EXHIBIT 10.26  






EXECUTION COPY  








SUPPORT AGREEMENT 



        This
SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 29,
2005 by and among Fortezza Holdings S.à.r.l., a Luxembourg société
à responsabilité limitée (“Parent”), Beech
Investment Corp., a corporation incorporated under the laws of the Province of British
Columbia and a wholly-owned Subsidiary of Parent (“Subco”), Erik Dysthe
(“Dysthe”), Erik Dysthe Holdings, Inc., a British Columbia corporation
(“Dysthe Holdings” and, together with Dysthe, each a
“Shareholder” and, collectively, the “Shareholders”), and, for
the purposes of Section 9 hereof only, MDSI Mobile Data Solutions Inc., a
corporation incorporated under the federal laws of Canada (the
“Company”). Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Arrangement Agreement (as defined below). 



        WHEREAS,
Parent, Subco and the Company propose to enter into an Arrangement Agreement as of the
date hereof (as the same may be amended, restated or otherwise modified from time to time,
the “Arrangement Agreement”) providing for the acquisition by Subco of
all of the outstanding common shares in the capital of the Company (the “Common
Shares”) for the cash consideration set forth in the Arrangement Agreement (the
“Transaction”); 



        WHEREAS,
each Shareholder is the record and beneficial owner of the number of Common Shares set
forth opposite such Shareholder’s name on Schedule A attached hereto (such
Common Shares, as the same may be adjusted by stock dividend, stock split,
recapitalization, combination or exchange of shares, merger, amalgamation, consolidation,
reorganization or other change or transaction of or by the Company, together with Common
Shares that may be acquired after the date hereof by such Shareholder, including Common
Shares issuable upon the exercise of options or warrants to purchase Common Shares or
other securities exchangeable for or convertible into Common Shares (as the same may be
adjusted as aforesaid), being collectively referred to herein as the “Subject
Shares”); and 



        WHEREAS,
as a condition to their willingness to enter into the Arrangement Agreement, Parent and
Subco have requested that the Shareholders enter into this Agreement. 



        NOW,
THEREFORE, to induce Parent and Subco to enter into, and in consideration of their
entering into, the Arrangement Agreement, and in consideration of the promises and the
representations, warranties and agreements contained herein, the parties hereto agree as
follows: 



             
1.    Representations and Warranties of the
Shareholders. Dysthe and Dysthe Holdings hereby represent and warrant to
Parent and Subco jointly and severally as follows:  



     
              (a)   
          Authority. Dysthe has the requisite capacity to execute and deliver this
          Agreement and to consummate the transactions contemplated hereby. Dysthe
          Holdings has all requisite corporate power and authority to execute and deliver
          this Agreement and to consummate the transactions contemplated hereby. The
          execution, delivery and performance of this Agreement and the consummation of
          the transactions contemplated hereby have been duly authorized by Dysthe
          Holdings. This Agreement has been duly executed and delivered by each
          Shareholder and, assuming this Agreement constitutes a legal, valid and binding
          obligation of Parent and Subco, constitutes a legal, valid and binding
          obligation of the Shareholders enforceable against the Shareholders in
          accordance with its terms. Neither the execution, 

















delivery or performance of this
Agreement by the Shareholders nor the consummation by the Shareholders of the transactions
contemplated hereby will (i) require any filing with, or permit, authorization, consent or
approval of, any United States (federal, state or local), Canadian (federal, provincial or
local), foreign or supra-national government, or governmental, regulatory or
administrative authority, agency or commission (“Governmental Body”),
(ii) result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a default under, or give rise to any right of termination,
amendment, cancellation or acceleration under, or result in the creation of any tax, lien,
claim, charge, encumbrance or other restriction (collectively, a “Lien”) upon
any of the properties or assets of the Shareholders under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, permit, concession,
franchise, contract, agreement or other instrument or obligation (a “Contract”)
to which either of the Shareholders is a party or by which either of the Shareholders or
any of their respective properties or assets (including their respective Subject Shares)
may be bound or (iii) violate any judgment, order, writ, preliminary or permanent
injunction or decree (an “Order”) or any statute, law, ordinance, rule or
regulation of any Governmental Body (a “Law”) applicable to such
Shareholder or any of such Shareholder’s properties or assets (including such
Shareholder’s Subject Shares), except any of the foregoing which would not impair
such Shareholder’s ability to perform his or its obligations under this Agreement. 



     
              (b)    
          Subject Shares. Each Shareholder is the beneficial owner (as
          defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
          (the “Exchange Act”)), of the Common Shares set forth opposite such
          Shareholder’s name on Schedule A attached hereto and the certificates
          representing such Subject Shares, if any, are now, and at all times during the
          term hereof will be, held by such Shareholder, or by a nominee or custodian for
          the benefit of such Shareholder, and such Shareholder has good and marketable
          title to such Subject Shares and at all times during the term hereof and on the
          Effective Date will have good and marketable title to such Subject Shares, in
          each case, free and clear of any Liens, proxies, voting trusts or agreements,
          understandings or arrangements, except for any such Liens or proxies arising
          hereunder. Each Shareholder owns of record or beneficially no other Common
          Shares and has no other rights to purchase or acquire any Common Shares other
          than such Shareholder’s Subject Shares. The Subject Shares set forth
          opposite each Shareholder’s name on Schedule A attached hereto
          constitute all of the securities (as defined in Section 3(a)(10) of the
          Exchange Act) of the Company beneficially owned, directly or indirectly by such
          Shareholder. Such Shareholder has (and will have as of the date of the Meeting
          and the Effective Time) sole voting power, sole power of disposition, sole power
          to issue instructions with respect to the matters set forth in Sections 3(b) and
          3(c) hereof, sole power to exercise dissent rights (to the extent such rights
          are available) and sole power to agree to all of the matters set forth in this
          Agreement, in each case with respect to all of such Shareholder’s Subject
          Shares, in each case with no limitations, qualifications or restrictions on such
          rights, subject to applicable federal securities laws and the terms of this
          Agreement. 



     
              (c)    
          Brokers. No broker, investment banker, financial advisor or other person
          is entitled to any broker’s, finder’s, financial advisor’s or
          other similar fee or commission in connection with the transactions contemplated
          by this Agreement based upon arrangements made by or on behalf of the
          Shareholders. 








2 


















     
              
(d)    
          Other Agreements. Other than this Agreement and the Arrangement
          Agreement, there are not as of the date hereof, and there will not be at the
          date of the Meeting and the Effective Time, any shareholder agreements, voting
          trusts or other agreements or understandings relating in any way to any of the
          Subject Shares or to a Frustrating Transaction (as defined below) or a Competing
          Transaction to which either Shareholder (or any of its or his affiliates,
          representatives, or agents) is a party or to which it or he is bound. 



     
              
(e)    
Arrangement Agreement. Each Shareholder understands and
acknowledges that Parent and Subco are entering into the Arrangement Agreement
in reliance upon such Shareholder’s execution and delivery of this
Agreement.  



             
2.    
Representations and Warranties of Parent
and Subco . Each of Parent and Subco hereby represents and warrants
to the Shareholders as follows: 



     
              
(a)    
          Authority. Each of Parent and Subco has the requisite power and authority
          to execute and deliver this Agreement and to consummate the transactions
          contemplated hereby. The execution, delivery and performance of this Agreement
          by each of Parent and Subco and the consummation of the transactions
          contemplated hereby have been duly authorized by all necessary action on the
          part of Parent and Subco. This Agreement has been duly executed and delivered by
          each of Parent and Subco and, assuming this Agreement constitutes a legal, valid
          and binding obligation of the Shareholders and the Company, constitutes a legal,
          valid and binding obligation of Parent and Subco, respectively, enforceable
          against Parent and Subco in accordance with its terms. 



     
              
(b)    
          Organization and Qualification. Parent is a
          société à responsabilité limitée duly
          organized, validly existing and in good standing under the laws of Luxembourg.
          Subco is a corporation duly organized, validly existing and in good standing
          under the laws of the Province of British Columbia. 



             
3.    
Covenants of the Shareholders. Until termination of
this Agreement pursuant to Section 12, the Shareholders, jointly
and severally, agree as follows: 



     
              
(a)    
          Neither Shareholder shall (i) tender into any take-over bid, tender or
          exchange offer or otherwise sell, transfer, pledge, assign or otherwise dispose
          of (collectively, “Transfer”), or enter into any Contract, option or
          other arrangement (including any profit sharing arrangement) or understanding
          with respect to the sale, transfer, pledge, assignment or other disposition of
          the Subject Shares to any person other than Parent or Subco or Parent’s
          designee, (ii) enter into any voting arrangement, whether by proxy, voting
          agreement, voting trust, power-of-attorney or otherwise, with respect to the
          Subject Shares or otherwise relinquish control of the voting power with respect
          to the Subject Shares, (iii) purchase or otherwise voluntarily acquire any
          Common Shares or other securities of the Company, except for such other
          securities as will constitute Subject Shares subject to the terms hereof,
          (iv) take any other action that would in any way restrict, limit or
          interfere with the performance of its or his obligations hereunder or the
          transactions contemplated hereby or (v) do indirectly that which it or he may
          not do directly in respect of the restrictions on its or his rights with respect
          to the Subject Shares pursuant to this Section 3(a), including, but not
          limited to, the sale of any direct or indirect holding company of the
          Shareholders or the granting of a proxy on the shares of any 







3 

















direct or indirect holding company of
the Shareholders which would have, indirectly, the effect prohibited by this
Section 3(a). Notwithstanding the foregoing, (x) Dysthe may Transfer his
Subject Shares pursuant to applicable laws of descent and distribution or to any member of
his Family Group (as defined below) for tax or estate planning purposes and (y) Dysthe
Holdings may Transfer its Subject Shares to its Affiliates for tax or estate planning
purposes; provided, that, in each case, the restrictions contained in this Agreement shall
continue to be applicable to such Subject Shares after any such Transfer; provided,
further, that the transferees of such Subject Shares shall have agreed in writing to be
bound by the provisions of this Agreement which affect the Subject Shares so transferred
by executing an undertaking in form and substance reasonably acceptable to Parent and
Subco. For purposes hereof, “Family Group” means, with respect to any natural
person, such person’s spouse, siblings and descendants (whether natural or adopted)
and any trust or other entity solely for the benefit of such person and/or such
person’s spouse, their respective ancestors and/or descendants. 



     
              
(b)    
          At the Meeting or in any other circumstances upon which a vote, consent or other
          approval (including by written consent) with respect to the Transaction, the
          Arrangement Agreement and/or the Arrangement Resolution is sought, each
          Shareholder shall as requested by Parent or Subco (including, without
          limitation, by cooperating with Parent and Subco with respect to the irrevocable
          proxy granted to Parent pursuant to Section 7 below), vote (or cause to be
          voted) such Shareholder’s Subject Shares in favor of the Arrangement
          Resolution, the Transaction, the adoption by the Company of the Arrangement
          Agreement and the approval of the other transactions contemplated by the
          Arrangement Agreement and any amendment thereto. 



     
              
(c)    
          Each Shareholder will exercise all voting rights attaching to such
          Shareholder’s Subject Shares to oppose any proposed action by the Company,
          its shareholders, any of its subsidiaries or any other person which reasonably
          could be regarded as being directed towards or would be reasonably likely to
          impede, frustrate, prevent, delay or nullify the Transaction, the Arrangement
          Agreement or any of the other transactions contemplated by the Arrangement
          Agreement (collectively, “Frustrating Transactions”). Without in any
          way limiting the foregoing, at any meeting of the shareholders of the Company or
          at any adjournment or postponement thereof or in any other circumstances upon
          which the Company’s shareholders’ vote, consent or other approval is
          sought, each Shareholder shall, as requested by Parent or Subco, vote (or cause
          to be voted) such Shareholder’s Shareholders Shares against (i) any merger
          agreement or merger, amalgamation agreement or amalgamation, arrangement
          agreement or arrangement (other than the Transaction and the Arrangement
          Agreement), consolidation, combination, take-over bid, tender or exchange offer,
          sale of substantial assets, reorganization, recapitalization, dissolution,
          liquidation or winding up of or by the Company or any other similar proposal
          (collectively, “Alternative Transactions”), (ii) any change in
          the management or the board of directors of the Company as of the date hereof,
          (iii) any change in the present capitalization or dividend policy of the
          Company as of the date hereof, (iv) any amendment of the Company’s
          constating documents or (v) any action or inaction which reasonably would be
          expected to result in any breach, violation or contravention of the Arrangement
          Agreement or that would result in any of the conditions set forth in the
          Arrangement Agreement not being satisfied. 








4 


















     
              
(d)    
          Each Shareholder hereby authorizes and requests the Company and its counsel to
          notify the Company’s transfer agent that there is a stop transfer order
          with respect to all of its Subject Shares (and that this Agreement places limits
          on the voting of the Subject Shares). Each Shareholder shall not request that
          the Company register the Transfer (book-entry or otherwise) of any certificate
          or uncertificated interest representing any of the Subject Shares, unless such
          Transfer is made in compliance with this Agreement. 



     
              
(e)    
          Each Shareholder shall furnish to Parent and Subco all information required for
          any application or other filing to be made pursuant to the rules and regulations
          of any applicable Law (including all information required to be included in the
          Information Circular) in connection with the Transaction and the transactions
          contemplated by the Arrangement Agreement. Each Shareholder hereby permits the
          Company, Parent and Subco to publish and disclose in the Information Circular
          its identity and ownership of the Subject Shares, and the nature of its
          commitments, arrangements and understandings under this Agreement. 



             
4.    
          Waiver and Releases. Each Shareholder hereby waives any
          rights to dissent from the Transaction or the Arrangement Resolution that such
          Shareholder may have under applicable Law. Effective as of the time at which the
          Transaction becomes effective (the “Effective Time”), each Shareholder
          on such Shareholder’s own behalf and, as applicable, on behalf of its or
          his heirs, successors, assigns, executors and personal representatives hereby
          releases and discharges the Company and its predecessors, successors, parents,
          subsidiaries, affiliated entities, divisions and assigns, together with each and
          every of their officers, directors, stockholders, general partners, limited
          partners, members, employees and agents and the heirs, personal representatives
          and executors of the same (herein collectively referred to as the “Company
          Releasees”), from any and all suits, causes of action, complaints,
          obligations, demands or claims of any kind, whether in law or in equity, direct
          or indirect, known or unknown, suspect or unsuspected (hereinafter
          “Claims”), which such Shareholder ever had, now has, or may have
          against the Company Releasees or any one of them in relation to the Company
          arising out of or relating to any matter, thing or event occurring up to and
          including the Effective Time; provided, however, that nothing herein shall be
          deemed to release any Claim which a Shareholder may have against the Company (i)
          arising out of the Arrangement Agreement, including, without limitation the
          right to receive the consideration contemplated thereunder and the rights to
          indemnification of directors and officers as set forth therein, (ii) arising
          under indemnification agreements or arrangements existing as of the date hereof
          between the Company and its subsidiaries, on the one hand, and their respective
          officers or directors, on the other hand, or (iii) in the case of Dysthe, under
          the Employment Agreement, dated September 4, 2003, between Dysthe and the
          Company, as amended, restated or otherwise modified from time to time. 



     
        5.    
          Notice of Acquisition of Additional  Subject Shares. Each Shareholder hereby agrees, while this
          Agreement is in effect, to promptly notify Parent and Subco of the number of any
          Subject Shares acquired by such Shareholder, if any, after the date hereof. 



             
6.    
          Non-Solicitation. Without limiting the provisions of Section
          15 hereof, the Shareholders, whether acting individually or as an agent
          of the Company, jointly and severally agree that the Shareholders shall not (and
          shall, subject to the provisions of Section 15 hereof, cause each affiliate,
          agent, trustee or other person acting on their behalves not to), directly or
          indirectly, other than with Parent, Subco and their respective representatives
          and agents, (a) 








5 




















initiate, solicit, encourage,
entertain, accept, discuss or negotiate any inquiries, proposals or offers (whether
initiated by either Shareholder or otherwise) with respect to any Competing Transaction,
(b) provide information to any party in connection with any Competing Transaction or (c)
enter into any contract, agreement or arrangement with any party, concerning or relating
to a Competing Transaction or requiring either Shareholder to abandon, terminate or fail
to consummate or vote against the Transaction. 



             
7.    
          Grant of Proxy. 



     
              
(a)    
          Each Shareholder irrevocably covenants and agrees in favor of Parent and Subco
          that following receipt of the Information Circular and no later than five
          Business Days prior to the date of the Meeting, it or he shall deliver or cause
          to be delivered (including by instructing the participant in the book based
          system operated by The Canadian Depository for Securities Limited through which
          the Shareholder holds Subject Shares to arrange for such delivery) to Subco a
          duly executed proxy (or other appropriate voting instrument) in favor of Subco
          (or its nominee designated to the Shareholder in writing) voting in favor of the
          Arrangement Resolution and such proxy (or other voting instrument) shall not be
          revoked unless this Agreement is terminated in accordance with its terms prior
          to the exercise of such proxy (or other voting instrument). 



     
              
(b)    
          Each Shareholder irrevocably covenants and agrees in favor of Parent and Subco
          that following receipt of any form of proxy in respect of any of the
          transactions, actions or matters referred to in Section 3(c) and no later than
          five Business Days prior to the date of the relevant meeting, it or he shall
          deliver or cause to be delivered (including by instructing the participant in
          the book based system operated by The Canadian Depository for Securities Limited
          through which the Shareholder holds Subject Shares to arrange for such delivery)
          to Subco a duly executed proxy (or other appropriate voting instrument) in favor
          of Subco (or its nominee designated to the Shareholder in writing) voting
          against such transaction, action or matter and such proxy (or other voting
          instrument) shall not be revoked unless this Agreement is terminated in
          accordance with its terms prior to the exercise of such proxy (or other voting
          instrument). 



             
8.    
          Further Assurances. Each Shareholder will, from time to time,
          execute and deliver, or cause to be executed and delivered, such additional or
          further proxies, transfers, assignments, endorsements, consents and other
          instruments as Parent or Subco may reasonably request for the purpose of
          effectively carrying out the transactions contemplated by this Agreement and to
          vest the power to vote such Shareholder’s Subject Shares as contemplated by
          Section 7. 



     
        
9.    
          Covenant of the Company. The Company covenants to
          Parent and Subco that it will not register any transfer of any certificate
          representing either Shareholder’s Subject Shares in contravention of this
          Agreement. 



     
        10.    
          Covenant of Parent and Subco. Each of Parent
          and Subco covenants to the Shareholders that it will perform all of its
          covenants, agreements and obligations under the Arrangement Agreement. 








6 


















     
        11.    
          Assignment; Binding Effect. Neither this Agreement nor any
          of the rights, interests or obligations hereunder shall be assigned by any of
          the parties hereto (whether by operation of law or otherwise) without the prior
          written consent of the other parties. Subject to the preceding sentence, this
          Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
          the parties hereto and their respective successors and assigns. Notwithstanding
          the foregoing, each of Parent and Subco shall have the right to assign its
          rights, interests and obligations hereunder to any of its affiliates without the
          prior written consent of the other parties hereto. 



     
        12.    
          Termination. This Agreement, and all rights and obligations of the
          parties hereunder (other than under Sections 4, 12,
          13 and 14), shall terminate upon the earliest to occur of
          (i) termination of the Arrangement Agreement, (ii) the mutual written
          agreement of the parties hereto to terminate this Agreement and (iii) the
          Effective Time. Nothing in this Section 12 shall relieve any party from any
          liability for breach of this Agreement. 



     
        13.    
          Capture. 



     
              
(a)    
          In the event that the transactions contemplated by the Arrangement Agreement are
          not consummated due to a breach of this Agreement by any Shareholder and any
          Subject Shares of a Shareholder are sold, transferred, exchanged, canceled or
          disposed of in connection with or as a result of any Alternative Transaction
          which is executed or consummated within twelve (12) months following the date
          that the Arrangement Agreement is terminated (an “Alternative
          Disposition”) then, in addition to the remedies at law or equity for breach
          of this Agreement, on the closing of such Alternative Disposition, such
          Shareholders shall tender and pay to, or shall cause to be tendered and paid to,
          Subco (or its designee), in immediately available funds, all of the Profit (as
          defined below) realized by such Shareholders from such Alternative Disposition.
          Subject to Section 13(b), “Profit” shall mean an amount equal to the
          excess, if any, of (i) the Alternative Transaction Consideration (as defined
          below) over (ii) the cash consideration set forth in the Arrangement Agreement.
          If the Alternative Transaction Consideration includes any consideration other
          than cash, such Shareholders may, if not prohibited from transferring any such
          consideration to Subco (or its designee), transfer, in lieu of cash, a pro rata
          portion (based on the proportion of the non-cash consideration to the aggregate
          consideration) of the Profit represented by such other forms of consideration.
          “Alternative Transaction Consideration” shall mean all cash,
          securities, settlement or termination amounts, notes or other debt instruments,
          and other consideration received or to be received, directly or indirectly, by
          such Shareholders and their affiliates in connection with or as a result of such
          Alternative Disposition or any agreements or arrangements (including, without
          limitation, any employment agreement (except a bona fide employment agreement
          pursuant to which a Shareholder is required to devote, and under which such
          Shareholder in good faith intends to devote, substantially all of his business
          time and effort to the performance of executive services for the Company in a
          manner substantially similar to such Shareholder’s current employment
          arrangements with the Company), consulting agreement, non-competition agreement,
          confidentiality agreement, settlement agreement or release agreement) entered
          into, directly or indirectly, by such Shareholders or any of their affiliates as
          a part of, or in connection with, the Alternative Disposition or the associated
          Alternative Transaction. 







7 

















     
              
(b)    
          For purposes of determining Profits under this Section 13: (i) all securities
          that are publicly traded shall be valued at the average of the closing prices
          for the five trading days ending on the date on which the Alternative
          Disposition closes; (ii) all other non-cash items shall be valued based upon the
          fair market value thereof as of the date of closing of the Alternative
          Disposition as determined by an independent expert selected by Parent and who is
          reasonably acceptable to such Shareholder; (iii) all deferred payments or
          consideration shall be discounted to reflect a market rate of net present value
          thereof as determined by the above-referenced independent expert; and (iv) if
          less than all of a Shareholder’s Subject Shares are subject to the
          Alternative Disposition, the cash consideration set forth in the Arrangement
          Agreement shall be multiplied by a fraction, the numerator of which is the
          number of such Shareholder’s Subject Shares sold, transferred, exchanged,
          canceled or disposed of in such Alternative Disposition and the denominator of
          which is the total number of such Shareholder’s Subject Shares. In the
          event any contingent payments are included in the consideration for the
          Alternative Disposition, upon receipt of any such contingent payment, such
          Shareholder will promptly transfer to Subco (or its designee) any additional
          amounts that would have been transferred to Subco (or its designee) upon the
          completion of the Alternative Disposition if such contingent payment had been
          received at such time. 



             
14.    
          General Provisions. 



     
              
(a)    
          Expenses. Subject to the terms of the Arrangement Agreement, all costs
          and expenses incurred in connection with this Agreement and the transactions
          contemplated hereby shall be paid by the party incurring such expense. 



     
              
(b)    
          Amendments. This Agreement may not be amended except by an instrument in
          writing signed by Parent, Subco and each Shareholder as to which such amendment
          is to be effective. 



     
              
(c)    
          Notice. All notices and other communications hereunder shall be in
          writing and shall be deemed given upon receipt to the parties at the addresses
          set forth below (or at such other address for a party as shall be specified by
          like notice). The date of receipt of any such notice or other communication if
          delivered personally shall be deemed to be the date of delivery thereof, or if
          sent by facsimile transmission, the date of such transmission if sent during
          normal business hours on a Business Day, failing which it shall be deemed to
          have been received on the next Business Day. 









8 















	  	(i)	
if
to Parent or Subco:  






	  	
Fortezza Holdings S.à.r.l.                   

c/o Mercuria Services S.A.                   

8-10, rue Mathias Hardt                      

BP 3023                                      

L-1030 Luxembourg                            

Telecopy:  +352 48 06 31                     

Attention:  Alain Peigneux and Catherine Koch
 









	  	
and 







	  	
Beech Investment Corp.             

c/o Farris Vaughan                 

700 West Georgia Street, 25th Floor

Vancouver, British Columbia        

V7Y 1B3                            

Telecopy: (604) 661-9349           

Attention:  Dean O'Leary
 







	  	
with
copies (that will not constitute notice to Parent or Subco) to:  







	  	
Vista Equity Partners            

150 California Street, 19th Floor

San Francisco, CA 94111          

Telecopy:  (415) 765-6666        

Attention:  Brian N. Sheth
 







and 



	  	
Kirkland & Ellis LLP         

Citicorp Center              

153 East 53rd Street         

New York, New York 10022-4611

Telecopy:  (212) 446-4900    

Attention:  Eunu Chun, Esq.
 







	  	
and 






	  	
Davies Ward Phillips & Vineberg LLP

1 First Canadian Place, 44th Floor 

Toronto, Ontario                   

Canada M5X 1B1                     

Telecopy:  (416) 863-0871          

Attention:  Patricia Olasker, Esq.
 










9 

















	  	
if
to the Company:  






	  	
MDSI Mobile Data Solutions Inc.

10271 Shellbridge Way          

Richmond BC                    

Canada V6X 2W8                 

Telecopy:  (604) 207-6062      

Attention:  Eric Dysthe
 







	  	
with
copies (that will not constitute notice to the Company) to:  






	  	
Dorsey & Whitney LLP             

U.S. Bank Centre                 

1420 Fifth Avenue                

Seattle, Washington 98101        

Telecopy:  (206) 903-8820        

Attention:  Randal R. Jones, Esq.
 






	  	
and 







	  	
Davis & Company LLP         

2800 Park Place             

666 Burrard Street          

Vancouver, B.C. V6C 2Z7     

Telecopy:  (604) 605-3797   

Attention:  Don Collie, Esq.
 






	  	(ii)	
if
to either Shareholder, to:  








	  	
Erik Dysthe

c/o MDSI Mobile Data Solutions Inc.

10271 Shellbridge Way

Richmond, B.C.

Canada  V6X 2W8    

Telecopy:  (604) 207-6062
 








	  	
with
a copy (that will not constitute notice to the Shareholders) to:  







	  	
Torys LLP                     

Suite 3000                    

Box 270, TD Centre            

79 Wellington Street West     

Toronto, Ontario              

M5K 1N2 Canada                

Telecopy:  (416) 865-7380     

Attention:  Peter Jewett, Esq.
 







     
              
(d)    
          Interpretation. When a reference is made in this Agreement to a Section,
          such reference shall be to a Section of this Agreement unless otherwise
          indicated. The headings contained in this Agreement are for reference purposes
          only and shall not affect in any way the 









10 



















meaning or interpretation of this
Agreement. Wherever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation”. 



     
              
(e)    
          Counterparts. This Agreement may be executed in two or more counterparts,
          all of which shall be considered one and the same agreement and shall become
          effective when two or more counterparts have been signed by each of the parties
          and delivered to the other parties, it being understood that all parties need
          not sign the same counterpart. 



     
              
(f)    
          Entire Agreement; No Third-Party
          Beneficiaries. This Agreement (including the documents and instruments
          referred to herein) (i) constitutes the entire agreement and supersedes all
          prior agreements and understandings, both written and oral, among the parties
          with respect to the subject matter hereof and (ii) is not intended to confer
          upon any person other than the parties hereto (and, as provided in Section 4,
          the Company Releasees and the Shareholder Releasees, who shall be third party
          beneficiaries hereof) any rights or remedies hereunder. 



     
              
(g)    
          Governing Law. This Agreement shall be governed and construed in
          accordance with the laws of the State of New York without regard to any
          applicable conflicts of law. 



     
              
(h)    
          Publicity. Except as otherwise required by law, court process or the
          rules of the NASDAQ National Market, the Toronto Stock Exchange or as
          contemplated or provided in the Arrangement Agreement (any of the foregoing, a
          “Required Disclosure”), for so long as this Agreement is in effect,
          neither Shareholder shall issue or cause the publication of any press release or
          other public announcement with respect to the transactions contemplated by this
          Agreement or the Arrangement Agreement without the prior written consent of
          Parent; provided, that in any case, except for Required Disclosures, no
          Shareholder will use the name of Parent or Subco or any affiliate thereof
          without Parent’s written permission and will discuss the term and contents
          of any such release with Parent prior to dissemination. 



     
              
(i)    
          Enforcement. The parties agree that irreparable damage would occur in the
          event that any of the provisions of this Agreement were not performed in
          accordance with their specific terms or were otherwise breached. It is
          accordingly agreed that the parties shall be entitled to an injunction or
          injunctions to prevent breaches of this Agreement and to enforce specifically
          the terms and provisions of this Agreement in a court of the United States
          (without posting of bond or other security). This being in addition to any other
          remedy to which they are entitled at law or in equity. 



     
              
(j)    
          Severability. If any term or other provision of this Agreement is
          invalid, illegal or incapable of being enforced by any rule of law, or public
          policy, all other conditions and provisions of this Agreement shall nevertheless
          remain in full force and effect so long as the economic or legal substance of
          the Transaction is not affected in any manner materially adverse to any party
          hereto. Upon such determination that any term or other provision is invalid,
          illegal or incapable of being enforced, the parties hereto shall negotiate in
          good faith to modify this Agreement so as to effect the original intent of the
          parties as closely as possible in a mutually 









11 
















acceptable manner in order that the
Transaction be completed as originally contemplated to the fullest extent possible. 



     
              
(k)    
          Waiver of Jury Trial. Each party to this Agreement
          hereby waives, to the extent permitted by applicable law, trial by jury in any
          litigation in any court with respect to, in connection with, or arising out of
          this Agreement or any ancillary agreement or the validity, protection,
          interpretation, collection or enforcement thereof. 



             
15.    
          Shareholder Capacity. No person executing this Agreement who is or
          becomes during the term hereof a director or officer of the Company (or who has
          designated a director or officer of the Company) makes any agreement or
          understanding herein in his or her capacity as such director or officer (or with
          respect to any such designated director or officer, in his capacity as such).
          Each Shareholder signs solely in his or her capacity as the record holder and
          beneficial owner of, or the trustee of a trust whose beneficiaries are the
          beneficial owners of, such Shareholder’s Subject Shares and nothing herein
          shall limit or affect any actions taken by a Shareholder (or such
          Shareholder’s designee(s)) in its capacity as an officer or director of the
          Company to the extent not prohibited by the Arrangement Agreement. 









     * * * * *










12 




















        IN
WITNESS WHEREOF, Parent, Subco, the Company and each Shareholder have signed, or caused
this Support Agreement to be signed by its officer duly authorized, all as of the date
first written above. 



	  	
MDSI MOBILE DATA SOLUTIONS INC. 






By: /s/ Glenn Kumoi         
           

Name:  Glenn Kumoi

Title:  CAO








	  	

Fortezza Holdings S.A.R.L. 





By: /s/ Robert F. Smith         
           

Name:     Robert F. Smith

Title:     Managing Partner










	  	

BEECH INVESTMENT CORP.  





By: /s/ Robert F. Smith         
           

Name:     Robert F. Smith

Title:     Managing Partner










	  	

ERIK DYSTHE HOLDINGS CO.





By: /s/ Erick Dysthe         
           
           

Name:  Erik Dysthe

Title:  President








	  	

/s/ Erik Dysthe         
      
                           

Erik Dysthe