Exhibit 4.17
 EMPLOYMENT AGREEMENT
AMENDED AND RESTATED
 th
  Term of Employment
 Position and Duties
 Place of Employment
 Compensation and Benefits
 Base Salary and Commission
 
 *
    
    Certain information in this exhibit has been omitted as confidential, as indicated by [***]. This
information has been filed separately with the Commission.




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-2- Stock Options
 Benefits
 Expenses
 Vacation
 Compensation Committee Approval
 Termination of Employment.
 Voluntary Termination.
 Cause.




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-3- provided, however and provided further
 Obligations of the Company Upon Termination.
   provided, however
 Confidentiality and Non-Disclosure.




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-4-  Non-Competition
 Non-Solicitation




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-5-  Company Ownership FIGHT BACK, Fighting Terrorism Liddy Style
 Injunctive Relief
 Security Clearances: SSA.




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-6-  Confidential Disclosure and Insider Trading.
    Code of Ethics.
 Notice




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-7-  
   
  Miscellaneous
 Survival
 Amendments and Waiver
 Withholding
 Severability of Provisions




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-8-  Headings
 Governing Law
 Counterparts
 Entire Agreement
  Employee
    
    
    
    CHI Systems Inc./s/ James Liddy
    
    
    
    /s/ Wayne Zachary




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SCHEDULE A
 POLICY RESPECTING CONFIDENTIALITY, DISCLOSURE AND TRADING BY  RESTRICTED PERSONS AND EMPLOYEES
 PART I CONFIDENTIALITY
 1.
    
    Purpose1.0
    
    The purpose of Part I of this Policy is to ensure that all employees and directors of OSI
Geospatial Inc. and its subsidiaries (the Company), regardless of country of residence,
treat confidential information in a consistent manner and in accordance with Canadian
securities laws.2.
    
    Confidential Information2.0
    
    Information respecting the Company is considered confidential information if its knowledge
would reasonably be expected to result in a significant change in the market price or value of
the Company securities, and such information has not been publicly disclosed (throughout this
Policy, Confidential Information).2.1
    
    Confidential Information includes information concerning the business operations or capital
of the Company.2.2
    
    It is to be recognized that information may be Confidential Information within the meaning of
this Policy at an earlier stage than the Company is required by applicable securities laws to
publicly disclose such information (for example at an earlier stage in the process of making a
major acquisition or negotiating a significant contract).2.3
    
    Where information is disseminated by the Company through a press release, that information is
not considered to be publicly disclosed until at least the close of one (1) complete business
day after the press release, and in circumstances where the information is not readily
accessible through the news media, that information may not be considered to be publicly
disclosed until up to a week.3.
    
    Safeguarding Confidentiality3.0
    
    The Company personnel may not discuss Confidential Information with any other persons
(whether or not Company personnel), except in the necessary course of business.3.1
    
    In addition, information disclosed by a customer, supplier or business associate to the
Company personnel, and identified as private or confidential, shall be protected from
disclosure to the same extent as would Confidential Information.3.2
    
    To protect Confidential Information from disclosure, the Company personnel:




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i)
    
    should not discuss Confidential Information in public places
where Confidential Information may be overheard (e.g., elevators, restaurants,
airplanes, taxicabs);ii)
    
    should not carry, read or discard Confidential Information in
an exposed manner in public places;iii)
    
    should not discuss Confidential Information with personal
friends or relatives; andiv)
    
    should not participate in discussions with other persons
respecting investments in the Company.
 3.3
    
    Before any meeting with other persons where Confidential Information may be disclosed, the
Company personnel shall advise the other persons that they must not divulge the Confidential
Information other than in the necessary course of business, or trade in the Company securities
until the Confidential Information is generally disclosed.3.4
    
    When so required by a supervisor, the Company personnel will take such additional steps as
may be necessary to protect Confidential Information from disclosure, including keeping filing
cabinets locked, referring to specified matters only by a code name and limiting access to the
word processing system.3.5
    
    All inquiries from the media shall be referred to the Chief Executive Officer (CEO) (or such
other person as may be designated from time to time to perform the role of such officer under
this Policy by the CEO) for response by designated spokespersons.3.6
    
    All inquiries from securities analysts or institutional investors shall be referred to the
CEO (or such other person as may be designated from time to time to perform the role of such
officer under this Policy by the CEO) for response by designated spokespersons.4.
    
    Sanctions4.0
    
    Failure to comply with the terms of this Part of the Policy will result in disciplinary
action, possibly including termination of employment.4.1
    
    Certain regulatory sanctions including fines, imprisonment and civil actions may be imposed
on individuals improperly disseminating Confidential Information.




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PART II DISCLOSURE
 1.
    
    Purpose1.0
    
    The purpose of Part II of this Policy is to ensure that all disclosure by the Company of
Confidential Information is conducted in a consistent manner and in accordance with Canadian
securities laws.2.
    
    Procedures for Determining Whether Information is Confidential Information2.0
    
    The CEO shall be responsible for ensuring that the determination of which information
constitutes Confidential Information shall be carried out in accordance with a consistent
procedure and in accordance with Canadian securities laws. To the extent the CEO deems
appropriate, such officer shall consult with outside legal advisers in discharging his
responsibilities under this Policy.3.
    
    Public Statements3.0
    
    The CEO shall be responsible for ensuring that disclosure of all information respecting the
Company, including Confidential Information required to be disclosed under Canadian securities
laws, shall be carried out in accordance with a consistent procedure and in accordance with
such laws.3.1
    
    Procedures governing the disclosure of Confidential Information required to be disclosed
shall provide that such disclosure shall be effected in accordance with the following
principles:
 i)
    
    Confidential Information should not be disclosed selectively;ii)
    
    information previously disclosed by the Company should be
updated if it has become misleading as a result of subsequent events; andiii)
    
    where Confidential Information is to be announced at a meeting
of analysts, the media or shareholders, or at a press conference, a
simultaneous general announcement respecting the Confidential Information must
be made by press release.
 3.2
    
    Public statements of policy will be made only by the Chief Executive Officer (CEO). All
press releases shall be pre-cleared with the CEO or, failing that, the Chairman of the Board.3.3
    
    Notice of a press release announcing Confidential Information shall be provided to the Market
Surveillance Branch of the Toronto Stock Exchange (the TSX)




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prior to its release (if press release to be issued during TSX trading hours) or
before trading begins (if issued outside TSX trading hours).3.4
    
    The CEO shall be responsible for maintaining a file containing all disclosure documents
prepared by the Company, including press releases, publicly released by the Company or other
documents filed with the securities regulatory authorities.4.
    
    Dealing with Analysts and the Media4.0
    
    All inquiries from securities analysts shall be referred to the CEO for response only by
designated spokespersons.4.1
    
    Disclosure at meetings with analysts or the media shall be limited to an explanation or
clarification of publicly available information and generally shall not refer to forecasts of
future financial results or events. A record should be kept of all matters discussed and
information disclosed at the meeting. To the greatest extent practicable, more than one
spokesperson from the Company should be present at each meeting with analysts or the media.
After such a meeting, if the spokespersons have any concerns regarding the information
disclosed, they should discuss the matter with the CEO.4.2
    
    It will continue to be a policy of the Company to review financial models and drafts of
analysts research reports for factual content only.5.
    
    Inadvertent Disclosure5.0
    
    In the event that any Confidential Information is inadvertently disclosed, general disclosure
of such Confidential Information shall be made immediately and such disclosure shall be
coordinated by the CEO or, failing that, the Chairman of the Board.6.
    
    Forward-looking Statements6.0
    
    It is the Companys policy generally not to provide forward-looking information to the
investment community. To the extent that such information is provided in Company disclosure
documents, all statements are to be accompanied by appropriate contingency and cautionary
language which has been approved by the CEO.7.
    
    Sanctions7.0
    
    Failure to comply with the terms of this Part of this Policy will result in disciplinary
action, possibly including termination of employment.




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7.1
    
    Certain regulatory sanctions including fines, imprisonment and civil actions may be imposed
on individuals contravening laws respecting the disclosure of Confidential Information.
 PART III TRADING BY RESTRICTED PERSONS AND EMPLOYEES
 1.
    
    Purpose1.0
    
    The purpose of Part III of this Policy is to ensure that all employees and directors of the
Company, regardless of country or residence, comply with Canadian securities laws.2.
    
    Definition of Restricted Person2.0
    
    A restricted person is generally defined, without regard to the individuals country of
residence, as including all directors, officers and other employees of the Company who are
regularly in possession of Confidential Information (Restricted Person).2.1
    
    The CEO shall be responsible for maintaining a list of all individuals who are Restricted
Persons and ensuring that each person who is a Restricted Person has been advised that he or
she is a Restricted Person for the purposes of this Policy.3.
    
    Prohibition on Trading by Employees with Confidential Information or Other Undisclosed
Material Information3.0
    
    The Company personnel, including Restricted Persons, may not, if that individual possesses
Confidential Information, directly or indirectly (e.g., via private holding company,
registered retirement savings plans or otherwise):
 i)
    
    buy or sell the Company securities;ii)
    
    buy or sell securities whose price or value may reasonably be
expected to be affected by changes in price of the Company securities;iii)
    
    grant or exercise the Company stock options, or, if applicable,
phantom stock plans or similar employee compensation mechanisms; oriv)
    
    buy or sell securities of another company in which the Company
proposes to invest or where the individual, in the course of employment with
the Company, becomes aware of undisclosed material information concerning that
other company.
 3.1
    
    In addition, the Company personnel are prohibited from engaging in any other action to take
advantage of, or pass on to others, such Confidential Information or




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undisclosed material information respecting another company, including buying or
selling, or recommending the buying or selling of, any assets of that company, in
reliance on such Confidential Information or undisclosed material information.3.2
    
    This prohibition also applies to trading by individuals who learn of Confidential Information
or undisclosed material information respecting another company from the Company personnel
(e.g., spouses, friends, relatives), who for the purposes of this Policy are responsible for
the trading by such individuals. It being understood that trading by such individuals would
also likely constitute a violation by them of applicable securities law relating to insider
trading.4.
    
    Prohibiting Restricted Persons from Trading During Black Out Periods and Other
Restrictions on Trading by Restricted Persons4.0
    
    To guard against trading by Restricted Persons before public release of quarterly financial
results or when the Company may be involved in a material undisclosed transaction (e.g.,
acquisition, public offering, significant contract negotiation) not known to the Restricted
Person, trading by Restricted Persons is prohibited during the following Black Out periods;
 i)
    
    Two weeks prior to the end of the first fiscal quarter (i.e. 14
February) until two (2) business days following the release of the first
quarter results;ii)
    
    Two weeks prior to the end of the second fiscal quarter (i.e.
16 May) until two (2) business days following the release of the second quarter
results;iii)
    
    Two weeks prior to the end of the third fiscal quarter (i.e. 17
August] until two (2) business days following the release of the third quarter
results; andiv)
    
    Two weeks prior to the fiscal year end (i.e. 16 November] until
two (2) business days after the audited annual statements for the year end have
been generally reviewed; andv)
    
    The start of the day on which a press release or other
disclosure is issued with respect to an item of Confidential Information until
one (1) complete business day following the date of the press release or other
disclosure.
 4.1
    
    Restricted Persons, their spouses and any relatives living with them are also prohibited
during the Black Out period, from:
 i)
    
    purchasing or selling publicly traded options or securities of
the Company; andii)
    
    selling the Company securities that the individual does not own
(short selling).




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4.2
    
    If the Company becomes aware of a material undisclosed transaction, all Restricted Persons
who have pre-cleared transactions that have not been completed will be asked to withdraw their
trading instructions.5.
    
    Company Contact Person5.0
    
    The Company personnel who are unsure whether they may trade in a given circumstance shall
contact the CEO for specific guidance. The Company personnel are encouraged to consult with
such officer prior to any trading in securities of the Company.6.
    
    Regulatory Requirements  Reporting6.0
    
    To comply with Canadian securities laws applicable to certain Restricted Persons, all
Restricted Persons who are directors or officers of the Company or its subsidiaries
(Insiders) must file an Insider Report in the form available from the Corporate Controller
within 10 days following:
 i)
    
    the day the individual first becomes an Insider (if on that day
the individual does not own or control the Company securities no Insider Report
need be filed); andii)
    
    the day on which the Insider purchases or sells the Company
securities (this is the date of agreement to purchase or sell, not the
settlement date of the transaction).
 6.1
    
    Each Insider is required to file the Insider Report with each of the Canadian provincial
securities regulators. Instructions regarding completion are included on the back of the
Insider form.6.2
    
    All Insiders are responsible for filing their own Insider Reports. Two copies of the Insider
Report, one of which to be manually signed, must be filed in all jurisdictions.6.3
    
    At the same time as the Insider Report is filed with the regulators, a copy of the Insider
Report must be provided to the Company to the attention of the CEO.6.4
    
    Copies of blank Insider Reports may be obtained from the office of OSI Geospatial Incs
Corporate Controller.6.5
    
    Restricted Persons (whether or not they are Insiders) are required to report to the CEO
annually (by the end of January each year) with respect to all trades in the preceding 12
months and to certify compliance during the period with the terms of this Policy.




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7.
    
    Sanctions7.0
    
    Failure to comply with this Part of the Policy will result in disciplinary action, possibly
including termination of employment.7.1
    
    Canadian securities laws provide that a breach of the general trading prohibition contained
in this Part of the Policy may result in a fine of up to the greater $1 million and three
times the profit obtained by reason of the contravention, and imprisonment for up to two
years.7.2
    
    The Company personnel may also be found civilly liable if a spouse, friend of relative
profited from the trading of the Company securities at a time when in possession of
Confidential Information provided by that individual.7.3
    
    Penalties may also be levied against an Insider for not complying with the regulatory
reporting requirements.
  /s/ James G. Liddy
    
    April 4, 2007Employee Signature
    
    DatePat GilesName of Witness/s/ Pat Giles
    
    April 4, 2007Witness Signature
    
    Date




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SCHEDULE B
 OSI GEOSPATIAL INC.
 CODE OF ETHICS
FOR FULL-TIME AND PART-TIME EMPLOYEES
  BACKGROUND
  
    
    it highlights some of the important ethical issues in business so that all employees are
aware of them;
    
    it provides guidance so that employees do their part to ensure that the Company operates
in an ethical way;
    
    it provides protection for whistle-blowers, so those lapses that occur, regardless of
whether they are intentional or inadvertent, can be reported without fear of reprisal.




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RELATED DOCUMENTS AND POLICIES
   PROPER BUSINESS PRACTICES
  
    
    making deceptive or misleading statements about the Companys products or services
    
    violating any law or regulation, either domestically or in a foreign jurisdiction, with
particular attention being paid to the U. S. Foreign Corrupt Practices Act and its
international counterparts. Refer to
http://www.usdoj.gov/criminal/fraud/fcpa/dojdocb.htm
for further details about this Act, which applies to us because were registered with the
SEC.
    
    attempting to convince or coerce individuals to place their personal interests above the
interests of the Company or the organization they represent
    
    attempting to restrict competition in contravention of the Competition Act or its
counter- part in other countries. For further details, refer to
http://laws.justice.gc.ca/en/C-34
    
    engaging in any activity that could negatively reflect on the reputation of the Company.
 CONFLICTS OF INTEREST




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
    
    a description of the proposed outside activities as well as your level of involvement
and the relationship, if any, to your job or duties
    
    the nature of the conflict or any potential conflict
    
    the potential risk to the employer
    
    when the conflict of interest first arose or may first arise
    
    who else may be involved, e.g. a supplier or another employee, and how
  RELATIONSHIPS WITH SUPPLIERS AND PRESENT OR POTENTIAL CUSTOMERS
     
    
    the items offered are legal




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
    
    the value of the item would not be viewed as improper by the Company or the recipient
    
    such favours would not be embarrassing to the Company or the recipient
    
    favours or gifts are approved by the appropriate manager
    
    the offer of the item must be made so as to honour any of the customers guidelines
(e.g. government employees and enlisted personnel have guidelines for acceptance that they
must abide by).
  CORPORATE BUSINESS OPPORTUNITIES
  COMPLIANCE WITH LAWS, RULES AND REGULATIONS
  DISCLOSURE IN REPORTS AND DOCUMENTS
   
    
    familiarize himself or herself with the disclosure requirements applicable to the
Company as well as the business and financial operations of the Company,




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
    
    not knowingly misrepresent, or cause others to misrepresent, facts about the Company to
others, whether within or outside the Company, including to the Companys independent
auditors, governmental regulators and self-regulatory organizations, and
    
    properly review and critically analyze proposed disclosure for accuracy and completeness
(or, where appropriate, delegate this task to others).
 COMPLIANCE WITH THE CODE OF ETHICS
     EMPLOYEE ACKNOWLEDGEMENT
  Name & Signature:
    
    /s/ James LiddyCurrent Position:
    
    VP, Layered Security SolutionsDate:
    
    April 4, 2007