EXHIBIT 10.21



                              SETTLEMENT AGREEMENT
                              --------------------

This Agreement is made effective this 07th day of January, 2004.

BETWEEN:

          MDSI MOBILE DATA SOLUTIONS INC. a Canadian Corporation, ("MDSI")
                                                               OF THE FIRST PART


AND:

          Walter J. Beisheim ("Beisheim")
                                                              OF THE SECOND PART


NOW THEREFORE in  consideration of the mutual covenants  contained  herein,  the
other  payments to Beisheim  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.   Beisheim,  (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 Beisheim,  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 Beisheim's  employment  with MDSI,  his contract of
employment  with MDSI, or 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,  profit sharing,  stock
distribution, stock options or stock purchase rights, vacation pay or any claims
under the British Columbia Employment Standards Act or Human Rights Code, unless
otherwise stated within this Agreement.

2.   Beisheim  agrees to resign as an officer  of MDSI and as an officer  and/or
director of any of MDSI's subsidiaries and corporate affiliates,  as applicable,
effective as of January 7 2004.

3.   In recognition of future services to be provided by Beisheim to Mobile Data
Solutions Inc. of Delaware ("MDSI  Delaware") in his capacity as a consultant in
the area of corporate  development  as directed by the CEO. MDSI Delaware  shall
pay to Beisheim an irrevocable consulting fee of USD $110,000. Such fee shall be
paid to Beisheim  over the period  January 1- June 30, 2004 in equal  bi-monthly
installments of USD $9,166.66.

4.   The parties agree that  Beisheim is not entitled to any unused  vacation or
the accrual of any vacation entitlement for 2004.

5.   The parties agree that Beisheim 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
January 7, 2004,  provided that such new firm is not a direct competitor of MDSI
as  described  in the  attached  Schedule  A.  Beisheim  acknowledges  that such
restriction  is further  detailed in paragraph 10 of his contract of  employment
dated September 21, 2001 (the "Employment Contract"). Beisheim acknowledges that
Article 10 of the Employment  Contract will survive and remain in full force and
effect until



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December 31, 2005.  Notwithsatnding  Beisheim  accepting other employment,  MDSI
Delaware shall continue to pay Beisheim a salary as noted in 3 above.

6.   MDSI agrees to pay Beisheim the aggregate sum of US$138,919,  less required
deductions,  as full and final settlement of all bonuses and commissions  earned
and payable to Beisheim in  accordance  with his  contract of  employment  dated
September 21, 2001 for the period up to December 31, 2003. Beisheim acknowledges
and agrees that he will not be eligible for any further  incentive or commission
compensation  under the terms of his contract of employment  after  December 31,
2003.

7.   Subject to completion of all  administrative  and enrollment  requirements,
effective February 1, 2004 MDSI agrees to arrange and reimburse Beisheim for his
monthly premiums for US medical insurance coverage for himself and his immediate
family from Blue Cross or other similar provider (subject to eligibility)  until
the earlier of: a) the date Beisheim  finds new  employment  which provides such
coverage; or b) December 31, 2004.

8.   MDSI agrees to pay the cost of packing,  moving and unpacking of Beisheim's
personal and household effects including one automobile from Vancouver,  British
Columbia to a desitnation  of Beisheim's  choice on the west coast of the United
States. Beisheim to advise of such destination by January 31, 2004. Arrangements
for such move shall be made by MDSI.

9.   Beisheim 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.

10.  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
MDSI and  Beisheim  up to the  present  time in respect of which any claim could
arise against Beisheim for contribution or indemnity or other relief.

11.  Beisheim  agrees to save harmless and  indemnify  MDSI from and against all
claims, charges, taxes, penalties or demands which may be made by any applicable
governmental  agency requiring Beisheim to pay income tax, charges, or penalties
in respect of income tax payable by Beisheim in excess of income tax  previously
withheld  and in  respect  of and in any  and  all  claims,  charges,  taxes  or
penalties  and  demands  which  may be  made  on  behalf  of or  related  to the
Employment  Insurance  Commission and the Canada Pension  Commission under their
applicable statutes and regulations with respect to any amounts which may in the
future be found to be payable by Beisheim in respect of any payments  made under
this Agreement.

12.  MDSI and  Beisheim  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 Beisheim to be true.  MDSI and
Beisheim  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.

13.  All stock  options  granted to Beisheim  by MDSI shall  continue to vest to
Beisheim until December 31, 2004. In accordance with the MDSI Stock Option plan,
Beisheim  will have thirty  (30) days from  December  31,  2004 to exercise  any
vested options. Options not vested by December 31, 2004 shall be canceled.

14.  Beisheim  agrees  to  return to MDSI on or before  January  12,  2004,  all
property  belonging  to MDSI  which  is in  Beisheim's  possession  or  control,
including any papers, files, documentation, hardware, software, security passes,
keys and credit or calling cards.



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<PAGE>

15.  Beisheim agrees to submit a final expense  statement in connection with his
duties at MDSI, Canada, together with all receipts, by January 31, 2004 and MDSI
agrees to reimburse to Beisheim all approved MDSI related expenses.

16.  Beisheim  agrees not to  disclose to any third  party any  confidential  or
proprietary  information  or  trade  secrets  belonging  to MDSI as  defined  in
Beisheim's Employment Contract.  Beisheim acknowledges that Articles 9 and 11 of
his Employment Contract will survive termination of his employment.

17.  MDSI agrees to continue to indemnify Beisheim for his actions as an officer
of MDSI in accordance  with Article 14 of the  Employment  Contract,  which MDSI
acknowledges survives termination of Beisheim's employment.

18.  The  parties  agree  that  neither  party  is at  fault  or  committed  any
wrongdoing  with  respect to the  employment  of Beisheim by MDSI.  Both parties
agree not to make any disparaging  remarks or statements,  written or otherwise,
with respect to one another, either within MDSI or 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.  Beisheim   hereby   acknowledges   that  he  is  executing  this  Agreement
voluntarily with full knowledge of its terms and conditions.

21.  This Agreement is governed by the laws of the Province of British Columbia.


IN WITNESS WHEREOF the parties have executed this Agreement on the 7th day of
January, 2004.

MDSI MOBILE DATA SOLUTIONS INC.


Per: /s/ Eric Dysthe
     --------------------------------
     Authorized Signatory


SIGNED, SEALED AND DELIVERED by           )
Walter J. Beisheim in the presence of:    )
                                          )
                                          )       /s/ Walter J. Beisheim
                                          )       ----------------------------
/s/ Illegible                             )       Walter J. BEISHEIM
-----------------------------             )
Witness                                   )



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<PAGE>


                                   Schedule A
                                   ----------

                              MDSI Competitor List

The following is a listing of those companies currently in competition with MDSI
Mobile Data Solutions Inc.

3X
Air IQ (formerly e-Dispatch.com Wireless Data Inc.)
Astea International Inc.
Cerulean
ClickSoftware Inc.
Cognicase Inc (M3i Systems Inc. Division)
Dynamic Mobile Data
Itron
FieldCentrix
iMedion Inc.
Integraph
MegaTribe
Metrix Inc.
New World Systems
PointServe/Brazen
PRC
ServicePower
Thinque
Tiberon Systems
Utility Partners Inc.
ViryaNet
WebAppoint
X-Time

With respect to the  following CRM & ERP  providers,  it is not MDSI's intent to
restrict Mr.Beisheim's  employment with any of these organizations provided that
such employment is not specifically related to workforce management:

Aether Systems
C-cor.net (formerly MobileForce Technologies Inc.)
Clarify (Workforce Management Division)
CSG Systems (Workforce Management Division)
Lucent (Workforce Management Division)
Oracle (Workforce Management Division)
PeopleSoft (Workforce Management Division)
Seibel (Workforce Management Division)
Telcordia (Workforce Management Division)




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