EXHIBIT 10.23


                              EMPLOYMENT AGREEMENT

THIS AGREEMENT made to have effect the second day of January, 2002.

BETWEEN:

          MDSI MOBILE DATA SOLUTIONS INC., a corporation duly incorporated under
          the federal laws of Canada and having its offices at 10271 Shellbridge
          Way, Richmond, B.C. V6X 2W8

          (the "Company")

AND:

          VERNE  PECHO,  a  businessman,  residing  at 3870  West  34th  Avenue,
          Vancouver, B.C. V6N 2L3

          (the "Executive")

     WHEREAS the Company  wishes to employ the  Executive  and the  Executive is
willing to accept such  employment  upon the terms and  conditions  set forth in
this Agreement;

     NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements  herein set forth the parties hereto  mutually  covenant and agree as
follows:

1.   EMPLOYMENT

1.1  The Company hereby employs the Executive to be the Vice President,  Finance
and  Administration and Chief Financial Officer of the Company and the Executive
hereby accepts such employment.  The Executive shall report to the President and
Chief Executive Officer of the Company and shall perform all duties and have all
authority incident to the position of Vice President, Finance and Administration
and Chief Financial Officer of the Company, as further described in the attached
Schedule A, and such additional duties as he may from time to time be reasonably
required to perform,  and such additional  authority as he may from time to time
be given, by the President and Chief Executive Officer.

1.2  The Executive  shall  perform his duties out of the Richmond  office of the
Company  or out of such  other  office in the  lower  mainland  area of  British
Columbia,  which the Company shall establish and designate as its Vancouver head
office. The Executive's duties will involve extensive domestic and international
travel.



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2.   EXCLUSIVE SERVICE

2.1  Except as expressly  provided the Executive  shall,  during his  employment
with the  Company,  devote  his  entire  attention  on a full time  basis to the
business of the Company.  Provided he obtains the prior written  approval of the
President and Chief  Executive  Officer the Executive may, during his employment
with the  Company  undertake  work as a  director  or  consultant  to any  other
company, firm or individual that is not in competition with the Company.

3.   SALARY AND BONUSES

3.1  The Company shall pay the  Executive an annual base salary ("Base  Salary")
of Canadian $165,310 gross payable  bi-monthly.  The annual base salary shall be
subject to review effective May 1 of each year.

3.2  All  payment  of salary  shall be subject to  deduction  of all  applicable
Federal  and  Provincial  income tax,  unemployment  insurance,  Canada  Pension
deductions  and  other  deductions  required  at law or  made  pursuant  to this
Agreement.

[3.3 The Executive shall be eligible to participate in the MDSI Incentive Reward
Program and any equivalent program implemented by the Company.

4.   EXPENSES

4.1  The  Company  shall  provide  to  the  Executive  the  following  expenses,
equipment and allowances:

     (i)  reimbursement  for all reasonable and necessary  expenses  incurred by
          the  Executive  in the  conduct  of the  business  of the  Company  in
          accordance with travel and expense policies established by the Company
          from time to time;  reimbursement of annual  professional dues and the
          annual fees of the Financial Executives Institute, and

     (ii) appropriate  hardware/software,  including  cell phone,  pager,  and a
          portable  computer  selected by the Company to permit the Executive to
          operate  effectively  while  away  from  the  office  or at  home  and
          associated costs.

5.   STOCK OPTIONS

5.1  The  Executive  shall be  entitled to  participate  in the  Employee  Stock
Purchase  Plan as  established  by the Company and amended  from time to time. A
copy of that  Plan has been  supplied  to the  Executive  who  acknowledges  its
receipt.



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5.2  In  addition,  the Company has  granted the  Executive  options to purchase
40,000 common shares in the capital of the Company at an exercise price equal to
closing  price of Company  shares on the Toronto Stock  Exchange  ("TSE") on the
last  trading  day prior to the date of grant.  Except as  provided  below,  the
option to purchase  these shares shall vest in accordance  with the terms of the
respective grants.

5.3  All stock options granted to the Executive pursuant to this Agreement shall
automatically vest in the event of a Change of Control or the termination of the
Executive's employment by the Company.

5.4  Stock  options  which have vested may be  exercised  at any time up to five
years from the date of grant.  In the event of  termination of his employment by
resignation, the Executive shall have a period of six months (6) months in which
to exercise  vested share  purchase  options,  failing which those options shall
expire automatically.

6.   VACATION

6.1  The Executive shall be entitled to four (4) weeks vacation per annum.

7.   BENEFITS

7.1  The Executive  shall receive those  benefits  (including  medical,  dental,
extended health  insurance,  short and long term disability,  life insurance and
family assistance) which are provided to Canadian based employees in the Company
Employee  Benefit  Program  (the  "Program")  in  effect  upon  the  Executive's
employment date as that Program may be modified from time to time. A copy of the
Program has been supplied to the Executive who acknowledges its receipt.

8.   SICK LEAVE

8.1  If the  Executive  shall,  at any time,  by reason of  illness or mental or
physical  disability,  be  incapacitated  from  carrying  out the  terms of this
Agreement,  he shall  furnish the Company  with  medical  evidence to prove such
incapacity and the cause thereof, and shall receive his full salary for a period
of 180 days or until long term disability begins whichever period is shorter.

9.   CONFIDENTIAL INFORMATION

9.1  The Executive  acknowledges  that as an officer of the Company,  he holds a
fiduciary  position  and owes to the  Company a duty of utmost  loyalty and good
faith.  The Executive agrees to serve the Company well and faithfully and to the
best of his ability, and to use his best efforts to promote its interests.



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9.2  The  Executive  acknowledges  that in the  exercise  of his duties with the
Company  he will  develop  and  receive  information  which  is  proprietary  or
confidential  to the  Company,  which  information  may include but shall not be
limited to:  intellectual  property;  know-how;  trade  secrets  and  processes;
product specifications;  methods of doing business;  information with respect to
the Company's organization;  information with respect to the Company's financial
affairs and business plans;  information  with respect to the Company's  pricing
policies;  sales and marketing  plans;  information with respect to the identity
and special needs of the Company's customers (the "Confidential Information").

9.3  The  Executive   agrees  that  he  shall  not  disclose  the   Confidential
Information  (either during the  continuance of his employment  hereunder or any
time thereafter) to any third parties except as required in the normal course of
business  and shall not use the  Confidential  Information  (either  during  the
continuance  of his  employment  hereunder or any time  thereafter)  for his own
purposes, or any purposes other than those of the Company. The Executive further
agrees in consideration  for his continued  employment by the Company to execute
such further and other  agreements  concerning the secrecy of the affairs of the
Company or any  companies  with which the Company is affiliated or associated as
the Company shall reasonably request.

9.4  Information  shall  not be  considered  as  confidential  if at the time of
disclosure  by the  Executive  it is  generally  known  to the  public  or after
disclosure by the Executive it becomes known to the public  through no violation
of this  Agreement or is disclosed to the  Executive by a third party that it is
not under an obligation to maintain the confidentiality of the information.

10.  NON COMPETITION

10.1 The Executive agrees that the Company has a legitimate interest in ensuring
that Confidential  Information will neither be used by the Company's competition
nor by the  Executive for a purpose other than the execution of his functions as
an  employee  of  the  Company.   Therefore,   the  Company  and  the  Executive
specifically agree:

     (i)  that during the term of his employment,  under no  circumstances  will
          the Executive  compete with the Company either on his own behalf or on
          behalf of or as an employee of a third party;

     (ii) for a  period  of two  (2)  years  following  the  termination  of his
          employment  with the Company the Executive  shall not compete with the
          Company either on his own account or on behalf of or as an employee of
          any third party; and

     (iii)for a period of two (2) years  following  the date of  termination  of
          his employment  with the Company the Executive  shall not approach any
          other  employee  of the Company  for the  purpose of  recruiting  that
          employee to his


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                                      -5-




          own  service  or  offering  or  causing  to be  offered  to such other
          employee a new position or employment with any other person or company

10.2 The Executive acknowledges and agrees that there can be no geographic limit
to his  covenant  not to compete due to the nature and extent of the business of
the Company, the market for the Company products and the technologies with which
the Company is involved.

10.3 The parties to this  agreement  recognize that a breach by the Executive of
any of the  covenants  contained  in Sections 9 and 10 of this  Agreement  would
cause irreparable harm to the Company which could not be adequately  compensated
for by monetary damages. Accordingly the Executive agrees that in the event of a
breach by him of any of the  covenants  contained  in  Sections 9 and 10 of this
Agreement,  he shall and hereby  does  consent  to an  injunction  being  issued
against him restraining  him from any further breach of the said covenants.  The
provisions  of this section shall not be construed so as to affect or impair any
other remedies which the Company may have in the event of such breach, including
but not limited to an action for damages.

11.  OWNERSHIP AND USE OF WORK PRODUCTS

11.1 The Executive  agrees that any work  products  produced by the Executive in
the course of his employment  with the Company whether  developed  solely by the
Executive or jointly with any other party (the "Work Product") shall be the sole
and exclusive property of the Company.

11.2 The Company  acknowledges that general  knowledge and experience  including
general  techniques,  algorithms,  methods and  formulae not  developed  for the
Company's  specific  application or work gained by the Executive  prior to or in
the course of his association with the Company,  may be used by the Executive at
any time prior to,  during or subsequent  to his  association  with the Company,
unless a specific agreement to the contrary is entered into by the Executive and
the  Company,  as long as the  Executive  is not in breach of his  covenants  of
non-competition contained herein.

11.3 This  Agreement  does  not  apply  to  any  general  techniques,  formulae,
algorithm  or  method  for  which  no  equipment,  supplies,  facility  or other
resources  or trade  secret  information  of the  Company was used and which was
developed entirely on the Executive's own time unless such techniques, formulae,
algorithms,  or method  related  directly to the  business of the Company or the
Company's actual demonstrated anticipated research or development.

11.4 At any and all times, either during or after termination of the Executive's
employment with the Company, the Executive will promptly,  on the request of the
Company,  perform all such acts and execute and deliver all such  documents that
may be necessary to vest in the Company the entire right,  title and interest in
and to any such Work Product.  Should any services be rendered after termination
of his association  with the Company a reasonable  compensation  will be paid to
the


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Executive  upon a per diem  basis  in  addition  to  reasonable  travelling  and
accommodation expenses incurred as a result of rendering such services.

11.5 The Employee hereby assigns to the Company any rights the Employee may have
or acquire in the Work Product and waives all claims  whatsoever with respect to
the Work Product  including any moral rights which he/she may have or acquire in
the Work Product or to its use, including the right to restrain or claim damages
for any distortion,  mutilation or other modification of the Work Product or any
part thereof whatsoever,  or to restrain use or reproduction of the Work Product
in any context, or in connection with any product or service.

12.  TERMINATION OF EMPLOYMENT

12.1 The  Executive's  employment  may be  terminated at any time by the Company
without  previous  notice and without payment in lieu of notice for cause which,
for the purposes of this agreement shall include but not be limited to:

     (i)  dishonesty  in  the  course  of the  discharge  of  his  duties  as an
          employee;

     (ii) gross negligence or repetitive  negligence committed without regard to
          corrective  direction in the course of the  discharge of his duties as
          an employee;

     (iii)conviction  of any criminal  offence other than an offence  which,  in
          the  reasonable  opinion of the Company does not affect the reputation
          of the Company or the Executive's  position as a representative of the
          Company;

     (iv) becoming bankrupt or insolvent;

     (v)  any incapacity, other than an illness or disability, which renders the
          Executive incapable of continuing his employment for a period of three
          (3) months or longer.

12.2 The  Executive  shall be  entitled to  terminate  his  employment  with the
Company,  at will, at any time by giving notice in writing to the Company of not
less than four weeks unless otherwise  agreed to in writing by the parties.  The
Executive  shall be entitled to receive an amount equal to his accrued  vacation
pay, less any vacation days actual taken by the Executive .

12.3 The Company may terminate the employment of the Executive  without cause at
any time, including following a Change of Control, upon payment to the Executive
of his Base Salary owing up to the date of termination  and a severance  package
consisting  of an amount  equal to two (2) times the current  Base  Salary.  The
Company shall maintain the Executive and his dependants on the Company  Employee
Benefit  Program  during the  currency  of the two year  period.  The  Executive
acknowledges  and agrees that he shall not be entitled to any other severance or
termination package in connection with his employment  whatsoever.  In the event
the Executive is terminated in


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accordance  with this Section 12.3,  the Company shall also pay to him an amount
equal to his accrued  vacation pay, less any vacation days actually taken by the
Executive.

13.  CHANGE OF CONTROL OF THE COMPANY

13.1 In this section the term "Change of Control" shall mean:

     (a)  the sale of  greater  than 50% of the issued  and  outstanding  common
          shares in the capital of the Company  pursuant to a "takeover bid" (as
          defined in the British Columbia Securities Act);

     (b)  the  disclosure  that any  person (a  "Control  Person")  directly  or
          indirectly,  beneficially  or legally  owns,  or exercises  control or
          direction over,  greater than 50% of the issued and outstanding shares
          in  the  capital  of  the  Company,  in any  insider  trading  report,
          information circular, prospectus, offering memorandum, material change
          report or other disclosure document of the Company or any such Control
          Person,  filed or  required  to be filed  with  the  British  Columbia
          Securities  Commission,  the TSE or any  other  securities  regulatory
          authority or stock exchange;

     (c)  the sale or disposition of all or  substantially  all of the assets of
          the Company to a non-affiliated party;

     (d)  the merger,  amalgamation or consolidation of the Company with or into
          any other non-affiliated corporation; or

     (e)  the  appointment  of  a  liquidator,  receiver,  receiver-manager,  or
          trustee in bankruptcy of the Company,  or the making of any assignment
          or proposal to or for the benefit of the creditors of the Company.

13.2 In the event that the  Company  undergoes  a Change of  Control  and if the
employment  of the  Executive is  terminated by the Company or terminated by the
Executive for Good Reason within 24 months of a Change of Control, the Executive
shall be  entitled  to receive  the  severance  package in  accordance  with the
provisions of Section 12.3 above.

13.3 The Executive will not be required to mitigate the amount of any payment or
benefit  provided  for under this  Section 13 or any  damages  resulting  from a
failure of the Company to make any such payment or to provide such  benefit,  by
seeking other employment,  or otherwise,  nor shall the amount of any payment or
benefit provided for under this Section 13 be reduced by any compensation earned
by the Executive from employment or self employment.

13.4 For purposes of this Agreement, "Good Reason" means:


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                                      -8-



     (i)  without the express  consent of the  Executive,  the assignment to the
          Executive of any duties  materially  inconsistent  with his positions,
          duties and responsibilities  with the Company immediately prior to the
          date hereof or any removal of the  Executive  from,  or any failure to
          re-elect   the   Executive   to,   material   positions,   duties  and
          responsibilities  with the  Company,  except  in  connection  with the
          termination of the  Executive's  employment  for cause,  disability or
          retirement or as a result of the Executive's death or by the Executive
          other than for Good Reason. For greater certainty, the Executive shall
          be deemed to have  consented  to the  assignment  of new duties if the
          Executive  performed  such  duties  for a  period  of 60 days  and the
          Executive does not advise the Company that such new duties  constitute
          grounds for resigning for Good Reason;

     (ii) a reduction by the Company in the  Executive's  salary as in effect on
          the date hereof or as the same may be increased from time to time;

     (iii)the  failure by the Company to  continue  in effect any  incentive  or
          compensation plan, or any pension, life insurance, health and accident
          or disability plan in which the Executive is participating at the date
          hereof, (or plans providing the Executive with  substantially  similar
          benefits)  unless such plans have been replaced by new plans providing
          the  Executive  with  benefits  that are as good as or better than the
          benefits  provided in such  plans,  or the taking of any action by the
          Company which would adversely affect the Executive's  participation in
          or materially reduce the Executive's  benefits under any of such plans
          or deprive the Executive of any material fringe benefit enjoyed by him
          at the date hereof;

     (iv) the  requirement  that the Executive be based  anywhere other than the
          Company's  principal  executive  offices except for required travel on
          the Company's business to an extent substantially  consistent with the
          Executive's present employment or travel obligations,  or in the event
          the  Executive  consents  to any such  relocation,  the failure by the
          Company to pay (or reimburse the Executive for) all reasonable  moving
          expenses  incurred by the  Executive  or to  indemnify  the  Executive
          against any excess in (A) the cost of a principal residence in the new
          location which is comparable to the Executive's principal residence at
          the  time of the  relocation,  over  (B) the  amount  realized  by the
          Executive upon the sale of his principal  residence at the time of the
          relocation; or

     (v)  any  reason  which  would be  considered  to  amount  to  constructive
          dismissal by a court of competent jurisdiction.



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14.      RESIGNATION AND INDEMNITY

14.1 Upon  termination  of this  Agreement,  the  Executive  will  tender to the
Company,  and their associated  companies,  his resignation as an officer and if
applicable, his resignation as a director.

14.2 Subject to the Canada  Business  Corporations  Act, as amended from time to
time (the "Act"),  the Company  hereby  indemnifies  the  Executive,  his heirs,
executors  administrators  and  personal  representatives   (collectively,   the
"Indemnitees") and save the Indemnitees  harmless against all costs, charges and
expenses  actually and reasonably  incurred by the Indemnities in law, in equity
or under any statute or regulation,  in connection with any civil,  criminal, or
administrative   claim,  action,   proceeding  or  investigation  to  which  the
Indemnitees  are made a party  or in which  they  are  otherwise  involved  as a
witness or other  participant by reason of the Executive  being or having been a
Director or officer of the Company or its  affiliated or  associated  companies,
including any action brought by the Company or companies, if:

     (i)  the Executive acted honestly and in good faith with a view to the best
          interests of the Company or companies; and

     (ii) in the case of a criminal or administrative claim, action,  proceeding
          or investigation,  the Executive had reasonable  grounds for believing
          that his conduct was lawful.

14.3 Without limiting the generality of the foregoing of Section 14.2 the costs,
charges and expenses  against which the Company will  indemnify the  Indemnitees
include:

     (i)  any and all fees, costs and expenses actually and reasonably  incurred
          by the Indemnitees in investigating, preparing for, defending against,
          providing evidence in, producing  documents or taking any other action
          in connection with any commenced or threatened  action,  proceeding or
          investigation,  including  reasonable  legal  fees and  disbursements,
          travel, and lodging costs;

     (ii) any amounts reasonably paid in settlement of any action, proceeding or
          investigation;

     (iii)any amounts paid to satisfy a judgment or penalty,  including interest
          and costs; and

     (iv) all costs charges and expenses  reasonably incurred by the Indemnitees
          in  establishing  their  right  to be  indemnified  pursuant  to  this
          Agreement.

14.4 If the  Indemnitees  or any one of them are  required  to  include in their
income, or in the income of the estate of the Executive,  any payment made under
this  Section  14 for the  purpose  of  determining  income  tax  payable by the
Indemnitees or any of them or the estate, the Company shall pay an amount by way
of indemnity that will fully indemnify the Indemnitees or estate for the


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amount of all liabilities described in Section 14.2 and Section 14.3 and all
income taxes payable as a result of the receipt of the indemnity payment.

14.5 Upon receipt of a written request by the  Indemnitees  for  indemnification
under this Agreement (an "Indemnification  Notice"),  the Company will forthwith
apply to the Supreme  Court of British  Columbia for  approval of the  requested
indemnification,  will diligently  proceed to obtain such approval and will take
all other steps  necessary to provide the requested  indemnification  as soon as
practicable following receipt of the Indemnification Notice.

14.6 Any failure by the  Executive  in his  capacity as a director or officer of
the Company to comply with the provisions of the Act or the Memorandum, Articles
or  Bylaws of the  Company  will not  invalidate  any  indemnity  to which he is
entitled under this Agreement.

15.  RETURN OF PROPERTY

15.1 In the event of  termination of this  Agreement,  the Company agrees to pay
the Executive all arrears of compensation, and all out of pocket expenses owing,
up to and  including the effective  date of  termination,  upon receipt from the
Executive of (and the Executive agrees to deliver to the Company);

     (i)  any property of the Company which may be in the  possession or control
          of the Executive; and

     (ii) the repayment of any sums owed by the Executive to the Company.

16.  SURVIVAL

16.1 Notwithstanding the termination of this Agreement for any reason whatsoever
the  provisions of Sections 9, 10, 11 and 14 hereof and any other  provisions of
this Agreement  necessary to give efficacy  thereto shall continue in full force
and effect following such termination.

17.  NOTICE

17.1 Any notice or other  communication  (each a "Communication") to be given in
connection  with this  Agreement  shall be given in writing  and may be given by
personal delivery, by registered mail or by telecopier, addressed as follows:



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TO:        MDSI Mobile Data Solutions Inc.
           10271 Shellbridge Way
           Richmond, B.C. V6X 2W8
           Attn:             President
           Phone:            604-207-6000
           Fax:              604-207-6062

AND TO:    Verne Pecho
           3870 West 34th Avenue
           Vancouver, B.C.
           V6N 2L3
           Phone:            604-263-9582


     or at such other address or telecopier number as shall have been designated
by  Communication  by either  party to the  other.  Any  Communication  shall be
conclusively deemed to be received,  if given by personal delivery,  on the date
and at the time of actual delivery  thereof and, if given by registered mail, on
the fifth day  following  the date of mailing,  if given by  telecopier,  on the
business  day  following  the  transmittal  thereof.  If the  party  giving  any
Communication  knows or ought  reasonably  to know of any  actual or  threatened
interruptions  of the mails,  such  Communication  shall not be sent by mail but
shall be given by personal delivery or telecopier.

18.  ENTIRE AGREEMENT

18.1 Any other previous agreements,  written or oral, between the parties hereto
relating to the employment of the Executive by the Company are hereby terminated
and  cancelled  and each of the  parties  hereto  hereby  releases  and  forever
discharges the other party hereto of and from all manner of actions,  causes and
demands  whatsoever  under or in respect of any such agreement.  This Agreement,
together  with  the  Plans  and  Programmes  which  are by  reference  expressly
incorporated  into it,  constitutes  and  expresses  the whole  agreement of the
parties hereto with reference to the employment of the Executive by the Company,
and with  reference  to any of the  matters or things  herein  provided  for, or
herein before  discussed or mentioned  with  reference to such  employment;  all
promises,  representations,  and  understandings  relative  thereto being merged
herein.

19.  AMENDMENTS AND WAIVERS

19.1 No amendment to this  Agreement  shall be valid or binding unless set forth
in writing and duly  executed by both of the  parties  hereto.  No waiver or any
breach of any by the party  purporting  to give the same and,  unless  otherwise
provided  in the  written and signed  waiver,  shall be limited to the  specific
breach waived.



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20.  BENEFITS OF AGREEMENT

20.1 The  provisions  of this  Agreement  shall  enure to the  benefit of and be
binding upon the legal  representatives  of the Executive and the successors and
assigns of the Company respectively.

21.  SEVERABILITY

21.1 If any provision of this  Agreement is deemed to be void or  unenforceable,
in whole or in part,  it shall not be deemed to affect or impair the validity or
any other  provision  hereby  declared and agreed to be severable  from each and
every other section,  subsection or provision hereof and to constitute  separate
and distinct covenants. The Executive hereby agrees that all restrictions herein
are reasonable and valid and all defences to the strict  enforcement  thereof by
the Company are hereby waived by the Executive.

22.  GOVERNING LAW

22.1 This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of British  Columbia.  The Company and the Executive hereby
irrevocably  attorn to the jurisdiction of the courts of the Province of British
Columbia, exclusively.

23.  COPY OF AGREEMENT

23.1 The Executive hereby acknowledges  receipt of a copy of this Agreement duly
signed by the Company.


IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written:SIGNED, SEALED AND DELIVERED by ) VERNE PECHO ) in the
presence of:                         )
                                     )
/s/ M. Greg Beniston                 )
----------------------------         )  /s/ Verne Pecho
Witness                              )  ------------------------------------
                                     )           VERNE PECHO
Barrister & Solicitor                )
10271 Shellbridge Way                )
Richmond, BC V6X 2W8                 )
Tel: (604) 287-6000                  )
Fax: (604) 207-6060                  )
----------------------------         )
Address                              )
                                     )
----------------------------         )
Occupation                           )


MDSI MOBILE DATA SOLUTIONS INC.


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


<PAGE>

                                  Schedule "A"

            Job Description: Vice President, Finance & Administration
                          and Chief Financial Officer

Purpose:

To establish short-term and long-range objectives, plans and policies subject to
the approval of the President and Chief Executive Officer.  To direct all aspect
of the Company's financial operations,  including accounting,  tax, treasury and
administrative  operations,  to monitor the  performance of such  activities and
ensure objectives are met.

Duties and Responsibilities:

Develop corporate goals,  objectives and strategies for the Company's  financial
operations  in  accordance   with  direction  from  the  Company.   Directs  and
coordinates  Company's  financial staff so that their activities are carried out
in an integrated manner consistent with the overall corporate objective.

Assist in the  development of corporate  policies in conjunction  with Company's
executive team.

Establishes accountability and authority for subordinate executives and monitors
their  performance  in  execution  of  business  plans,  financial  results  and
organizational objectives. Take corrective action as required.

Implements on a continuous basis an  organizational  structure and staffing plan
that meets the on-going operational needs of the Company.

Represents the Company in important  external business  relationships with major
clients,  strategic  partners  and the  financial  community  as directed by the
Company from time to time.

The above outlines essential responsibilities and activities and is not intended
to be an exhaustive list.  Depending on Company's  requirements other duties may
be assigned.