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                                                                     EXHIBIT 5.1

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

      THIS AGREEMENT is made as of December 10, 2004 by EMS Technologies Canada,
Ltd. ("EMS Canada") in favour of Bank of America, National Association (Canada
branch), as Canadian collateral agent for the Lenders in connection with the
Credit Agreement as defined below (the "the Secured Party").

      WHEREAS EMS Canada has entered into a credit agreement made as of December
10, 2004 with Bank of America, National Association (Canada branch) (in its
capacity as Canadian administrative agent and funding agent for the Lenders),
the lenders party thereto from time to time (the "Lenders") and EMS
Technologies, Inc. (as amended, supplemented, restated or replaced from time to
time, the "Credit Agreement");

      AND WHEREAS EMS Canada has agreed to grant to the Secured Party a security
interest in EMS Canada's intellectual property and other related assets by
entering into this agreement (as amended, supplemented, restated or replaced
from time to time, this "Security Agreement");

      NOW THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), EMS Canada covenants,
acknowledges, represents and warrants as follows:

1.    INTERPRETATION

            Capitalized terms used but not defined in this Security Agreement
shall have the meanings set out in the Credit Agreement. In this Security
Agreement:

      "COLLATERAL" means all Intellectual Property and all Records with respect
      thereto and the Proceeds thereof, wherever located, and any item or part
      thereof;

      "CONFIDENTIAL INFORMATION" means trade secrets, confidential information
      and confidential know-how which EMS Canada now or hereafter owns or in
      which EMS Canada now or hereafter has an interest. Confidential
      Information includes, without limitation, the following:

            (i)   all unpatented inventions;

            (ii)  all customer and supplier lists;

            (iii) all unpublished studies and data, prototypes, drawings, design
                  and construction specifications and production, operating and
                  quality control manuals;

            (iv)  all marketing strategies and business plans;

            (v)   all current or proposed business opportunities; and

            (vi)  all documents, materials and media embodying other items of
                  Confidential Information;

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      "COPYRIGHTS" means all copyrights that EMS Canada now or hereafter owns or
      in which EMS Canada now or hereafter has an interest including, without
      limitation, all copyrights in the works listed on Schedule "A". Copyrights
      include, without limitation, all registrations and applications that have
      been or shall be made or filed in the Canadian Copyright Office or any
      similar office in any country in the world and all records thereof and all
      reissues, extensions or renewals thereof.

      "DESIGNS" means all industrial designs, design patents and other designs
      that EMS Canada now or hereafter owns or in which EMS Canada now or
      hereafter has an interest including, without limitation, all industrial
      designs, design patents and other designs listed on Schedule "B". Designs
      include, without limitation, all registrations and applications that have
      been or shall be made or filed in the Canadian Industrial Design Office or
      any similar office in any country in the world and all records thereof and
      all reissues, extensions or renewals thereof.

      "INTELLECTUAL PROPERTY" means Confidential Information, Copyrights,
      Designs, Licence Agreements, Patents, Software and Trade-marks;

      "LICENCE AGREEMENTS" means the Licensor Licence Agreements and the
      Licensee Licence Agreements;

      "LICENSEE LICENCE AGREEMENTS" means all agreements under which EMS Canada
      has obtained or hereafter obtains rights or an option to acquire rights to
      use any intellectual property owned by a third party including, without
      limitation, those agreements listed on Schedule "C";

      "LICENSOR LICENCE AGREEMENTS" means all agreements under which EMS Canada
      has granted or hereafter grants to a Person rights or an option to acquire
      rights to use any Intellectual Property including, without limitation,
      those agreements listed on Schedule "D";

      "MATERIAL INTELLECTUAL PROPERTY" means the Intellectual Property the
      absence or loss of use which could reasonably be expected to have a
      Material Adverse Effect.

      "OBLIGATIONS" has the meaning assigned in the Credit Agreement;

      "PATENTS" means all letters patent of invention and all applications for
      letters patent, renewals, reissues, extensions, divisions, continuations
      and continuations-in-part thereof which EMS Canada now or hereafter owns
      or in which EMS Canada now or hereafter has an interest including, without
      limitation, all letters patent, applications, renewals, reissues,
      extensions, divisions, continuations and continuations-in-part thereof
      listed on Schedule "E". Patents include, without limitation, all
      registrations and applications that have been or shall be made or filed in
      the Canadian Patent Office or any similar office in any country in the
      world and all records thereof and all reissues, extensions or renewals
      thereof.

      "PERSON" is to be broadly interpreted and shall include an individual, a
      corporation, a limited liability company, an unlimited liability company,
      a partnership, a trust, an incorporated organization, a joint venture, the
      government of a country or any political

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      subdivision of a country, or an agency or department of any such
      government, and the executors, administrators or other legal
      representatives of an individual in such capacity;

      "PPSA" means the Personal Property Security Act of the Province of
      Ontario;

      "PROCEEDS" means all fixtures, accounts, chattel paper, documents of
      title, instruments, money, securities, proceeds, earnings, income,
      royalties, rents, issues, profits and personal property in any form
      derived directly or indirectly from any dealing with or use of any item or
      part of the Collateral, or that indemnifies or compensates for such
      property destroyed, damaged, infringed upon or used without authorization
      and proceeds of Proceeds whether or not of the same type, class or kind as
      the original Proceeds, and any item or part thereof;

      "RECORDS" means:

            (i)    all copies and representations of Intellectual Property in
                   any form now known or in the future developed or discovered
                   including, without limitation, those on paper, magnetic and
                   optical media, and all working papers, notes, charts,
                   drawings, materials and diagrams created in the process of
                   developing the Intellectual Property;

            (ii)   all books, accounts, invoices, letters, papers, security
                   certificates, documents and other records in any form
                   evidencing or relating in any way to the Collateral;

            (iii)  all contracts, securities, instruments and other rights and
                   benefits in respect of the Collateral; and

            (iv)   any item or part of any of the preceding;

      "SCHEDULE" means any schedule attached to this Security Agreement and all
      such schedules shall form part of this Security Agreement.

      "SECURITY INTEREST" has the meaning set forth in Section 2(a) hereof;

      "SOFTWARE" means all computer programs and databases in whatever form and
      on whatever medium those programs or databases are expressed, fixed,
      embodied or stored from time to time, and the copyright therein which EMS
      Canada now or hereafter owns or in which EMS Canada now or hereafter has
      an interest in, including, without limitation, those listed on Schedule
      "F". Software includes both the object code and source code versions of
      each such program and all corrections, updates, enhancements,
      translations, modifications, adaptations and new versions thereof together
      with both the media upon or in which such software and databases are
      expressed, fixed, embodied or stored (such as disks, diskettes, tapes and
      semiconductor chips) and all flow charts, manuals, instructions,
      documentation and other material relating thereto; and

      "TRADE-MARKS" means all trade-marks that EMS Canada now or hereafter owns
      or in which EMS Canada now or hereafter has an interest, including,
      without limitation, those listed on Schedule "G". Trade-marks include,
      without limitation, the following:

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            (v)    trade-marks, both registered and unregistered;

            (vi)   designs, logos, indicia, trade-names, corporate names,
                   company names, business names, trade styles and other source
                   or business identifiers;

            (vii)  fictitious characters; and

            (viii) all registrations and applications that have been or shall be
                   made or filed in the Canadian Trade-marks Office or any
                   similar office in any country in the world and all records
                   thereof and all reissues, extensions, or renewals thereof.

Words and phrases defined in the PPSA and used without initial capitals in this
Security Agreement and the terms "instrument" and "chattel paper" have the
meanings assigned to them in the PPSA, unless the context otherwise requires.

2.    GRANT OF SECURITY INTEREST

      (a)   As general and continuing security for the due payment and
            performance of all Obligations, EMS Canada grants to the Secured
            Party, by way of charge, a security interest (the "Security
            Interest") in the Collateral;

      (b)   the last day of the term of each licence granted to EMS Canada
            pursuant to the Licensee Licence Agreements shall be excepted from
            the Security Interest and shall not form part of the Collateral. EMS
            Canada shall stand possessed of that day in trust to assign and
            dispose of it as the Secured Party directs; and

      (c)   if the granting of the Security Interest would result in a default
            under any contract forming part of the Collateral, then the
            attachment of the Security Interest to such contract shall be
            postponed until the earlier of (a) such time as EMS Canada is able
            to obtain, using reasonable efforts, the consent of the other
            parties to such contract to the granting of the Security Interest
            and (b) the occurrence of a default, under such contract and until
            the earlier of (a) and (b) EMS Canada shall stand possessed of such
            contract and shall hold it in trust to assign the same or dispose of
            the same to any person as requested by the Secured Party. In order
            that the full value of all such contracts may be realized for the
            benefit of the Secured Party, EMS Canada shall at its expense and at
            the request of the Secured Party from time to time, take all such
            action and do or cause to be done all such things as shall, in the
            reasonable opinion of the Secured Party, be necessary or proper in
            order that all such contracts shall enure to the benefit of the
            Secured Party.

3.    REPRESENTATIONS AND WARRANTIES

            EMS Canada represents and warrants to and in favour of the Secured
Party as follows:

      (a)   to the extent that any of the Schedules have been completed, they
            contain complete and accurate lists of the Material Intellectual
            Property of the type described in the applicable Schedule;

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      (b)   all applications, registrations and grants for any of the Material
            Intellectual Property, including as identified in the Schedules, are
            subsisting and are in good standing, and all required filings with
            any governmental intellectual property office have been made and all
            required filing, registration, maintenance and other fees have been
            paid and, to the knowledge of EMS Canada, all applications and
            registrations and grants of any of the Material Intellectual
            Property are valid;

      (c)   to the knowledge of EMS Canada, the use of any of the Material
            Intellectual Property by EMS Canada does not contravene any law or
            violate or infringe upon the rights of any Person, and no such claim
            has been made, except for those Trade-marks identified by an
            asterisk in Schedule "G", which are subject to opposition
            proceedings pursuant to the Trade-marks Act;

      (d)   except for rights granted under Licensor Licence Agreements, rights
            retained by any licensor under Licensee Licence Agreements, Liens
            granted to the Secured Party and Permitted Encumbrances, EMS Canada
            is the sole legal and beneficial owner of the Material Intellectual
            Property free and clear of all Encumbrances.

The Secured Party has relied upon each such representation and warranty
notwithstanding any investigation the Secured Party may have made.

4.    COVENANTS

      (a)   EMS Canada shall use the Collateral and conduct its business in a
            proper and efficient manner so as to preserve and protect the
            Collateral, provided that it is acknowledged and agreed that EMS
            Canada is under no obligation to use or continue to use any Material
            Intellectual Property if it determines that such Material
            Intellectual Property is no longer commercially beneficial in the
            normal conduct of its business;

      (b)   to the extent it is commercially reasonable, EMS Canada shall duly
            comply with all requirements of any governmental authority
            applicable to any Collateral or its use and with all covenants,
            terms or conditions upon which any Collateral is held or used;

      (c)   EMS Canada shall at all times do, execute, acknowledge and deliver
            or cause to be done, executed, acknowledged and delivered all such
            further acts, deeds, transfers, assignments, agreements and
            assurances as the Secured Party may reasonably require in order to
            give effect to the provisions of this Security Agreement;

      (d)   EMS Canada shall notify the Secured Party in writing:

            (i)   forthwith of any loss of or damage to any Material
                  Intellectual Property or to any Collateral that could
                  reasonably be expected to have a Material Adverse Effect;

            (ii)  forthwith of the failure of any account debtor or licensee to
                  pay any amount or perform any obligations due to EMS Canada in
                  respect of the

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                  Collateral, provided such failure could reasonably be expected
                  to have a Material Adverse Effect;

            (iii) forthwith of any action or proceeding, including, without
                  limitation, any proceeding before any court, administrative
                  board or other tribunal, which, if determined adversely to it,
                  could reasonably be expected to have a Material Adverse Effect
                  on the financial condition of EMS Canada, any Collateral or
                  EMS Canada's rights in any Collateral; and

            (iv)  on December 10th each year and provide updated versions of the
                  Schedules, including all changes to the Material Intellectual
                  Property and License Agreements, including additional Material
                  Intellectual Property in which EMS Canada thereafter has
                  rights;

      (e)   EMS Canada shall:

            (i)   protect, defend and maintain the ownership, validity and
                  enforceability of the Material Intellectual Property, provided
                  that it is acknowledged and agreed that it is under no
                  obligation to use or continue to use any Material Intellectual
                  Property if it determines that such Material Intellectual
                  Property is no longer commercially beneficial in the normal
                  conduct of its business, or to pursue infringers or violators
                  of the Intellectual Property if in its reasonable judgment it
                  would not be commercially prudent to do so and the ownership,
                  validity and enforceability of the Material Intellectual
                  Property is not otherwise at risk;

            (ii)  in accordance with its prudent business judgment, apply to
                  register (to the extent registrable) with the Canadian
                  Intellectual Property Office any unregistered Material
                  Intellectual Property and any additional Material Intellectual
                  Property developed or acquired by it from time to time;

            (iii) cause Persons who have access to the Confidential Information
                  to enter into non-disclosure agreements in a form acceptable
                  to the Secured Party, acting reasonably;

            (iv)  ensure that Licence Agreements executed by EMS Canada
                  adequately protect, in its reasonable business judgment, EMS
                  Canada's rights in the subject Intellectual Property;

            (v)   perform its obligations under Licence Agreements;

            (vi)  commence and prosecute, at its own expense, such suits,
                  proceedings or other actions for infringement, passing off,
                  unfair competition, dilution or other damage as are in its
                  reasonable business judgment necessary to protect the
                  Collateral;

            (vii) diligently, at its own expense, enforce its rights under any
                  agreements which, in its reasonable business judgment, enhance
                  the value of and/or protect the Collateral;

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      (f)   EMS Canada shall, on request from the Secured Party, put all source
            code for the Software owned by it in escrow with an escrow agent
            acceptable to the Secured Party under a software escrow agreement
            acceptable to the Secured Party acting reasonably;

      (g)   EMS Canada shall not, without the prior written consent of the
            Secured Party, enter into any further material Licence Agreements
            except in the ordinary course of business or if the entering into of
            such Licence Agreement by EMS Canada would not reasonably be
            expected to have a Material Adverse Effect; and

      (h)   EMS Canada appoints any officer or director or branch manager of the
            Secured Party to be its attorney in accordance with the Powers of
            Attorneys Act (Ontario) with full power of substitution and to do on
            EMS Canada's behalf anything that EMS Canada can lawfully do by an
            attorney to register and otherwise perfect the Security Interest in
            the Collateral and, after default (as that term is defined in
            Section 6 below), to preserve and protect the Collateral and to
            carry out EMS Canada's obligations under this Security Agreement.
            This power of attorney is coupled with an interest and is
            irrevocable until the release or discharge of the Security Interest.

5.    INDEMNITY

      (a)   EMS Canada agrees to indemnify, reimburse and hold the Secured Party
            and the Lenders, and their respective successors, assigns,
            employees, officers, directors, affiliates, agents and servants
            (hereinafter in this Section referred to individually as an
            "Indemnitee," and, collectively, as "Indemnitees") harmless from any
            and all liabilities, obligations, losses, damages, injuries,
            penalties, claims, demands, actions, suits, judgments and any and
            all costs, expenses or disbursements (including reasonable
            attorneys' fees and expenses) (for the purposes of this Section the
            foregoing are collectively called "expenses") of whatsoever kind and
            nature imposed on, asserted against or incurred by any of the
            Indemnitees in any way relating to or arising out of this Agreement,
            any other Loan Documents or any other document executed in
            connection herewith or therewith or in any other way connected with
            the administration of the transactions contemplated hereby or
            thereby or the enforcement of any of the terms of, or the
            preservation of any rights under any thereof, or in any way relating
            to or arising out of the manufacture, ownership, ordering, purchase,
            delivery, control, acceptance, lease, financing, possession,
            operation, condition, sale, return or other disposition, or use of
            the Collateral (including, without limitation, latent or other
            defects, whether or not discoverable), including the violation by
            EMS Canada of the laws of any country, state or other governmental
            body or unit, any tort (including, without limitation, claims
            arising or imposed under the doctrine of strict liability, or for or
            on account of injury to or the death of any Person (including any
            Indemnitee), or property damage), claim that the Intellectual
            Property infringes or violates any third party rights, or contract
            claim; provided that such indemnity shall not, as to any Indemnitee,
            be available to the extent that such losses, claims, damages,
            liabilities or related expenses (i) are determined by a court of
            competent jurisdiction by final and nonappealable judgment to have
            resulted from the gross negligence or wilful misconduct of such
            Indemnitee or (ii) result from a claim brought by EMS

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            Canada against an Indemnitee for a material breach of such
            Indemnitee's obligations hereunder, if EMS Canada has obtained a
            final and nonappealable judgment in its favour on such claim as
            determined by a court of competent jurisdiction. EMS Canada agrees
            that upon written notice by any Indemnitee of the assertion of such
            a liability, obligation, loss, damage, injury, penalty, claim,
            demand, action, suit or judgment, EMS Canada shall assume full
            responsibility for the defense thereof. Each Indemnitee agrees to
            use its commercially reasonable efforts to promptly notify EMS
            Canada of any such assertion of which such Indemnitee has knowledge.

      (b)   Without limiting the application of subsection (a) above, EMS Canada
            agrees to pay, or reimburse the Secured Party for any and all
            reasonable fees, costs and expenses of whatever kind or nature
            incurred in connection with the creation, preservation or protection
            of the Secured Party's security interest in the Collateral,
            including, without limitation, all fees and taxes in connection with
            the recording or filing of instruments and documents in public
            offices, payment or discharge of any taxes or Liens upon or in
            respect of the Collateral, premiums for insurance with respect to
            the Collateral and all other reasonable fees, costs and expenses in
            connection with protecting, maintaining or preserving the Collateral
            and the Secured Party's interest therein, whether through judicial
            proceedings or otherwise, or in defending or prosecuting any
            actions, suits or proceedings arising out of or relating to the
            Collateral.

      (c)   Without limiting the application of subsections (a) or (b) above,
            the EMS Canada agrees to pay, indemnify and hold each Indemnitee
            harmless from and against any loss, costs, damages and expenses
            which such Indemnitee may suffer, expend or incur in consequence of
            or growing out of any material misrepresentation by EMS Canada in
            this Agreement, any other Loan Document or in any writing
            contemplated by or made or delivered pursuant to or in connection
            with this Agreement or any other Loan Document.

      (d)   If and to the extent that the obligations of EMS Canada under this
            Section are unenforceable for any reason, EMS Canada hereby agrees
            to make the maximum contribution to the payment and satisfaction of
            such obligations which is permissible under applicable law. This
            Section 5 shall survive the termination of this Agreement.

6.    DEFAULT

            The happening of an Event of Default, as defined in the Credit
Agreement, shall constitute a default hereunder and shall be referred to
hereafter as a "default".

7.    REMEDIES

      (a)   On or after the occurrence and during the continuance of any Event
            of Default, (i) any or all of the Obligations will at the option of
            the Secured Party become immediately due and payable or be subject
            to immediate performance, as the case may be, without presentment,
            protest or notice of dishonour, all of which are expressly waived;
            (ii) the obligation, if any, of the Secured Party to extend further

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            credit to EMS Canada will cease; (iii) any or all security granted
            hereby will, at the option of the Secured Party, become immediately
            enforceable; and (iv) in addition to any right or remedy provided by
            law, the Secured Party will have the rights and remedies set out
            below, all of which rights and remedies will be enforceable
            successively, concurrently or both:

            (i)    the Secured Party may by appointment in writing appoint a
                   receiver or receiver and manager (each herein referred to as
                   the "Receiver") of the Collateral (which term when used in
                   this Section 7(a)(i) will include the whole or any part of
                   the Collateral) and may remove or replace such Receiver from
                   time to time or may institute proceedings in any court of
                   competent jurisdiction for the appointment of a Receiver of
                   the Collateral; and the term "Secured Party" when used in
                   this Section 7(a)(i) will include any Receiver so appointed
                   and the agents, officers and employees of such Receiver; and
                   the Secured Party will not be in any way responsible for any
                   misconduct or negligence of any such Receiver;

            (ii)   the Secured Party may take possession of the Collateral and
                   require EMS Canada to assemble the Collateral and deliver or
                   make the Collateral available to the Secured Party at such
                   place or places as may be specified by the Secured Party
                   acting reasonably;

            (iii)  the Secured Party may take such steps as it considers
                   desirable to maintain, preserve or protect the Collateral;

            (iv)   the Secured Party may carry on or concur in the carrying on
                   of all or any part of the business of EMS Canada;

            (v)    the Secured Party may enforce any rights of EMS Canada in
                   respect of the Collateral by any manner permitted by law;

            (vi)   the Secured Party may sell, lease or otherwise dispose of the
                   Collateral at public auction, by private tender, by private
                   sale or otherwise either for cash or upon credit upon such
                   terms and conditions as the Secured Party may determine and
                   without notice to EMS Canada unless required by law;

            (vii)  the Secured Party may accept the Collateral in satisfaction
                   of the Obligations upon notice to EMS Canada of its intention
                   to do so in the manner required by law;

            (viii) subject to Applicable Law, the Secured Party may, for any
                   purpose specified herein, borrow money on the security of the
                   Collateral in priority to the security interest, assignment
                   and mortgage and charge granted by this Security Agreement;

            (ix)   the Secured Party may enter upon, occupy and use all or any
                   of the premises, buildings and plants occupied by EMS Canada
                   and use all or any of the equipment and other personal
                   property of EMS Canada for such time as the Secured Party
                   requires to facilitate the realization of the

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                   Collateral, free of charge, and the Secured Party will not be
                   liable to EMS Canada for any neglect in so doing or in
                   respect of any rent, charges, depreciation or damages in
                   connection with such actions;

            (x)    the Secured Party may charge on its own behalf and pay to
                   others all reasonable amounts for expenses incurred and for
                   services rendered in connection with the exercise of the
                   rights and remedies of the Secured Party hereunder,
                   including, without limiting the generality of the foregoing,
                   reasonable legal, Receiver and accounting fees and expenses,
                   and in every such case the amounts so paid together with all
                   costs, charges and expenses incurred in connection therewith,
                   including interest thereon at such rate as the Secured Party
                   deems reasonable, will be added to and form part of the
                   Obligations hereby secured; and

            (xi)   the Secured Party may discharge any claim, lien, mortgage,
                   charge, security interest, encumbrance or any rights of
                   others that may exist or be threatened against the
                   Collateral, and in every such case the amounts so paid
                   together with costs, charges and expenses incurred in
                   connection therewith will be added to the Obligations hereby
                   secured.

      (b)   The Secured Party may (i) grant extensions of time, (ii) take and
            perfect or abstain from taking and perfecting security, (iii) give
            up securities, (iv) accept compositions or compromises, (v) grant
            releases and discharges, and (vi) release any part of the Collateral
            or otherwise deal with EMS Canada, debtors of EMS Canada, sureties
            and others and with the Collateral and other security as the Secured
            Party sees fit without prejudice to the liability of EMS Canada to
            the Secured Party or the Secured Party's rights hereunder.

      (c)   The Secured Party will not be liable or responsible for any failure
            to seize, collect, realize, or obtain payment with respect to the
            Collateral and is not bound to institute proceedings or to take
            other steps for the purpose of seizing, collecting, realizing or
            obtaining possession or payment with respect to the Collateral or
            for the purpose of preserving any rights of the Secured Party, EMS
            Canada or any other person, in respect of the Collateral.

      (d)   The Secured Party may apply any proceeds of realization of the
            Collateral to payment of expenses in connection with the
            preservation and realization of the Collateral as above described
            and the Secured Party may apply any balance of such proceeds to
            payment of the Obligations in such order as the Secured Party sees
            fit. If there is any surplus remaining, the Secured Party may pay it
            to any person having a claim thereto in priority to EMS Canada of
            whom the Secured Party has knowledge and any balance remaining must
            be paid to EMS Canada. If the disposition of the Collateral fails to
            satisfy the Obligations secured by this Security Agreement and the
            aforesaid expenses, EMS Canada will be liable to pay any deficiency
            to the Secured Party forthwith on demand.

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8.    EMS CANADA REMAINS LIABLE

      (a)   EMS Canada shall perform all of its duties and obligations under all
            License Agreements unless EMS Canada not doing so would not
            reasonably be expected to have a Material Adverse Effect.

      (b)   In no event shall the Secured Party have any obligation or liability
            under the Licence Agreements by reason of this Security Agreement,
            nor shall the Secured Party be obliged to perform any of the
            obligations or duties of EMS Canada thereunder or to take any action
            to collect or enforce any claim for payment assigned hereunder. The
            rights and powers conferred on the Secured Party hereunder are
            solely to protect its interest in the Collateral and shall not
            impose any duty upon it to exercise any such powers.

9.    MISCELLANEOUS

      (a)   No delay or omission by the Secured Party in exercising any right or
            remedy hereunder or with respect to any Obligations shall operate as
            a waiver thereof or of any other right or remedy, and no single or
            partial exercise thereof shall preclude any other or further
            exercise thereof or the exercise of any other right or remedy.
            Furthermore, the Secured Party may remedy any default by EMS Canada
            hereunder or with respect to any Obligations in any reasonable
            manner without waiving the default remedied and without waiving any
            other prior or subsequent default by EMS Canada. All rights and
            remedies of the Secured Party granted or recognized herein are
            cumulative and may be exercised at any time and from time to time
            independently or in combination;

      (b)   the headings used in this Security Agreement are for convenience
            only and are not to be considered a part of this Security Agreement
            and do not in any way limit or amplify the terms and provisions of
            this Security Agreement;

      (c)   when the context so requires, the singular number shall be read as
            if the plural were expressed and the provisions hereof shall be read
            with all grammatical changes necessary dependent upon the person
            referred to being a male, female, firm or corporation;

      (d)   the Security Interest created hereby is intended to attach when this
            Security Agreement is signed by EMS Canada and delivered to the
            Secured Party;

      (e)   the Secured Party may grant extensions of time and other
            indulgences, take and give up security, accept compositions,
            compound, compromise, settle, grant releases and discharges and
            otherwise deal with EMS Canada, debtors of EMS Canada, sureties and
            others and with Collateral and other security as the Secured Party
            may see fit without prejudice to the liability of EMS Canada or the
            Secured Party's right to hold and realize the Security Interest.
            Furthermore, the Secured Party may demand, collect and sue on
            Collateral in either EMS Canada's or the Secured Party's name, at
            the Secured Party's option, and may endorse EMS Canada's name on any
            and all cheques, commercial paper and any other Instruments
            pertaining to or constituting Collateral;

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                                     - 12 -

      (f)   notice to be given under this Security Agreement shall be given and
            received in accordance with the Credit Agreement;

      (g)   this Security Agreement shall be governed by and interpreted in
            accordance with the laws of the Province of Ontario and the laws of
            Canada applicable therein and each of the parties irrevocably
            attorns to the non-exclusive jurisdiction of the courts of Ontario;

      (h)   EMS Canada hereby acknowledges receipt of a copy of this Security
            Agreement;

      (i)   any provision of this Security Agreement which is or becomes
            prohibited or unenforceable in any relevant jurisdiction shall not
            invalidate or impair the remaining provisions hereof which shall be
            deemed severable from such prohibited or unenforceable provision and
            any such prohibition or unenforceability in any such jurisdiction
            shall not invalidate or render unenforceable such provision in any
            other jurisdiction;

      (j)   EMS Canada hereby acknowledges that the Secured Party may record a
            confirmation of this Security Agreement, in the form attached hereto
            as Schedule "H" (the "Confirmation of Security Agreement"),
            including, without limitation, in any government offices in any
            jurisdiction worldwide, and in such event it will be available to
            the public for inspection. EMS Canada shall cooperate with and
            assist the Secured Party, as requested by the Secured Party, with
            respect to any recordal of or relating to the Confirmation of
            Security Agreement, which the Secured Party deems appropriate; and

      (k)   This Agreement has been entered into pursuant to the provisions of
            the Credit Agreement and is subject to all the terms and conditions
            thereof and, if there is any conflict or inconsistency between the
            provisions of this Agreement and the provisions of the Credit
            Agreement, the rights and obligations of the parties will be
            governed by the provisions of the Credit Agreement.

<PAGE>

                                     - 13 -

IN WITNESS WHEREOF EMS Canada has executed this Security Agreement as of the
date first above referenced.

                                               EMS TECHNOLOGIES CANADA, LTD.

                                               By: __________________________
                                                   Name:
                                                   Title:

                                               By: __________________________
                                                   Name:
                                                   Title:

<PAGE>

                                  SCHEDULE "A"

                                   COPYRIGHTS

<PAGE>

                                  SCHEDULE `B'

                                     DESIGNS

<TABLE>
<CAPTION>
                                   APPLICATION
DESIGN          STATUS               NO./DATE       REGISTRATION NO./DATE
------          ------             -----------      ---------------------
<S>             <C>                <C>              <C>
------          ------             -----------      ---------------------
</TABLE>

<PAGE>

                                  SCHEDULE "C"

                           LICENSEE LICENCE AGREEMENTS

<PAGE>

                                  SCHEDULE "D"

                           LICENSOR LICENCE AGREEMENTS

<PAGE>

                                  SCHEDULE `E'

                                     PATENTS

<PAGE>

                                  SCHEDULE "F"

                                    SOFTWARE

<PAGE>

                                  SCHEDULE "G"

                                   TRADE-MARKS

<TABLE>
<CAPTION>
       TRADE-MARK
(* INDICATES OPPOSITION)       STATUS           APPLICATION NO./DATE         REGISTRATION NO./DATE
------------------------       ------           --------------------         ----------------------
<S>                            <C>              <C>                          <C>
------------------------       ------           --------------------         ----------------------
------------------------       ------           --------------------         ----------------------
</TABLE>

<PAGE>

                                  SCHEDULE "H"

                       CONFIRMATION OF SECURITY AGREEMENT

BACKGROUND:

(A) EMS TECHNOLOGIES CANADA, LTD., of -, a corporation existing under the laws
of the Province of - (the "BORROWER"), is the owner of (i) the trade-marks,
registrations and applications for trade-marks set forth in Schedule "A", the
underlying goodwill associated with the business in association with which such
trade-marks are used (collectively, the "TRADE-MARKS") and (ii) the inventions,
patent applications and patents in relation thereto set forth in Schedule "B"
(collectively, the "PATENTS");

(B) Pursuant to a Credit Agreement, dated as of -, 2004, (as amended, amended
and restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), amongst the Borrower and the Bank of America, National Association
(Canada branch), in its capacity as Canadian administrative agent and funding
agent for the Lenders) (the "SECURED PARTY"), the lenders party thereto from
time to time (the "Lenders") and EMS Technologies, Inc., the Secured Party has
agreed to make available to or for the account of the Borrower certain financial
accommodations as specified therein.

(C) In accordance with its obligations under the Credit Agreement, the Borrower
entered into an Intellectual Property Security Agreement, dated -, 2004 (the "IP
SECURITY AGREEMENT") pursuant to which the Borrower granted a security interest
in and to, inter alia, the Trademarks and Patents to the Secured Party in order
to secure the payment and performance of its Obligations described therein.

      NOW THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower hereby confirms the grant under the
IP Security Agreement to the Secured Party of the security interest in and to
the Trademarks and Patents.

      DATED at _______________________ this _______ day of December, 2004.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

                                               EMS TECHNOLOGIES CANADA, LTD.

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                               By: _____________________________
                                                   Name:
                                                   Title: