necessary regulatory approvals, then the earned commissions
for TSA or Grintek agreement (as the case may be) to be paid to Mastro will be calculated
based on the date such agreement is re-submitted for final regulatory approval.

# Commission Schedule
 eKabel

Should Mastro close a legally binding
agreement with eKabel on or before May 31, 2002, MDSI shall pay Mastro a commission on
such sale in accordance with the MDSI 2002 Fiscal Year Sales Executive Commission Plan.
This commission earned will be calculated based on Net Revenue for the eKabel agreement
and will be paid within 30 days within the date of the closing date. Mastro agrees to use
all reasonable efforts to maximize the amount of up-front monies that MDSI is entitled to
receive from eKabel under the existing memorandum of understanding.

# Over-ride Commission
Schedule  Senior Vice President 2002

The special commission incentives set
out above are exclusive to Mastros direct involvement in the TSA, Grintek and eKabel
accounts and supplement the 2002 Over-ride Commission schedule applicable to MDSIs
Senior Vice President Worldwide Sales as detailed below. Any sales associated with
TSA, Grintek or eKabel which are closed on or before May 31, 2002 will be included in the
calculation of Mastros Over-ride commission.

Senior Vice President Worldwide 
SalesTarget: 
$45.0MM

|                  |  |               |  |  
|----------------- |  | ------------- |  | -
|
|$              -- |  | $  10,000,000 |  | 0
|$10,000,001       |  | $  15,000,000 |  | 0
|$15,000,001       |  | $  20,000,000 |  | 0
|$20,000,001       |  | $  25,000,000 |  | 0
|$25,000,001       |  | $  30,000,000 |  | 0
|$30,000,001       |  | $  35,000,000 |  | 0
|$35,000,001       |  | $  40,000,000 |  | 1
|$40,000,001       |  | $  45,000,000 |  | 1
|$45,000,001       |  | $  50,000,000 |  | 1
|$50,000,001       |  | $  60,000,000 |  | 1
|$60,000,001       |  | $  70,000,000 |  | 1
|$70,000,001       |  | $  80,000,000 |  | 1
|$80,000,001       |  | $  90,000,000 |  | 2
|$90,000,001       |  | $100,000,000  |  | 2
|$100,000,001      |  |               |  | 2

$5.0K for each MDSI ideligo booking
between 
January 1, 2002 and May 31, 2002.

6