EXHIBIT 10.27  





INDEMNITY AGREEMENT 



        This
Indemnity Agreement (the “Agreement”) is made as of July 29, 2005, among
Erik Dysthe (“Dysthe”), Erik Dysthe Holdings, Inc., a British Columbia
corporation (“Dysthe Holdings” and together with Dysthe, the “Indemnifying
Parties”), and MDSI Mobile Data Solutions Inc., a corporation incorporated under the
federal laws of Canada (“MDSI” or the “Indemnified Party”). 



        WHEREAS,
MDSI intends to enter into an arrangement providing for the acquisition of all of the
outstanding common shares of MDSI pursuant to that certain Arrangement Agreement among
MDSI, Fortezza Holdings S.A.R.L. (“Parent”) and Beech Investment Corp.
(“Subco”), dated the date hereof (the “Arrangement Agreement”); 



        WHEREAS,
a condition to the closing of the transactions contemplated by the Arrangement Agreement
is the execution of, and the performance of the agreements and undertakings contemplated
by, a Support Agreement among the Indemnifying Parties, MDSI, Parent and Subco; and 



        WHEREAS,
the Indemnifying Parties will receive a financial benefit from the closing of the
transactions contemplated by the Arrangement Agreement and have agreed to enter into this
Agreement in order to induce MDSI to enter into the Arrangement Agreement; 



        NOW
THEREFORE, in order to induce MDSI to enter into, and in consideration of its entering
into, the Arrangement Agreement, and in consideration of the promises and the agreements
contained herein, the parties hereto agree as follows: 



	 1.  	  	Indemnity.
The Indemnifying Parties will, jointly and severally, indemnify in full MDSI and each of
its officers, directors, stockholders, employees and agents, from and against any loss,
damage, claim, expense or fee, including court costs and attorneys’ fees and
expenses, including any termination or other fee or payment required to be paid by MDSI
to any party under the terms of the Arrangement Agreement, arising out of or relating to,
any breach by the Indemnifying Parties of any obligation, covenant, agreement or
provision of the Support Agreement.  






	2.  	  	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.  






	3.  	  	Expenses.
All costs and expenses incurred in connection with this           Agreement and the
transactions contemplated hereby shall be paid by the party           incurring such
expense.  






	4.  	  	 Amendments.
This Agreement may not be amended except by an instrument in           writing signed by
each of the parties hereto. 















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	 5.  	  	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.  







	  	
If
to the Indemnifying Parties, to:  







	  	
Erik
Dysthe and

Erik Dysthe Holdings, Inc.

10271 Shellbridge Way

Richmond BC

Canada V6X 2W8

Telecopy:  (604) 207 6062

Attention: Erik Dysthe






	  	
If to MDSI, to:  







	  	
MDSI Mobile Data Solutions Inc.

10271 Shellbridge Way

Richmond BC

Canada V6X 2W8

Telecopy: (604) 207 6062

Attention: Erik Dysthe






	6.  	  	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.  






	7.  	  	Governing
Law. This Agreement shall be governed and construed in           accordance with the
laws of the Province of British Columbia without regard to           any applicable
conflicts of law.  






	8.  	  	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 Province of British           Columbia (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.  






	9.  	  	 Severability.
If any term, provision, covenant or restriction of this           Agreement is held by a
court of competent jurisdiction to be invalid, void or           unenforceable, the
remainder of the terms, provisions, covenants and           restrictions of this
Agreement shall remain in  

















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full
force and effect and shall           in no way be affected, impaired or invalidated. If
any provision of this           Agreement is so broad as to be unenforceable, the
provision shall be interpreted           to be only so broad as is enforceable. 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           acceptable manner in order that the Arrangement be
completed as originally           contemplated to the fullest extent possible.  






	10.  	  	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.  






        IN
WITNESS WHEREOF, the Indemnifying Parties and MDSI have signed, or caused this Agreement
to be signed, all as of the date first written above. 


		
	 	 
	 	MDSI MOBILE DATA SOLUTIONS INC.
	 
	 	By:
	 
	 
	 	/s/ Glenn Kumoi     
                    
                      
	 	Name:
	 	Title:
	 
	 	ERIK DYSTHE HOLDINGS CO.
	 
	 	By:
	 
	 
	 	/s/ Erik Dysthe     
                    
                      
	 	Name:  Erik Dysthe
	 	Title:  President
	 
	 
	 
	 
	 	/s/ Erik Dysthe     
                    
                      
	 	Erik Dysthe