COMPUFLIGHT INC, 10KSB, 1996-03-22

COMPUFLIGHT INC
10KSB, 1996-03-22
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 1994
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
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Commission File Number 0-15362
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COMPUFLIGHT, INC.
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(Name of small business issuer in its charter)

DELAWARE 11-2883366
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

99 Seaview Boulevard, Port Washington, NY 11050
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(Address of Principal Executive Offices) (Zip Code)

Issuer's telephone number, 516-625-0202
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Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered

None
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Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 Par Value
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(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No X
--- ---

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year (1994): $ 2,945,158
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The aggregate market value of the voting stock held by non-affiliates based
upon the average bid and asked prices of such stock as of January 31, 1996 was
$ 432,525 .
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ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
--- ---

APPLICABLE ONLY TO CORPORATE REGISTRANTS

The number of shares outstanding of each of the issuer's classes of common
equity, as of January 31, 1995 and 1996, were 1,576,980 and 1,701,980 shares
respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None

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COMPUFLIGHT, INC.
1994 FORM 10-KSB ANNUAL REPORT

TABLE OF CONTENTS

PART I PAGE

Item 1. Description of Business. . . . . . . . . . . . . . . . . . . . . . .3
Item 2. Description of Property. . . . . . . . . . . . . . . . . . . . . . .16
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .17
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . .18

PART II

Item 5. Market for Common Equity and Related Stockholder Matters . . . . . .19
Item 6. Management's Discussion and Analysis or Plan of Operation. . . . . .20
Item 7. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .28
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . .29

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act. . . . . . . . . .30
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . .32
Item 11. Security Ownership of Certain Beneficial Owners and Management . . .34
Item 12. Certain Relationships and Related Transactions . . . . . . . . . . .35

PART IV

Item 13. Exhibits, List and Reports on Form 8-K . . . . . . . . . . . . . . .36

INDEX TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .37

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39

INDEX TO EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . .40

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GLOSSARY OF TERMS

Definitions of certain terms used in this Form 10-KSB are as follows:

FIX
The radio beacon which defines the location of an airport or an enroute position
in latitude and longitude.

FLIGHT PLAN
Routing, alternate routing, altitude and fuel consumption information provided
to aircraft operators, and calculations which are based on, among other things,
the aircraft manufacturer's performance data, aircraft specifications,
forecasted upper air winds and estimated payload.

NAVIGATIONAL DATA
Worldwide navigational flight information data which provides name and location
of navigational aids. The data is updated every 28 days and checked against
data provider charts every 56 days.

NOTAMs
The Notices to Airmen features significant notices to airmen and special notices
which can affect a pilot's decision to enter and use areas of domestic or
international airspace.

OPTIMUM RANDOM TRACKS
Where permitted by Air Traffic Control ("ATC"), aircraft may fly a route between
fixes which has not been previously defined.

PAYLOAD
The weight of passenger and cargo carried on the aircraft.

PIREPs
Pilot reports denoting flight conditions. PIREPs serve as a source of valuable
weather information.

RECLEAR OPTION
Use of a reclear option permits a reduction of Federal Air Regulations ("FAR")
10% fuel reserve requirements on international flights, thereby allowing for
increased payload, reduced fuel reserves or both.

SIGMETs/AIRMETs
Types of in-flight weather advisories - Sigmets for relatively severe
conditions, other than thunderstorms; Airmets for less hazardous weather. These
advisories are distributed over teletype circuits and broadcast periodically on
the voice facilities of flight service stations.

3
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PART I

ITEM 1 DESCRIPTION OF BUSINESS

Compuflight, Inc. (the "Company"), directly or indirectly through its wholly-
owned Canadian subsidiaries, Navtech Systems Support Inc. ("Support"), and
Efficient Aviation Systems Inc. ("EAS"), is engaged in the business of
developing, marketing, licensing and supporting computerized flight planning
services for the commercial airline industry.

The Company provides two comprehensive product solutions: (a) a service bureau
product offering marketed under the COMPASS-TM- trade-mark, which provides the
flight operations department of commercial and corporate airlines with a very
easy to use 'single screen' format for the timely dispatching of flights; and,
(b) the Flight Operations Management System ("FOMS") which, in addition to
providing the airline dispatcher with flight planning functionality, provides
the Flight Operations department with an overall analysis of the flight plan and
supplies extensive information on crew, weather, NOTAMS, and other factors
impacting decision making. The Company markets the FOMS system on an in-house
installation basis and provides full product integration services for
interfacing the system to the customers' other mission critical software
applications such as crew scheduling, reservations, and maintenance. These
product solutions are based on proprietary software developed by the Company.

In addition to its flight planning solutions, the Company has recently released
a new software application called "Comrade". The Comrade product utilizes a
mobile, hand-held computer for use in the cockpit. This product will provide
the commercial airline customer with data and computation capabilities
previously performed solely by ground-based systems. As an alternative option
to the Comrade product, the Company offers performance engineering services on a
subscription basis from its New York location.

The Company's products are used by over 50 airline customers worldwide. These
customers represent all facets of the aviation industry, including national and
international airlines, regional airlines, freight carriers and corporate
aircraft operators. Included in the broad array of industry representation are
Delta Airlines, Emery Worldwide and American Transair. In addition to its
commercial aviation customer base, the Company has participated as a
subcontractor to Harris Corporation in the delivery of flight planning
technology to the United States Air Force.

The Company provides ongoing support services to its customers, including
services provided under annual maintenance agreements. The Company currently
has annual software maintenance agreements with all of the customers who have
licensed the FOMS software. See "Software Support Services".

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The Company markets its software and service bureau offering on an international
scale to large national and international carriers through direct sales and
agency arrangements. See "Sales and Marketing".

In seeking to maintain a competitive advantage in the marketplace, the Company
maintains a full-time Research and Development Division, which designs and
develops innovative software solutions. See "Research and Development".

The Company was originally incorporated in the State of New York in 1981. In
1987, the Company reincorporated in the State of Delaware. The Company's
principal executive offices are located at 99 Seaview Boulevard, Port
Washington, New York, 11050, and its telephone number at that address is (516)
625-0202.

ACQUISITION OF EFFICIENT AVIATION SYSTEMS INC. AND NAVTECH SYSTEMS SUPPORT INC.

On December 1, 1993, the Company and its former Chairman consummated a Stock
Purchase Agreement, dated as of October 31, 1993, with Ray English and
Associates Inc. ("RE&A"), formerly Navtech Systems Consulting Inc., among
others. Pursuant to the agreement, as of the date hereof, the Company has
issued 1,239,644 shares of the Company's common stock (valued at $.56 per
share) and assumed an $800,000 obligation of RE&A to the Company's former
Chairman for all of the outstanding common stock of EAS (a wholly-owned
subsidiary of RE&A) and Support (a company controlled by RE&A and its principal
shareholders). As of October 31, 1994, the Company had acquired only 88% of
the outstanding common stock of Support. In November 1995, the remaining
Support common shareholder exercised its right to acquire shares of common
stock of the Company in exchange for its Support shares.

Contemporaneously with the Stock Purchase Agreement, the Company's former
Chairman and his immediate family sold their 238,872 shares of the Company's
common stock to RE&A in exchange for an $800,000 note payable to the Company's
former Chairman. In connection with the Company's acquisition of EAS, the
Company has assumed RE&A's note payable to the Company's former Chairman and, as
a result, the former Chairman's indebtedness to the Company was reduced to
$804,000. Such indebtedness is payable in equal monthly installments over the
ten year period ending October 2003, together with interest at 4 1/2% per annum.
Further, the Company entered into a ten year Consulting Agreement with its
former Chairman providing for fees payable substantially upon the same terms as
the indebtedness repayment.

In addition, the Company agreed that its previously existing public stockholders
of record on December 11, 1993 would have the right to purchase one share of the
Company's common stock for each share then held at a price of $1.29. Such
rights expired unexercised on February 28, 1995.

5
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GLOBAL WEATHER DYNAMICS, INC.

In January 1994, the Company announced its intent to enter into an agreement
with Global Weather Dynamics, Inc. ("GWDI") which would have resulted in the
acquisition of GWDI by the Company whereby the GWDI shareholders would have
owned a majority controlling interest in the Company's issued and outstanding
shares of common stock. The terms of the business combination were subject to
negotiations between the parties, approval of the Board of Directors of the
Company and the execution of a definitive agreement between the parties.

In February 1994, GWDI, the Company and Support entered into a Loan Agreement
providing for a loan of $200,000 from GWDI to the Company and Support. Such
loan was repaid in full in December 1994.

The Company announced on January 31, 1995 that it had suspended discussions with
GWDI with regard to a business combination.

INDUSTRY BACKGROUND

The world's commercial airline industry is currently emerging from the most
severe recession it has ever experienced. The industry suffered unprecedented
losses from 1990 to 1993 with International Air Transport Association registered
carriers sustaining reported cumulative losses of approximately USD $15.6
billion on international scheduled services. This downturn occurred as a result
of a number of industry conditions. During this period, the United States
economy experienced a significant recession and the Persian Gulf War erupted,
the latter of which had an adverse effect on both fuel prices and passenger
demand. In order to survive in this hostile economic climate, numerous carriers
introduced lower fare structures to maintain marketshare. The effect of these
trends caused Eastern Airlines, PanAm, and Midway Airlines to cease operations
and Continental Airlines, America West Airlines and TWA to file for bankruptcy.

Following this turbulent period, the airline industry began to experience a
gradual increase in fare levels. By the end of 1994, the surviving air carriers
began a return to profitability. The airlines, having been exposed to extreme
operating conditions, were forced to review and re-engineer their business to
achieve maximum efficiency. This approach continues to be pervasive throughout
the industry and, as competition increases, airlines find it necessary to
operate more flights on expanding route networks without incurring the risk of
disproportionate growth of the flight operations function. This trend forces
the airlines to strive for a high degree of operational flexibility with respect
to analyzing and selecting the most cost effective routes, schedules and
aircraft assignments.

GEOGRAPHIC TRENDS

The Company is focused on three geographic regions for the delivery of its
products and services: North America, Europe, and the Asia/Pacific region.
These areas comprise over 92.75% of the world market in terms of Revenue
Passenger Kilometers (RPKs) and more than 90.5% of the market in terms of
Revenue Freight Kilometers (RFKs).

6
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In its review of aviation industry trends, the World Aviation Directory also
indicates that, in North America, Europe, and the Asia/Pacific region, airlines
are struggling to cope with the realities of competition in a world where
traffic growth is not producing the kind of revenue growth as it did in the
past, and where cost cutting and control is increasingly seen as the key to
survival. World airlines continue to create and develop alliances in order to
expand into new markets and to avoid being marginalized or relegated to the
status of niche carriers or feeders.

The review suggests that political and economic forces will drive consolidation
to a point where major airline alliances will occur. The combined airline
alliances will face competition from a large sample of niche airlines that
differentiate themselves by geographical or market segment specialization.
Smaller regional groupings of carriers seeking to protect or expand their share
of particular geographical markets or business segments will also compete with
the global alliances.

NORTH AMERICA
The distinguishing characteristic of the North American marketplace continues to
be a demand for lower fares. As the demand for low fares increases, the need to
remain competitive applies pressure to revenue and prompts the implementation of
certain cost cutting measures. In response to the low fare threat, some of the
larger American based airlines (e.g. USAir, United, and Continental) have
launched special low fare operations. Others (e.g. Delta) have initiated
internal changes through major cost cutting campaigns intended to slash
operating costs. American Airline's parent company, AMR Inc., responded to the
market demand by shrinking unprofitable airline operations, and developing and
marketing profitable Information Technology (IT) and consulting activities.

EUROPE
European airlines are actively forming alliances in order to create larger, more
stable traffic bases from which to fend off competition from within and without
the European Union. European carriers have negotiated alliances across the
Atlantic to increase passenger volume at American gateways and European flights
at home market hub airports. Major alliances include British Airways/USAir and
Qantas; KLM/Northwest; and Lufthansa/United/Thai Airways International. Other
airline groups (e.g. Sabena/Swissair/Delta; Air France/Air Canada) utilize code
sharing, an operational approach that provides the airline with a designated
flight number for flights that are actually operated by its partner. An
alliance furnishes benefits such as greater flight frequency and geographic
coverage without the overhead costs associated with establishing their own
operations and using their own aircraft.

Most major European airlines have restructured and reorganized (or are currently
undergoing this process). One result of this process is a reduction in levels
of government ownership and subsidies. The results of these efforts have
allowed for some airlines to return to profitability, however, others are still
experiencing severe financial difficulties.

7
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ASIA/PACIFIC
Asia/Pacific is the fastest growing region in the aviation world; however,
financial performance is on a decline. In fiscal 1993/94, net profits of the 15
members of the Oriental Airlines Association ("OAA") were less than half of the
$1.5 billion they reported in fiscal 1991/92. Combined operating revenues
reportedly increased 13.3% but operating costs also reportedly rose 13.5%.
Airline members of the OAA are beginning to experience the effects of "maturity"
(labor/management relations, air/ground congestion; safety/security issues,
etc.) that have afflicted airlines in the United States and Europe. Management
skills can no longer provide the assurance of success in the areas of growth or
high yield. New economic realities in Japan dictate that consumers, who
traditionally paid full fares, are currently looking for bargains.

FLIGHT OPERATIONS SOFTWARE MARKET OUTLOOK

The management of the Company has perceived that, as a result of the competitive
pressures experienced by the aviation industry, the flight operations or
Strategic Operations Control Center has emerged as one of the focal points of
corporate strategy. Airlines are now seeking new software solutions to assist
in the effective management of their flight operations. Air Transport World, a
recognized trade publication in the commercial aviation industry, reported in
May 1995 that, based on a study of flight operations software vendors and
commercial airlines requirements, they expected the flight operations software
market to have a growth rate of between 15% and 25% per annum for the remainder
of the decade.

Competitive pressures faced by commercial airlines include increases in: global
competition, consumer demand for improved schedule departures and arrivals,
consumer demand for reduced costs of fares, and pressures of time-based
competition. These pressures are forcing the airlines to analyze and solve
operational problems more rapidly.

In addition to the competitive pressures which make flight operations software
an attractive solution for the airlines, the Company anticipates (although no
assurances can be given) that the following factors will lead to increased
demand for its products:

1. The evolution of airlines toward the goal of the paperless cockpit or
fully automated flight planning and operations,

2. The increasing shift toward the use of standardized commercial
software to replace internally developed mainframe systems as airlines
respond to a critical shortage of software engineers and as the
superior range of functions performed by commercial software becomes
better understood; and,

3. The increasingly stringent regulatory requirements drive increased
functional requirements.

As a consequence of these competitive pressures, the Company believes the
worldwide market for integrated flight operations systems will experience
significant growth over the short term (although no assurances can be given).

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PRODUCTS AND SERVICES

The Company provides two comprehensive software solutions, COMPASS-TM- and
FOMS, for managing the flight operations department of an airline and
specifically for the creation and filing of a flight plan.

Under Federal Aviation Administration ("FAA") regulations, all aircraft
operators, whether private, corporate or commercial, are required to file flight
plans with air traffic control centers prior to each flight. Flight plans
consist of information relating to the planned flight, including routing,
alternate routing, altitude and fuel consumption information. The calculations
needed to determine this information are based on, among other things, aircraft
performance data, forecasted upper air wind data, the route of flight and the
take off weight of the aircraft. For safety reasons, government regulations
mandate the preparation and filing of basic flight plans. Computerized flight
plans provide more accurate and detailed information to enable aircraft
operators to determine the optimum payload and routing for maximum fuel
conservation and reduction of other related expenses.

COMPASS-TM-. The Company's COMPASS-TM- flight planning software, which is
provided on a service bureau basis, is designed to improve operational
efficiency by providing the flight operations department of a commercial airline
with a very easy to use 'single screen' format for timely dispatching of
flights. Further, the system provides commercial and corporate aircraft pilots
and dispatchers with information regarding upper air wind variations enroute,
revised airway availability, late changes in payload, aircraft performance data
and use of a "reclear option" on international flights. The Company's database
contains information with respect to more than 4,300 airports, 30,000 routes,
50,000 fixes, 100,000 airway segments, and 130 aircraft types.

The system operates in a user friendly format and has the ability to respond
quickly to changing situations so that fuel, flight time, alternate routing and
payload information can be readily modified. The system provides the user with
the following features:

- use of a "reclear option" for international operations, thereby taking
advantage of FAA regulations permitting reduced fuel requirements and
increased allowable payload;

- determination of optimum payload for maximum fuel efficiency;

- ability to compute re-analysis or diversionary information;

- coordination of differing altitude regulations over international
airspace;

- communication of "optimum random tracks" to take best advantage of
available tail winds using existing pressure pattern concepts;

- dispatchers to store temporary routings;

- system advises of airway availability by time of day;

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- utilization of National Weather Service (Suitlands) winds to
accurately identify wind and weather information;

- storage of information by aircraft operators with respect to each
individual aircraft, as distinguished from general performance data
released by manufacturers, enabling aircraft operators to vary
performance data as individual aircraft age;

- recalculation of flight plans to compensate for late changes in
payload without delaying flight;

- ability to file flight plans directly through computers with Air
Traffic Control;

- instantaneous route data changes immediately upon customer request;

- use of world-wide navigational data for updating databases;

- enroute flight plan re-analysis.

FLIGHT OPERATIONS MANAGEMENT SYSTEM ("FOMS") is a flight
operations/dispatch/management system designed to allow a virtually unlimited
number of dispatchers (and other users - e.g. pilots) to perform a large number
of tasks simultaneously with ease of use and speed of response. FOMS
specifically targets the areas of flight planning, route management, fuel
management, winds and weather, NOTAMS, communications and operations/management
reporting. In addition to providing the airline dispatcher with flight planning
functionality, FOMS also provides the flight operations department with an
overall analysis of the flight plan by supplying extensive information on crew,
weather, NOTAMS, and other factors that impact the decision making ability of
the Flight Operations department. The Company markets the FOMS system on an in-
house installation basis and provides full system integration services for
interfacing the product with the customer's other mission critical software
applications such as crew scheduling, reservations, and maintenance.

The management of the Company believes that FOMS is the only flight planning
system currently available containing all of the critical features to fully
automate and maximize the efficiency of airline operations and thus contribute
to continuing market success. These features include:

- FOMS' ability to create Minimum Time Track ("MTT") flight
plans. The MTT function generates flight plans from any
location to any other location on the globe without using
defined airways or waypoints. This functionality is
essential to the next generation of air traffic management
systems, referred to as the Future Air Navigation System
(FANS). Support has assisted two national aviation agencies
and a large United States airline to perform operational
trials using MTT functionality.

- An integrated version of the proprietary Variable Cost Index
Plan ("VCIPlan") product developed by Applied Aeronautical
Systems Inc. ("AASI"). VCIPlan is a unique flight planning
software product which provides

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airlines with flexible and optimal flight profiles. VCIPlan flight
plans are computed using advanced optimal control techniques which
result in flight profiles which are fuel optimized. VCIPlan is
provided to the Company under a marketing arrangement with AASI.

FOMS can be quickly and economically installed at a customer site as an in-house
alternative to the service bureau operation. While the Service Bureau based
product has been designed for the consumer whose requirements are limited to the
efficient formulation of a flight plan, the FOMS software is targeted at the
consumer that requires the functionality to perform all of their operational
needs. FOMS software is written in "C" programming language and operates under
the UNIX operating system. It is designed to be easily incorporated into a
client's existing system or to enable the customer to integrate its own systems
with the FOMS system.

V1PLUS PERFORMANCE ENGINEERING SERVICE is offered to airlines who do not
maintain in-house engineering departments or who wish to augment existing
capabilities. V1PLUS software is available for licensed use or may be
integrated with FOMS for greater cost effectiveness.

V1PLUS provides customized take-off and landing data specific to various
aircraft/engine combinations, flap settings and runways. Commercial pilots are
required by law to have in their possession a current runway analysis for each
flap setting of their aircraft for each end of each runway for each airport
from/to which they depart/land.

SOFTWARE SUPPORT SERVICES provide a stable ongoing source of revenue that
increases with the increase in licensing of the Company's software.

The Company's comprehensive software support is offered throughout North
America, Mexico and the Pacific Rim and is designed to maximize the benefits and
utility of the software at the customer's location. These services include
training and installation support, software updates, telephone hot-line support
and custom design and programming services. Due to the significant value of the
customer's investment in the licensing of the Company's software, the Company
believes that quality support services are a critical component of the
customer's decision.

The software update and maintenance service consists of new releases of system
functionality, ongoing enhancements to current functionality and the technical
support of the entire database. These services are provided to customers
through an annual agreement which provides for price adjustments and for
termination rights.

Design and programming services are provided to customers who require specific
solutions to their flight operations requirements. Fees consisting of time and
material usage are charged depending on the requirements of the customer. The
Company has found an increased demand in the market for systems integration
services which link the Company's software and third party vendors' applications
such as Crew Scheduling, Maintenance, Flight Following and Reservations. The
Company also provides consulting services to assist customers in optimizing the
use of the product functionality within their flight operations process.

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SALES AND MARKETING

The Company currently markets its products and services throughout the world.
For North America and South America the Company uses its own marketing and sales
force. In other parts of the world, the Company's marketing and sales function
is supplemented through the use of agents. The Company conducts a marketing
program which includes public relations, direct mail, advertising, seminars and
an ongoing customer communications program. The sales and marketing is managed
by the Company's Vice President of Marketing and Sales, who works out of the
Company's headquarters in Port Washington, New York. The Compass TM and V1 Plus
products and services marketing proram targets the same flight operations staff
while the FOMS marketing program primarily targets executive and senior
management who have decision making authority over capital expenditure in the
flight operations area of the airline. The sales cycle typically ranges from
six to twelve months from the time a qualified lead is identified to the date
of contract signing. The significant challenge, outside of the Company's
direct competition, is in the sale of a large complex system to airlines which
have the internal capability to develop their own software. Since the end of
the Gulf War, however, the Company has perceived several factors influencing
airline companies to license flight operations systems from external vendors.
This trend should provide the Company with an expanding market size. The
factors influencing the airline companies include the high cost of establishing
a software development team for a custom system as opposed to a product
development approach where the costs can be amortized over a number of
customers and the complex integration needs to the other mission critical
systems.

In addition to its direct marketing and sales efforts, the Company has a
marketing agreement with Transquest Information Solutions, an Atlanta-based
systems integrator targeting the international commercial aviation market. The
Company has also entered into distribution agreements with other third parties
to distribute COMPASS-TM- in Africa. The Company intends to depend primarily on
Transquest and other large system integrators for international sales and
marketing.

Revenues outside the United States were approximately $899,827 of the Company's
total revenues in fiscal 1994. The Company believes that the future results of
operations will depend, in part, on its ability to increase sales in the
international marketplace. During fiscal 1993 and 1994, the Company's
international sales did not increase to the extent expected because the Company
did not expand its sales and support resources to meet the demands of the
marketplace. In the event that the efforts of Transquest do not result in
substantial international sales, the Company will seek to establish a direct
sales force for international opportunities. Such increased expense could have
an adverse effect on the results of operations.

The Company's marketing plans include a significant increase in sales personnel
and the pursuit of additional representation, in the Pacific Rim, Australia and
Europe.

<PAGE>

CUSTOMERS

The Company's COMPASS-TM- computerized flight planning services and V1PLUS
aircraft performance engineering services are provided to Southern Air Transport
and more than 25 commercial airlines. The Company also supplies services to
more than 60 corporate aircraft users.

Support provides the Flight Operation Management Systems service bureau offering
to Canada 3000 and Air Transat, both well known Canadian charter operators, and
more than six other clients such as Kalitta Flying Services, a major U.S. cargo
operator. In-house FOMS have been delivered to five major airline clients,
including American Trans Air, and Emery Worldwide. Support has a contract with
Delta Airlines to help the airline build its NextPlan flight planning systems
around Support's FOMS product.

COMPETITION

The applications software market for airline operations management systems is
intensely competitive and subject to rapid change. The principal competitive
factors in this market include product functionality and quality, total cost of
solution, support infrastructure, underlying technology, product architecture
and the financial stability of the vendor. The Company believes that it
competes effectively with respect to these factors, although it may be at a
competitive disadvantage against companies with greater financial and marketing
resources.

There are three primary competitors to the Company's FOMS product in the
commercial airline market: the LIDO system, a product of the Information Systems
Group at Lufthansa Airlines, the Flight Operations System from David Bornemann &
Associates of Los Angeles, California and the JetPlan system by Jeppeson
Sanderson ("Jeppeson") of Denver, Colorado. Although Jeppeson does not have a
product specifically designed for a large airline's flight operations
requirements, they have announced plans to introduce such a product. Further,
Jeppeson and Lufthansa are both substantially larger corporations than the
Company and thus have significantly greater financial and marketing resources.
Although successful in the regional airline marketplace, the Bornemann system is
PC-based and therefore does not meet the complex multi-tasking and multi-user
requirements of a large in-house installation that the other competitors deliver
with their UNIX-based solutions.

The primary competitors for COMPASS-TM- in the service bureau marketplace are
Jeppeson, EDS Services ("EDS"), Sabre Decision Technologies ("Sabre"), SITA and
Skyplan Services.

The Jeppeson Dataplan was acquired from Lockheed Corporation, which had
originally designed the system for the United States Air Force. Jeppeson
bundles the flight plan services with its other products, such as navigational
charts and performance engineering services, and markets it on a price
competitive basis. EDS has particular strengths with the integration of its
flight planning services with a reservations system originally developed by
Continental Airlines. Sabre, the technology and services arm of AMR Corporation
(the parent corporation of American Airlines), also provides flight planning

<PAGE>

services to the commercial airline market as a component of an overall airline
management system which includes reservations and accounting systems. SITA,
which has the largest market share in Europe and Africa, is part of a suite of
programs including weather and reservations. The key feature of SITA's systems
is its worldwide communication facility which provides an advantage over other
competitors who, in the developing nations, must utilize SITA or ARINC due to
the poor quality of their telecommunications systems. This advantage is quickly
eroding due to the advent of low cost, high quality communications alternatives
in both Eastern Europe, Russia and the developing countries in Africa.

Many of the Company's COMPASS-TM- competitors have significantly greater
financial, technical, and marketing resources, and thus a larger customer base
than the Company. As a result, they may be able to respond more effectively to
changes in customer requirements or devote greater resources to new product or
technological development.

The Company's products also compete with vendors offering products originally
developed on a custom basis for a single airline customer and with proprietary
systems developed and maintained by the management information system
departments of large commercial airlines. Increased competition to the
Company's products and service bureau business could result in price reductions,
reduced gross margins and loss of market share which could have a material
adverse effect on the Company's financial condition and results of operations.

RESEARCH AND DEVELOPMENT

The Company invests significant resources to develop new software functionality
and to enhance its existing software. Scientific research and experimental
development expenditures were $225,411 and $313,558 for the years ending October
31, 1994 and 1993, respectively. See Item 6 hereof.

The Company plans to continue to enhance its existing software functionality in
order to respond to the increasing demands of its customers and to improve the
ease of use of the software. Proposed development includes expanding the
product scope to include NOTAMS functionality, increased weather capability and
the addition of a graphical user interface. In addition, the Company is
developing its software for use on multiple UNIX platforms, including Digital,
IBM, Hewlett Packard, Unisys and SUN.

INTELLECTUAL PROPERTY RIGHTS

The Company regards all of its software products as proprietary. The Company's
software products are generally licensed to end-users on a "right to use" basis
pursuant to a perpetual non-transferable license that generally restricts the
use of the software to the customer's operations or third parties affiliated
with the customer. The Company relies on a combination of copyright, trademark,
and trade secret laws, as well as non-disclosure agreements, to establish and
maintain its proprietary rights. The Company has not filed for patents due to
the lack of effective patent protection for software. In the past, the Company
and Support have licensed certain versions of source code to a limited number of
customers for specific uses. Also, there can be no assurance that the Company's
competitors will not independently develop software that is equivalent to the

<PAGE>

Company's. Further, no assurance can be given that the Company will have the
financial resources to engage in litigation against parties who may infringe its
intellectual property rights. While the Company realizes that its competitive
position may be affected by its ability to legally protect its software, the
Company believes the impact of this protection is less significant to its
commercial success than factors such as the level of experience of the Company's
personnel, name recognition and increased investment in research and development
in new product enhancements.

EMPLOYEES AND FACILITIES

As of January 31, 1996, the Company had a total of 42 employees including 15 in
operations and client services, 13 in research and product development, 6 in
sales and marketing and 8 in finance and administration. None of the Company's
employees is represented by a labor union and the Company believes that its
employee relations are good. The Company believes that its success will depend,
to a large degree, upon its ability to attract and retain highly skilled
technical, managerial and sales and marketing personnel, and to retain personnel
with flight operations expertise. The Company has experienced intense
competition for technical staff thereby encountering difficulties in hiring a
sufficient number to meet custom software design and programming order backlog.
There can be no assurance that the Company will be successful in attracting and
retaining the personnel required to develop, market, service and support its
products and conduct its operations successfully.

<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

The Company uses approximately 2,689 square feet of leased office space at 99
Seaview Boulevard, Port Washington, New York for its executive offices, product
development, marketing, administration and sales operations. The monthly rent
expense of this facility as of January 31, 1996 was $4,160. The lease
terminates on December 31, 1998.

Support maintains offices in Waterloo, Ontario and Ottawa, Ontario. The Support
office which occupies approximately 4,233 square feet of space at 550 Parkside
Drive, Waterloo, Ontario functions as the principal research and development,
customer support and administrative offices for the Company. The monthly rent
expense of this lease was approximately $3,570 Canadian as of January 31, 1996.
The lease terminates on November 30, 1996. The Support facility at 50 O'Connor
Street, Ottawa, Ontario functions as the marketing and sales office for Federal
Systems Sales efforts. The lease is terminable by either party with sixty (60)
days notice. The monthly rent expense of this lease was approximately $1,451
Canadian as of January 31, 1996.

The Company's total rent expense was approximately $80,300 in fiscal 1994. The
Company believes that its facilities are adequate for its current needs and that
suitable additional space will be available as required.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

By letter dated January 23, 1996, the Securities and Exchange Commission (the
"Commission") advised the Company that it had failed to file its Annual Report
on Form 10-KSB for the fiscal year ended October 31, 1994 (the "1994 Form 10-
KSB") and Quarterly Reports on Form 10-QSB for the fiscal quarters ended January
31, 1995, April 30, 1995 and July 31, 1995 (collectively, the "1995 Forms 10-
QSB"). The Commission also advised the Company that it had filed late its Form
10-KSB for the fiscal year ended October 31, 1993 and Forms 10-QSB for the
fiscal quarters ended January 31, 1994 and July 31, 1994, and failed to file
Notifications of Late Filing on Form 12b-25 with regard to the 1995 Forms 10-
QSB. By letter dated March 4, 1996, the Commission advised the Company that it
had also failed to file its Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1995 (the "1995 Form 10-KSB").

The Commission's Division of Enforcement had advised the Company further that it
is considering recommending that the Commission institute enforcement action,
which could include civil penalties, against the Company for violations of the
reporting requirements of Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules thereunder. Pursuant to the
Exchange Act, the amount of the penalty shall be determined by the court in
light of the facts and circumstances; however, for each violation, the amount of
the penalty, with regard to a company, cannot exceed the greater of $50,000 or
the gross amount of pecuniary gain to the Company as a result of any violation.
The Exchange Act provides for substantially greater maximum penalties in the
event the violation involved fraud, deceit, manipulation, or deliberate or
reckless disregard of a regulatory requirement and/or such violation directly
or indirectly resulted in substantial losses or created a significant risk of
substantial losses to other persons.

The Company, in its latest correspondence with the Commission, has indicated
that, in addition to the filing of this 1994 Form 10-KSB, it intends to file the
1995 Forms 10-QSB on or before April 8, 1996 and the 1995 Form 10-KSB on or
before April 30, 1996. In its latest communication, the Company had advised
the Commission that it intended to file this 1994 Form 10-KSB on or before March
21, 1996. No assurances can be given that, notwithstanding the Company's filing
of the 1995 Forms 10-QSB and 1995 Form 10-KSB on or before the dates set forth
above, the Commission will not seek to recover civil penalties from the Company.
Any such action taken by the Commission could have a material adverse effect
on the Company's financial position, liquidity and results of operations. As
the Company presently cannot predict, with any certainty, the ultimate outcome
of this matter, no amounts have been provided for in the accompanying financial
statements.

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the quarter
ended October 31, 1994.

<PAGE>

PART II

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

(a) MARKET INFORMATION

The Company's common stock is traded in the over-the-counter market under the
symbol "CMFL". Until May 25, 1994, the Company's common stock was listed on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). The high and low bid prices of the common stock, as furnished by
NASDAQ through May 25, 1994 and thereafter by the National Quotation Bureau,
Incorporated, are shown for the fiscal periods indicated. Such prices represent
prices between dealers, do not include retail markup, markdown or commission and
do not represent actual transactions.

Fiscal Year Ended Bid Price
October 31, 1994 High Low
- --------------------- ------------ -------------

First Quarter $ 1 - 9/16 $ 7/8

Second Quarter 1 - 1/4 7/8

Third Quarter 7/8 1/4

Fourth Quarter 1/2 1/4

Fiscal Year Ended Bid Price
October 31, 1993 High Low
- --------------------- ------------ -------------

First Quarter $ 2 $ 2

Second Quarter 1 - 1/3 1 - 1/3

Third Quarter 1 - 23/64 1 - 15/64

Fourth Quarter 1 1

<PAGE>

(b) APPROXIMATE NUMBER OF RECORD HOLDERS

Management has been advised by its transfer agent (North American Transfer Co.)
that the approximate number of record holders of the Company's common stock at
January 31, 1996 was 851.

No cash dividends have been paid by the Company on its common stock and no cash
dividends are anticipated in the foreseeable future.

<PAGE>

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

GENERAL

As discussed in the notes to the Company's financial statements included herein,
due to the change in control resulting from the Company's acquisitions of EAS
and Support, the Company's statements of operations and cash flow for the year
ended October 31, 1993 reflect the combined operations of EAS and Support (and
not Compuflight) for such periods; however, Compuflight's operations are
included in the year ended October 31, 1994. Accordingly, the significant
variances in revenue and costs and expenses between the years ended October 31,
1994 and 1993 are primarily the result of such accounting treatment. The pro
forma discussion below reflects the operations of the Company (i.e., EAS,
Support and Compuflight) for the year ended October 31, 1993 as if the
acquisitions had occurred as of November 1, 1992.

RESULTS OF OPERATIONS

The following table sets forth the percentage of total revenue represented by
certain items in the Company's consolidated statement of operations for the
years indicated:

PERCENTAGE OF TOTAL REVENUE
--------------------------------
YEAR ENDED OCTOBER 31,
--------------------------------
1994 1993 1993
--------------------------------
PRO FORMA
--------------------------------

REVENUE
Service fees 87% 57% 82%
Hardware, software and license sales 13 43 18
------- -------- --------
Total revenue 100 100 100
------- -------- -------
COSTS AND EXPENSES
Operating 62 65 78
Research and development 8 32 17
Selling, general and administrative 26 14 26
Depreciation and Amortization 5 7 7
------- -------- -------
Total operating expenses 101 118 128
------- -------- -------
LOSS FROM OPERATIONS (1) (18) (28)
Other income (expense) 2 27 (11)
------- -------- --------
Loss before minority interest 1 9 (39)
Earnings of minority interest (1) - (1)
------- -------- --------
NET EARNINGS (LOSS) -% 9% (40)%
------- -------- --------
------- -------- --------

REVENUE

The Company's revenue is derived from two major sources: (i) service fees
derived from the provision of flight planning, runway analysis services and
ongoing customer support and (ii) sales of hardware and licenses of software.
Revenue from license fees is recognized at the later of delivery of software
master copy or, if applicable, fulfillment of all other significant obligations
under terms of license agreements. For those agreements where there is
uncertainty as to ultimate collection, revenue is recognized as cash is
received. The face value of a long term licensing agreement is discounted to
give an effective rate of return of 15% over the life of the contract to cover
financing costs. Systems consulting and implementation fees and hardware
commissions are recognized upon rendering of services. Custom programming,
communication and database income, and service bureau and support revenue are
recognized ratably over applicable contractual periods or as services are
performed.

<PAGE>

Total revenue increased 201% to approximately $2.9 million in 1994 from
approximately $1.0 million in 1993. On a pro forma basis, total revenue
increased 23% from approximately $2.4 million in 1993.

REVENUE FROM SERVICE FEES was approximately $2.6 million in 1994 compared with
approximately $550,000 in 1993; an increase of 362% or approximately $2.0
million. The increase in service fees is attributed primarily to the inclusion
of Compuflight's service fees of approximately $1.5 million. Additional
increases flowed from the addition of several customers and increased custom
programming fees, including a software development contract undertaken with
Delta Airlines Ltd. in January 1994. On a pro forma basis, revenue from service
fees increased by $587,846, or 30%, from 1993 to 1994. This increase is
attributable to the aforementioned addition of customers and increase in custom
programming fees.

REVENUE FROM HARDWARE SALES AND SOFTWARE LICENSES remained constant at
approximately $400,000 for both years. The software license to Emery Worldwide
Airlines, net of the 15% discount, is included in 1993; whereas 1994 saw the
impact resulting from the renegotiation of the existing terms of the software
license agreement between Support and Skyplan Services, Ltd. This analysis is
also applicable to the pro forma revenue amounts.

COSTS AND EXPENSES

OPERATING EXPENSES. Operating expenses consist mainly of personnel and other
expenses related to providing product support, service bureau operation and
custom programming. Also included in this expense component are the
communication costs associated with the provision of in-house flight planning
services and customer support. Personnel costs relating to ongoing research and
development have been segregated and are shown as a separate component of costs
and expenses.

Operating expenses increased to approximately $1.8 million in 1994 from
approximately $637,000 in 1993, representing an increase of 188%, or
approximately $1.2 million. The increase can be attributed primarily to the
inclusion of Compuflight's operating expenses of approximately $1.1 million.
The remainder of the increase is attributable to the increased personnel costs
required to service the larger customer base and their support and programming
needs. On a pro forma basis, operating costs decreased $28,868, which reflects
an overall decrease in Compuflight's operating expenses due to decreased
subcontracting costs (approximately $220,000), partially offset by the general
increase in operating expenses noted above.

RESEARCH AND DEVELOPMENT EXPENSES. The majority of the Company's research and
development activities are undertaken in Canada. Support qualifies for certain
scientific research and experimental development tax credits under the Income
Tax Act (Canada) on eligible research and development expenditures. Refundable
tax credits have been recorded at a rate of 35% and non-refundable tax credits,
which can be used to offset federal income taxes otherwise payable, will be
recorded at 20% when such taxes become payable.

Research and development expenses decreased from approximately $314,000 in 1993
to approximately $225,000 in 1994, representing a reduction of 28%. This
decrease was mainly due to a decline in eligible projects and requests. On a
pro forma basis, research and

<PAGE>

development expenses decreased by approximately $198,000, or 47% from $423,395
in 1993.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by approximately $632,000, or 453% from
approximately $140,000 in 1993 to approximately $772,000. This increase can be
attributed primarily to the inclusion of Compuflight's expenses of approximately
$462,000. Furthermore, as revenues have increased, the efforts required to
provide sales and administrative support to the operation have resulted in
higher costs. A marked increase in professional and consulting fees related to
integrating and restructuring the Company's operations has also contributed to
the increase in selling, general and administrative expenses for 1994. On a pro
forma basis, selling, general and administrative expenses have increased by
approximately $149,000, or 24%, over the 1993 amount of approximately $623,000.
Again, this increase is due in part to the increased costs associated with the
restructuring of the Company, especially with respect to professional fees.

OTHER INCOME (EXPENSE)

Other income (expense) consists of interest income and expense, realized foreign
exchange gains and losses and certain other items as more fully discussed below.
Interest expense increased from approximately $75,000 in 1993 to approximately
$139,000. This represents an increase of approximately $64,000 or 86% and can
be attributed primarily to the inclusion of Compuflight's interest expense of
approximately $78,000 related to its loans and notes payable both with Sandata
and GWDI. On a pro forma basis, interest expense increased approximately
$38,000 or 37%.

Also included in the pro forma other expenses is a one time charge for
approximately $666,000 relating to the write-down of a portion of the amount
outstanding from the Company's former chairman, Bert Brodsky. In addition, as
more fully disclosed in the financial statements, Support charged a one time
management and marketing fee, net of allowance, in 1993 to its then immediate
parent, Ray English and Associates Inc.

On a pro forma basis, other income and expense netted to an approximate expense
of $383,000 expense in 1993 as compared to an approximate net income of $30,000
in 1994. This change is due primarily to the Bert Brodsky write-down and the
RE&A management and marketing fee.

NET EARNINGS

The financial statements reflect net earnings of $3,812 for fiscal 1994, as
compared to $93,367 for fiscal 1993. The decrease of $89,555, or 96%, is due
primarily to the inclusion of Compuflight's loss in 1994 of $158,515. In
addition, the one time management and marketing fee, net of allowance, charged
to RE&A had its full impact in fiscal 1993. On a pro forma basis, the net loss
for 1993 was $959,633, which reflects a net change of approximately 100% to
1994's net earnings of $3,812. The change of $963,445 can be attributed
primarily to the decline in Compuflight's loss from $1,040,862 in fiscal 1993 to
$158,515 in fiscal 1994 netting to $882,347.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

In 1994, the Company financed a considerable part of its operations through
loans from GWDI approximating $250,000. In 1993, Support's shareholders' loan
infusions accounted for approximately $115,000 in funding and this, along with
additional capital purchases and loan retirements, resulted in a net increase in
financing of approximately $204,000. The principal use of these funds has been
the financing of the Company's software development activities and additions to
capital assets.

The Company's financial position in 1994 improved to the extent that cash
increased by $139,951. However the working capital deficiency increased by
approximately $246,000 from $250,716 in 1993 to $496,760 in 1994. Much of the
increase in the working capital deficiency can be attributed to a net increase
in accounts payable and accrued expenses of approximately $195,000.

Cash flows from operations decreased approximately $136,000 to $247,000 in 1994
primarily due to the decrease in net earnings in 1994. The increase in cash
flows from investing activities from an outflow of $678,645 in 1993 to an inflow
of $41,970 can be attributed primarily to the decline in advances to RE&A in
1994. The 1993 advance increase represents the inclusion of the management and
marketing fee charged to RE&A as previously described. An inflow of $84,242 in
1994 relates to the net cash received by the Company at the completion of the
reverse acquisition of Compuflight by the shareholders of Support. Cash flows
from financing activities amounted to a net inflow of $312,309 in 1993, as
compared to a net outflow of $125,181 in 1994. This change is attributable
primarily to the Company's payment of certain loans, as well as a reduction in
the line of credit. The loan retirements were financed by both the proceeds
from the GWDI loan and collection of license fees . As a result of these
activities and the resulting effect of foreign currency transactions, the
Company achieved a net increase in cash flows of $139,951 as compared to no
change and no cash balance in 1993.

The Company currently has no significant capital commitments but may, from time
to time, consider acquisitions of complementary businesses, products or
technologies; it has no present understandings, commitments or agreements with
respect to any such acquisitions.

As of October 31, 1994, the Company's available funds consisted of $139,951 in
cash.

COMMITMENTS

SUPPORT CLASS B SPECIAL SHAREHOLDERS REDEMPTION

In 1987 and 1989, Support issued a total of 3,600 Class B special shares for
$358,200 Canadian. These shares are non-voting, entitled to non-cumulative
dividends of $8 Canadian per share and are currently redeemable at the option of
Support for an aggregate amount of $540,000 Canadian. As at October 31, 1994,
no dividends had been paid or declared on these shares.

<PAGE>

EMPLOYMENT AND CONSULTING AGREEMENTS

Reference is made to Note I3 to the Company's consolidated financial statements
included herein as Item 7 for a discussion of certain employment and consulting
agreements entered into by the Company or Support and certain minimum
compensation obligations thereunder.

SECURITIES AND EXCHANGE COMMISSION FILINGS

Reference is made to Item 3 hereof for a discussion of certain correspondence
between the Company and the Commission with regard to certain delinquent filings
under the Exchange Act and certain authorized penalties with regard thereto.

PLAN OF OPERATION

The Company's liquidity at October 31, 1994 was insufficient to meet operating
requirements. The Company has therefore undertaken the following initiatives
and actions to reduce its working capital deficiency and alleviate cash flow
demands:

HARRIS CORPORATION

On January 17, 1991, the Company entered into a fixed price subcontract with
Harris Corporation ("Harris") for the development of flight planning software,
training and related documentation for the United States Air Force ("Air
Force"). The total fixed price for the 24 month subcontract was $2,168,268. As
of October 31, 1993, the full fixed price subcontract had been billed and
collected. During the course of the contract, Harris and the Company undertook
additional work effort requested by the Air Force, which Harris and the Company
considered beyond the scope of the statement of work of the fixed price
contract.

In January 1995, the Company filed with Harris claims aggregating approximately
$737,000 for services which the Company considered beyond the scope of the
subcontract. Harris has advised the Company that it intends to include in its
claims to the Air Force approximately $612,000 for services rendered by the
Company. Harris has further advised the Company that it will pay such claims on
a proportionate basis to the extent it receives payments from the Air Force.

The Company believes that it is entitled to recover the entire $737,000 claim
from Harris whether or not Harris receives payment from the Air Force and,
therefore, is continuing to actively pursue its claims against Harris. No
assurances can be given that any amounts will be received by the Company as a
result of its claims. Accordingly, such claims are not accounted for in the
determination of estimated earnings on the Harris subcontract and will be
recognized only when and if realized.

TRADE CREDITORS

The Company has successfully negotiated extended repayment terms with several
larger trade creditors. Although the Company's objective is to be current with
all its creditors, these extensions have ensured

<PAGE>

the continued viability of the Company. The Company is continuing to actively
pursue additional extensions with its creditors.

DEFERRED SALARIES

The Company is continuing its efforts to have deferred salaries (approximately
$191,000 at October 31, 1994) waived in addition to those previously waived
($82,991 at October 31, 1993).

CORPORATE STRATEGY

In an effort to increase working capital and expand market share, the Company
has adopted the following key strategies:

EXPAND WORLDWIDE DISTRIBUTION. The Company plans to continue to expand its
sales efforts both in domestic and international markets. The Company has also
established and intends to continue expanding alternate channels of distribution
through teaming agreements, joint marketing agreements and strategic alliances
with major aviation software vendors, leading consulting firms and systems
integrators. In particular, Support has established a joint marketing agreement
with Transquest, an Atlanta, Georgia based systems integrator under which
Transquest markets Support's software and services internationally and
domestically.

EXPAND PRODUCT BREADTH AND FUNCTIONALITY. The Company intends to continue
adding new features and applications and enhancing existing features to meet the
marketplace demands. To this end, the Company intends to incorporate new
technologies and standards as they are embraced by the aviation industry.

LEVERAGE EXISTING CUSTOMER BASE. The Company's products and services are used
by more than 50 customers worldwide. The Company is seeking to expand its
customer relationships by providing additional products and services, by
licensing additional users and by upgrading customers from service bureau to in-
house systems.

MANAGEMENT

The Company has experienced significant changes in its business, such as the
integration of the operations of Support, the establishment of new and demanding
joint marketing relationships, and the expansion of its products and services.
Such changes have placed, and may continue to place, a significant strain on the
Company's management and operations. In order to manage such changes, the
Company has added a number of new staff positions, including a Chief Financial
Officer, a Vice President of Marketing and Sales and a Director of Finance.

The Company must also continue to improve its operational, financial and
business systems and to hire the required management to implement the systems
and manage change effectively.

SUMMARY

Management will continue to aggressively pursue its objectives of integrating
the Canadian operations, improving customer service and

<PAGE>

maximizing shareholder return. To this end, management is committed to
implementing and enhancing the above noted plans on an ongoing basis. While
these plans have resulted in some immediate benefits, the Company may require
additional funding to completely achieve its objectives and intends to seek such
from various sources, including debt or equity offerings when and if such
financing is available to the Company. No assurance can be given that any
required financing will be available on commercially reasonable terms or
otherwise. In addition, no assurances can be given that the Company's Plan of
Operation as set forth above will be successful (whether due to a lack of
required financing or otherwise).

<PAGE>

ITEM 7 FINANCIAL STATEMENTS

The financial statements under Item 13 hereof, begin on Page F-1 following the
main body of this document.

<PAGE>

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.
29

<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth the positions and offices presently
held with the Company and Support by each present Director and executive
officer, as well as by each significant employee of the Company and Support, and
his or her age as of March 18, 1996:

EXECUTIVE OFFICERS AND DIRECTORS

NAME AGE POSITIONS AND OFFICES
PRESENTLY HELD WITH
THE COMPANY AND SUPPORT
- ---- --- -----------------------

Russell K. Thal 61 Chairman of the Board,
Executive Vice President
and Director

Duncan Macdonald 37 Chief Executive Officer
and Chief Financial
Officer

Dorothy A. English 53 Executive Vice
President and Director
of the Company and
Managing Director of
Support

Bruce Meyerson 53 Vice President -
Marketing and Sales

Denis L. Metherell 63 Secretary and Director

Kenneth M. Snyder 50 Director

SIGNIFICANT EMPLOYEES

NAME AGE POSITIONS AND OFFICES
PRESENTLY HELD WITH
THE COMPANY AND SUPPORT
- ---- --- -----------------------

Kahal de Haan 32 Director of Functional
Architecture for Support

Robert Dowding 29 Director of Systems
Development for Support

<PAGE>

SIGNIFICANT EMPLOYEES

NAME AGE POSITIONS AND OFFICES
PRESENTLY HELD WITH
THE COMPANY AND SUPPORT
- ---- --- -----------------------

Eric Johnson 53 Vice President -
Technical for Support

Joseph Pampalone 42 Director of Performance
Engineering

Robert Sosnowski 30 Director of Technical
Architecture for Support

Michael Taylor 55 Director of Flight
Operations for Support

Rainer Vietze 29 Director of Finance

Russell K. Thal, a founder of the Company, has served as Chairman of
the Board of the Company since October 1994, Executive Vice President of the
Company since March 1996 and a Director of the Company since its formation in
1981. Mr. Thal also served as the Company's President from 1981 to July 1995,
Chief Executive Officer from July 1995 to March 1996 and Treasurer from 1981 to
December 1993. In addition to managing the Company's operations, Mr. Thal has
been responsible for its marketing efforts. Prior to founding the Company, Mr.
Thal served as Director - Stations for New York Air from December 1980 to June
1981. From 1978 to December 1980, he was Director of Operations for Seaboard
World Airlines, and Senior Director-Military and Charter Operations for Flying
Tigers, where he was responsible for day-to-day control of operations, charter
and military operations, and fuel purchasing.

Duncan Macdonald has served as Chief Executive Officer of the Company
since March 1996 and Chief Financial Officer of the Company since July 1995.
From July 1994 to July 1995, Mr. Macdonald provided management consulting
services to the Company and Support in a non-officer capacity. Since January
1992, Mr. Macdonald has also served as managing partner of Decision Strategies
Inc., a management consulting firm. From January 1988 to January 1992, Mr.
Macdonald served as President of BCW Systems Ltd., a company in the healthcare
systems field.

Dorothy A. English has served as Executive Vice President of the
Company since July 1995 and a Director of the Company since February 1994. Mrs.
English also served as the Company's Chief Operating Officer from December 1993
to July 1994 and Chief Executive Officer from July 1994 to July 1995. She
co-founded

<PAGE>

Support and has served as its Managing Director since March 1996, its Treasurer
since February 1992 and a Director since 1987. Mrs. English also served as Vice
President and Secretary of Support from 1987 to February 1992, President from
February 1992 to October 1993 as well as from October 1995 to March 1996, and
Chief Operating Officer from February 1992 to October 1993.

Kenneth M. Snyder has served as a Director of the Company since
February 1994. Since October 1995, he has also served as a management
consultant to entities in the aviation industry and, since such date, has
provided certain consulting, advisory and corporate finance services to the
Company (see Item 12 hereof). Mr. Snyder served as Vice President and Treasurer
of the Company from October 1993 to November 1994 and Chief Operating Officer
from November 1994 to July 1995. From October 1993 to October 1995, he served
as President and Chief Operating Officer of Support. Prior thereto and from
1984, Mr. Snyder served as Vice President of American AirLease Corporation, a
company engaged in the leasing and financing of aircrafts.

Bruce Meyerson has served as Vice President - Marketing and Sales of
the Company since December 1995. From 1990 to 1995, Mr. Meyerson served as Vice
President - Marketing and Sales for Global Weather Dynamics, Inc., a company
which provides weather and information services (see Item 1 hereof).

Denis L. Metherell has served as Secretary of the Company since
October 1994 and a Director of the Company since July 1994. Mr. Metherell also
served as Treasurer of the Company from November 1994 to March 1996 and Chief
Financial Officer from November 1994 to July 1995. He served as Vice President
of Support from June 1993 to July 1995 and also serves as Vice President and a
Director of AVCON Associates Inc., which leases computers to Support (see Item
12 hereof). From 1976 to 1992, Mr. Metherell served as a technical consultant to
Northwest Airlines.

Kahal de Haan has served as the Director of Functional Architecture
for Support since September 1995. Prior thereto and from 1990, Mr. de Haan
served as a software engineer for Support.

Robert Dowding has served as the Director of Systems Development for
Support since September 1995. Prior thereto and from 1992, Mr. Dowding served
as a software engineer for Support. From 1990 to 1992, Mr. Dowding was a
software engineer with Navtel, Inc., a Canadian telecommunications firm.

Eric Johnson has held the position of Vice President - Technical of
Support since 1987. From 1982 to 1987, Mr. Johnson owned Hangar Books, a
publishing company that specialized in the aviation field. Mr. Johnson also has
fifteen years experience as a navigator in the Royal Canadian Air Force.

<PAGE>

Joseph Pampalone has served as the Company's Director of Performance
Engineering since September 1995. Prior thereto and from 1992, Mr. Pampalone
served as the Company's Manager of Systems Development. He also served as a
dispatcher/program analyst for the Company from 1988 to 1992.

Robert Sosnowski has served as the Director of Technical Architecture
for Support since September 1995. Prior thereto and from 1989, Mr. Sosnowski
served as a software engineer for Support.

Michael Taylor has served as the Director of Flight Operations for
Support since 1991. Prior to joining Support, Mr. Taylor spent seven years with
Worldways Canada where he served as training captain and check pilot. Mr.
Taylor was also a pilot for the Royal Canadian Air Force for 28 years.

Rainer Vietze, C.A. joined the Company in November 1995 as the
Director of Finance. Prior to joining the Company, Mr. Vietze worked as an
audit manager for Doane Raymond Chartered Accountants (the Canadian member firm
of Grant Thornton International) for the period from 1990 to 1995.

Each Director will hold office until the next Annual Meeting of
Stockholders or until his or her successor is elected and qualified. Each
executive officer will hold office until the next regular meeting of the Board
of Directors following the next Annual Meeting of Stockholders or until his or
her successor is elected or appointed and qualified.

To the Company's knowledge, based solely on a review of copies of
Forms 3, 4 and 5 furnished to the Company and written representations that no
other reports were required, during the fiscal year ended October 31, 1994, all
Section 16(a) filing requirements applicable to the Company's officers,
Directors and 10% stockholders were complied with, except as follows: (i) Mr.
Thal filed his Form 5 late, reporting the grant of options to him on one
occasion during the fiscal year; (ii) Mr. Metherell filed his Form 3 three days
late; and (iii) Mrs. English and Mr. Snyder, as well as Raymond F. English and
Ray English and Associates Inc. ("RE&A")(see Item 11 hereof), filed their
respective amended Forms 4 late, reporting the cancellation of certain transfers
previously reported on Forms 4 during such fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

(a) SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning the
compensation of all executive officers of the Company as of October 31, 1994 who
had a total salary and bonus for such year in excess of $100,000 as well as all
persons who served

<PAGE>

as Chief Executive Officer of the Company during the fiscal year ended October
31, 1994.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION

AWARDS PAYOUTS

COMMON
NAME AND RESTRICTED STOCK
PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
- --------- ---- ------ ----- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Raymond F. 1994 -0- -0- -0- -0- -0- -0- -0-
English, 1993 -0-(2) -0- -0- -0- -0- -0- -0-
Chairman(1)

Bert E. 1994 *(3) -0- $99,990(4) -0- -0- -0- -0-
Brodsky, 1993 $100,000 -0- $12,000(5)(6) -0- -0- -0- -0-
Chairman (3)

Russell K. 1994 $125,000 -0- $14,800(5)(7) -0- 65,000 -0- -0-
Thal, 1993 $100,000 $10,000 $12,000(5) -0- -0- -0- -0-
President

Kenneth M. 1994 $31,901 -0- -0- -0- -0- -0- -0-
Snyder, 1993 -0- -0- -0- -0- -0- -0- -0-
Vice
President(8)
</TABLE>

(1) Mr. English served as Chairman of the Board and Chief Executive Officer of
the Company from December 1993 to October 1994, at which time he resigned
as an officer and Director of the Company.
(2) Excludes approximately $56,000 Canadian in salary which was earned from
Support for the fiscal year ended October 31, 1993 but not paid (see Item
12 hereof).
(3) Mr. Brodsky resigned as Chairman of the Board in December 1993. He
received a nominal salary payment prior to such resignation.
(4) Represents amounts paid pursuant to Consulting Agreement (see Item 1
hereof).
(5) Includes $12,000 paid by the Company as an automobile allowance.
(6) Excludes any compensation that Mr. Brodsky may be deemed to have received
in connection with the sale of his shares of Common Stock of the Company
discussed in Item 1 hereof.
(7) Includes $2,800 paid by the Company as an allowance for the purchase of
disability insurance.
(8) Mr. Snyder was elected Vice President of the Company in December 1993 and
Chief Operating Officer of the Company effective November 1994.

(b) OPTION GRANTS TABLE

The following table sets forth certain information with regard to the
grants of stock options during the fiscal year ended

<PAGE>

October 31, 1994 to the persons named in Item 10(a) hereof:
<TABLE>
<CAPTION>
Shares of Percent of
Common Stock Total Options
Underlying Granted to Exercise
Options Employees in Price/ Expiration
Name Granted Fiscal Year Share Date
---- ------------ ------------- -------- ----------
<S> <C> <C> <C> <C>
Raymond F. -0- -0- - -
English

Bert E. -0- -0- - -
Brodsky

Russell K. 65,000 100% $1.00 12/08/03
Thal

Kenneth M. -0- -0- - -
Snyder
</TABLE>

The following table sets forth certain information concerning the
value as of October 31, 1994 of unexercised options held by the persons named
in Item 10(a) hereof:

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS AT
OCTOBER 31, 1994 OCTOBER 31, 1994

NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- --------------------------
<S> <C> <C>
Raymond F. English -0-/-0- -0-/-0-

Bert E. Brodsky -0-/-0- -0-/-0-

Russell K. Thal 75,938/-0- -0-/-0-

Kenneth M. Snyder -0-/-0- -0-/-0-
</TABLE>

No options were exercised by any of the named persons during the fiscal year
ended October 31, 1994.

(d) COMPENSATION OF DIRECTORS

The By-Laws of the Company provide that Directors shall be reimbursed
for travel expenses incurred in attending any meeting of the Board or any
committee thereof and each Director, except salaried officers of the Company,
shall be paid a fee for attending each meeting of the Board or any such
committee as may be fixed by the Board from time to time. No Directors' fees
have been paid to date. The By-Laws of the Company also provide, to the extent

<PAGE>

permitted by law, for certain indemnification of its Directors.

(e) EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Mr. Thal is employed by the Company pursuant to an employment
agreement (the "Employment Agreement") which expires on March 31, 1999 (the
"Expiration Date") and provides for a minimum annual salary of $125,000
effective December 1, 1993, with annual cost of living increases. Pursuant to
the Employment Agreement, as amended, subject to the terms and conditions
thereof, the Company has agreed to acquire an annuity and/or universal life
insurance policy which will provide for the following: (i) Mr. Thal being the
beneficiary thereof; (ii) provided that Mr. Thal does not voluntarily terminate
his employment with the Company prior to the Expiration Date, following the
cessation of Mr. Thal's employment with the Company, the payment to him of an
aggregate of $600,000, payable in 60 equal monthly installments of $10,000 each
and (iii) a death benefit covering Mr. Thal's death through the fifth
anniversary of the Expiration Date, which face amount shall decrease to the
extent of any monthly benefits paid pursuant to (ii) above. In addition,
pursuant to the Employment Agreement, in the event of Mr. Thal's death during
the employment period, his estate would be entitled to receive payments equal to
three months salary. Further, under certain circumstances, Mr. Thal may be
entitled to receive two years severance payments upon the termination of his
employment.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The total number of shares of Common Stock outstanding as of February
29, 1996 was 1,701,980. The Common Stock is the only class of securities
outstanding. Each share is entitled to one vote. The following table sets
forth certain information regarding the Company's outstanding shares of Common
Stock beneficially owned as of February 29, 1996 by (i) each person who is known
by the Company to own beneficially or exercise voting or dispositive control
over more than 5% of the Company's Common Stock, (ii) each present Director,
(iii) each person named in Item 10(a) hereof, and (iv) all of the Company's
present executive officers and Directors as a group:

<PAGE>

<TABLE>
<CAPTION>
APPROXIMATE
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING SHARES
- ------------------- ------------------ ------------------
<S> <C> <C>
Dorothy A. English 1,007,766(1)(2) 59.2%
550 Parkside Drive (3)
Waterloo, Ontario,
Canada

Raymond F. English 818,766(1)(2) 48.1%
17 Cardinal Street (4)
Elmira, Ontario,
Canada

Ray English and 802,766(2)(5) 47.2%
Associates Inc.
17 Cardinal Street
Elmira, Ontario,
Canada

Kenneth M. Snyder 250,000(6) 12.8%
207 Pittman Place
Carson City, Nevada

Duncan Macdonald 150,000(7) 8.1%
50 O'Connor
Ottawa, Ontario,
Canada

Innovation Ontario 125,000 7.3%
Corporation
56 Wellesley Street
West
Toronto, Ontario
Canada

Russell K. Thal 93,813(3)(8) 5.3%
99 Seaview Boulevard
Port Washington, NY

Bert E. Brodsky 6,393 *
26 Harbor Park Drive
Port Washington, NY

Denis L. Metherell 3,000(3) *
550 Parkside Drive
Waterloo, Ontario,
Canada

All executive 1,529,579(1)(3) 69.4%
officers and (6)(7)
Directors as a group (8)(9)
(6 persons)
</TABLE>

<PAGE>

* Less than 1%
(1) Represents 802,766 shares beneficially owned by RE&A and 205,000 shares
beneficially owned by Mrs. English. All such shares are held by Mrs.
English as voting trustee pursuant to a Voting Trust Agreement which
expires on the date the promissory note payable by RE&A to Support, as
discussed in Item 12 hereof, is satisfied in full and canceled. Does not
include 12,000 shares beneficially owned by Raymond F. English, Mrs.
English's husband. Mrs. English disclaims beneficial interest in such
shares.
(2) Such persons may be deemed parents of the Company.
(3) Does not include 250,000 (Dorothy A. English), 250,000 (Russell K. Thal),
or 100,000 (Denis L. Metherell) shares, respectively, subject to options
granted under the Company's 1995 Stock Option Plan (the "Option Plan").
The Option Plan and the options granted thereunder are subject to
shareholder approval of (a) the Option Plan and (b) an increase in the
authorized capitalization of the Company.
(4) Includes 802,766 shares beneficially owned by RE&A, of which, the Company
has been advised, Mr. English is the Chairman, Chief Executive Officer and
sole stockholder. Such shares are held pursuant to a Voting Trust
Agreement as discussed in footnote (1) hereof.
(5) Shares are held pursuant to a Voting Trust Agreement, as discussed in
footnote (1) hereof.
(6) Represents shares issuable upon exercise of currently exercisable options.
An additional 150,000 shares are issuable upon exercise of options not yet
exercisable.
(7) Represents shares issuable upon exercise of currently exercisable options.
An additional 50,000 shares are issuable upon exercise of options not yet
exercisable.
(8) Includes 75,938 shares issuable pursuant to currently exercisable options
and 312 shares owned by Mr. Thal's wife. This shall not be deemed an
admission that Mr. Thal is the beneficial owner of the shares owned by his
wife.
(9) Includes 25,000 shares issuable to an executive officer upon exercise of
currently exercisable options. An additional 25,000 shares are issuable
upon exercise of options not yet exercisable.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reference is made to Item 1 hereof for a discussion of certain
transactions between the Company and Bert E. Brodsky, its former Chairman of the
Board.

AVCON Associates Inc., an entity of which Denis L. Metherell,
Secretary and a Director of the Company, is a Vice President and a Director,
leases certain computer equipment to Support. The Company believes that the
lease payments, which currently aggregate approximately $3,000 Canadian per
month, are no

<PAGE>

higher than would be payable to a nonaffiliated third party.

In 1993, prior to the acquisition discussed in Item 1 hereof, RE&A
engaged Support to provide certain management and marketing services in
connection with the management of the military and air traffic control ("ATC")
versions of the FOMS software. During such year and prior thereto, Support also
advanced funds to RE&A in order to assist RE&A in meeting its obligations. RE&A
is wholly owned by Raymond F. English, a former Chairman of the Company, who
resigned from such position on October 31, 1994 (see Item 11 hereof).

Effective July 15, 1995, RE&A executed and delivered to Support a
promissory note in the principal amount of $750,000 Canadian (the "RE&A Note")
to evidence its obligation to Support as of such date. The RE&A Note is payable
on July 15, 2005 (or sooner as provided below) and provides for interest at the
rate of 5% per annum payable annually.

Prior to the acquisition described in Item 1 hereof, RE&A was engaged
in the business of managing and marketing the military and ATC versions of the
FOMS software, especially as it related to large-scale Canadian Government
traffic management projects. As part of the acquisition transaction, the
software rights for the military and ATC versions of FOMS were transferred to
the Company's subsidiary, EAS.

Effective January 1, 1995, Support and RE&A entered into a five year
Consulting and Marketing Agreement (the "Consulting Agreement") pursuant to
which RE&A provides consulting and marketing services with regard to Support's
FOMS software. The Consulting Agreement provides for the payment to RE&A of a
base monthly fee of $11,000 Canadian as well as an additional aggregate fee of
$12,000 for certain additional services provided. The Consulting Agreement
provides further for commissions and finder's fees to RE&A for the licensing of
the FOMS software and introduction of Support to potential clients. Pursuant to
the Consulting Agreement, Support shall have the right to offset $3,500 Canadian
per month against compensation otherwise payable to RE&A thereunder as a payment
of amounts due under the RE&A Note. In addition, the Consulting Agreement
provides for the additional payment of the RE&A Note on the following basis:

(i) 15% of the first $10,000 Canadian of commissions or finder's
fees earned during a contract year;
(ii) 20% of the next $10,000 Canadian of commissions and finder's
fees earned during a contract year; and
(iii) 25% of any earned commissions or finder's fees exceeding
$20,000 Canadian in a contract year.

<PAGE>

The Consulting Agreement is terminable by Support under certain
circumstances.

In consideration of the execution of the Consulting Agreement, Mr.
English also agreed that approximately $102,500 Canadian in unpaid salary would
not be payable to him unless and until all amounts due under the RE&A Note were
paid in full.

Effective as of October 1, 1995, the Company entered into a one year
Key Advisor Agreement (the "Key Advisor Agreement") with Kenneth Snyder pursuant
to which Mr. Snyder has been retained to provide certain consulting, advisory
and corporate finance services. Mr. Snyder has the right to extend the
expiration date for a period of six months. In the event Mr. Snyder exercises
such right, the Company shall have the right to extend the term of the Key
Advisor Agreement further for a period of six months. Pursuant to the Key
Advisor Agreement, Mr. Snyder is entitled to receive a base monthly fee of
$11,000 as well as, under certain circumstances, certain finders fees with
respect to equity and/or debt financings (such fee, with respect to any
particular transaction, to equal the lesser of 5% of the financing proceeds or
$75,000 Canadian).

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

2(A) Stock Purchase Agreement dated as of October 31, 1993
among Bert E. Brodsky, Muriel Brodsky, Navtech Systems
Consulting Inc. (now called Ray English and Associates
Inc.), Ray English and Dorothy English (1)

2(B) Stock Purchase Agreement dated as of October 31, 1993
among Compuflight, Inc., Bert E. Brodsky, Navtech
Systems Consulting Inc.(now called Ray English and
Associates Inc.), Ray English and Dorothy English (1)

3(A) Certificate of Incorporation and amendments thereto
including Certificate of Ownership and Merger

3(B) By-Laws (3)

9 Voting Trust Agreement dated as of July 15, 1995 among
Ray English and Associates Inc., Dorothy A. English
and Dorothy A. English as voting trustee

<PAGE>

10(A) Employment Agreement dated as of December 1, 1993
between the Company and Russell K. Thal (4) and
amendment thereto dated March 14, 1996

10(B) Incentive Stock Option Plan (3)

10(C) Non-Qualified Stock Option Plan (2)

10(D) Consulting Agreement dated as of November 1, 1993
between Compuflight, Inc. and Bert E. Brodsky, together
with amendment thereto dated December 2, 1993 (1)

10(E) Promissory Note dated as of November 1, 1993 payable by
Bert E. Brodsky to the order of Compuflight, Inc. in
the principal amount of $804,000 (1)

10(F) Loan Agreement dated February 8, 1994 among Global
Weather Dynamics, Inc., Compuflight, Inc. and Navtech
Systems Support Inc. (4)

10(G) Letter agreement dated November 1, 1993 between
Sandata, Inc. and Compuflight, Inc.

10(H) Lease dated March 31, 1994 between Seagull Associates
Inc. and Compuflight, Inc., as amended, with respect to
Port Washington, New York premises

10(I) Lease dated June 5, 1991 between Vandor Realty
Corporation and Navtech Systems Support Inc. with
respect to Waterloo, Ontario premises

10(J) 1995 Stock Option Plan

10(K) 1995 Key Employees and Advisors Stock Option Plan

10(L) Consulting and Marketing Agreement dated as of January
1, 1995 between Navtech Systems Support Inc. and Ray
English and Associates Inc.

10(M) Promissory Note dated as of July 15, 1995 payable by
Ray English and Associates

<PAGE>

Inc. in the principal amount of $750,000

10(N) Stock Option Agreement dated as of July 28, 1995
between Compuflight, Inc. and Russell K. Thal

10(O) Stock Option Agreement dated as of July 28, 1995
between Compuflight, Inc. and Dorothy A. English

10(P) Stock Option Agreement dated as of July 28, 1995
between Compuflight, Inc. and Denis L. Metherell

10(Q) Key Advisor Agreement dated as of October 1, 1995
between Compuflight, Inc. and Kenneth M. Snyder

10(R) Amended and Restated Stock Option Agreement dated as of
August 9, 1995 between Compuflight, Inc. and Kenneth M.
Snyder

10(S) Stock Option Agreement dated as of August 9, 1995
between Compuflight, Inc. and Duncan Macdonald

21 Subsidiaries(4)

27 Financial Data Schedules
- ----------------

(1) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Current Report on Form 8-K for an event dated
December 1, 1993.

(2) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1992.

(3) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Registration Statement on Form S-18 as
Registration No. 2-93714-NY.

(4) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1993.

(b) Reports on Form 8-K

The Company did not file any Current Reports on Form 8-K
during the quarter ended October 31, 1994.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

PAGE

Report of Independent Certified Public Accountants F-2

Financial Statements

Consolidated Balance Sheet as of October 31, 1994 F-3

Consolidated Statements of Earnings for the Years Ended
October 31, 1994 and 1993 F-4

Consolidated Statement of Deficiency in Shareholders'
Equity for the Years Ended October 31, 1994 and 1993 F-5

Consolidated Statements of Cash Flows for the Years
Ended October 31, 1994 and 1993 F-6

Notes to Consolidated Financial Statements F-7

F-1

<PAGE>

REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS

Board of Directors and Shareholders

COMPUFLIGHT, INC.

We have audited the accompanying consolidated balance sheet of Compuflight, Inc.
and Subsidiaries (the "Company") as of October 31, 1994 and the related
consolidated statements of earnings, deficiency in shareholders' equity and cash
flows for each of the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Compuflight, Inc. and Subsidiaries as of October 31, 1994, and the results of
their consolidated operations and their consolidated cash flows for each of the
two years then ended, in conformity with generally accepted accounting
principles.

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has a deficiency in working capital and a deficiency in
shareholders' equity of $496,760 and $114,315, respectively. These factors,
among others, as described in Note B to the consolidated financial statements,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note B. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

GRANT THORNTON LLP

Melville, New York
February 2, 1996 (except for Notes H and I, as to
which the date is March 19, 1996)

F-2

<PAGE>

Compuflight, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEET

October 31, 1994

ASSETS

<S> <C>
CURRENT ASSETS
Cash and equivalents $ 139,951
Accounts receivable, net of allowance for doubtful accounts of $144,500 358,040
License fees receivable 348,883
Prepaid expenses and other 25,578
-----------

Total current assets 872,452

INVESTMENT TAX CREDITS RECEIVABLE 293,707

LICENSE FEES RECEIVABLE 296,971

FIXED ASSETS, NET 400,514

OTHER ASSETS 10,467
-----------

$ 1,874,111
-----------
-----------

LIABILITIES AND DEFICIENCY IN SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 503,234
Deferred salaries 191,216
Note payable 17,726
Global demand loan payable 203,789
Due to related parties -- current portion 453,247
-----------
Total current liabilities 1,369,212

DUE TO RELATED PARTIES 284,363

MINORITY INTERESTS 334,851

COMMITMENTS AND CONTINGENCIES

DEFICIENCY IN SHAREHOLDERS' EQUITY

Common stock, par value $.001 per share; authorized, 2,500,000
shares; issued and outstanding, 1,576,980 shares 1,577
Additional paid-in capital 1,444,308
Notes receivable -- former Chairmen (1,149,780)
Cumulative foreign translation adjustment 37,528
Accumulated deficit (447,948)
-----------

(114,315)
-----------
$ 1,874,111
-----------
-----------

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.

F-3

<PAGE>

Compuflight, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS

Year ended October 31,

1994 1993
--------- ----------
<S> <C> <C>

Revenue
Service fees $2,560,053 $ 554,410
Hardware, software and license sales 385,105 424,546
--------- ----------

2,945,158 978,956
--------- ----------

Costs and expenses
Operating 1,832,826 637,433
Research and development 225,411 313,558
Selling, general and administrative 771,703 139,651
Depreciation and amortization 153,377 65,558
--------- ----------

2,983,317 1,156,200
--------- ---------

Operating loss (38,159) (177,244)

Other income (expense)
Interest income 27,007 9,643
Interest expense -- related parties (96,116) (52,053)
Interest expense -- other (42,582) (22,578)
Management fee -- former Parent 574,061
Provision for loss -- former Parent (238,800)
Realized foreign exchange gain (loss) 108,057 (119,559)
Scientific research and experimental development
credits 36,621 109,742
Other 33,315 10,155
--------- ---------

Earnings before minority interests 28,143 93,367

Earnings of minority interests (24,331) --
--------- ---------

NET EARNINGS $ 3,812 $ 93,367
--------- ---------
--------- ---------

Net earnings per share $ -- $ .06
--------- ---------
--------- ---------

Weighted average number of common shares outstanding 1,576,980 1,576,980
--------- ---------
--------- ---------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

F-4

<PAGE>

Compuflight, Inc. and Subsidiaries

STATEMENT OF DEFICIENCY IN SHAREHOLDERS' EQUITY

Years ended October 31, 1994 and 1993

Notes Cumulative
Common stock Additional receivable-- foreign
---------------- paid-in former translation Accumulated
Shares Amount capital Chairmen adjustment deficit Total
-------- ------ ----------- ----------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>

Balance at November 1, 1992 797,775 $ 797 $ 825,071 $ (65,319) $ (545,127) $ 215,422

Proceeds from sale of
common stock 316,869 317 247,873 248,190

Advances to RE&A, net (343,880) (343,880)

Foreign translation adjustment $35,203 35,203

Net earnings 93,367 93,367
--------- ----- --------- --------- ------- -------- --------

Balance at October 31, 1993 1,114,644 1,114 1,072,944 (409,199) 35,203 (451,760) 248,302

Recapitalization 462,336 463 371,364 (804,000) (432,173)

Collections--former Chairman 65,143 65,143

Advances to RE&A, net (1,724) (1,724)

Foreign translation adjustment 2,325 2,325

Net earnings 3,812 3,812
---------- ------ --------- --------- ------ -------- -------

BALANCE AT OCTOBER 31, 1994 1,576,980 $1,577 $1,444,308 $(1,149,780) $37,528 $(447,948) $(114,315)
--------- ----- --------- ---------- ------ ------- -------
--------- ----- --------- ---------- ------ ------- -------

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.

F-5

<PAGE>

Compuflight, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended October 31,

1994 1993
------- --------
<S> <C> <C>
Cash flows from operating activities
Net earnings $ 3,812 $ 93,367
Adjustments to reconcile net earnings to net cash provided
by operating activities
Depreciation and amortization 153,377 65,558
Provision for uncollectible accounts 121,378 238,800
Minority interests 24,331
Consulting fees, net 65,143
(Gain) loss on fixed assets (2,635) 3,631
(Increase) decrease in operating assets
Accounts receivable (169,339) 89,892
Scientific research and experimental development credits (36,112) (121,469)
License fees receivable (122,614) (263,280)
Prepaid expenses and other 15,512 82,000
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses 113,787 169,505
Deferred salaries 34,871 25,152
Due to related parties 45,944
------- -------

Net cash provided by operating activities 247,455 383,156
------- -------

Cash flows from investing activities
Cash acquired of Compuflight 84,242
Purchase of fixed assets (53,897) (114,739)
Proceeds from sale of fixed assets 3,478 18,774
Purchase of minority interests (3,669)
Advances to RE&A (1,724) (582,680)
Repayment of note receivable -- director and officer 7,183
Other 6,357
------- -------

Net cash provided by (used in) investing activities 41,970 (678,645)
------- -------

Cash flows from financing activities
Proceeds from sale of common stock 248,190
Advance from Compuflight 50,000
Payment of notes -- former affiliate (180,000)
Increase (decrease) in cash overdraft (152,938) 71,698
Proceeds from Global demand loan 203,789
Proceeds from Support shareholder demand loans 115,498
Proceeds from notes 27,663
Payment of notes (12,668) (4,560)
Payment of support shareholder demand loans (11,027) (168,517)
------- -------

Net cash (used in) provided by financing activities (125,181) 312,309
------- -------

Effect of foreign translations on cash (24,293) (16,820)
------- -------

NET INCREASE IN CASH AND
EQUIVALENTS 139,951

Cash and equivalents at beginning of year -- --
------- -------

Cash and equivalents at end of year $ 139,951 $ --
-------- -------
-------- -------

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

F-6

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 1994 and 1993

NOTE A -- DESCRIPTION OF BUSINESS AND ORGANIZATION

Compuflight, Inc. ("Compuflight") and Subsidiaries, Navtech Systems Support
Inc. ("Support") and Efficient Aviation Systems Inc. ("EAS") (herein
referred to collectively as the "Company"), are engaged in the business of
(1) providing computerized flight planning service to all segments of the
aviation industry, but principally to commercial airlines and corporate
aircraft users and (2) selling customized versions of their proprietary
software to end users mainly throughout the United States and Canada.

REVERSE ACQUISITION OF THE COMPANY AND RECAPITALIZATION

On December 1, 1993, Compuflight and its former Chairman consummated a
stock purchase agreement, dated as of October 31, 1993, with Ray English
and Associates Inc. ("RE&A"), formerly Navtech Systems Consulting Inc., and
RE&A shareholders. Pursuant to the agreement, effective November 1, 1993,
Compuflight had exchanged 1,114,644 shares of its common stock ($.56 per
share) and assumed an $800,000 obligation of RE&A to Compuflight's former
Chairman for all of the outstanding stock of EAS (a wholly-owned subsidiary
of RE&A) and approximately 88% of the outstanding common shares of Support
(a company controlled by RE&A and its principal shareholders).

Contemporaneously with the stock purchase agreement, Compuflight's former
Chairman and his immediate family sold their 238,872 shares of
Compuflight's common stock to RE&A in exchange for an $800,000 note payable
to Compuflight's former Chairman. In connection with Compuflight's
acquisition of EAS, Compuflight has assumed RE&A's note payable to
Compuflight's former Chairman and as a result the former Chairman's
indebtedness to Compuflight was reduced to $804,000. Such indebtedness is
payable to Compuflight in equal monthly installments over a ten-year
period, together with interest at 4-1/2% per annum. Further, Compuflight
entered into a ten-year consulting agreement with its former Chairman
providing for fees payable, substantially upon the same terms as the
indebtedness repayment, and, accordingly, this note receivable from the
former Chairman has been presented as a component in the statement of
deficiency in shareholders' equity.

Compuflight also granted the remaining common shareholder of Support the
right to acquire 125,000 shares of Compuflight's stock on the same basis as
accorded to RE&A and the other Support shareholders (which right was
exercised in November 1995). In addition, Compuflight agreed that its
previously existing public shareholders of record on December 11, 1993
would have the right to purchase one share of Compuflight's common stock
for each share then held at a price of $1.29 per share. Such rights
expired unexercised on February 28, 1995.

F-7

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE A (CONTINUED)

As a result of the above, effective November 1, 1993, RE&A and the other
former shareholders of Support had acquired approximately 86% of
Compuflight's common stock, and, accordingly, Compuflight has accounted for
the above transactions as a recapitalization of Support and EAS with
Support and EAS as the acquirer of Compuflight for financial reporting
purposes. Accordingly, Support and EAS's combined net assets have been
presented at historical cost and Compuflight's net assets have been
recorded at their fair market value, which has been determined to
approximate historical cost. The historical operating results are those of
the acquirer (Support and EAS), and Compuflight's operating results have
been included from the effective date of the acquisition (November 1,
1993). Presented below are the unaudited pro forma condensed operating
results for the year ended October 31, 1993, as if the transaction had been
consummated on November 1, 1992.

Revenue $2,396,753
---------
---------

Net loss $ (959,633)
---------
---------

Net loss per share $ (0.61)
---------
---------

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in
the preparation of the consolidated financial statements follows:

1. BASIS OF PRESENTATION

The consolidated financial statements have been prepared assuming the
Company will continue as a going concern. However, as of October 31,
1994, the Company has a deficiency in working capital and a deficiency
in shareholders' equity of $496,760 and $114,315, respectively. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that may result should the
Company be unable to continue in existence.

F-8

<PAGE>

Compuflight, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE B (CONTINUED)

Management's plans in regard to these matters include concerted
efforts to (i) pursue its claim against Harris Corporation (Note I),
(ii) continue to negotiate extended terms with trade creditors, (iii)
continue to defer salaries of certain employees and officers, (iv)
expand its marketing activities and (v) seek additional financing
sources, including debt or equity offerings. However, no assurances
can be given that the Company will be able to obtain additional
financing or that the above plans will enable the Company to continue
in existence.

2. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of
Compuflight, its 88%-owned subsidiary, Support, and its wholly-owned
subsidiary, EAS. All material intercompany balances and transactions
have been eliminated. In accordance with Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translations," assets
and liabilities of foreign operations are translated at current rates
of exchange while results of operations are translated at average
rates in effect for the period. Unrealized translation gains or
losses are shown as a separate component in the statement of
deficiency in shareholders' equity.

3. FIXED ASSETS

Fixed assets are recorded at cost. Depreciation is provided using the
straight-line and declining balance methods over the estimated useful
lives of the related assets.

4. SOFTWARE COSTS

The Company capitalizes expenditures incurred for the development of
existing software which has already reached technological feasibility
and expenses all other costs. Amortization is computed by the
straight-line method over the estimated useful life of the software.

5. MINORITY INTERESTS

Minority interests include the portion of common equity of Support not
owned by the Company. Also included in minority interests are 3,600
shares of Class B, nonvoting shares of Support. Such shares, issued
for $358,200 Canadian ($261,275 U.S. at October 31, 1994), are
entitled to noncumulative dividends of $8 per share and are redeemable
at the option of the Company for $540,000 Canadian ($394,000 U.S.).
To date, no dividends have been declared or paid with respect to such
shares.

F-9

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE B (CONTINUED)

6. USE OF ESTIMATES

In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ
from those estimates.

7. INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No.
109 ("SFAS No. 109"), "Accounting for Income Taxes," effective fiscal
1993. Prior to fiscal 1993, the Company accounted for income taxes in
accordance with Accounting Principles Board Opinion No. 11. The
cumulative effect of this change in accounting method was not
significant. SFAS No. 109 required a change from the deferred method
of accounting for income taxes to the asset and liability method.
Pursuant to SFAS No. 109, deferred income taxes are recognized for the
tax consequences of temporary differences by applying enacted
statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax bases of existing
assets and liabilities. The effect on deferred taxes of a change in
tax rates is recognized in income in the period that includes the
enactment date. Pursuant to SFAS No. 109, a valuation allowance has
been established to reduce the deferred tax assets as it is more
likely than not that all, or some portion of, the deferred tax assets
will not be realized.

8. NET EARNINGS PER SHARE

Net earnings per share of common stock are based upon the weighted
average number of shares outstanding during each year, after giving
retroactive effect to the reverse merger described in Note A. Common
stock equivalents consist of additional shares that would be
outstanding assuming the exercise of dilutive outstanding stock
options and stock warrants. No common stock equivalents were included
in the earnings per share calculation during fiscal 1994 and 1993 as
their inclusion would be antidilutive.

F-10

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE B (CONTINUED)

9. REVENUE RECOGNITION

Revenue from license fees is recognized at the later of delivery of
the software master copy or, if applicable, fulfillment of all other
significant obligations under terms of license agreements. The
Company has no significant expenditures relating to either warranties
or post-contract customer support bundled with the initial sale of the
license and, therefore, no provision is included in the consolidated
financial statements. For those agreements where there is uncertainty
as to ultimate collection, revenue is recognized only as cash is
received. Systems consulting and implementation fees and hardware
commissions are recognized upon rendering of services. Custom
programming, communication and database income, and service bureau and
support revenue are recognized ratably over applicable contractual
periods or as services are performed. Amounts billed but not yet
earned and payments received prior to the earning of revenue are
deferred.

10. CASH FLOWS

For purposes of the statements of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents. The Company paid
income taxes and interest of approximately $5,300 and $120,400,
respectively, for the year ended October 31, 1994 and interest of
$55,300 for the year ended October 31, 1993.

11. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," is required to be implemented in fiscal
1996. SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles held and used by the entity be reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. The Company
believes that implementation of this statement will not have any
material effect on its results of operations and financial position.

F-11

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE B (CONTINUED)

Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"),
"Accounting for Stock-Based Compensation," is also required to be
implemented in fiscal 1996 and introduces a choice in the method of
accounting used for stock-based compensation. Entities may use the
"intrinsic value" method currently based on APB No. 25 or the new
"fair value" method contained in SFAS No. 123. The Company intends to
implement SFAS No. 123 in fiscal 1996 by continuing to account for
stock-based compensation under APB No. 25. As required by SFAS No.
123, the pro forma effects on net income and earnings per share will
be determined as if the fair-value-based method had been applied and
disclosed in the notes to the consolidated financial statements.

NOTE C - LICENSE FEES RECEIVABLE

The Company has entered into license agreements granting end user licensees
a nonexclusive perpetual right to use the Company's flight planning
software. Historically, the Company has offered its licensees extended
payment terms. In those instances, the related license fees have been
discounted to reflect financing costs of 15% per annum. Revenue from such
agreements is recorded upon the later of the delivery of the software
master copy or, if applicable, fulfillment of all other significant
obligations under the contract. For agreements where there is uncertainty
as to ultimate collection, revenue is recognized only as cash is received.
License fees receivable at October 31, 1994 consist of the following:

Discounted
Payment terms amount
------------- ----------

$10,000 per month with full payment received
in December 1994 $189,281

$18,000 Canadian per month through May 1998 456,573
-------

645,854
Current portion 348,883
-------

$296,971
-------
-------

F-12

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE C (CONTINUED)

The Company has significant concentrations in credit risk with respect to
its license fees receivable in that the remaining unpaid fee receivable at
December 31, 1994 is due from a single customer in the commercial air
transportation business. Generally, the Company does not obtain other
collateral in addition to its software license.

NOTE D - FIXED ASSETS

Fixed assets consist of the following:

Useful
life 1994
--------- --------

Computer software 5-10 years $404,306
Computer equipment 5-10 years 212,108
Furniture and fixtures 5-20 years 12,648
Leasehold improvements 5 years 5,281
-------

634,343

Less accumulated depreciation
and amortization 233,829
-------

$400,514
-------
-------

Amortization expense for capitalized software totaled approximately
$117,000 and $13,000 in 1994 and 1993, respectively. Accumulated
amortization approximated $139,000 and $17,000 at October 31, 1994 and
1993, respectively.

NOTE E - LOANS PAYABLE TO GLOBAL

In January 1994, the Company announced its intention to enter into an
agreement with Global Weather Dynamics, Inc. ("Global"), a company that
provides weather services to the Company, which would have resulted in the
acquisition of Global by the Company, whereby the Global shareholders would
have owned a majority interest in the Company's issued and outstanding
shares of common stock. In January 1995, the Company announced that it had
suspended discussions with Global with regard to the proposed business
combination.

F-13

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE E (CONTINUED)
On February 8, 1994, Global, Compuflight and Support entered into a Loan
Agreement providing for a loan of $200,000 from Global to Compuflight and
Support. In December 1994, the loan was repaid in full.

NOTE F - TRANSACTIONS WITH RELATED PARTIES

NOTES RECEIVABLE - FORMER CHAIRMEN

1. As described in Note A, the Company's former Chairman's (through
December 1, 1993) total indebtedness to the Company was reduced to
$804,000 as of November 1, 1993 and is payable in equal monthly
installments over a ten-year period together with interest at 4-1/2%
per annum. Contemporaneously, the Company entered into a ten-year
consulting agreement with the former Chairman providing for fees
payable substantially upon the same terms of the indebtedness
repayment. As the balance of the Note will be recovered by the
Company through the utilization of the former Chairmen's consulting
services, the Note has been presented as a separate component in the
statement of deficiency in shareholders' equity.

2. In 1993, Support charged its parent company, RE&A, a management and
marketing fee in connection with the management of certain software
owned by EAS. Support also advanced funds to RE&A in order to assist
RE&A in meeting its obligations. Substantially all such fees were
incurred and funds were advanced prior to the reverse acquisition
described in Note A. RE&A is owned by a former Chairman of the
Company (for the period from December 1, 1993 through October 31,
1994) who resigned from that position on October 31, 1994. Effective
July 15, 1995, RE&A executed and delivered to Support a promissory
note in the principal amount of $750,000 Canadian (the "RE&A Note") to
evidence certain obligations to Support as of such date. The RE&A
Note is payable on July 15, 2005 (or sooner, as described below) and
provides for interest at the rate of 5% per annum payable annually.

Further, pursuant to a Consulting and Marketing Agreement between RE&A
and Support, RE&A will provide software marketing services to the
Company. Support shall have the right to

F-14

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE F (CONTINUED)

offset $3,500 Canadian per month ($2,586 U.S. at October 31, 1994) against
compensation otherwise payable to RE&A thereunder as a payment of amounts
due under the RE&A Note. The Consulting and Marketing Agreement also
provides for finder's fees and commissions of 2% and 10%, respectively, for
the introduction to potential clients and for the licensing of software.
The Company has the right to apply 10% to 25%, as defined, of the finder's
fees and commissions against amounts outstanding on the RE&A Note.

Concurrent with the signing of the RE&A Note, RE&A also transferred all of
its common stock of the Company to a Voting Trust ("Trust") under the sole
administration of Dorothy A. English. Mrs. English is an Executive Vice
President of the Company and the spouse of Raymond F. English, Chairman and
CEO of RE&A. RE&A may recover its stock from the Trust upon the full
payment of the RE&A Note and all accrued interest. Furthermore, while the
RE&A Note remains outstanding, all dividends accruing to RE&A's common
stock held in the Trust will be applied against the balance owing on the
RE&A Note.

The Company has provided for an allowance of $300,800 Canadian as of
October 31, 1993 ($221,779 U.S. as of October 31, 1994) to reflect
management's estimate of the amount ultimately collectible from RE&A. Such
estimate is based principally on the estimated net worth of RE&A, which, in
turn, is substantially based upon the value of the common shares of the
Company beneficially owned by RE&A.

Since the amount due from RE&A is in all likelihood recoverable only from
amounts payable by the Company to Support or from the proceeds derived from
Support's sale of the Company's common stock, the amount due from RE&A, net
of allowance, has been classified as a separate component in the statement
of deficiency in shareholders' equity.

F-15

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE F (CONTINUED)

DUE TO RELATED PARTIES

Due to related parties at October 31, 1994 consists of the following:

Notes payable - former affiliate (i) $435,652
Accounts payable - former affiliate 104,500
Support shareholder demand loans (ii) 55,445
Accrued interest (ii) 42,997
Loans payable - related parties (iii) 99,016
-------

737,610
Noncurrent portion 284,363
-------

$453,247
-------
-------

(i) At July 31, 1993, the Company had outstanding accounts payable due to
Sandata, Inc. ("Sandata"), a Company whose Chairman was the Company's
former Chairman, in the approximate amount of $676,000. These
accounts payable related specifically to work undertaken by Sandata,
as a subcontractor to the Company, to provide software development
services for the "Harris " contract as discussed in Note I. The
Company delivered to Sandata a promissory note in such approximate
principal amount, payable with interest at the rate of 1% over the
prime rate in equal monthly payments of principal and interest of
$20,000 until April 1994, when the balance of such obligation was to
become due (the "Sandata Note").

Effective November 1, 1993, the Sandata Note was modified so that it
is repayable in equal monthly installments of principal in the amount
of $20,000, together with accrued interest thereon at the rate of 10%
per annum, commencing February 28, 1994. In addition to such monthly
payments on the Sandata Note, the Company is required to accelerate
its payment to Sandata thereunder in an amount equal to (a) 20% of all
monies received from standalone commercial system sales and/or
licensing of flight planning software by the Company, EAS or Support
or any subsidiary thereof and (b) 75% of all monies received by
Compuflight from Harris with respect to the Company's claims discussed
in Note I. Payment of the Sandata Note is secured by a first lien on
substantially all of Compuflight's assets as they were recorded at the
date of acquisition.

(ii) Support shareholder demand loans bear interest at 15% per annum.
Interest in the amount of $24,500 is in arrears and is included in
accrued interest.

F-16

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE F (CONTINUED)

(iii) Loans payable - related parties includes a chattel mortgage on
specific computer equipment in the amount of $120,000 Canadian
($88,711 U.S. at October 31, 1994) due to a company owned by the
brother of a shareholder of the Company. The mortgage is due May
10, 1997 and bears interest at 15% per annum payable monthly.
Also included is a separate chattel mortgage on specific computer
equipment, due to the above-noted brother personally, which
bears interest at 15% per annum and is payable in monthly
installments of principal and interest of $1,078 Canadian. The
outstanding balance at October 31, 1994 was $13,940 Canadian
($10,305 U.S.). The balance in its entirety was repaid in July
1995.

NOTE G - INCOME TAXES

As described in Note B-7, the Company adopted the provisions of SFAS No.
109 effective in fiscal 1993.

The Company's fiscal 1994 and 1993 effective income tax rates differ from
the statutory U.S. Federal income tax rate as a result of the following:

1994 1993
---- ----
Statutory U.S. Federal tax rate 34.0% 34.0%
Utilization of net operating loss carryforwards (34.0) (34.0)
---- ----

Effective rate - -
---- ----
---- ----

F-17

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE G (CONTINUED)

The temporary differences which give rise to deferred tax assets and
liabilities at October 31, 1994 are summarized as follows:

Deferred tax assets
Net operating loss carryforwards $ 172,100
Deferred salaries 89,500
Allowance for doubtful accounts 115,000
--------

Total deferred tax assets 376,600
--------
Deferred tax liabilities
License fees receivable (140,100)
Scientific research and experimental development
credits, net (99,700)
Excess tax over book depreciation (12,700)
--------

Total deferred tax liabilities (252,500)
--------

Net deferred tax assets $ 124,100
--------
--------

Valuation allowance $(124,100)
--------
--------

The Company, for United States purposes, has available to offset future
taxable income net operating loss carryforwards approximating $1,577,000 at
October 31, 1994, which expire through 2009. However, due to the change in
the Company's ownership, utilization of the Company's net operating loss
carryforwards is limited, pursuant to Internal Revenue Code Section 382, to
an annual amount of approximately $13,000. Therefore, of the $1,577,000 in
net operating loss carryforwards, the Company will only be able to utilize
approximately $200,000 of these net operating loss carryforwards to offset
future taxable income. Further, for Canadian tax purposes, the Company has
available net operating loss carryforwards and scientific research and
experimental development credits of $275,000 Canadian ($203,000 U.S.) and
$77,000 Canadian ($57,000 U.S.), respectively, expiring through 1999 and
2004, respectively. The Company has established a valuation allowance with
respect to its net deferred tax assets, as it cannot presently assess the
utilization of such deferred tax assets as more likely than not.

F-18

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE G (CONTINUED)

During fiscal 1994, the Company filed claims for scientific research and
experimental development credits aggregating approximately $397,000
Canadian ($293,707 U.S.) which were recognized for accounting purposes.
Such claims for refundable credits, which arose from activities conducted
in fiscal 1992, 1993 and 1994, are currently being reviewed by the Canadian
tax authorities and will be collected upon approval. Such credits are
included in taxable income in the period collected.

NOTE H - STOCK OPTIONS

The Company has adopted an incentive stock option plan which, as amended,
reserved 125,000 unissued shares of common stock for the plan. The plan
requires that all options be granted at exercise prices not less than the
fair market value of the stock on the date of grant. In September 1987,
the Company adopted a nonqualified stock option plan which reserved 62,500
unissued shares of common stock for the plan. The Company's subsidiary,
Support, has outstanding options to purchase 330,000 shares of its common
stock at exercise prices ranging from $.20 to $.50 Canadian per share.

Summary information with respect to the stock option plans follows:

<TABLE>

Range of Outstanding Outstanding
exercise options options
prices granted exercisable
-------- ----------- ------------

<S> <C> <C>
Balance at November 1, 1992 $1.50 - $3.24 107,170 105,920
Became exercisable 3.24 - 250
------- -------

Balance at October 31, 1993 1.50 - 3.24 107,170 106,170

Granted 1.00 65,000 -
Canceled 1.50 - 2.08 (93,793) (93,793)
Became exercisable 1.00 - 1.88 - 65,250
------- -------

Balance at October 31, 1994 1.00 - 1.88 78,377 77,627
------- -------
------- -------

</TABLE>

F-19

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE H (CONTINUED)

In 1995, the Company adopted, subject to shareholder approval, the 1995
Stock Option Plan (the "1995 Plan"), which provides for the granting to
directors, employees, consultants and advisors of the Company of incentive
stock options and nonqualified stock options for the purchase of a maximum
of 1,400,000 shares of the Company's common stock. Under the terms of the
plan, the options, which expire no later than ten years after grant, are
exercisable at a price equal to the fair market value of the Company's
common stock at the date of the grant and become exercisable in accordance
with terms established at the time of the grant.

Further, in 1995, the Company adopted the 1995 Key Advisor Stock Option
Plan (the "1995 Advisor Plan"), which provides for the granting to key
employees and advisors of the Company of nonqualified stock options for the
purchase of a maximum of 600,000 shares of the Company's common stock.
Under the terms of the plan, the options, which expire no later than ten
years after grant, are exercisable at a price determined by the Board of
Directors, and become exercisable in accordance with terms established at
the time of the grant.

Pursuant to the above 1995 plans, during 1995 the Company granted incentive
stock options and nonqualified stock options to purchase 350,000 and
850,000 shares of the Company's common stock, respectively, at a price of
$.625 per share.

NOTE I - COMMITMENTS AND CONTINGENCIES

1. FAILURE TO FILE TIMELY REPORTS

By letter dated January 23, 1996, the Securities and Exchange
Commission (the "Commission") advised the Company that it had failed
to file its Annual Report on Form 10-KSB for the fiscal year ended
October 31, 1994 (the "1994 Form 10-KSB") and Quarterly Reports on
Form 10-QSB for the fiscal quarters ended January 31, 1995, April 30,
1995 and July 31, 1995 (collectively, the "1995 Forms 10-QSB"). The
Commission also advised the Company that it had filed late its Forms
10-KSB for the fiscal year ended October 31, 1993 and Forms 10-QSB for
the fiscal quarters ended January 31, 1994 and July 31, 1994, and
failed to file Notifications of Late Filing on Form 12b-25 with regard
to the 1995 Forms 10-QSB. By letter dated March 4, 1996, the
Commission advised the Company that it had also failed to file its
Annual Report on Form 10-KSB for the fiscal year ended October 31,
1995 (the "1995 Form 10-KSB").

F-20

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE I (CONTINUED)

The Commission's Division of Enforcement had advised the Company
further that it is considering recommending that the Commission
institute enforcement action, which could include civil penalties,
against the Company for violations of the reporting requirements of
Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder. Pursuant to the Exchange
Act, the amount of the penalty shall be determined by the Court in
light of the facts and circumstances; however, for each violation, the
amount of the penalty, with regard to a company, cannot exceed the
greater of $50,000 or the gross amount of pecuniary gain to the
Company as a result of any violation. The Exchange Act provides for
substantially greater maximum penalties in the event the violation
involved fraud, deceit, manipulation, or deliberate or reckless
disregard of a regulatory requirement and/or such violation directly
or indirectly resulted in substantial losses or created a significant
risk of substantial losses to other persons.

The Company, in its latest correspondence with the Commission, has
indicated that, in addition to the filing of this 1994 Form 10-KSB, it
intends to file the 1995 Forms 10-QSB on or before April 8, 1996 and
the 1995 Form 10-KSB on or before April 30, 1996. In its latest
communication, the Company had advised the Commission that it intended
to file this 1994 Form 10-KSB on or before March 21, 1996. No
assurances can be given that, notwithstanding the Company's filing of
the 1995 Forms 10-QSB and 1995 Form 10-KSB on or before the dates set
forth above, the Commission will not seek to recover civil penalties
from the Company. Any such action taken by the Commission could have
a material adverse effect on the Company's financial position,
liquidity and results of operations. As the Company cannot presently
predict, with any certainty, the ultimate outcome of this matter, no
amounts have been provided for in the accompanying consolidated
financial statements.

2. OPERATING LEASE COMMITMENTS

The Company leases equipment and office space pursuant to various
lease agreements which expire through fiscal 1999. The annual rent of
office space consists of a minimum rent, real estate taxes,
maintenance and other expenses. The Company also leases certain
computer equipment from an Officer and Director of the Company
pursuant to an agreement which expires in fiscal 1998.

F-21

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE I (CONTINUED)

Future minimum annual rental agreements pursuant to these leasing
agreements as of October 31, 1994 are summarized as follows:

Related
Office party
space Equipment equipment Total
------ -------- --------- ---------
<S> <C> <C> <C> <C>
1995 $ 62,600 $50,370 $ 26,600 $139,570
1996 62,600 17,100 26,600 106,300
1997 45,400 14,800 26,600 86,800
1998 42,000 7,400 26,600 76,000
1999 7,400 11,000 18,400
------- ------ ------- -------

$212,600 $97,070 $117,400 $427,070
------- ------ ------- -------
------- ------ ------- -------

</TABLE>

Rental costs for fiscal 1994 and 1993 were $80,300 and $82,300,
respectively. Rental cost incurred in fiscal 1994 in connection with
the equipment lease with the related party was $21,000.

3. SOFTWARE CONTRACT CLAIM

On January 31, 1991, the Company was awarded a fixed price subcontract
with Harris Corporation ("Harris") for the development of flight
planning software, training and related documentation for the United
States Air Force ("Air Force"). The total fixed price for the 24-
month subcontract was $2,168,268. As of October 31, 1993, the full
fixed price subcontract had been billed and collected. During the
course of the contract, Harris and the Company undertook additional
work effort requested by the Air Force, which Harris and the Company
considered beyond the scope of the subcontract work of the fixed price
contract. In January 1995, the Company filed with Harris claims
aggregating approximately $736,687 for services which the Company
considered beyond the scope of the subcontract.

F-22

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE I (CONTINUED)

Harris has advised the Company that a portion of the Company's claim
($612,000) together with Harris's separate claim has been submitted to
the Air Force and that Harris will pay the Company's revised claim on
a proportionate basis, to the extent it receives payment from the Air
Force. However, no assurances can be given that Harris will be
successful in obtaining any amounts from the Air Force or that the
Company will be successful in collecting any amounts from Harris. The
Company is continuing to actively pursue its claims against Harris.
Such claims have not been accounted for in the determination of
estimated earnings on the Harris subcontract and will be recognized
only when and if realized.

4. EMPLOYMENT CONTRACTS

The Company has entered into employment and consulting agreements with
its Chairman, former Chairmen and a Director of the Company which
provide for minimum monthly compensation. The Company's obligations
under such agreements expire at various times during the period from
March 1997 through March 31, 2004. Further, the employment agreement
with the Company's Chairman, as amended subsequent to fiscal 1994,
provides for the obtaining of an annuity and/or insurance policy under
which 60 consecutive monthly payments of $10,000 would be payable upon
termination of his employment and $600,000 would be payable upon his
death through March 31, 2004 (which amount decreases to the extent of
the $10,000 payments).

Approximate aggregate minimum compensation obligations under all
agreements at October 31, 1994 are summarized as follows:

Year Amount
---- ------

1995 $ 418,300
1996 302,500
1997 302,500
1998 302,500
1999 289,500
Thereafter 876,200
---------

$2,491,500
---------
---------

F-23

<PAGE>

Compuflight, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 31, 1994 and 1993

NOTE J - BUSINESS CONCENTRATIONS

In fiscal 1994, two customers accounted for 13% and 11%, respectively, of
the Company's consolidated revenues, and, in 1993, one customer accounted
for 35% of the Company's consolidated revenues.

NOTE K - INDUSTRY SEGMENT INFORMATION AND
GEOGRAPHIC AREA OPERATIONS

The Company operates in one business segment, providing computerized flight
planning services and software to commercial airlines and corporate
aircraft users in the aviation industry. The Company's fiscal 1993
operations pertain solely to the Company's Canadian operations.

A summary of the Company's operations by geographic area for the fiscal
year ended October 31, 1994 is as follows:

<TABLE>
<S> <C>
Net sales
United States $2,045,331
Canada 839,003
Other 60,824
---------

Total net sales $2,945,158
---------
---------

Operating profit (loss)
United States $ (148,988)
Canada 110,829
---------

Total operating loss $ (38,159)
---------
---------

Identifiable assets
United States $1,282,579
Canada 1,341,100
Eliminations (749,568)
---------

Total identifiable assets $1,874,111
---------
---------

</TABLE>

F-24
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: March 19, 1996 COMPUFLIGHT, INC.

By: /s/ RUSSELL K. THAL
-------------------------
Russell K. Thal, Chairman
of the Board of Directors

In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

SIGNATURES CAPACITY DATE
---------- -------- ----

Chairman of the Board
of Directors, Executive
Vice President and
/s/ Russell K. Thal Director March 19, 1996
- --------------------------
Russell K. Thal

Chief Executive Officer
and Chief Financial
Officer (Principal
Executive Officer and
Principal Financial
/s/ Duncan Macdonald Officer) March 19, 1996
- --------------------------

Duncan Macdonald

Executive Vice President
/s/ Dorothy A. English and Director March 19, 1996
- --------------------------
Dorothy A. English

/s/ Denis L. Metherell Secretary and Director March 19, 1996
- --------------------------
Denis L. Metherell

/s/ Kenneth M. Snyder Director March 19, 1996
- --------------------------
Kenneth M. Snyder

<PAGE>

CERTIFICATE OF INCORPORATION

COMPUFLIGHT OPERATIONS SERVICE, INC.

The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of
the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and
the acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

FIRST: The name of the corporation (hereinafter called the
"corporation") is COMPUFLIGHT OPERATIONS SERVICE, INC.

SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business and the purposes to be conducted
and promoted by the corporation, which shall be in addition to the authority of
the corporation to conduct any lawful business, to promote any lawful purpose,
and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, are as
follows:

To purchase, receive, take by grant, gift, devise, bequest, or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use,
and otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange,
transfer, or otherwise dispose of, or mortgage or pledge, all or any of its
property and assets, or any interest therein, wherever situated.

To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase,
or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle,
manage, operate, deal in, and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings, and other works, and any
interest or right therein; to take, lease, purchase, or otherwise acquire,
and to own, use, hold, sell, convey, exchange, hire, lease, pledge,
mortgage, and otherwise handle, and deal in and dispose of, as principal,
agent, broker, and in any lawful capacity, such personal property,
chattels,

<PAGE>

chattels real, rights, easements, privileges, choses in action, notes,
bonds, mortgages, and securities as may lawfully be acquired, held, or
disposed of; and to acquire, purchase, sell, assign, transfer, dispose of,
and generally deal in and with as principal, agent, broker, and in any
lawful capacity, mortgages and other interests in real, personal, and
mixed properties; to carry on a general construction, contracting,
building, and realty management business as principal, agent,
representative, contractor, subcontractor, and in any other lawful
capacity.

To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or lessee,
distribute, job, enter into, negotiate, execute, acquire, and assign
contracts in respect of, acquire, receive, grant, and assign licensing
arrangements, options, franchises, and other rights in respect of, and
generally deal in and with, at wholesale and retail, as principal, and as
sales, business, special, or general agent, representative, broker, factor,
merchant, distributor, jobber, advisor, and in any other lawful capacity,
goods, wares, merchandise, commodities, and unimproved, improved, finished,
processed, and other real, personal, and mixed property of any and all
kinds, together with the components, resultants, and by-products thereof.

To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge, or
otherwise dispose of, and, in any manner deal with and contract with
reference to:

(a) inventions, devices, formulae, processes, and any
improvements and modifications thereof;

(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade names, trade
symbols, and other indications of origin and ownership granted by or
recognized under the laws of the United States of America, the District of
Columbia, any state or subdivision thereof, and any commonwealth,
territory, possession, dependency, colony, agency or instrumentality of
the United States of America and of any foreign country, and all rights
connected therewith or appertaining thereunto;

To guarantee, purchase, take, receive, subscribe for, and

<PAGE>

otherwise acquire, own, hold, use, and otherwise employ, sell, lease,
exchange, transfer, and otherwise dispose of, mortgage, lend, pledge, and
otherwise deal in and with, securities (which term, for the purpose of this
Article THIRD, includes, without limitation of the generality thereof, any
shares of stock, bonds, debentures, notes, mortgages, other obligations,
and any certificates, receipts, or other instruments representing rights to
receive, purchase, or subscribe for the same, or representing any other
rights or interests therein or in any property or assets) of any persons,
domestic and foreign firms, associations, and corporations, and of any
government or agency or instrumentality thereof; to make payment therefor
in any lawful manner; and, while owner of any such securities, to exercise
any and all rights, powers, and privileges in respect thereof, including
the right to vote.

To make, enter into, perform, and carry out contracts of every kind
and description with any person, firm, association, corporation, or
government or agency or instrumentality thereof.

To acquire by purchase, exchange, or otherwise, all, or any part of,
or any interest in, the properties, assets, business, and good will of any
one or more persons, firms, associations, or corporations heretofore or
hereafter engaged in any business for which a corporation may now or
hereafter be organized under the laws of the State of Delaware; to pay for
the same in cash, property, or its own or other securities; to hold,
operate, reorganize, liquidate, sell, or in any manner dispose of the whole
or any part thereof; and in connection therewith, to assume or guarantee
performance of any liabilities, obligations, or contracts of such persons,
firms, associations, or corporations, and to conduct the whole or any part
of any business thus acquired.

To lend money in furtherance of its corporate purposes and to invest
and reinvest its funds from time to time to such extent, to such persons,
firms, associations, corporations, governments or agencies or
instrumentalities thereof, and on such terms and on such security, if any,
as the Board of Directors of the corporation may determine.

To make contracts of guaranty and suretyship of all kinds and endorse
or guarantee the payment of principal, interest, or dividends upon, and to
guarantee the performance of sinking fund or other obligations of, any
securities, and to guarantee in any way permitted by law the performance of
any of the contracts or other undertakings in which the corporation may
otherwise be or become interested, of any person, firm, association,
corporation, government or agency or instrumentality thereof, or of any
other combination, organization, or entity whatsoever.

To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to

<PAGE>

issue and sell its own securities, including its shares of stock, notes,
bonds, debentures, and other obligations, in such amounts, on such terms
and conditions, for such purposes and for such prices, now or hereafter
permitted by the laws of the State of Delaware and by this certificate of
incorporation, as the Board of Directors of the corporation may determine;
and to secure any of its obligations by mortgage, pledge, or other
encumbrance of all or any of its property, franchises, and income.

To be a promoter or manager of other corporations of any type or kind;
and to participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking, or arrangement which the corporation would have
power to conduct by itself, whether or not such participation involves
sharing or delegation of control with or to others.

To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds, debentures,
and other negotiable or transferable instruments and evidences of
indebtedness whether secured by mortgage or otherwise, as well as to
secure the same by mortgage or otherwise, so far as may be permitted by the
laws of the State of Delaware.

To purchase, receive, take, reacquire, or otherwise acquire, own and
hold, sell, lend, exchange, reissue, transfer, or otherwise dispose of,
pledge, use, cancel, and otherwise deal in and with its own shares and its
other securities from time to time to such an extent and in such manner and
upon such terms as the Board of Directors of the corporation shall
determine; provided that the corporation shall not use its funds or
property for the purchase of its own shares of capital stock when its
capital is impaired or when such use would cause any impairment of its
capital, except to the extent permitted by law.

To organize, as an incorporator, or cause to be organized under the
laws of the State of Delaware, or of any other State of the United States
of America, or of the District of Columbia, or of any commonwealth,
territory, dependency, colony, possession, agency, or instrumentality of
the United States of America, or of any foreign country, a corporation or
corporations for the purpose of conducting and promoting any business or
purpose for which corporations may be organized, and to dissolve, wind up,
liquidate, merge, or consolidate any such corporation or corporations or to
cause the same to be dissolved, wound up, liquidated, merged, or
consolidated.

To conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within
and without the State of Delaware, in any

<PAGE>

and all States of the United States of America, in the District of
Columbia, and in any or all commonwealths, territories, dependencies,
colonies, possessions, agencies, or instrumentalities of the United States
of America and of foreign governments.

To promote and exercise all or any part of the foregoing purposes and
powers in any and all parts of the world, and to conduct its business in
all or any of its branches as principal, agent, broker, factor,
contractor, and in any other lawful capacity, either alone or through or
in conjunction with any corporations, associations, partnerships, firms,
trustees, syndicates, individuals, organizations, and other entities in
any part of the world, and, in conducting its business and promoting any of
its purposes, to maintain offices, branches, and agencies in any part of
the world, to make and perform any contracts and to do any acts and
things, and to carry on any business, and to exercise any powers and
privileges suitable, convenient, or proper for the conduct, promotion, and
attainment of any of the business and purposes herein specified or which at
any time may be incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such business and purposes
and which might be engaged in or carried on by a corporation incorporated
or organized under the General Corporation Law of the State of Delaware,
and to have and exercise all of the powers conferred by the laws of the
State of Delaware upon corporations incorporated or organized under the
General Corporation Law of the State of Delaware.

The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the corporation,
and the purposes and powers herein specified shall, except when otherwise
provided in this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any
other Article of this certificate of incorporation; provided, that
the corporation shall not conduct any business, promote any purpose, or
exercise any power or privilege within or without the State of Delaware
which, under the laws thereof, the corporation may not lawfully conduct,
promote, or exercise.

FOURTH: 1. The aggregate number of shares which the corporation shall
have the authority to issue 110,000,000, of which 100,000,000 shares shall be
common stock with a par value of $.001 per share and 10,000,000 shall be
preferred shares with a par value of $.01 per share.

2. 10,000,000 shares of Preferred Stock may be issued in series. The
Board of Directors is vested with the authority to establish and designate
series, to fix the number of shares

<PAGE>

therein, and to fix the variations in the relative rights, preferences and
limitations as between series.

3. 1,000,000 shares of Preferred Stock is hereby designated and
classified as Series A Convertible Cumulative Preferred Stock, and the
relative rights, voting powers, preferences, participating, optional or
other special rights, and the qualifications or limitations thereof, are as
follows:

(a) VOTING. Except as may otherwise be provided by statute, the
holders of the shares of Series A Convertible Cumulative Preferred
Stock shall not be entitled to vote at a meeting of stockholders.

(b) DIVIDENDS. The holders of the Series A Convertible Cumulative
Preferred Stock shall be entitled to receive, out of the surplus or
net profits of the Corporation, dividends when, as and if declared by
the Board of Directors after March 17, 1987, which dividends shall
be cumulative, payable at such time, and are for such period as shall
be fixed by such Board at the rate of $.10 per outstanding share, per
annum and no more, before any dividends shall be paid on the Common
Stock. Whenever a dividend on the outstanding Series A
Convertible Cumulative Preferred Stock for any period fixed by the
Board of Directors shall have been declared and shall have become
payable, and the Corporation shall have paid such dividend for such
period or shall have set aside from its surplus or net profits a sum
sufficient therefor, the Board of Directors may declare dividends on
the Common Stock, payable then or thereafter, out of any remaining
surplus or net profits.

(c) PREFERENCE AS TO ASSETS. In the event of any liquidation or
cumulative dissolution or winding up, whether voluntary or
involuntary, of the Corporation, the holders of the outstanding shares
of Series A Convertible Cumulative Preferred Stock shall be
entitled to be paid the sum of $1.00 per share before any amount shall
be paid to the holders of any other series of Preferred Stock or to
the Holders of the Common Stock.

(d) The Series A Convertible Cumulative Preferred Stock may be
redeemed by the Company at $1.00 per share at any time upon thirty
days written notice to the holder addressed to the holder at the
address listed for such holder on the books of the Corporation.

(e) CONVERTIBILITY. Each share of the Series A Convertible
Cumulative Preferred Stock may be converted by the holder(s) thereof
6-2/3 common shares of the corporation, par value $.001 per share, at
any time upon thirty day written notice to the corporation addressed
to

<PAGE>

the corporation at the address of the office of the corporation.

4. Each outstanding share of Common Stock shall be entitle to one vote
on each matter submitted to a vote at a meeting of stockholders.

FIFTH: The name and the mailing address of the incorporator are as
follows:

NAME MAILING ADDRESS
---- ---------------

Monica Ferguson 1 Gulf & Western Plaza
New York, N.Y. 10023-7773

SIXTH: The corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
279 of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner

<PAGE>

provided in, the Bylaws. The phrase "whole Board" and the phrase "total
number of directors" shall be deemed to have the same meaning, to wit, the
total number of directors which the corporation would have if there were no
vacancies. No election of directors need be by written ballot.

2. After the original or other Bylaws of the corporation have
been adopted, amended, or repealed, as the case may be, in accordance with
the provisions of 109 of the General Corporation Law of the State of
Delaware, and, after the corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the Bylaws of the
corporation may be exercised by the Board of Directors of the corporation;
provided, however, that any provision for the classification of directors
of the corporation for staggered terms pursuant to the provisions of
subsection (d) of 141 of the General Corporation Law of the State of
Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by
the stockholders entitled to vote of the corporation unless provisions for
such classification shall be set forth in this certificate of
incorporation.

3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders.
Whenever the corporation shall be authorized to issue more than one class
of stock, no outstanding share of any class of stock which is denied voting
power under the provisions of the certificate of incorporation shall
entitle the holder thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph (2) of subsection (b) of
242 of the General Corporation Law of the State of Delaware shall otherwise
require; provided, that no share of any such class which is otherwise
denied voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.

NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of 102 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented.

TENTH: The corporation shall, to the fullest extent permitted by
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall

<PAGE>

continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

ELEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.

Signed on March 16, 1987.

/s/
-------------------------------
Incorporator

<PAGE>

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
COMPUFLIGHT OPERATIONS SERVICE, INC.
(A NEW YORK CORPORATION)
INTO
COMPUFLIGHT OPERATIONS SERVICE, INC.
(A DELAWARE CORPORATION)

(Under Section 253 of the General Corporation Law of Delaware)

Compuflight Operations Service, Inc., a corporation organized and existing
under the laws of the State of New York, (sometimes herein referred to as "the
New York corporation") does hereby certify as follows: "

1. This corporation was incorporated on the 25th day of November, 1981
under the laws of the State of New York.

2. This corporation owns all of the outstanding capital stock of each
class of Compuflight Operations Service, Inc., a corporation incorporated on the
17 day of March, 1987 pursuant to the (General Corporation Law of the State of
Delaware (sometimes herein referred to as "the Delaware corporation").

3. The directors of this corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting of its members duly held on the
29TH day of SEPTEMBER, 1987, and filed with the minutes of the Board, determined
to merge itself into the Delaware corporation:

4. The proposed merger has been adopted, approved, certified, executed
and acknowledged by the parent corporation in accordance with the laws of the
State of New York.

"RESOLVED, that Compuflight Operations Service, Inc. (a New
York corporation), which is hereinafter sometimes referred
to as "the New York corporation", merge, and it hereby does
merge itself, into Compuflight Operations Service, Inc. (a
Delaware corporation), which is hereinafter sometimes
referred to as "the Delaware corporation", which assumes all
of the obligations of the New York corporation; and be it

"FURTHER RESOLVED, that the merger shall be effective upon
compliance with the laws of the State of Delaware and the
State of New York, the time of such effectiveness being
hereinafter sometimes referred to as the "Effective Date";
and be it

"FURTHER RESOLVED, that upon the Effective Date of the
Merger the name of the Delaware corporation shall be

<PAGE>

changed from Compuflight Operations Service, Inc. to Compuflight, Inc.
find that such change of name shall be effected by changing Article
First of the Certificate of Incorporation of Compuflight Operations
Service, Inc. to read as follows:

'FIRST. The name of the Corporation is Compuflight, Inc.';
and be it

"FURTHER RESOLVED, that the proposed merger shall be
submitted to the sole stockholder of the Delaware
corporation for its written consent and sh~ll be submitted
to the stockholders of the New York Corporation for approval
by the holders of two-thirds of all outstanding shares of
Common Stock (representing all shares and classes entitled
to vote thereon) at a meeting thereof duly called and held
after 20 days' notice of the purpose of the meeting mailed
to each such stockholder at his address as it appears on the
records of such corporation, and upon receiving,
respectively, such written consent and such approval, the
merger shall be approved; and be it

"FURTHER RESOLVED, that each full issued and outstanding
share of the Common Stock of the New York Corporation shall
be converted into and become one full share of validly
issued, fully paid and non-assessable shares of Common Stock
of the Surviving Corporation, and each certificate nominally
representing shares of issued and outstanding Common Stock
of the New York Corporation shall, for all purposes, be
deemed to evidence the ownership of a like number of shares
of Common Stock of the Surviving Corporation; and be it

"FURTHER RESOLVED, that the proper officers of this
corporation be and they hereby are directed to make and
execute a Certificate of Ownership and Merger setting forth
a copy of the resolutions to merge itself into the Delaware
corporation, and the date of adoption thereof, and to cause
the same to be filed with the Secretary of State of the
State of Delaware and a certified copy recorded in the
office of the Recorder of Deeds of Kent County and to take
all necessary steps and execute all necessary documents to
cause this merger to become effective under the laws of each
of the States of New York and Delaware."

<PAGE>

5. The merger has been approved by the written consent of the sole
stockholder of the Delaware corporation and by the holders of more than
two-thirds of the outstanding shares of Common Stock at a meeting thereof duly
called and held after 20 days notice of the purpose of the meeting mailed to
each stockholder at his address as it appears on the records of such
corporation.

6. The Business Corporation Law of the State of New York permits a
corporation organized and existing under the laws of the State of New York to be
merged with and into a corporation organized and existing under the laws of the
State of Delaware. The merger has been approved by the stockholders of this
corporation in accordance with the Business Corporation Law of the State of New
York.

IN WITNESS WHEREOF, the undersigned, being respectively the President and
the Secretary of Compuflight Operations Service, Inc. (a New York Corporation)
do make this certificate, each for himself hereby declaring and certifying that
this is his act and deed and the act and deed of Compuflight Operations Service,
Inc. (a New York Corporation) and that the facts herein stated are true, and
accordingly each has hereunto set his hand this 10th day of September, 1987.

/s/Russell K. Thal
--------------------------
Russell K. Thal, President

ATTEST:

/s/Morton A. Pfeffer, Secretary
- ----------------------------------
Morton A. Pfeffer, Secretary

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COMPUFLIGHT, INC.

Compuflight, Inc. (the "Corporation"), a corporation organized and
existing by virtue of the General Corporation Law of the State of Delaware (the
"General Corporation Law"), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, acting by
written consent in lieu of a meeting of the Board of Directors of the
Corporation and acting pursuant to Sections 141(f) and 242 of the General
Corporation Law, adopted a resolution authorizing the Corporation to reclassify,
change and convert each outstanding share of common stock, par value $.001 per
share, of the Corporation into one fortieth (1/40) of one share of common stock,
$.001 par value per share.

SECOND: That Article Fourth of the Certificate of Incorporation of the
Corporation hereby is amended to add a new paragraph 5, which shall read as
follows:

"5. Each forty (40) shares of the Common Stock, $.001 par
value per share, of the Corporation (the "Old Common Stock")
issued and outstanding or held in treasury as of 5:00 P.M.
N.Y. time on April 24, 1990 (the "effective Time") shall be
reclassified as and changed into one (l) new share of Common
Stock, $.001 par value per share, of the Corporation (the
"New Common Stock"), without any action by the holder
thereof. Stockholders who, immediately prior to the
Effective Time, own a number of shares of Old Common Stock
which is not evenly divisible by forty (40) shall, with
respect to such fractional interest, be entitled to receive
from the Corporation, in lieu of fractions of shares of New
Common Stock, an amount in cash equal to the product
obtained by multiplying the market price of a share of Old
Common Stock as of the Effective Time by the number of
shares of Old Common Stock held by such stockholder
immediately prior to the Effective Time which is not evenly
divisible by forty (40). Each certificate that theretofore
represented shares of Old Common Stock shall thereafter
represent that number of shares of New Common Stock into
which the shares of Old Common Stock represented by such
certificate shall have been reclassified; provided, however,
that each person holding of record a stock certificate or
certificates that represented shares of Old Common Stock
shall receive, upon surrender of such certificate or
certificates, a new certificate or certificates evidencing
and representing the number of shares of New Common Stock to
which such

<PAGE>

person is entitled.

THIRD: That said amendment has been duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law.

IN WITNESS WHEREOF, said Compuflight, Inc. has caused this certificate
to be signed by RUSSELL K. THAL , its President, and GERALD SHAPIRO , its
Secretary, this 6TH day of APRIL , 1993.

/s/Russell K. Thal
--------------------------
President

ATTESTED:

/s/Gerald Shapiro
- ----------------------
Secretary

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COMPUFLIGHT, INC.

Compuflight, Inc. (the "Corporation"), a corporation organized and
existing by virtue of the General Corporation Law of the State of Delaware (the
"General Corporation Law"), DOES HEREBY CERTIFY:

FIRST: That, at a Special Meeting of the Board of Directors of the
Corporation, the Board of Directors, acting pursuant to Sections 141(f) and 242
of the General Corporation Law, adopted a resolution authorizing the Corporation
to reclassify, change and convert each outstanding share of Common Stock, par
value $.001 per share, of the Corporation into one-forth (1/4) of one share of
Common Stock, par value $.001 per share, and in connection therewith to
decrease the number of authorized shares of Common Stock from 100,000,000 to
2,500,000.

SECOND: That Article FOURTH of the Certificate of Incorporation of
the Corporation hereby is amended as follows:

FOURTH: 1. The aggregate number of shares of capital stock
which the Corporation shall have the authority to issue is
TWELVE MILLION FIVE HUNDRED THOUSAND (12,500,000) shares, of
which TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) shares
shall be Common Stock with a par value of $.001 per share
and TEN MILLION (10,000,000) shares shall be Preferred Stock
with a par value of $.01 per share."

THIRD: That Article FOURTH of the Certificate of Incorporation of the
Corporation hereby is amended to add a new paragraph 6, which shall read as
follows:

"6. Each four (4) shares of the Common Stock, $.001 par
value per share, of the Corporation (the "Old Common
Stock") issued and outstanding or held in treasury as of
5:00 P.M. NY Time on the date on which this Certificate of
Amendment is filed by the Secretary of State of the State
of Delaware (the "Effective Time") shall be reclassified as
and changed into one (1) new share of Common Stock, $.001
par value per share, of the Corporation (the "New Common
Stock"), without any action by the holder thereof.
Stockholders who, immediately prior to the Effective Time,
own a number of shares of Old Common Stock which is not
evenly divisible by four (4) shall, with respect to such fractional
interest, be entitled to receive from the Corporation, in lieu of
fractions of shares of New Common Stock, an amount in cash equal to
the product obtained by multiplying the market price of a share of Old
Common Stock as of the Effective Time by the number of shares of Old
Common Stock held by such stockholder immediately prior to the
Effective Time which is not evenly divisible by four (4)."

<PAGE>

FOURTH: That said amendment has been duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law.

IN WITNESS WHEREOF, said Compuflight, Inc. has caused this certificate
to be signed by Russell K. Thal, its President, and Gerald Shapiro, its
secretary, this 6th day of April, 1993.

/S/
-----------------------------
President

ATTESTED:

/S/
- ----------------------------
Secretary

<PAGE>

EXHIBIT 9 Voting Trust Agreement dated as of July 15, 1995 among Ray
English and Associates Inc., Dorothy A. English and Dorothy A,
English, as Voting Trustee

VOTING TRUST AGREEMENT (the "Agreement"), dated as of July 15, 1995,
by and among the persons executing this Agreement below as stockholders
(hereinafter collectively referred to as the "Stockholders) of COMPUFLIGHT,
INC., a Delaware corporation (the "Company"), and DOROTHY A. ENGLISH, as voting
trustee (the "Trustee").

The Stockholders are holders of Common Stock, par value $.001 per
share, of the Company and own the number of shares set forth after their
respective signatures at the foot of this Agreement.

In order to ensure the safe, competent and stable management of the
Company, the Stockholders desire to create an irrevocable voting trust by
depositing all of the shares of Common Stock they presently own in the Company
with the Trustee and authorizing the same to vote all of the shares as a unit.

The Trustee has consented to act under this Agreement for the purposes
herein provided.

In consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the Stockholders hereby agree as follows:

1. AGREEMENT. Copies of this Agreement, and of all agreements
supplemental hereto or amendatory hereof, shall be filed in the registered
office of the Company in the State of Delaware located at 15 East North Street,
Dover, Delaware, and in its principal office located at 99 Seaview Boulevard,
Port Washington, New York 11050, and shall be open to the inspection of any
stockholder of the Company daily during business hours. Copies shall also be
filed in the office of the Trustee, at the address hereinbelow stated. All
Voting Trust Certificates issued as hereinafter provided shall be issued,
received, and held subject to all the terms of this Agreement. Every person,
firm, or corporation entitled to receive Voting Trust Certificates representing
shares of capital stock, and their respective transferees and assigns, upon
accepting the Voting Trust Certificates issued hereunder, shall be bound by the
provisions of this Agreement.

<PAGE>

2. TRANSFER OF STOCK TO TRUSTEE.

(a) Each of the Stockholders shall deposit with the Trustee the
certificates for all of the shares of Common Stock of the Company presently
owned by it or her (the "Stock Certificates") which represent the number of
shares set forth after its or her respective signature on this Agreement. The
Stockholders may at any time deposit with the Trustee additional certificates
for shares of Common Stock of the Company that they may hereafter acquire (the
"Additional Certificates"), but no Stockholder shall be required to deposit
Additional Certificates unless it or she so elects, except that Additional
Certificates representing shares acquired due to the distribution of a stock
dividend or split by the Company shall be held by the Trustee in accordance with
Section 4 hereof. All Stock Certificates shall be endorsed, or accompanied by
such instruments of transfer, as to enable the Trustee to cause such
certificates to be transferred into the name of the Trustee, as hereinafter
provided. Upon receipt by the Trustee of the Stock Certificates or Additional
Certificates and the transfer of the same into the name of the Trustee, the
Trustee shall hold the same subject to the terms of this Agreement, and shall
thereupon issue and deliver to the Stockholders Voting Trust Certificates for
the shares so deposited in substantially the same form as is attached hereto as
Exhibit A.

(b) All Stock Certificates and Additional Certificates transferred and
delivered to the Trustee shall be surrendered by the Trustee to the Company and
cancelled, and new certificates therefor shall be issued to and held by the
Trustee in the name of "Dorothy A. English as Voting Trustee U/A Dated July 15,
1995". The fact that each new certificate is issued pursuant to this Agreement
shall be stated in the stock ledger of the Company.

(c) The Trustee shall keep a list of all Stock Certificates or
Additional Certificates transferred hereunder which shall include the respective
names and addresses of the transferring Stockholders and the number of shares
that each transferred certificate represents. In addition, the Trustee shall
keep a record of all Voting Trust Certificates issued hereunder which shall
contain copies of the Voting Trust Certificates issued and a list of the names
and addresses of the persons issued such Voting Trust Certificate and the number
of shares that each Voting Trust Certificate represents. Such list and record
shall be open to the inspection of the holders of the Voting Trust Certificates
at reasonable times at the offices of the Trustee upon

<PAGE>

reasonable advance notification to the Trustee. The Trustee shall cause a copy
of each Voting Trust Certificate to be filed in the books of the Company located
in Port Washington, New York.

3. RIGHTS OF TRUSTEE. The Trustee shall have the right to exercise, in
person or by her nominee or proxy, all stockholders' voting rights and powers in
respect of all shares deposited hereunder, and to take part in or consent to any
corporate or stockholders' action of any kind whatsoever. The right to vote
shall include the right to vote for the election of directors, and in favor of
or against any resolution or proposed action of any character whatsoever, which
may be presented at any meeting or require the consent of Stockholders of the
Company. Without limiting such general right, it is understood that such action
may include the following, upon terms satisfactory to the Trustee or to her
nominees or proxies thereto appointed by her or them: the mortgage, creation of
a security interest in, or pledge of all or any part of the property of the
Company; the lease or sale of all or any part of the property of the Company,
for cash, securities, or other property; the dissolution of the Company; and the
consolidation, merger, reorganization or recapitalization of the Company.

4. DIVIDENDS.

(a) In the event that the Company issues dividends and other
distributions, the Trustee shall accept and receive them. Upon receipt thereof,
the same shall be prorated and distributed among the holders of the Voting Trust
Certificates in proportion to their interests; provided, however, that, unless
and until the Trustee receives evidence satisfactory to her that the Promissory
Note, dated July 15, 1995, issued by Ray English & Associates, Inc. ("RE&A") to
Navtech Systems Support Inc. ("Support") in the principal amount of $857,403.90
(the "Note") has been satisfied in full and cancelled, the Trustee is authorized
to deliver to Support, as a payment of amounts due under and pursuant to the
Note, any dividends or other distributions otherwise payable or distributable to
RE&A. In the event that the dividends are in the form of share certificates
having voting rights, the stock dividends shall be held in trust hereunder and
the Voting Trust Certificate shall be so amended.

(b) Subject to the provisions of paragraph 4(a), the Trustee, in lieu
of receiving cash dividends upon the capital stock of the Company and paying the
same to the holders of Voting Trust Certificates pursuant to the provisions of
this Agreement, may instruct the Company in writing to pay such

<PAGE>

dividends directly to the holders of the Voting Trust Certificates. Upon such
instructions being given by the Trustee to the Company, and until revoked by the
Trustee, all liability of the Trustee with respect to such dividends shall
cease. The Trustee may at any time revoke such instructions and by written
notice to the Company direct it to make dividend payments to the Trustee.

5. SUBSCRIPTION RIGHTS. In case any stock or other securities of the
Company are offered for subscription to the Stockholders, the Trustee, following
receipt of notice of such offer, shall mail a copy thereof to each of the
registered holders of the Voting Trust Certificates. Upon receipt by the
Trustee, at least five (5) days prior to the last day fixed by the Company for
subscription and payment, of a request from any such registered holder of Voting
Trust Certificates to subscribe in his behalf, accompanied with the sum of money
required to pay for such stock or securities (not in excess of the amount
subject to subscription in respect of the shares represented by the Voting Trust
Certificate held by such certificate holder), the Trustee shall make such
subscription and payment and, upon receiving from the Company the certificates
for shares or securities so subscribed for, shall issue to such registered
holder a Voting Trust Certificate in respect thereof if the same be stock having
general voting powers, but if the same be securities other than stock having
general voting powers, the Trustee shall either mail or deliver such securities
to the certificate holder in whose behalf the subscription was made or instruct
the Company to make delivery directly to the certificate holder entitled
thereto.

6. DISSOLUTION OF THE COMPANY. In the event of the dissolution or total
or partial liquidation of the Company, whether voluntary or involuntary, the
Trustee shall receive the funds, securities, rights, or property to which the
Stockholders are entitled, and shall distribute the same among the registered
holders of Voting Trust Certificates in proportion to their interests, as shown
by the books of the Company; provided, however, that, unless and until the
Trustee receives evidence satisfactory to her that the Note has been satisfied
in full and cancelled, the Trustee is authorized to deliver to Support, as a
payment of amounts due under and pursuant to the Note, any funds, securities,
rights or property otherwise payable or distributable to RE&A. Alternatively,
the Trustee may, in her discretion, deposit such funds, securities, rights, or
property with any bank or trust company with authority and instructions to
distribute the same as above

<PAGE>

provided, and upon such deposit all further obligations or liabilities of the
Trustee in respect of such funds, securities, rights, or property so deposited
shall cease.

7. REORGANIZATION OF COMPANY. In the event that the Company is merged
into or consolidated with another corporation, or all or substantially all of
the assets of the Company are transferred to another corporation, then, in
connection with such transfer, the term "Company" for all purposes of this
Agreement shall mean and include any such successor corporation. The Trustee
shall receive and hold under this Agreement any stock of such successor
corporation received on account of the ownership, as Trustee hereunder, of the
stock held hereunder prior to such merger, consolidation, and transfer. Voting
Trust Certificates issued and outstanding under this Agreement at the time of
such merger, consolidation, or transfer may remain outstanding, or the Trustee
may, in her sole discretion, substitute for such Voting Trust Certificates new
Voting Trust Certificates in appropriate form.

8. SUCCESSOR TRUSTEE. In the event the Trustee shall die, refuse or be
unable to act in accordance with the terms hereof, then the registered holders
of Voting Trust Certificates, or their respective successor, assign or legal
representative, shall jointly appoint a substitute Trustee (the "Successor
Trustee") to fill the vacancy, and any person so appointed shall be vested with
all the duties, powers and authority of a Trustee as if originally named herein.
Any Successor Trustee shall be deemed to have qualified as a Trustee hereunder
when he shall have executed a counterpart of this Agreement and such counterpart
shall have been filed at the principal executive offices of the Company. The
signatures of the Trustee, or of any Successor Trustee, on this Agreement or on
a counterpart hereof, shall signify their consent to be bound hereby and to
perform the terms of this Agreement. In the event a substitute Trustee is not
appointed to fill vacancy within sixty (60) days, then Support shall have the
right to appoint a Successor Trustee to fill the vacancy.

9. TRUSTEE'S LIABILITY. The Trustee shall not be personally liable as
stockholder, trustee or otherwise for any action taken by her or by her agents,
except for her own individual actions or omissions which constitute willful
misconduct. In no event shall the Trustee's failure to act or vote be deemed
misconduct hereunder. In addition, the Trustee shall not be required to furnish
bond or security for the discharge of her duties hereunder.

<PAGE>

10. COMPENSATION AND REIMBURSEMENT OF TRUSTEE. The Trustee shall serve
without compensation hereunder. The Trustee shall have the right, at her
expense, to incur and pay reasonable expenses and charges to employ and pay such
agents, attorneys and counsel as she may deem necessary and proper for carrying
this Agreement into effect. In the event dividends or other funds or property
are received by the Trustee on the stock deposited hereunder, the Trustee may
deduct such expense and charges therefrom. Nothing herein contained shall
disqualify the Trustee or Successor Trustee, or incapacitate them from serving
the Company or any of its subsidiaries as an officer or director, or in any
other capacity, and in any such capacity, from receiving compensation.

11. TRANSFER OF VOTING TRUST CERTIFICATES. The Voting Trust Certificates
to be issued hereunder have not been registered under the Securities Act of
1933, as amended (the "Act"), and may not be sold, transferred, pledged,
hypothecated or otherwise disposed of in the absence of either an effective
registration statement for such certificates under the Act or an opinion of
Company counsel that such registration is not required. Each Voting Trust
Certificate shall bear a legend setting forth the foregoing restrictions. It
shall be an express prerequisite to any transfer of any Voting Trust Certificate
that the transferee shall first agree in writing to be bound by all of the terms
and conditions of this Agreement. The Voting Trust Certificates shall be
transferable on the books of the Company at the executive offices of the Company
located in Port Washington, New York, by the registered holder thereof, either
in person or by attorney thereto duly authorized, and the Trustee may treat the
registered holder as the owner thereof for all purposes whatsoever.

12. REPLACEMENT OF VOTING TRUST CERTIFICATES. In the event that a Voting
Trust Certificate is lost, stolen, mutilated, or destroyed, the Trustee, in her
discretion, may issue a duplicate of such certificate upon receipt of each of
the following: (a) evidence of such fact satisfactory to her; (b) indemnity
satisfactory to her; (c) the existing certificate, if mutilated; and (d) her
reasonable fees and expenses in connection with the issuance of a new
certificate. The Trustee shall not be required to recognize any transfer of a
Voting Trust Certificate not made in accordance with the provisions hereof,
unless the person claiming such ownership shall have

<PAGE>

produced indicia of title satisfactory to the Trustee, and shall in addition
deposit with the Trustee an indemnity satisfactory to her.

13. TERMINATION.

(a) This Agreement shall terminate on the date on which the Note is
satisfied in full and cancelled, unless the term hereof is shortened as provided
in paragraph 13(b) below.

(b) This Agreement may be terminated at an earlier date than that set
forth in Paragraph 13(a) above by the unanimous written agreement of all of the
holders of the Voting Trust Certificates together with the written consent of
the Trustee.

14. TERMINATION PROCEDURE.

(a) Upon the termination of this Agreement, the Trustee, at such time
as she may choose during the period commencing twenty (20) days before and
ending twenty (20) days after such termination, shall mail written notice of
such termination to the registered holders of the Voting Trust Certificates, at
the respective addresses appearing on the books and records of the Trustee.
After the date specified in any such notice (which date shall be fixed by the
Trustee), the Voting Trust Certificates shall cease to have any effect, and the
holders of such Voting Trust Certificates shall have no further rights under
this Agreement other than to receive certificates for stock of the Company and
any theretofore undistributed dividends.

(b) Within thirty (30) days after the termination of this Agreement,
the Trustee shall; deliver to the registered holders of all Voting Trust
Certificates, stock certificates for the number of shares of stock of the
Company represented thereby, upon the surrender of the Voting Trust Certificates
properly endorsed, such delivery to be made in each case at the offices of the
Trustee.

(c) As an alternative to the procedure set forth in paragraph 14(b)
above, at any time within thirty (30) days after the termination of this
Agreement, the Trustee may deposit with the Company stock certificates
representing the number of shares of stock represented by the Voting Trust
Certificates then outstanding, with authority in writing to the Company to
deliver such stock certificates in exchange for Voting Trust Certificates
representing a like number of shares of stock of the Company, and upon such
deposit all further liability of the Trustee for the delivery of such stock
certificates and the delivery or payment of dividends upon surrender of the

<PAGE>

Voting Trust Certificates shall cease, and the Trustee shall not be required to
take any further action hereunder.

15. NOTICES.

(a) Any notice to be given to the Trustee hereunder shall be
sufficiently given if mailed to the Trustee at 550 Parkside Drive, Unit A1,
Waterloo, Ontario, Canada N2L 5V4, or at such other address as the Trustee may
from time to time designate by written notice given to the holders of the Voting
Trust Certificates.

(b) Any notice to be given to the holders of Voting Trust Certificates
shall be sufficiently given if mailed, postage prepaid, to the registered holder
thereof at the address of such registered holder appearing on the records
maintained by the Trustee. Every notice so given shall be effective whether or
not actually received, and such notice shall for all purposes be deemed to have
been given on the date of mailing thereof.

(c) Any notice to be given to the Company hereunder shall be
sufficiently given if mailed to the Company at its principal executive offices.

16. AMENDMENT OR MODIFICATION AGREEMENT. The holders of Voting Trust
Certificates may modify or amend this Agreement by written agreement with the
written consent of the Trustee. Copies of any modifications of amendments must
be filed in the registered office of the Company in the State of Delaware, in
the books of the Company and in the records of the Trustee to be effective.

17. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties. Any oral or written representations, agreements,
understandings and/or statements not contained herein shall be of no force and
effect.

18. GENDER. The use herein of (a) any gender includes all others and (b)
the singular number includes the plural and vice-versa, whenever the context so
requires.

19. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of Delaware, without giving
effect to principles of conflicts of law.

20. BINDING EFFECT. Subject to any provision of this Agreement that may
prohibit or curtail assignment of any rights hereunder, this Agreement shall
bind and inure to the benefit of the respective heirs, assigIls, personal
representatives, and successors of the parties hereto.

<PAGE>

21. SEVERABILITY. If any term, provision, covenant or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

22. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts and each shall be deemed to be an original.

IN WITNESS WHEREOF, the undersigned Stockholders and the Trustee have
executed this Agreement to evidence their respective acceptance of the
irrevocable voting trust created hereby, as of the day and year first above
written.

NUMBER OF

SHARES
------

RAY ENGLISH & ASSOCIATES, INC.

By: /s/ R. F. English 802, 766
- ---------------------
Raymond F. English, President

/s/ Dorothy English
- -------------------
DOROTHY A. ENGLISH 205,000

TRUSTEE
- -------

/s/ Dorothy English
- -------------------
DOROTHY A. ENGLISH

WITNESSED
- ---------

/s/ Denis L. Metherell
- ----------------------
SECRETARY

<PAGE>
EXHIBIT A
- --------------------------------------------------------------------------------
The transferability of this Voting Trust Certificate is restricted by
the terms of the Voting Trust Agreement, dated July 15, 1995, pursuant to which
this Voting Trust Certificate has been issued.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH CERTIFICATE UNDER SAID ACT OR (B) AN OPINION OF
COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

NO. 1 802,766 SHARES

VOTING TRUST CERTIFICATE
COMPUFLIGHT, INC.

Incorporated under the laws of the State of Delaware

This certifies that RAY ENGLISH & ASSOCIATES, INC., or his or her
registered assigns, is entitled to all of the benefits arising from the deposit
with the Trustee under the Voting Trust Agreement (as defined below) of
certificates evidencing EIGHT HUNDRED TWO THOUSAND SEVEN HUNDRED SIXTY-SIX
(802,766) shares of Common Stock, par value $.001 per share, of Compuflight,
Inc., a Delaware corporation (the "Company"), as provided in the Voting Trust
Agreement and subject to the terms thereof.

Subject to the terms of the Voting Trust Agreement, the registered
holder hereof is entitled to receive payment equal to the amount of cash
dividends, if any, received by the Trustee upon the number of shares of capital
stock of the Company in respect of which this certificate is issued. Dividends
received by the Trustee in Common Stock or other stock of the Company having
general voting powers shall be payable in Voting Trust Certificates, in form
similar hereto. Until the Trustee shall have delivered the stock held under the
Voting Trust Agreement to the holders of the Voting Trust Certificates, or to
the Company, as specified in the Voting Trust Agreement, the Trustee shall
possess and shall be entitled to exercise all rights and powers of an owner of
such stock, as specified in the Voting Trust Agreement, including the right to
vote thereon for every purpose, it being expressly stipulated that no voting
right passes to the holder hereof under this certificate or any agreement,
expressed or implied.

<PAGE>

This certificate is issued, received, and held under, and the rights
of the holder hereof are subject to, the terms of a Voting Trust Agreement,
dated as of July 15, 1995, by and among certain stockholders of the Company and
Dorothy A. English, as Voting Trustee (the "Voting Trust Agreement"). Copies of
the Voting Trust Agreement, and of every agreement amending or supplementing the
same, are on file in the principal office of the Company in Port Washington, New
York and in the registered office of the Company in the State of Delaware, and
shall be open to the inspection of any stockholder of the Company, daily during
business hours. Copies are also filed in the offices of the Trustee in Waterloo,
Ontario, Canada. The holder of this certificate, by acceptance hereof, assents
and is bound by all the provisions of the Voting Trust Agreement as if such
Voting Trust Agreement had been originally signed by him in person.

In the event of the dissolution or total or partial liquidation of the
Company, subject to the terms of the Voting Trust Agreement, the funds,
securities, rights or property received by the Trustee in respect to the stock
deposited under the Voting Trust Agreement shall be distributed among the
registered holders of Voting Trust Certificates in proportion to their interests
as shown by the books of the Trustee.

In the event that any dividend or distribution other than in cash or
stock of the Company having general voting powers is received by the Trustee,
subject to the terms of the Voting Trust Agreement, the Trustee shall distribute
the same to the registered holders of Voting Trust Certificates as provided in
the Voting Trust Agreement in accordance with the number of shares represented
by their respective Voting Trust Certificates.

Stock certificates for the number of shares of capital stock then
represented by this certificate, and any undistributed dividends shall be due
and deliverable hereunder upon the termination of the Voting Trust Agreement
upon and subject to the terms provided therein.

The Voting Trust Agreement shall continue in full force and effect as
provided in the Voting Trust Agreement unless such term is terminated prior
thereto as provided in the Voting Trust Agreement.

This certificate is transferable on the books of the Company at its
office in Port Washington, New York or elsewhere as designated by the Trustee,
by the holder hereof, either in person or by attorney duly authorized, in
accordance with the provisions set forth in the Voting Trust Agreement and on
surrender of this certificate properly endorsed. Each holder hereof agrees that
delivery of this certificate, duly endorsed by a holder hereof, shall vest title
hereto and all rights hereunder in the transferee; provided, however, that the
Trustee may treat the registered holder hereof as the absolute owner hereof and
all rights and interest represented hereby for all purposes whatsoever, and the
Trustee shall not be bound or affected by any notice to the contrary; provided,
however, that no delivery of stock

<PAGE>

certificates hereunder, or the proceeds thereof, shall be made without surrender
hereof properly endorsed.

This certificate shall not be valid for any purpose until duly
executed by the Trustee.

The term "Trustee" as used herein means the Trustee or any Successor
Trustee acting under the Voting Trust Agreement.

IN WITNESS WHEREOF, the Trustee has duly executed this certificate as
of July 15, 1995.

/s/ Dorothy A. English
- ----------------------
DOROTHY A. ENGLISH, TRUSTEE

WITNESSED

/s/ Denis L. Metherell
- ----------------------
SECRETARY

<PAGE>
EXHIBIT 10(A) Amendment to the Employment Agreement between the Company and
Russell K. Thal dated March 14, 1996

March 14, 1996

Russell K. Thal
26 Ridge Drive
Port Washington, New York 11050

Dear Mr. Thal:

Reference is made to that certain Employment Agreement dated as of December 1,
1993 between Compuflight, Inc. ("Compuflight") and Russell K. Thal ("Thal") (the
"Employment Agreement").

Compuflight and Thal hereby agree that the provisions of Section 8 of the
Employment Agreement are null and void as of December 1, 1993. Compuflight and
Thal hereby agree further that, effective as of March 1, 1996, a new Paragraph 8
of the Employment Agreement is added as follows:

"8. Retirement

The Company agrees to acquire on or before July 31, 1996 an annuity and/or
universal life insurance policy (the "Policy") taken out with an insurance
company licensed to do business in the State of New York and having a
BESTS/MOODYS/STANDARD & POORS rating of not less than "A", which will provide
for the following: (a) the Employee being the beneficiary thereof; (b)
commencing one (1) month following the later of (i) the end of the Employment
Period or (ii) the cessation date of the Employee's employment with the
Company, the payment to the Employee of sixty (60) equal monthly installments of
Ten Thousand Dollars ($10,000) (such payments not to extend beyond the
Employee's death, except that, if the cessation date of the Employee's
employment with the Company is after March 31, 1999, and the Employee dies after
March 31, 2004, the Employee shall be entitled to receive all sixty (60) monthly
payments provided for hereunder); and (c) a death benefit in the amount of Six
Hundred Thousand Dollars ($600,000) covering the Employee's death through March
31, 2004, which amount shall decrease to the extent of any payments pursuant to
(b) above. The Policy shall be paid for in equal monthly installments over the
period ending March 31, 1999. Notwithstanding the foregoing, the Employee shall
not be entitled to any of the payments set forth in (b) above if, prior to the
end of the Employment Period, the Employee voluntarily terminates his employment
with the Company."

Except as amended hereby, the provisions of the Employment Agreement shall
continue in full force and effect in accordance with its terms.

<PAGE>

This agreement shall be binding upon and shall enure to the benefit of the
successors, assigns and legal representatives of Compuflight and Thal.

The Employment Agreement, as amended hereby, may be amended only by a writing
executed by Compuflight and Thal.

If the foregoing is acceptable, please indicate your agreement thereto by
signing in the space provided below and returning an executed copy to the
undersigned.

Very truly yours,
Agreed to: COMPUFLIGHT, INC.
Russell K. Thal
/s/ Dorothy A. English
-----------------------
/s/ Russell K. Thal
- --------------------

<PAGE>

SANDATA, INC.
48 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050

November 1, 1993

Compuflight, Inc.
48 Harbor Park Drive
Port Washington, New York 11050

Gentlemen:

Reference is made to that certain Promissory Note dated July 31, 1993
made payable by Compuflight, Inc. ("Compuflight") to Sandata, Inc. ("Sandata")
in the principal amount of Six Hundred Seventy-Five Thousand Six Hundred Fifty-
One Dollars and Sixty Cents ($675,651.60) (the "Note"), which is secured by that
certain Security Agreement dated July 31, 1993 between Compuflight and Sandata
(the "Security Agreement").

Compuflight and Sandata hereby agree to amend and modify the terms of
the Note and Security Agreement as provided herein. Except as expressly
modified hereby, the Note and Security Agreement shall remain in full force and
effect.

The Note is hereby amended and modified as follows:

(i) Effective with the date hereof, the interest rate will be ten
percent (10%) per annum.

(ii) Amounts due under the Note will be payable as follows:

- NORMAL MONTHLY PAYMENTS. Principal shall be due and payable
in installments of Twenty Thousand Dollars ($20,000) per
month, together with accrued interest, payable commencing
February 28, 1994 and continuing on the last day of each
month until the Note is paid in full.

- CONTINGENT PAYMENTS. In addition to the monthly payments
provided for above, Compuflight shall pay to Sandata, as a
principal payment, cash equal to (a) twenty percent (20%) of
all monies received from in-house (i.e., stand-alone)
commercial system sales and/or licensing of flight planning
software ("System") by Compuflight, Navtech Systems Support
Inc. ("Support"), Efficient Aviation Systems, Inc. ("EAS")
or any subsidiary of any of the foregoing now existing or
hereafter created and (b) seventy-five percent (75%) of all
monies received by Compuflight from Harris Corporation with
respect to the claims and amounts

<PAGE>

due as discussed in Compuflight's Annual Report on Form 10-
KSB for the fiscal year ended October 31, 1992. Such
contingent payments shall be made within fifteen (15) days
following the end of the month in which such monies are
received by Compuflight, Support or EAS, as the case may be.
Such contingent payments shall be applied to the last
maturing installment due under the Note.

The Security Agreement is hereby amended and modified so that the term
"Collateral" now means only those assets indicated on Schedule A attached hereto
and made a part hereof. Simultaneously herewith, Sandata and Compuflight are
executing UCC-3's with respect to the amended description of Collateral.

The Note and Security Agreement are hereby amended and modified so
that, in the event that Compuflight fails to pay when due any amount due under
the Note, as amended hereby, within seven (7) days of written notice from
Sandata, the parties shall take the following actions:

(i) Compuflight shall peacefully surrender and deliver the Collateral
to Sandata at Sandata's office;

(ii) Sandata shall attempt to liquidate the Collateral (other than
Compuflight's name and customer list) in a commercially reasonable manner, it
being understood and agreed that, with respect to that portion of the Collateral
constituting cash, Sandata shall not then foreclose its security interest with
respect thereto for an amount in excess of one-half thereof on the date of
default by Compuflight;

(iii) All proceeds realized during the period commencing with the date
payment was due under the Note and ending on the ninetieth (90th) day thereafter
shall be applied in reduction of the principal balance due under the Note. All
remaining principal and accrued interest (which interest shall be added to
principal) due as of such ninetieth (90th) day shall be payable, together with
interest thereon at the rate of ten percent (10%) per annum, in twenty-four (24)
equal monthly installments commencing on the last day of the month in which such
ninety (90) day period ends. Any amounts realized from the liquidation of the
Collateral subsequent to such ninety (90) day period shall be applied to the
last maturing installment due.

(iv) In the event that Compuflight fails to pay any installment when
due as provided in (iii) above, then if such sum has not been paid within seven
(7) days of written notice from Sandata of default, the entire principal balance
then outstanding, together with accrued interest, shall become immediately due
and payable and Sandata may proceed on the same basis as any unsecured creditor,
subject to its rights as a secured creditor with respect to any remaining
Collateral, including, without limitation,

<PAGE>

Compuflight's name and customer list, but excluding any remaining cash forming a
portion of the collateral.

Compuflight agrees that, without the prior written consent of Sandata,
for so long as any amount is due to Sandata under the Note, as amended, it will
not offer, sell or license any System or other product or service to any entity
that was a customer of Compuflight as of October 31, 1993 ("Compuflight
Customer"), or cause or allow EAS, Support or any entity over which Compuflight
has control to offer, sell or license any System or other product or service to
any Compuflight Customer, through any entity other than Compuflight.

This agreement constitutes the entire understanding of the parties
with regard to the matters set forth herein and may not be amended or modified
except by a writing signed by the party to be charged. This agreement may not
be assigned by any party without the prior written consent of the other. This
agreement shall be construed in accordance with the laws of the State of New
York, excluding choice of law principles thereof. All notices sent hereunder
shall be sent certified or registered mail, postage prepaid, return receipt
requested and addressed to the party at their address set forth hereinabove.

Kindly acknowledge your agreement to the foregoing by signing a copy
of this letter in the space provided below.

Very truly yours,

SANDATA, INC.

By: /s/
----------------------------
Hugh Freund, Executive
Vice President

Agreed to:

COMPUFLIGHT, INC.

By: /s/
--------------------------
Russell K. Thal, President

Support and EAS each hereby agrees that, without the written consent
of Sandata, it will not offer, sell or license any System or other product or
service to any Compuflight Customer except through Compuflight.

NAVTECH SYSTEMS SUPPORT INC. EFFICIENT AVIATION SYSTEMS, INC.

By: /s/ By: /s/
------------------------- --------------------------
Raymond English, Chairman Raymond English, President

<PAGE>

SCHEDULE A

For purposes of this Agreement, the term "Collateral" shall mean
the following assets of Compuflight:

(a) All fixed assets existing as of October 31, 1993,
including, without limitation, all equipment, furniture, furnishings, fixtures,
leasehold improvements, computer software, tools and supplies of Compuflight,
wherever located, of every kind and description, tangible or intangible,
including any and all replacements, proceeds and products thereof and accessions
thereto whether existing as of October 31, 1993 or thereafter acquired or
created.

(b) All inventory of Compuflight existing as of October 31,
1993, including, but not limited to all merchandise, raw materials, parts,
supplies, work in progress, finished products intended for sale, rent or lease,
and all packaging materials of every kind and description owned by and in the
custody or possession, actual or constructive, of Compuflight, including such
inventory as is temporarily out of Compuflight's custody or possession and
including any returns upon any accounts or other proceeds, including insurance
proceeds, resulting from the sale or disposition of any of the foregoing,
including, among other things, but not limited to, raw materials and finished
products and including all other classes of merchandise, materials, parts,
supplies, work in progress, inventories and finished products intended for sale
by Compuflight located or contained in or on the premises of Compuflight and in
any warehouse or in or on other premises of Compuflight may subsequently
establish or occupy, including inventory temporarily removed from said premises;

(c) All general intangibles including, without limitation,
goodwill, trademarks, trade styles, trade names, patents applications, and
deposit accounts owned;

(d) All accounts, and other receivables, instruments, claims,
demands or other forms of obligations and contract rights, in each case whether
owned as of October 31, 1993 or thereafter created or acquired, together with
the proceeds thereof (collectively, "Accounts"), all goods represented by said
Accounts and all such goods that may be returned by the Customers (as
hereinafter defined), and all proceeds of any insurance thereon, and all
guarantees, securities and liens which Compuflight may hold for the payment of
any such Account, including, without limitation, all rights of stoppage in
transit replevin and reclamation and as an unpaid vendor and/or lienor;
provided, however, that all of the foregoing shall relate to only those entities
that were customers of Compuflight as of October 31, 1993, including, without
limitation, Harris Corporation and those other customers set forth on Schedule
A-1 attached hereto (collectively, the "Customers");

<PAGE>

(e) All customer lists and business records;

(f) All cash, money, instruments, securities, documents and
chattel paper, excluding that certain promissory note of even date in the
principal amount of $804,000 issued by Bert E. Brodsky to Compuflight; and

(g) All other assets of Compuflight, including books and records
relating to any of the foregoing but excluding the capital stock of Support and
EAS owned by Compuflight.

<PAGE>
EXHIBIT 10(H) Lease dated March 31, 1994 between Seagull Associates Inc. and
Compuflight, Inc., as amended, with respect to Port Washington,
New York premises

STANDARD FORM OF OFFICE LEASE
The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this ( day of March 1994 between
SEAGULL ASSOCIATES, a partnership with offices at 80 Davids Drive, Hauppauge,
New York 11788
party of the first part, hereinafter referred to as OWNER and
COMPUFLIGHT, INC., 48 Harbor Park Drive, Port Washington, New York 11050 party
of the second part, hereinafter referred to as TENANT,

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner
a portion of the third floor (the "Premises") see attached floor plan (2,689
RSF) in the building known as 99 Seaview Boulevard, Port Washington, New York
11050 for the term of three (3) years (or until such term shall sooner cease and
expire as hereinafter provided) to commence on the 1st day of May nineteen
hundred and ninety four, and to end on the 30th of April nineteen hundred and
ninety seven both dates inclusive, at an annual rental rate of forty three
thousand two hundred ($43, 200.00) (3, 600.00 per month). The annual rent shall
be increased by five (5%) per annum for each lease year commencing May 1, 1995
(see paragraph # 69) which tenant agrees to pay in lawful money of the United
States which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment, in equal monthly installments in advance on the
first day of each month during said term, at the office of Owner may designate,
with out any set off or deduction whatsoever, except that Tenant shall pay the
first monthly installment (s) on the execution hereof (unless this lease be a
renewal).

In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner or with
Owner's predecessor in interest, Owner may at Owner's option and without notice
to Tenant add the amount of such arrears to any monthly installment of rent
payable hereunder and the same shall be payable to Owner as additional rent.

The parties hereto, for themselves, their heirs, distributes, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

Rent
1. Tenant shall pay the rent as above and as hereinafter provided.

Occupancy

2. Tenant shall use and occupy demised premises for executive and
administrative offices and for other purpose.

<PAGE>

Tenant Alterations:

3. Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written consent, Subject to the prior written consent of
Owner, and to the provisions of this article, Tenant at Tenant's expense, may
make alterations, installations or improvements which are non-structural and
which do not affect utility services or plumbing and electrical lines in or to
the interior of the demised premises by using contractors or mechanics first
approved by Owner, Tenant shall, before making any alterations, additions,
Installations or Improvements, at its expense, obtain all permits, approvals and
certificates required by any governmental or quasi governmental bodies and (upon
completion) certificates of final approval thereof and shall deliver promptly
duplicates of all such permits, approvals and certificates to Owner and Tenant
agrees to carry and will cause Tenant's contractors and sub-contractors to carry
such workman's compensation, general liability, personal and property damage
insurance as Owner may require. If any mechanic's lien is filled against the
demised premises, or the building of which the same forms a part, for work
claimed to have been done for, or materials furnished to, Tenant, whether or not
done pursuant to this article, the same be discharges by Tenant within thirty
days thereafter, at Tenant's expense, by filing the bond required by law. All
fixtures and all paneling, partitions, railings and like installations,
installed in the premises at any time, either by Tenant or by Owner in Tenant's
behalf, shall, upon installation, become the property of Owner and shall remain
upon and surrendered with the demised premises unless Owner, by notice to Tenant
no later than twenty days prior to the date fixed as the termination of this
lease, elects to relinquish Owner's rights thereto and have to have them removed
by Tenant, in which event the same shall be removed from the premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
article shall be constructed to give Owner title to or to prevent Tenant's
removal of trade, fixtures, moveable office furniture and equipment, but upon
removal of any such from the premises or upon removal of other installations as
may be required by Owner, Tenant shall immediately and at its expense, repair
and restore the premises to the condition existing prior to installation and
repair any damage to the demised premises or the building due to such removal.
All property permitted or required to be removed, by Tenant at the end of the
term remaining in the premises after Tenant's removal shall be deemed abandoned
and may, at the election of Owner, either be retained as Owner's property or may
be removed from the premises by Owner, at Tenant's expense.

Maintenance

4. Tenant shall , throughout the term of this lease, take and good care of
the demised premises and the fixtures and repairs appurtenances therein. Tenant
shall be responsible for all damage or injury to the demised premises or any
other part of the building and the systems and equipment thereof, whether
requiring, structural or nonstructural repairs caused by or resulting from
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
subtenants, agents, employees, invitees or licensees, or which arise out of any
work, labor, service or equipment done for or supplied to Tenant or any
subtenant or arising out of the installation, use or operation of the property
or equipment of Tenant or any subtenant. Tenant shall also repair all damage tot
the building and the demised premises caused by

<PAGE>

the moving of Tenant's fixtures, furniture and equipment. Tenant shall promptly
make, at Tenant's expense, all repairs in and tot he demised premises for which
Tenant is responsible, using only the contractor for the trade or trades in
question, selected from a list of at least two contractors per trade submitted
by Owner. Any other repairs in or to the building or the facilities and systems
thereof for which Tenant is responsible shall be performed by Owner at the
Tenant's expense. Owner shall maintain in good working order and repair the
exterior and the structural portions of the building, including the structural
portions of its demised premises, and the public portions of the building
interior and the building plumbing, electrical and ventilation systems (to the
extent such systems presently exist) servicing the demised premises. Tenant
agrees to give prompt notice to any defective condition in the premises for
which Owner may be responsible hereunder. There shall be no allowance to Tenant
for diminution of rental value and no liability on the part of Owner by reason
of inconvenience, annoyance or injury to business arising from Owner or others
making repairs, alterations, additions or improvements in or to any portion of
the building or the demised premises or in and to the fixtures, appurtenances or
equipment thereof, it is specifically agreed that Tenant shall not be entitled
to any setoff or reduction of rent by reason of any failure of Owner to comply
with the covenants of this or any other article of this Lease, Tenant agrees
that Tenant's sole remedy at law in such instance will be by the way of an
action for damages for breach of contract. The provisions of this Article 4
shall not apply in the case of fire or other casualty which are dealt with in
Article 9 hereof.

Window Cleaning:

5. Tenant will not clean nor require, permit, suffer or allow any window in
the demised premises to be cleaned from the outside in violation of Section 202
of the Labor Law or of the Rules of the Board or body having or asserting
jurisdiction

Requirements of Law, Fire Insurance, Floor Loads:

6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant, at Tenant's sole and expense,
shall promptly comply with all present and future laws, orders and governments,
departments, commissions and boards and any direction of any public officer
pursuant to law, and all orders, rules and regulations of the New York Board of
Fire Underwriters, Insurance Services Office, or any similar body which shall
impose any violation, order or duty upon Owner or Tenant with respect to the
demised premises, whether or not arising out of Tenant's use or manner of use
thereof, (Including Tenant's permitted use) or, with respect to the building if
arising out of Tenant's use or manner of use of the premises or the building
(including the use permitted under the lease). Nothing herein shall require
Tenant to make structural repairs or alterations unless Tenant has, by its
manner of use of the demised premises or method of operation therein, violated
any such laws, ordinances, orders, rules, regulations or requirements with
respect thereto. Tenant may, after securing Owner to Owner's satisfaction
against all damages, interest, penalties, and expenses, including, but not
limited to, reasonable attorney's fees, by cash deposit or by surety bond in an
amount and in a company satisfactory to Owner, contest and appeal any such laws,
<PAGE>

ordinances, orders, rules, regulations or requirements provided dame is done
with all reasonable promptness and provided such appeal shall not subject Owner
to prosecution for a criminal offense or constitute a default under any lease or
mortgage under which Owner may be obligated, or cause the demised premises or
any part thereof to be condemned or vacated. Tenant shall not de or permit any
act or thing to be done in or to the demised premises which is contrary to law,
or which will invalidate or be in conflict with public liability, fire or other
policies of insurance at any time carried by or for the benefit of Owner with
respect to the demised premises or the building of which the demised premises
form a part, or which shall or might subject Owner to any liability or
responsibility to any person or for property damage. Tenant shall not keep
anything in the demised premises except as now or hereafter permitted by the
Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization
or other authority having jurisdiction, and then only in such manner and such
quality so as not to increase the rate for fire insurance applicable to the
building, nor use the premises in a manner which will increase the insurance
rate for the building or any property located therein over that in effect prior
to the commencement of Tenant's occupancy, Tenant shall pay all costs, expenses,
fines, penalties, or damages, which may be imposed upon Owner by reason of
Tenant's failure to comply with the provisions of this article and if by reason
of such failure the fire insurance rate shall, at the beginning of this lease or
at any time thereafter, be higher than it otherwise would be, then Tenant shall
reimburse Owner, as additional rent hereunder, for that portion of all fire
insurance premiums thereafter paid by Owner which shall have been charged
because of such failure by Tenant. In any action or proceeding wherein Owner and
Tenant are parties, a schedule or "make-up" of rate for the building or demised
premises issued by the New York Fire Insurance Exchange, or other body making
fire insurance rates applicable to said premises shall be conclusive evidence of
the facts therein stated and of the several items and charges in the fire
insurance rates then applicable to said premises. Tenant shall not place a load
upon any floor of the demised premises exceeding the floor load per square foot
area which it was designed to carry and which is allowed by law. Owner reserves
the right to prescribe the weight and positions of all safes, business machines
and mechanical equipment. Such in installations shall be placed and maintained
by Tenant, at Tenant's expense, in settings sufficient, in Owner's judgment, to
absorb and prevent vibration, noise and annoyance.

Subordination:

7. This lease is subject and subordinate to all ground or underlying leases
and to all mortgages which may now or hereafter affect such leases or the real
property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This cause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.

Property-Loss, Damage, Reimbursement, Indemnity:

8. Owner or its agents shall not be liable for any damage to property of
Tenant or of

<PAGE>

others entrusted to employees of the building, nor for loss of or damage to any
property of Tenant by theft or otherwise, nor for any injury or damage to
persons or property resulting from any cause of whatsoever nature, unless caused
by or due to the negligence of Owner, its agents, servants or employees. Owner
or its agents will not be liable for any such damage caused by other tenants or
persons in, upon or about said building or caused by operations in construction
of any private, public or quasi public work.

In at any time any windows of the demised premises are temporarily closed,
darkened or bricked up (or permanently closed, darkened or bricked up, if
required by law) for any reason whatsoever including, but not limited to Owner's
own act's, Owner shall not be liable for any damage Tenant may sustain thereby
and Tenant shall not be entitled to any compensation therefor nor abatement or
diminution of rent nor shall the same release Tenant from its obligations
hereunder nor constitute an eviction. Tenant shall indemnify and save harmless
Owner against and from all liabilities, obligations, damages, penalties, claims,
costs and expenses for which Owner shall not be reimbursed by insurance,
including reasonable attorneys fees, paid, suffered or incurred as a result of
any breach by Tenant, Tenant's agents, contractors, employees, invitees or
licenses, of any covenant or condition of this lease, or the carelessness,
negligence or improper conduct of the Tenant, Tenant's agents, contractors,
employees, invitees or licenses, Tenant's liability under this lease extends to
the acts and omissions of any sub-tenant, and any agent, contractor, employee,
invitee or license of any sub-tenant. In case any action or proceeding is
brought against Owner by reason of any such claim, Tenant, upon written notice
from Owner, will, at Tenant's expense, resist or defend such action or
proceeding by counsel approved by Owner in writing, such approval not to be
unreasonably withheld.

Destruction, Fire and Other Casualty:

9. (a) If the demised premises or any part thereof shall be damaged by fire
or other casualty, Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as hereinafter set forth.
(b) If the demised premises are partially damaged or rendered partially unusable
by fire or other casualty, the damages thereto shall be repaired by and at the
expense of Owner and the rent, until such repair shall be substantially
completed, shall be appointed from the day following the casualty according to
the part of the premises which is usable. (c) If the demised premises are
totally damaged or rendered wholly unusable by fire or other casualty, then the
rent shall be proportionately paid up to the time of the casualty and the
thenceforth shall cease until the date when the premises shall have been
repaired and restored by Owner subject to Owner's right to elect not to restore
the same as hereinafter provided. (d) If the demised premises are rendered
wholly unusable or (whether or not the demised premises are damaged in whole or
in part) if the building shall be so damaged that Owner shall decide to demolish
it or to rebuild it, then, in any of such events, Owner may elect to terminate
this lease by written notice to Tenant, given within 90 days after such fire or
casualty, specifying a date for the expiration of the lease, which date shall
not be more than 60 days after giving of such notice, and upon the date
specified in such notice the term of this lease shall expire as fully and
completely as if

<PAGE>

such date were the date set forth above for the termination of this lease and
Tenant shall forthwith quit, surrender and vacate the premises without prejudice
however, to Landlord's rights and remedies against Tenant under the lease
provisions in effect prior to such termination, and any rent owing shall be paid
up to such date and any payments of rent made by Tenant which were on account of
any period subsequent to such gate shall be returned to Tenant. Unless Owner
shall serve a termination notice as provided for herein, Owner shall make the
repairs and restorations under the conditions of (b) and (c) hereof, with all
reasonable expedition, subject to delays due to adjustment of insurance claims,
labor troubles and causes beyond Owner's control. After any such casualty,
Tenant shall cooperate with Owner's restoration by removing from the premises as
reasonably possible, all of Tenant's salvageable and moveable equipment,
furniture, and other property, Tenant's liability for rent shall resume five (5)
days after written notice from Owner that the premises are substantially ready
for Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant
from liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, each party shall look first to any insurance in
its favor before making any claim against the other party for recovery for loss
or damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery against the
other or any one claiming through or under each of them by way of subrogation or
otherwise. The foregoing release and waiver shall be in force only if both
releasers' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the
party benefiting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the party obtaining
insurance coverage shall be free of any further obligation under the provisions
hereof within respect to waiver of subrogation. Tenant acknowledges that Owner
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Owner will not be obligated to repair any damage thereto or replace
the same. (f) Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.

Eminent Domain:

10. If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of this lease shall cease and terminate from the
date of title vesting in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease and assigns to Owner, Tenant's entire
interest in any such award.

Assignment, Mortgage, Etc.:

11. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit

<PAGE>

the demised premises or any part thereof to be used by others, without the prior
written consent of Owner in each instance. Transfer of the majority of the stock
of a corporate Tenant shall be deemed an assignment. If this lease is assigned,
or if the demised premises or any part thereof be underlet or occupied by
anybody other than Tenant, Owner may, after default by Tenant, collect rent from
the assignee, under-tenant or occupant, and apply the net amount collected to
the rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, under-tenant or occupant as tenant, or release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained. The consent by Owner to an assignment or underletting shall not in
any wise be constructed to relieve Tenant from obtaining the express consent in
writing of Owner to any further assignment or underletting.

Electric Current:

12. Rates and conditions in respect to sub metering or rent inclusion, as
the case may be, to be added in RIDER attached hereto. Tenant covenants and
agrees that all times its use of electric current shall not exceed the capacity
of existing feeders to the building or the risers or wiring installation and
Tenant may not use any electrical equipment which, in Owner's option, reasonably
exercised, will overload such installations or interfere with the use thereof by
other tenants of the building. The change at any time of the character of
electric service shall in no wise make Owner liable or responsible to Tenant,
for any loss, damages or expenses which Tenant may sustain.

Access to Premises:

13. Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to the demised premises or to any other portion of the building or
which Owner may elect to perform. Tenant shall permit Owner to use and maintain
and replace pipes and conduits in and trough the demised premises and to erect
new pipes and conduits therein provided they are concealed within the walls,
floor, or ceiling. Owner may, during the progress of any work in the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction one shall the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason of
loss or interruption of business or otherwise. Throughout the term hereof Owner
shall have the right to enter the demised premises at reasonable hours for the
purpose of showing the same to prospective purchasers or mortgagees of the
building, and during the last six months of the term for the purpose of showing
the same to prospective tenants. If Tenant is not present to open and permit an
entry into the premises, Owner or Owner's agents may enter the same whenever
such entry may be necessary or permissible by master key or forcibly and
provided reasonable care is exercised to safeguard Tenant's property, such entry
shall not render Owner or its agents liable therefor, nor in any event shall the
obligations of Tenant hereunder be affected. If during the last month of the
term Tenant shall have removed all or substantially all of Tenant's property
therefrom. Owner, may immediately enter, alter, renovate or redecorate

<PAGE>

the demised premises without limitation or abatement of rent, or incurring
liability to Tenant for any compensation and such act shall have no effect on
this lease or Tenant's obligations hereunder.

Vault, Vault Space, Area:

14. No vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything contained
in or indicated on any sketch, blue print or plan, or anything contained
elsewhere in this lease to the contrary notwithstanding. Owner makes no
representation as to the location of the property line of the building. All
vaults and vault space and all such areas not within the property line of the
building which Tenant may be permitted to use and/or occupy, is to be used
and/or occupied under a revocable license , and if any such license be revoked,
or if the amount of such space or area be diminished by any federal, state or
municipal authority or public utility, Owner shall not be subject to any
liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Ant tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant.

Occupancy:

15. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of which the
demised premises are a part. Tenant has inspected the premises and accepts them
as is. If any, In any event, Owner makes no representation as to the condition
of the premises and Tenant agrees to accept the same subject to violations,
whether or not of record.

Bankruptcy:

16. (a) Anything elsewhere in this lease to the contrary notwithstanding,
this lease may be canceled by Owner by sending of a written notice to Tenant
within a reasonable time after the happening of any one or more of the following
events: (1) the commencement of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor; or (2) the making by Tenant of an assignment
or any other arrangement for the benefit of creditors under any state statute.
Neither Tenant nor any person claiming through or under Tenant or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises demised but shall forthwith quit and surrender the premises. If this
lease shall be assigned in accordance with its terms, the provisions of this
Article 16 shall be applicable only to the party then owning Tenant's interest
in this lease. (b) It is stipulated and agreed that in the event of the
termination of this lease pursuant to (a) hereof, Owner shall forthwith
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpected portion of the
term demised and the fair and reasonable rental value of the demised premises
for the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be relate by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court,

<PAGE>

commission or tribunal, the amount of rent reserved upon such reletting shall be
deemed to be the fair and reasonable rental value for the part or the whole of
the premises so re-let during the term of the re-letting. Nothing herein
contained shall limit or prejudice the right of the Owner to prove for and
obtain as liquidated damages by reason of such termination , an amount equal to
the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount greater, equal to, or less than the amount of the difference
referred to above.

Default:

17. (1) If Tenant defaults in fulfilling any of the covenant of rent or
additional rent; or if the demised premises becomes vacant or deserted; or if
any execution or attachment shall be issued against Tenant or any of Tenant's
property whereupon the demised premises shall be taken or occupied by someone
other than Tenant; or if this lease be rejected under $235 of Title 11 of the
U.S. Code (bankruptcy code); or if Tenant shall fall to move into or take
possession of the premises within fifteen (15) days after the commencement of
the term of this lease, then in any one or more of such events, upon Owner
serving a written five (5) days notice upon Tenant specifying the nature of said
default and upon the expiration of said five (5) days, if Tenant shall have
failed to comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said five (5) day period, and if Tenant shall not have
diligently commences during such default within such five (5) day period, and
shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written three (3) days
notice of cancellation of this lease upon Tenant, and upon the expiration of
said three (3) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such three (3) day period were the
day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Owner but Tenant shall remain liable as hereinafter provided.

(2) If the notice provided for in (1) hereof shall expire as aforesaid: or if
Tenant shall make default in the payment of the rent reserved herein or any item
of additional rent herein mentioned or any part of either or in making any other
payment herein required: then and in any of such events Owner may without
notice, re-enter the demised premises either by force or otherwise , and
dispossess Tenant by summary proceedings or otherwise, and the legal
representative of Tenant or other occupant of demised premises and remove their
effects and hold the premises as if this lease had not been made, and Tenant
hereby waives the service of notice of intention to re-enter or to institutes
legal proceedings to that end. If Tenant shall make default hereunder prior to
the date fixed as the commencement of any renewal or extension of this lease,
Owner may cancel and terminate such renewal or extension agreement by written
notice.

Remedies of Owner and Waiver of Redemption:

18. In case of any such default, re-entry, expiration and/or dispossess
by summary proceedings

<PAGE>

or otherwise (a) the rent shall become due thereupon and be paid up to the time
of such re-entry, dispossess and/or expiration, (b) Owner may re-let the
premises or any part or parts thereof, either in the name of Owner or otherwise,
for a term or terms which may at Owner's option be less than or exceed the
period which would otherwise have constituted the balance of the term of this
lease and may grant concessions or free rent or charge a higher rental than that
in this lease and/or (c) Tenant or the legal representatives of Tenant shall
also pay Owner as liquidated damages for the failure of Tenant to observe and
perform said Tenant's convenants herein contained, any deficiency between the
rent hereby reserved and/or covenanted to be paid and the net amount, if any, of
the rents collected on account of the lease or leases of the demised premises
for each month of the period which would otherwise have constituted the balance
of the term of this lease. The failure of Owner to re-let the premises or any
part or parts thereof shall not release or affect Tenant's liability for
damages. In computing such liquidated damages there shall be added to the said
deficiency such expenses as Owner may incur in connection with re-letting, such
as legal expenses, attorneys, fees, brokerage, advertising and for keeping the
demised premises in good order or for preparing the same for re-letting. Any
such liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease and any suit brought to collect the amount of
the deficiency for any month shall not prejudice in any way the rights of Owner
to collect the deficiency for any month shall not prejudice in any way the
rights of Owner to collect the deficiency of any subsequent month by a similar
proceeding. Owner, in putting the demised permission good order or preparing the
same re-rental may, at Owner's option, make such alterations, repairs,
replacements, and/or decorations in the demised premises as Owner in Owner's
sole judgment, considers advisable and necessary for the purpose of re-letting
the demised premises, and the making of such alterations, repairs, replacements,
and/or decorations shall not operate or be constructed to release Tenant from
liability hereunder as aforesaid. Owner shall in no event be liable in any way
whatsoever for failure to re-let the demised premises, or in the event that the
demised premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and
the right to invoke any remedy allowed at law or in equity as if re-entry,
summary proceedings and other remedies were not herein provided for. Mention in
this lease of any particular remedy, shall not preclude Owner from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of Owner
obtaining possession of demised premises, by reason of the violation by tenant
of any of the covenants and conditions of this lease, or otherwise.

Fees and Expenses:

19. If Tenant shall default in the observance or performance of any term
or covenant on Tenant's part to be observed or performed under or by virtue of
any of the terms or provisions in any of this lease, then, unless otherwise
provided elsewhere in this lease,
<PAGE>

Owner may immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder. If Owner, in connection with the foregoing or
in connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the payment of money,
including but not limited to attorney's fees in instituting, prosecuting or
defending any action or proceeding, then Tenant will reimburse Owner for such
sums so paid or obligations incurred with interest and costs. The foregoing
expenses incurred by reason of Tenant's default shall be deemed to be
additional rent hereunder and shall be paid by Tenant to Owner within five (5)
days of rendition of any bill or statement to Tenant therefor, if Tenant's
lease term shall have expired at the time of making of such expenditures or
incurring of such obligations, such sums shall be recoverable by Owner as
damages.

Building Alterations and Management:

20. Owner shall have the right at any time without the same consulting an
eviction and without in incurring liability to Tenant therefor to change the
arrangement and/or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the building and
to change the name, number or designation by which the building may be known.
There shall be no allowance to Tenant for diminution of rental value and no
liability on the part of Owner by reason of inconvenience, annoyance or injury
to business arising from Owner or other Tenants making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
such controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.

No Representations by Owner:

21. Neither Owner nor Owner's agents have made any representations or
promises with respect to the physical condition of the building, the land upon
which it is erected or the demised premises, the rents, leases, expenses of
operation or any other matter or thing affecting or related to the premises
except as herein expressly set forth and no rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth in
the provisions of this lease. Tenant has inspected the building and the demised
premises and is thoroughly acquainted with their condition and agrees to take
the same "as is" and acknowledges that the taking of possession of the demised
premises by Tenant shall be conclusive evidence that the said premises and the
building of which the same form a part were in good and satisfactory condition
at the time such possession was so taken, except as to latent defects. All
understandings and agreements heretofore made between the parties hereto are
merged in this contract, which alone fully and completely expresses the
agreement between Owner and Tenant and any executory agreement hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of it
in whole or in part, unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

<PAGE>

End of Term:

22. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Owner the demised premises, broom clean, in
good order and condition, ordinary wear and damages which Tenant is not required
to repair as provided elsewhere in this lease excepted, and Tenant shall remove
all its property. Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of this lease. If the last day of
the term of this Lease or any renewal thereof, falls on Sunday, this lease shall
expire at noon on the preceding Saturday unless it be a legal holiday in which
case it shall expire at noon on the preceding business day.

Quiet Enjoyment:

23. Owner covenants and agrees with Tenant that upon Tenant paying the rent
and additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the premises hereby demised, subject, nevertheless, to the
terms and conditions of this lease including, but not limited to, Article 30
hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.

Failure to Give Possession:

24. If Owner is unable to give possession of the demised premises on the
date of the commencement of the term hereof, because of the holding-over or
retention of possession of any tenant, under tenant or occupants or if the
demised premises are located in an building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or for any reason, Owner shall not be subject to any liability for
failure to give possession on said date and the validity of the lease shall not
be impaired under such circumstances, nor shall not be impaired under such
circumstances, nor shall the same be constructed in any wise to extend the term
of this lease, but the rent payable hereunder shall be abated (provided Tenant
is not responsible for Owner's inability to obtain possession) until after Owner
shall have given Tenant written notice that the premises are substantially ready
for Tenant's occupancy. If permission is given to Tenant to enter into the
possession of the demised premises or to occupy premises other than the demised
premises prior to date specified as the commencement of the term of this lease,
Tenant covenants and agrees that such occupancy shall be deemed to be under all
the terms, covenants, conditions and provisions of this lease, except as to the
covenant to pay rent. The provisions of this article are intended to constitute
"an express provision to the contrary" within the meaning of Section 223-a of
the New York Real Property Law.

No Waiver:

25. The failure of Owner to seek redress for violation of, or to insist
upon the strict performance of any covenant or condition of this lease or of any
of the Rules or Regulations, set forth or hereafter adopted by Owner, shall not
prevent a subsequent act which would have originally constituted a violation
from having all the force and effect of an original violation. The receipt by
Owner of rent with knowledge of the breach of any covenant of this lease shall
not be deemed a waiver of such breach and no provision of this lease shall be

<PAGE>

deemed to have been waived by Owner unless such waiver be in writing signed by
Owner. No payment by Tenant or receipt by Owner of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement of any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. No act or thing done by Owner or Owner's
agents during the term hereby demised shall be deemed an acceptance of surrender
of said premises, and no agreement to accept such surrender shall be valid
unless in writing signed by Owner. No employee of Owner or Owner's agent shall
have any power to accept the keys of said premises prior to the termination of
the lease and the delivery of keys to any such agent or employee shall not
operate as a termination of the lease or a surrender of the premises.

Waiver of Trial by Jury:

26. It is mutually agreed by and between Owner and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counter claim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said premises,
and any emergency statutory or any other statutory remedy. It is further
mutually agreed that in the event Owner commences any summary proceeding for
possession of the premises, Tenant will not interpose any counter claim of
whatever nature or description in any such proceeding including a counterclaim
under Article 4.

Inability to Perform:

27. This Lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or implied to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment of
fixtures if Owner is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever including, but not limited to, government
preemption in connection with a National Emergency or by reason of any rule,
order or regulation of any department or subdivision thereof of any government
agency or by reason of the conditions of supply and demand which have been or
are affected by war or other emergency.

Bills and Notices:

28. Except as otherwise in this lease provided, a bill, statement, notice
or communication which Owner may desire or be required to give Tenant, shall be
deemed sufficiently given or rendered if, in writing, delivered to Tenant
personally or sent by registered or certified mail addressed to Tenant at the
building of which the demised premises form a part or at the last known
residence address or business address of Tenant or left at ant of the aforesaid
premises addressed to Tenant, and the time of the rendition of such bill or
statement and of

<PAGE>

the giving of such notice or communication shall be deemed to be the time when
the same is delivered to Tenant, mailed, or left at the premises as herein
provided. Any notice by Tenant to Owner must be served by registered or
certified mail addressed to Owner at the address first hereinabove given or at
such other address as Owner shall designate by written notice.

Services Provided by Owners:

29. As long as Tenant is not in default under any of the covenants of this
lease, Owners shall provide: (a) necessary elevator facilities on business days
from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m. and have one
elevator subject to call at all other times; (b) heat to the demised premises
when and as required by law , on business days from 8 a.m. to 6 p.m. and on
Saturdays from 8 a.m. to 1 p.m.; (c) water for ordinary lavatory purposes, but
if Tenant uses or consumes water of any other purposes or in unusual qualities
(of which fact Owner shall be the sole judge). Owner may install a water meter
at Tenant's expense which Tenant shall thereafter maintain at Tenant's expense
in good working order and repair to register such water consumption and Tenant
shall pay for water consumed as shown on said meter as additional rent as and
when bills are rendered; (d) cleaning services for the demised premises on
business days at Owner's expense provided that the same are kept in order by
Tenant.(e) If the demised premises is serviced by Owner's air
conditioning/cooling and ventilating system, air conditioning/cooling will be
furnished to tenant from May 15th through September 30th on business days
(Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m., and
ventilation will be furnished on business days during the aforesaid hours except
when air conditioning/cooling is being furnished as aforesaid. If Tenant
requires air conditioning/cooling or ventilation for more extended hours or on
Saturdays, Sundays or on holidays, as defined under Owner's contract with
Operating Engineers Local 94-94A, Owner will furnish the same at Tenant's
expense. RIDER to be added in respect to rates and conditions for such
additional service. (f) Owner reserves the right to stop services of the
heating, elevators, plumbing, air conditioning, power systems or cleaning or
other services, if any, when necessary by reason of accident or for repairs,
alterations, replacements or improvements necessary or desirable in the judgment
of Owner as long as may be reasonably required by reason thereof. If the
building of which the demised premises are a part supplies manually operated
elevator service, Owner at any time may substitute automatic control elevator
service and upon ten days written notice to Tenant, proceed with alterations
necessary thereof without in any wise affecting this lease or the obligation of
Tenant hereunder. The same shall be done with a minimum of inconvenience to
Tenant and Owner shall pursue the alteration with due diligence.

Captions:

30. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provisions thereof.

Definitions:

31. The term "office", or "offices", wherever used in this lease, shall
not be constructed to mean premises used as a sore or stores, for the sale or
display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or

<PAGE>

other stand, barber shop, or for other similar purposes or for manufacturing.
The term "Owner" means a landlord or lessor, and as used in this lease means
only the owner, or the mortgagee in possession, for the time being of the land
and building (or the owner of a lease of the building or of the land and
building) of which the demised premises form a part, so that in the event of any
sale or sales of said land and building or of said building, or of the land and
building, the said Owner shall be and hereby is entirely freed and relieved of
all covenants and obligations of Owner hereunder, and it shall be deemed and
constructed without further agreement between the parties or their successors in
interest, or between the parties and the purchaser, at any such sale, or the
said lease of the building, or of the land and building, that the purchaser or
the lessee of the building has assumed and agreed to carry out any and all
covenants and obligations of Owner, hereunder. The words "re-entry" as used in
this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays (except such
portion thereof as is covered by specified hours in Article 29 hereof), Sundays
and all days observed by the State or Federal Government as legal holidays and
those designated as holidays by the applicable building service union employees
service contract or by the applicable Operating Engineers contract with respect
to HVAC service.

Adjacent Excavation -Shoring:

32. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation, license to enter upon the
demised premises for the purpose of doing such work as said person shall deem
necessary to preserve the wall or the building of which demised premises form a
part from injury or damage and to support the same by proper foundations without
any claim for damages or indemnity against Owner, or diminution or abatement of
rent.

Rules and Regulations:

33. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as Owner
or Owner's agents may from time to time adopt. Notice of any additional rules or
regulations shall be given in such manner as Owner may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Owner or Owner's agents, the parties hereto agree to submit the
question of the reasonableness of such Rule or Regulation for decision to the
New York office of the American Arbitration Association, whose determination
shall be final and conclusive upon the parties hereto. The right to dispute the
reasonableness of any additional Rule or Regulation upon Tenant's part shall be
deemed waived unless the same shall be asserted by service of a notice, in
writing upon Owner within ten (10) days after giving of notice thereof. Nothing
in this lease contained shall be constructed to impose upon Owner any duty or
obligation to enforce the Rules and Regulations or terms, covenants or
conditions in any other lease, as against any other tenant and Owner shall not
be liable to Tenant for violation of the same by any other tenant, its servants,
employees, agents, visitors or licensees.

<PAGE>

Security:

34. Tenant has deposited with Owner the sum of $ 3,600.00 as security for
the faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Owner. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date fixed as the end of the Lease and
after delivery of entire possession of the demised premises to Owner. In the
event of a sale of the land and building or leasing of the building, of which
the demised premises form a part, Owner shall have the right to transfer the
security to the vendee or lessee and Owner shall there upon be released by
Tenant from all liability for the return of such security; and Tenant agrees to
look to the new Owner solely for the return of said security, and it is agreed
that the provisions hereof shall apply to every transfer or assignment made of
the security to a new Owner. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumber, attempted assignment or attempted encumbrance.

Estoppel Certificate

35. Tenant, at any time, and from time to time, upon at least 10 days'
prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates to which the rent and
additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and if so, specifying each such default.

Successors and Assigns:

36. The covenants, conditions and agreements contained in this lease shall
bind and inure to the benefit of Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.

* Throughout the Lease notices requiring 3 days will be increased to 5 days,
notices requiring 5 days will be increased to 10 days.

* Not responsible for existing or latent defects.

Lease continued on Rider to Lease attached hereto containing Paragraphs 37-.

<PAGE>

SEAGULL ASSOCIATES
PAUL SCHMERGEL & SONS
Witness for Owner:

............................................................
............................................... John P. Schmergel

............................................................[L.S.]
Witness for Tenant: COMPUFLIGHT, INC.

............................................................
..............................................

............................................................[L.S.]
Russell K. Thal, President

RIDER TO LEASE DATED ,March 31, 1994 BETWEEN SEAGULL ASSOCIATES AS OWNER, AND
COMPUFLIGHT, INC. AS TENANT, COVERING SPACE AT 99 SEAVIEW BOULEVARD, PORT
WASHINGTON, NEW YORK

37. In the event of a conflict between the terms of the printed portion of
this Lease, and the terms of this Rider, the terms of this Rider shall prevail.

38. A. Subject to the provisions of Paragraph 12, Owner will redistribute
or furnish to Tenant the electric energy which Tenant shall require for the use
of Tenant in the Premises on a so-called "rent inclusion" basis, and there
shall be no charge to Tenant therefor by way of measuring the same on any meter
or otherwise, the total charge for electric current being included in the Fixed
Rent set forth in the "WITNESSETH" paragraph of this Lease.

B. Tenant's use of electric current in the Premises shall not at any time
exceed the capacity of any of the electrical conductors and equipment in or
otherwise serving the Premises. Tenant shall not make or perform, or permit the
making or performing of, any alterations to wiring installations or other
electrical facilities in or serving the Premises or any additions to the
machines, equipment and other appliances in the Premises without the prior
written consent of Owner in each instance. Should Owner grant any such consent,
all additional risers or other equipment required therefor shall be installed
by Owner and the cost thereof shall be paid by Tenant, upon Owner's fifteen
(15) day notice, as additional rent. As a condition to granting any such
consent, Owner may require that Tenant shall agree to an increase in the annual
rent payable hereunder by an amount which will reflect the vague to Tenant of
the additional service to be furnished by Owner, that is, the potential
additional electric current to be made available to Tenant.

<PAGE>

39. Owner shall provide parking spaces in the Building's parking area for
the use of Tenant, at no additional charge to Tenant. Tenant shall be entitled
to ten (10) parking spaces provided by Owner for the Building's tenants, which
spaces may be used by Tenant and Tenant's employees and visitors, for the
parking of automobiles only, on a non-exclusive, "first come-first served"
basis with the other tenants of the Building and their employees and visitors.
The parking area, driveways, walkways and any other common areas shall be
unattended and subject to Rules and Regulations to be promulgated by Owner from
time to time. Use of the parking area shall be at the risk solely of the
individual vehicle owners and users, and Owner shall not be liable for death or
injury to persons in connection with any use of the parking area, nor for any
loss or damage, by theft, collision, casualty or otherwise, to any vehicle or
its contents unless solely due to Landlord negligence.

40. For the purpose of this Lease:

The term "lease year" shall mean the l2-month period commencing on the
first day of the term of this Lease, and each successive l2-month period
commencing on the anniversary of the first day of the term of this Lease,
except that the final lease year shall be the period, of whatever duration,
commencing on the last such anniversary prior to the expiration or earlier
termination of the term of this Lease and ending upon the date of such
expiration or termination.

41. A. For the purpose of this Article:

(1) The term "Taxes" shall mean the Town of North Hempstead General Tax
Levy, The Nassau County School Tax Levy and charges for sewer services;

(2) "Base Taxes" shall be the Taxes due and payable by the Owner for the
calendar year 1993 for General Tax and 1993/94 for School Tax.

(3) "Tax Year" shall mean each calendar year or part thereof during the
term of this Lease.

B. Except as hereinafter provided, if Taxes attributable to the Premises
for any Tax Year exceed Base Taxes, the annual rent payable under this Lease
shall be increased by an amount ("Tax Escalation") equal to the amount by which
the Taxes attributable to the Premises for such Tax year are greater than the
Base Tax.

C. After the expiration of each Tax Year, Owner shall submit to Tenant a
written statement (the "Tax Statement") setting forth (i) Taxes for such year,
and (ii) a computation of Tax Escalation for such Tax Year and Tenant shall pay
such Tax Escalation to Owner within ten (10) days after Owner submits such Tax
Statement. Thereafter, until the furnishing of the next Tax Statement, each
monthly installment of annual rent hereunder shall be increased by an amount
equal to one-twelfth (1/12th) of Tax Escalation for the preceding Tax year, as
an estimated monthly payment of Tax Escalation. Upon the furnishing by

<PAGE>

Owner of the next Tax Statement, the actual Tax Escalation shall be determined
for that Statement's Tax Year, and (a) any underpayments for said Tax year
shall be immediately payable by Tenant to Owner, and (b) any overpayments for
said Tax year shall be allowed as a credit to Tenant against the next rental
payment(s) due hereunder. Any delay by Owner in submitting a Tax Statement
shall not constitute a waiver by Owner of any of its rights under this Article.

If the last year hereunder shall be less than twelve (1) months, the
amount of Tenants obligation for Tax Escalation for such lease year shall be
appropriately prorated. Tenant's obligation to pay Tax Escalation for the last
(or any earlier) lease year hereunder, shall survive the expiration or earlier
termination of this Lease.

42. Intentionally omitted.

43. Intentionally omitted.

44. Owner reserves the privilege of stopping the service of heat, elevator
or other service systems at such times as may be necessary by reason of
accident, repairs, alterations or improvements desirable or necessary to be
made, until such time as said repairs, alterations or improvements shall have
been completed. Further, Owner shall not be liable for any failure to supply
heat, elevator, electric current or other service in the Building, due to
strikes, accidents or causes beyond the control of Owner.

45. Tenant agrees to carry, at the expense solely of Tenant, general
public liability insurance With a combined single limit of not less than
$2,000,000 per occurrence with respect to death, personal injury and property
damage. In the policies for all such insurance Owner shall be named jointly
With Tenant as the insured as its interest may appear. In the event that Tenant
elects to carry any other type or any further amount of public liability
insurance or insurance against risks in which Owner is directly concerned,
Tenant agrees that policies for any such insurance shall be written in the joint
names of Tenant and Owner so that Owner will be protected as its interest may
appear. In addition, Tenant agrees to indemnify and hold harmless Owner from any
and all claims, loss, liability, damage and expense (including without
limitation reasonable legal fees) that may arise by reason of this Lease or of
Tenant's occupancy or use of the Premises.

A certificate or a copy of the policies indicating the above mentioned
insurance coverage, together with proof of payment of all currently-due premiums
therefor, is to be delivered to Owner prior to the commencement of this Lease,
and same shall be kept current throughout the term hereof; in furtherance
thereof, Tenant shall deliver to Owner evidence of renewal of all such policies
(together with such proof of payment) at least fifteen (15) days prior to their
respective expiration dates. If Owner at any time determines that higher limits
of insurance coverage and/or other types of insurance are then being required
of their tenants by prudent Owners of buildings in the area similar to the
Building, Tenant shall promptly obtain such coverage, at the expense solely of
Tenant, upon the instructions of Owner, and such coverage shall otherwise
conform to the requirements of this Article.

<PAGE>

46. Owner shall have the same remedies against Tenant for any failure by
Tenant to make any required payment under this Lease as Owner has under this
Lease for any failure by Tenant to pay rent. All of the aforesaid required
payments shall be deemed to be additional rent hereunder.

47. The parties acknowledge that Schmergel Enterprises Corp. was the sole
broker involved in this Lease, and that any compensation of such broker in
connection herewith shall be made by Owner pursuant to a separate agreement
between Owner and such broker. Each of the parties indemnifies the other
against all claims, loss, liability and expense (including without limitation
reasonable legal fees) in connection with demands for brokerage commissions or
other compensation by any other broker, purported broker or salesperson with
whom the indemnitor has dealt.

48. If Tenant fails to make any payment (or portion thereof) hereunder by
its due date, and if such failure is not fully remedied within ten days after
such due date, interest shall accrue at a 18% per annum rate. Said late charge
shall be deemed additional rent. All such late charges for overdue amounts
shall be payable by Tenant, as soon as they accrue.

49. If Owner, by reason of the failure of Tenant to keep, observe, or
perform any one or more of the covenants, agreements or conditions in this
lease contained, pays any sum of money, or does any act which requires the
payment of money, or if Owner incurs any expense including reasonable
attorney's fees in instituting, prosecuting, or defending any action or
proceeding instituted by reason of any default of Tenant hereunder, then the
sum or sums so paid or required to be paid together with all interest, costs,
and damages shall be deemed to be and shall constitute additional rent
hereunder, and shall be collectible in the same manner and with the same
remedies as if they had been rents originally reserved herein, and shall be due
from and payable by Tenant to Owner on the first day of the month or fifteen
(15) days after notification following the incurring of such respective
expenses or payments.

50. Tenant shall from time to time, within ten days after Owner's request
therefor in each instance, execute, acknowledge and deliver to Owner a
certificate (a) identifying this Lease and any amendments or modifications
hereto, and (b) stating (i) whether or not Tenant has accepted possession of
the Premises, (ii) the amount of rent then payable hereunder, including the
types and amounts of all escalations included therein, (iii) the respective
dates through which rent and the various escalations have been paid, (iv) that
this Lease is in full force and effect and that this Lease is unmodified except
as may be noted under item (a) above, (v) that there exists no default (or
other fact which, with one or both of the passage of time or the giving of
notice' would constitute a default) under this Lease, or, if Tenant claims any
such defaults exist, specifying the nature and extent thereof, (vi) any claim by
Tenant concerning incomplete Owner work at the Premises, and (vii) such other
information as Owner may request. If

<PAGE>

Tenant fails to deliver any such certificate within the said ten days, any
purchaser, lender or other party interested in the information to be contained
therein shall be entitled to rely on a certificate given by Owner or Owner's
agent with respect to such information.

51. This Lease shall not be binding on Owner unless and until it is
executed and delivered by Owner.

52. A. The ground and underlying leases and mortgages referred to in
Article 7, to which this Lease is subject and subordinate, are hereinafter
sometimes called "superior leases" and "superior mortgages," respectively' and
the lessor of a superior lease or its successor in interest at the time
referred to is hereinafter sometimes called the "lessor" of such superior
lease. No pre-payment of more than one month's fixed rent shall be valid or
binding upon the holder of a superior mortgage or the lessor of a superior
lease unless expressly approved in writing by such holder or lessor or any of
its predecessors in interest.

B. In the event of any act or omission of Owner which would give Tenant
the right, immediately or after lapse of a period of time, to cancel or
terminate this Lease, or claim a partial or total eviction, Tenant shall not
exercise such right (1) until it has given written notice of such act or
omission to the holder of each superior mortgage and the lessor of each
superior lease whose name and address shall previously have been furnished to
Tenant in writing, and (2) unless such act or omission shall be one which is
not capable of being remedied by Owner or such mortgage holder or lessor within
a reasonable period of time, until a reasonable period for remedying such act
or omission shall have elapsed following the giving of such notice and
following the time when such holder or lessor shall have become entitled under
such superior mortgage or superior lease, as the case may be, to remedy the
same (which reasonable period shall in no event be less than the period to
which Owner would be entitled under this Lease or otherwise, after similar
notice, to effect such remedy) , provided such holder or lessor shall with due
diligence give Tenant written notice of intention to, and commence and
continue, to remedy such act or omission.

C. If the lessor of a superior lease or the holder of a superior mortgage
shall succeed to Owner's estate in the Building or the rights of Owner under
this Lease, whether through possession or foreclosure action or delivery of a
new lease or a deed or otherwise, then at the election of such party so
succeeding to Owner's rights wherein sometimes called "successor owner"),
Tenant shall attorn to and recognize such successor owner as Tenant's owner
under this Lease, and shall promptly execute and deliver any instrument that
such successor owner may reasonably request to evidence such attornment. Tenant
hereby irrevocably appoints such successor owner Tenant's attorney-in-fact to
execute and deliver such instrument for and on behalf of Tenant. Tenant hereby
waives any right Tenant may have under any present or future law to terminate
this Lease or surrender the Premises by reason of the institution of any
proceeding to terminate a superior lease or action to foreclose a superior
mortgage and this Lease shall not be affected by any such proceeding or action
unless and until the lessor of the

<PAGE>

superior lease, or holder of the superior mortgage, elects in such proceeding
or action to terminate this Lease.

D. If in connection with the procurement, continuation or renewal of any
financing for which the Land and/or the Building or the interest of the lessee
therein under a superior lease represents collateral in whole or in part, an
institutional lender shall request reasonable modifications of this Lease as a
condition of such financing, Tenant will not withhold its consent thereto
provided that such modifications do not increase the rents payable or
materially increase any of Tenant's other obligations under this Lease or
materially and adversely affect any rights of Tenant under this Lease.

53. Tenant shall look only to Owner's estate and interest in the Land and
the Building (or the proceeds thereof) for the satisfaction of Tenant's
remedies for the collection of any judgment (or other judicial process)
requiring the payment of money by Owner in the event of any default by Owner
under this Lease, and no other property or assets of Owner (or any of the
partners that comprise Owner) shall be subject to levy, execution, or other
enforcement procedure for the satisfaction of Tenant's remedies under or with
respect to this Lease, the relationship of owner and tenant hereunder or
Tenant's use and occupancy of the Premises.

54. Tenant acknowledges that Owner is not performing any work in the
Premises and Tenant warrants and represents that it has inspected the Premises
and accepts them as is.

55. Intentionally omitted.

56. Owner shall have the right at any time to name and change the name of
the Building and to change the designated address of the Building. The Building
may be named after any person, firm or otherwise, whether or not such name is,
or resembles, the name of a tenant of the Building.

57. A. At any time subsequent to the Owner's performance of the Initial
Installations, if Owner should consent to any changes proposed to be made by
Tenant ("Tenant's changes") at the Premises, such Tenant's Changes shall be
performed in compliance with all applicable requirements of insurance bodies
having jurisdiction, and in such manner as not to interfere with, delay or
impose any additional expense upon Owner in the construction, maintenance or
operation of the Building, and so as to maintain harmonious labor relations in
the Building. Tenant, at its expense, and with diligence and dispatch, shall
procure the cancellation or discharge of all notices of violation arising from
or otherwise connected with Tenant's Changes which shall be issued by the
municipal building department or any other public authority having or asserting
jurisdiction. Owner's consent may be conditioned upon Tenant furnishing to
Owner such security and insurance as Owner may require to protect Owner against
any loss or liability arising from Tenant's Changes.

<PAGE>

B. Tenant shall reimburse Owner, fifteen (15) days after, for its
reasonable out-of-pocket costs and expenses relating to its evaluation of
Tenant's request for consent to Tenant changes, including reasonable charges
for architectural, engineering, legal and administrative services incurred in
connection therewith.

C. Tenant shall make all repairs to the Premises and the fixtures and
appurtenances therein as may be required by reason of one or more of (1) the
making and existence of Tenant's changes in the Premises, (2) the use,
operation and/or movement of Tenant's property in and out of and within the
Premises, and (3) the misuse or neglect of Tenant or any of its employees,
agents, licenses, invitees or contractors.

58. Tenant shall (i) keep the Premises free of all hazardous substances
including, without limitation, all pollutants, dangerous substances, toxic
substances, hazardous wastes and hazardous substances as defined or set forth
in or pursuant to or covered by the Resource conservation and Recovery Act (42
U.S.C. Section 9601, et seq.) as amended ("RCRA") , the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. Section 6901,
et seq.) as amended ("CERCLA") , or any other federal, state or local
environmental law, ordinance, rule or regulation (collectively, the "Hazardous
Substances") , (ii) keep the Premises in full compliance with all other
provisions of federal, state and local environmental and health laws,
ordinances, rules or regulations including, without limitation, RCRA and CERCLA
(the "Environmental Law") , and (iii) pay all costs and expenses incurred in
connection with the removal of the Hazardous Substances from the Premises
and/or compliance with the Environmental Law. Tenant shall indemnify, defend
and hold Owner, its successors and assigns harmless from and against any and
all liability, reasonable cost and expense, including, without limitation,
attorneys fees and disbursements, which Owner may incur arising out of, caused
by, relating to or resulting from the presence of Hazardous Substances at the
Premises from and after the date of the Lease or Tenant's failure to comply
with its obligations hereunder including' without limitation, any and all
personal injury claims caused by or arising out of or with respect to the
presence of Hazardous Substances at the Premises. Notwithstanding anything
contained in the lease to the contrary, Tenant shall remain liable for the
performance of its obligations as set forth in this Article 58.

59. If a structural alteration or major mechanical alteration of the
Premises shall be required by law or public authority which Tenant is not
obligated to make pursuant to Article 6, Owner shall have the option of making
such alteration at its expense or terminating this Lease on at least thirty
days notice to Tenant to such effect. However, such notice of termination shall
become ineffective if, within fifteen days after receipt of such notice, Tenant
shall notify Owner that Tenant will make such alteration. Thereupon, Tenant
shall become obligated to and shall make such alteration at its expense and
with due diligence and speed as a Tenant's change.

60. A. A year-round variable volume air conditioning system capable of
maintaining an average temperature of 78 F (plus or minus 2 ) and an

<PAGE>

average relative humidity of 50% when outside conditions are 95 DB, 76 F WB,
shall be furnished and installed. Maintained temperatures shall be as above
unless otherwise required by law or governmental guideline. All heating will
be provided from perimeter baseboard radiation with the heat output controlled
by inside air temperature to maintain average inside air temperature conditions
of 70 F (plus or minus 2 F) when outside air temperature is 10 F or more. Said
temperatures subject to change as required by law or governmental guideline.
The proper performance of the heating, ventilating and air-conditioning (HVAC)
system serving the Premises is based upon a maximum density of one person per
140 net usable square feet, a maximum electric heat gain of 4 watts per net
usable square foot and a supply of 0.10 CFM of fresh air per net usable square
foot. Owner shall not be responsible for the proper performance of such HVAC
system if the Premises (or any room or area thereof) shall be subjected to a
greater population density or a greater heat gain than above specified, if the
partitioning in the Premises shall be rearranged in such manner as to interfere
with the normal operations of the HVAC system in the Premises, if the windows
and the public corridor entrance doors of the Premises shall not be kept
closed, or if the blinds shall not be lowered in windows of the Premises when
exposed to the sun. Owner shall have free and unrestricted access to all HVAC
equipment located in or accessible through the Premises. B. If Tenant shall
require HVAC service at any time other than between 8:00 A.M. and 6:00 P.M. on
a business day or between 9:00 A.M. and 1:00 P.M. on Saturday, Owner shall
furnish such service (herein called "after hours air-conditioning service")
upon reasonable advance notice from Tenant and Tenant shall pay Owner's then
established charges therefor on Owner's demand. Such charges shall not exceed
125% of Owner's actual cost of labor, utilities and supplies used in providing
such after hours air-conditioning service. If any of the other tenants of the
Building in the same air conditioning zone shall receive after hours air-
conditioning service, pursuant to Owner's obligation to provide the same to
them (whether for a similar charge or without separate charge) at the same time
as Tenant, only a portion of such labor and utilities costs as shall be
incurred for such common service, in the ratio of the rentable area of the
Premises and the premises of such other tenants so served, shall be included in
the costs upon which the charge to Tenant is based. Otherwise, no adjustment in
the charge to Tenant shall be made for other tenants' use of their premises
when after hours air-conditioning service is being provided to the Premises at
Tenant's request.

61. Tenant agrees not to look to the mortgagee, as mortgagee, mortgagee in
possession, or successor in title to the Building, for accountability for any
security deposit required by Owner hereunder, unless said sums have actually
been received by said mortgagee as security for Tenant's performance of this
Lease.

62. Intentionally omitted.

63. In the event the Tenant does not vacate the Premises upon the
expiration date of this Lease, or upon the expiration of any renewal option,
then in that event or events, the Tenant shall remain as month to month Tenant
at a monthly rental of 125% of the monthly annual and

<PAGE>

additional rent payable in the last month of the then current term. The
acceptance by the Owner of such rental after termination of this Lease shall
not be construed as consent of continued occupancy.

64. Tenant represents that on the date hereof Tenant (a) is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, (b) has the fully power and authority to enter into and
perform its obligations under this Lease and (c) has taken all actions and
obtained all consents and approvals required pursuant to Tenant's certificate
of Incorporation and by-laws in connection with this Lease. The execution and
delivery of this Lease and the consummation of the transactions contemplated
hereby will not violate or constitute a breach of or a default under any
agreement or instrument to which Tenant is a party or by which it is or may be
bound and such execution, delivery and consummation does not violate any law,
order or regulation of any governmental authority having jurisdiction over
Tenant.

65. Tenant shall not bring or permit to be brought or kept in or on the
Premises, any coin vending machines.

66. Owner shall furnish and install all lighting tubes, lamps, bulbs and
ballasts used in the Premises, and Tenant agrees to purchase same, from the
Owner, and shall pay Owner's reasonable charges therefor and the installation
thereof on demand, as additional rent.

67. Tenant, at Tenant's sole cost and expense, shall have the right to
install a sign with Tenant's name on the entrance door of the Tenant's
Premises. All signs are subject to Owner's approval, which approval shall not
be unreasonably withheld.

68. Tenant shall be entitled to two (2) listings on the Building's
directory. Owner shall install the initial listing, at Owner's cost, upon
request by Tenant.

69. Either Tenant or Owner may terminate the lease at any time after
October 31, 1994 upon giving thirty (30) days prior written notice (the
"Termination Notice") to the other party and upon the giving of the Termination
Notice by either party the term of this Lease shall automatically expire on the
last day of the month which succeeds the month in which the Termination Notice
was given. The Termination Notice, once given, shall be nonrevocable.

SEAGULL ASSOCIATES
PAUL SCHERGEL & SONS

John P. Schmergel

COMPUFLIGHT, INC.

Russell K. Thal
President

<PAGE>

FIRST AMENDMENT OF LEASE made this 7 day of October, 1994, between SEAGULL
ASSOCIATES, a partnership, with offices at 80 Davids Drive, Hauppauge, New York
11788 (hereinafter referred to as "Owner") and COMPUFLIGHT, INC., a corporation,
with offices at 99 Seaview Boulevard, Port Washington, New York 11050
(hereinafter referred to as "Tenant").

WHEREAS, the parties hereto are parties to a lease made as of the 31st day of
March, 1994, with reference to space on the third floor of the building known as
99 Seaview Boulevard, Port Washington, New York; and WHEREAS, the parties are
desirous of amending said lease.

NOW, THEREFORE, it is mutually agreed as follows:

1. The term of the lease shall expire on December 31, 1995 in place and
instead of April 30, 1997.

2. The rental as set forth on the first page of the lease shall be amended so
that for the period commencing January 1, 1995 and terminating December 31,
1995, the monthly rental shall be $4,000.00 in place and instead of the rental
as set forth in the lease.

3. Paragraph 69 of the lease is deleted in its entirety.

4. In all other respects the parties ratify and affirm the lease made as of
March 31, 1994.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment of
Lease under seals the day and year first above written.

SEAGULL ASSOCIATES

By:
-----------------------

COMPUFLIGHT, INC.

By:
-----------------------

SECOND AMENDMENT OF LEASE made as of this 22 day of November, 1995, between
SEAGULL ASSOCIATES, a partnership, with offices at 80 Davids Drive, Hauppauge,
NEW York 11788 (hereinafter referred to as "Owner") and COMPUFLIGHT, INC., a
corporation, having its principal place of business at 99 Seaview Boulevard,
Port Washington, New York 11050 (hereinafter referred to as "Tenant").

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to a Lease made as of the 31st day of
March, 1994, as amended the 7th day of October, 1994, with

<PAGE>

reference to space in the building known as 99 Seaview Boulevard, Port
Washington, New York; (the "Lease") and

WHEREAS, the parties are desirous of further amending the said Lease;

NOW, THEREFORE, it is mutually agreed as follows:

1. The term of the lease shall be extended for three (3) years commencing
January 1, 1996, and terminating December 31, 1998;

2. During the first year of the extended term the monthly rental shall be
$4,160.00; during the second year of the extended term the monthly rental shall
be $4,326.40; during the third year of the extended term the monthly rental
shall be $4,499.46;

3. Landlord, shall recarpet the Premises. Tenant shall be responsible for
moving all furniture with the assistance of Seagull's maintenance staff so as to
make the area accessible to recarpeting. Tenant agrees to pay to Landlord one
half the cost of the furnishing and installing said carpet.

4. In all other respects the parties ratify and affirm the Lease made as of the
31st day of March, 1994 as amended the 7th day of October, 1994.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment of
Lease under seal the day and year first above written.

SEAGULL ASSOCIATES

By:
-----------------------

COMPUFLIGHT, INC.

By:
-----------------------

<PAGE>
EXHIBIT 10(I) Lease dated June 5, 1991 between Vandor Realty Corporation and
Navtech Systems Support Inc. with respect to Waterloo, Ontario premises

01 . Premises and Use.
01 . (a) Term
01 . (b) Basic Rent.
02. Tenant's Covenants.
02. (a) To pay Rent.
02. (b) Proportionate Realty Taxes.
02. (c) Separate Assessment.
02: (d) Keep in Repair.
02. (e) Entry to Inspect.
02. (f) Surrender in Repair.
02. (g) To heat.
02. (h) Comply with Authorities.
02. (i) Proportionate Operation & Maintenance Cost.
02. (j) Not to suffer any Nuisance.
02. (k) Assignment by Tenant.
02. (l) Comply with Laws.
03. Further Covenants by Tenant.
03. (a) Proviso for Re-Entry.
03. (b) Insurance.
03. (c) Alterations.
03. (d) Not to remove Chattels.
03. (e) Entry to Repair.
03. (f) Leave in Repair.
03. (g) Signs.
03. (h) Cost of Leasehold Improvements.
03. (i) Notice of Accident.
03. (j) Landlord 's Right to show.
03. (k) LandIord not liable for Damage.
03. (l) Rules and Regulations.
03. (m) Not to suffer Waste or Overloading.
03. (n) Indemnify and save harmless.
03. (o) Loading and Unloading.
04. Quiet Enjoyment.
05. Expressly understood and agreed.
05. (a) Right of Distress.
05. (b) Landlord not liable for Injury.
05. (c) Default.
05. (d) Tenant's Right to remove Trade Fixtures.
05. (e) Waiver.
05. (f) Air Conditioning.
05. (g) Overholding.
05. (h) Exercise of Powers and Re-Entry.
05. (i) Net Lease.
05. (j) Landlord's Right to Assign.
05. (k) Postponement and Subordination.
05. (l) Prohibited Uses.
05. (m) Parking.
05. (n) Drapes on Windows.
05. (o) Overdue Interest.

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05. (p) Replacement of Glass and Plate Glass.
05. (q) No Liens.
05. (r) Damage or Destruction.
05. (s) Notices.
05. (t) Gender.
05. (v) All Sums payable Rent.
05. (w) Severability.
06. Right to Renew.

Schedule ''A''
Schedule ''B''
Rules and Regulations

THIS INDENTURE made the 5th day of June, A.D., 1991.
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

B E T W E E N :

VANDOR REALTY CORPORATION a corporation incorporated under the laws of the
Province of Ontario,

Hereinafter called ''LANDLORD'', of the first part,

- and -

NAVTECH SYSTEMS SUPPORT INC.

Hereinafter called ''TENANT'', of the second part,

01. WITNESSETH that in consideration of the rents, covenants, rules and
agreements hereinafter reserved and contained on the part of the Tenant, to be
respectively paid, observed and performed, the Landlord doth demise and lease
unto the Tenant for use and occupation the premises to be used only for office,
training, software development and related uses, all that messuage or tenement
situate, lying and being in a building municipally known as 550 Parkside Drive,
in the City of Waterloo, Province of Ontario, being approximately 4,233 square
feet, shown outlined in red on sketch attached hereto as Schedule ''A'',
(hereinafter referred to as the ''Premises'') of the building erected on the
lands and premises which are more particularly described in Schedule ''B'',
attached hereto.

01.(a) TO HAVE AND TO HOLD the said demised Premises for and during the term
of five year and six months, to be computed from the 15th day of June, 1991 ,
and from thenceforth next ensuring and fully to be completed and ended on the
14th day of December, 1996. 01.(b) YIELDING AND PAYlNG therefore yearly and
every year during the said term the following sums to be payable as basic rent
as follows, that is to say: (a) The sum of 0 dollars for the period 15th June,
1991 to 14th December, 1991 , (b) The sum of sixty three thousand four hundred
ninetyfive dollars ($63,495.00) for the period 15th December, 1991 to 14th
June, 1994, payable monthly two thousand one hundred sixteen dollars and fifty
cents ($2,116.350) in advance of the first day of each and every month, (c) The
sum of sixty nine thousand eight hundred

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fortyfour dollars and fifty cents ($69,844.50) for the period 15th June, 1994,
to 14th December, 1996, payable monthly two thousand three hundred twenty eight
dollars and fifteen cents ($2,328.15) in advance of the first day of each and
every month, and the last payment to become due and be paid in advance one
month before the expiration of this lease. NOTWITHSTANDING anything herein
contained, the rent shall commence from the date on which the demised Premises
shall be ready for occupation by the Tenant, whether it shall be before or
after the 15th day of June, 1991' the first payment of rent to be adjusted to
cover any fraction of a month as may be required. The Landlord acknowledges
that it has received the sum of four thousand seven hundred fifty-five dollars
and seventy eight cents ($4,755.78) to be applied against rent due under this
agreement for the seventh and last months rent.

02. The Tenant covenants with the Landlord as follows:

02.(a) To pay rent.

02.(b) Tenant will, as additional rent, in each and every year during the said
term, pay and discharge in the proportion that the building area demised herein
bears to the total leasable building area, of buildings erected on the lands
described in Schedule ''B'', all taxes (including local improvement rates) ,
rates, duties and assessments that may be levied, rated, charged or assessed
against the said lands and buildings in which the demised Premises are situated
together with all tax rates, duties and assessments and other charges that may
be levied, rated, charged or assessed against improvements, equipment and
facilities on the Premises and, without limiting the generality of the
foregoing, every other tax, charge, rate, assessment or payment which may
become a charge or encumbrance upon or levied or collected upon or in respect
of the demised Premises or any part thereof, whether charged by any municipal,
parliamentary or other body during the term hereby demised. The Landlord will
at the commencement of this lease and thereafter at the commencement of each
tax year, estimate the taxes (including local improvements) rates, duties and
assessments levied against the said lands and buildings for the next ensuing
year and the Tenant agrees to pay one-twelfth ( 1/12th) of the amount to be
paid by him pursuant to the terms hereof in accordance with such estimate at
the times at which rent is payable hereunder. When final tax assessments in any
year have been received the Landlord and Tenant will adjust such taxes in
accordance with such final tax assessment. Tenant shall pay as the same become
due respectively, all charges for public utilities, including water, gas,
electrical power or energy, steam or hot water used upon or in respect of the
demised Premises and for fittings, machines, apparatus, meters, or other things
leased in respect thereof, and for all work or services performed by any
corporation or commission in connection with such public utilities. Tenant
shall have the right to contest by appropriate legal proceedings the validity
of any tax, rate, including local improvement rates, assessment or other
charges referred to in this paragraph.

02.(c) In case the demised Premises is assessed during the term in whole or in
part in support of Separate Schools or on account of the improvements,
equipment or facilities on the Premises by reason of the tenancy of occupancy
thereof by the Tenant or by any person or

<PAGE>

corporation claiming under it, to pay to the Landlord, as additional rent, the
amount by which the taxes levied upon such assessment exceed the Public School
taxes or the realty taxes which would otherwise have been payable, and the said
taxes may be paid by the Landlord and such excess thereof in respect to the
demised Premises shall be forthwith payable by the Tenant to the Landlord.

02.(d) Tenant, at its own expense, shall maintain and keep the demised
Premises, including washrooms, and every part thereof in good order and
condition and promptly make all needed repairs and replacements (reasonable
wear and tear and damage by fire, lightning and tempest only excepted), and
without limiting the foregoing, Tenant shall keep the demised Premises well
painted, clean and in such condition as a careful owner would do.3

02.(e) That it shall be lawful for the Landlord and its agents, at all
reasonable times during the said term, to enter the demised Premises to inspect
the condition thereof. Where an inspection reveals repairs and necessary,
Landlord shall give Tenant notice in writing, and thereupon Tenant will, within
such time as is reasonable in the circumstances as determined by the Landlord
andin any event within three (3) calendar months from the date of delivery of
the notice, make the necessary repairs in a good and worlkmanlike manner;
provided that the Landlord may at its option make such repairs itself at the
expense of the Tenant, and in any and every case the Tenant covenants with the
Landlord to pay to the Landlord with the instalment of rent which shall next
fall due all sums which the Landlord shall have expended in making such
repairs, and shall not have previously received from the Tenant; provided
further that the making of any repairs by the Landlord shall not relieve the
Tenant from the obligation to repair and leave the premises in good repair.

02.(f) And further, that the Tenant will, at the expiration or sooner
determination of the said term, peaceably surrender and yield up unto the
Landlord the said Premises hereby demised with the appurtenances, erections
which at any time during the said term shall be made therein or thereon in good
and substantial repair and condition, reasonable wear and tear and damage by
fire, lightning and tempest only excepted.

02.(g) To heat the said Premises in a reasonable manner at its own expense,
from heating equipment supplied by the Landlord, and to maintain and keep in
good repair the said heating equipment and to make any necessary replacement of
said heating equipment.

02.(h) That it will promptly comply with all requirements of the local Board of
Health, Police, Fire Department and insurance or fire underwriters and all
other authorities having jurisdiction over the demised Premises respecting the
manner in which it uses or maintains the said premises.

02.(i) The Tenant shall pay to the Landlord as additional rent its
proportionate share of the general operation and maintenance costs of the lands
and building of which the Premises form a part during the term of this lease.
For the purposes of this lease general operation

<PAGE>

and maintenance costs means all costs, charges and expenses incurred, approved,
or attributed by the Landlord to operate, service, maintain, clean, supervise,
police, replace and repair, and keep in good order and safe condition the lands
and the buildings of which the demised premises form a part, including, without
limiting the generality of the foregoing, all costs arising from the
maintenance of all areas, facilities and installations used in common with
other tenants, all exterior maintenance, landscaping, snow and ice removal,
costs of all utilities not paid separately by the Tenant pursuant to the
provisions hereof, janitorial services provided or arranged by the Landlord,
and the reasonable management and administrative service costs and fees
incurred or invoiced by the Landlord in connection with the general operation
and maintenance of the lands and buildings, but excluding those items or costs
pertaining to the Landlord's income taxes, payments on account of any financing
respecting the lands, leasing commissions, and repairs of a capital nature so
categorized in accordance with generally accepted accounting principles. The
expression ''all areas, facilities and installations used in common with other
tenants'' as used in this lease shall include, without limiting the generality
of the foregoing, the parking areas, roads, pedestrian sidewalks and ways,
landscaped areas, exterior ramps and stairways and exterior common signs and
lighting. Landlord will at the commencement of this lease and thereafter as
soon as practical after the commencement of each financial year, estimate the
Tenant's proportionate share of the cost of maintaining and operating the
common areas and the Tenant agrees to pay one-twelfth ( 1/12th) of the amount
in accordance with such estimates at the times at which rent is payable
hereunder. Such charge may be adjusted from time to time during the term of
this lease by the Landlord giving notice in writing to the Tenant. The Tenant's
proportionate share shall be in proportion that the demised area of the
Premises bears to the total leasable area of the buildings erected on the lands
described in Schedule''B'' attached hereto. Within one hundred and twenty days
(120) days after the end of each financial year the Landlord shall furnish to
the Tenant a statement of the Landlord 's actual general operation and
maintenance costs during such financial year showing in reasonable detail the
information relevant and necessary to the calculation and determination of
these amounts and the amounts thereof payable by the Tenant in accordance with
this Clause 2(i) . Appropriate adjustments with respect to the Tenant's share
of the general operation and maintenance costs shall be made between the
parties, if necessary, within fourteen (14) days after receipt of such
statement by the Tenant. The Tenant may, during the six (6) months immediately
following the end of any financial year, at its sole expense, inspect, subject
to the inspection being reasonable in all the circumstances, any record kept or
held by the Landlord of the costs or expenses claimed by the Landlord under
this Clause 2(i) for such period and the Landlord agrees to make its said
records available accordingly to the Tenant, PROVIDED ALWAYS that such right
of inspection and any right of the Tenant to question the amount or allocation
of the general operation and maintenance costs for any financial year shall
cease and determine upon the expiration of the aforesaid six (6) months
following the end of such financial year.

<PAGE>

For the purposes of this clause ''financial year'' means a twelve ( 12) month
period from time to time determined by the Landlord with concurrence of the
Department of Revenue, Canada Taxation, at the termination of which period the
Landlord's books are balanced for auditing and/or taxation purposes.

02.(j) The Tenant covenants not to carry on or suffer or permit to be carried
on any business or occupation that shall be deemed a nuisance or which shall be
offensive or any annoyance to the Landlord to ary of its tenants occupying the
building or which shall be in violation of any present or future environmental
legislation and not to commit or suffer or permit to be committed any kind of
nuisance or offensive acts and not allow any refuse, garbage or objectionable
material to accumulate in or about the building, yards or passages of the said
premises, and will at all times keep the demised premises in clean and
wholesome condition, and provide and be responsible for all janitorial services
to the demised premises.

02.(k) And the Tenant further covenants with the Landlord that notwithstanding
anything contained in the Landlord and Tenant Act and amendments thereto, the
Tenant will not assign or sublet, or in any other way part with possession of
all or part of the Premises without prior written consent of the Landlord, and
that the Landlord in its sole and uncontrolled discretion shall be entitled to
refuse such consent, acting reasonably, and the Tenant hereby waives and
renources the benefit of any present or future statute containing provision or
provisions to the contrary. If the Tenant is a corporation any transfer or
distribution of shares in any manner whatsoever which has the result of
changing the identity of the persons controlling the tenant corporation shall
be considered to be an assignment of the lease and subject to the Landlord's
prior consent in the aforesaid manner.

02.(l) That the Tenant will during the currency of these presents fully comply
with all laws, regulations and bylaws whether by Federal, Provincial, Municipal
or other authority applicable to the demised Premises.

03. The Tenant further covenants with the Landlord as follows:

03.(a) Proviso for re-entry by the said Landlord on non-payment of rent or
non-performance of covenants.

03.(b) That the tenant will pay in the proportion that the area of the
Premises bears to the total leasable building area, as additional rent all
premiums with respect to insurance against loss or damage by fire on the
buildings, improvements and equipment on, in or appurtenant to the demised
Premises, to be placed by the Landlord in accordance with the Landlord's
standard insurance requirements and in any amount sufficient to prevent
Landlord and Tenant from becoming co-insurers under provisions of applicable
policies of insurance, but in any event in an amount not less than one hundred
per cent (100%) of the replacement value thereof. All insurance coverage to be
placed by the Landlord under this paragraph shall exclude the exercise of any
claim of the insurers against the Tenant by subrogation, or shall name both

<PAGE>

Landlord and Tenant as insureds, as their interests may appear. Such insurance
policy shall contain all standard extended and supplemental coverage clauses of
such insurance company which are applicable to the demised premises.

Tenant will pay as additional rent the amount of such increases in insurance
premiums of the whole building of which the demised Premises are a part, if
such increase is caused by the Tenant,s operations in or use of the demised
premises.

The Tenant covenants that nothing will be done or omitted to be done whereby
any policy of insurance shall be cancelled or the premises rendered
uninsurable. And the Tenant will provide the Landlord with a Certificate of
Liability Insurance covering Tenant and Landlord which shall contain a ''cross
liability'' or ''severability of interests'' clause so that the Landlord and
the Tenant shall be insured in the same manner and to the same extent as if
individual policies had been issued to eaclh in respect of the demised Premises
and its operations therein to the extent of not less than ONE MILLION DOLLARS
($1,000,000.00) inclusive of all injuries or death to persons and damage to
property of others arising from any one occurrence.

03.(c) Before making any change or alteration to the Premises the Tenant shall
obtain the approval of the Landlord in writing to the plans and specifications
of such intended alteration and will make the alteration in such manner as the
Landlord shall direct. At the termination of this lease, all alterations,
additions and improvements except fixtures, machinery and equipment used by the
Tenant in its business, which were put in at the expense of the Tenant, shall
be the property of the Landlord and shall remain upon and be surrendered with
the Premises as part thereof, subject to any exceptions authorized by the
Landlord, and in such removal by the Tenant of its fixtures, machinery and
equipment the Tenant shall do no damage to the said Premises or shall make good
any damage which may be occasioned thereto.

03.(d) That the Tenant will not remove any goods or chattels of any kind from
the Premises until all rent due or to be come due under this lease during the
term herein provided for all rates or charges which the Tenant may incur in
connection with the Premises for electric or other public services are fully
paid, and should the Tenant remove its goods and chattels from the demised
Premises without full payment having been made, all such rent, rates and
charges shall immediately become due and payable and the Landlord may follow
the goods and chattels for thirty days in the same manner as is provided for in
the Act respecting fraudulent and clandestine removal of goods.

03.(e) To allow the Landlord, its servants, workmen or agents to enter into and
upon the demised Premises or any part thereof at any reasonable time for the
purpose of examining the Premises or for the purpose of making such repairs or
alterations in or to the said Premises and the Landlord 's equipment as the
Landlord may see fit to make and also for the purpose of repairing any
adjoining or contiguous premises.

<PAGE>

03.(f) And that the Tenant will leave the Premises in good repair, reasonable
wear and tear and damage by fire, lightning and tempest only excepted.

03.(g) That the Tenant shall not erect any signs or plaques advertising its
business without the written approval of the Landlord, and that any signs or
plaques so erected by the Tenant shall comply with all municipal by-laws and
regulations.

03.(h) That the Tenant shall pay the cost of its leasehold improvements and,
without restricting the generality of the foregoing to and including all
alterations, changes in sprinkkler system, wiring, electrical fixtures,
alterations or changes in heating system to the demised premises, gas
installations, plumbing and washroom facilities and installations.

03.(i) To give to the Landlord prompt written notice of any accident to or
defect in the water pipes or other wires, or any defect known to the Tenant
affecting the heating apparatus.

03.(j) The said Tenant covenants with the said Landlord to permit the said
Landlord during the last three (3) months of the currency of this lease, to
allow such person or persons as it may be desirous of leasing the Premises at
the expiration of this lease to visit and inspect the same at all reasonable
times.

03.(k) The Landlord shall not be liable for any damage to any property at any
time in such premises or building from water works, steam, water, rain or snow
which may leak into, issue of flow from any part of the said building of which
the Premises hereby leased are a part, or from the water, steam or drainage
pipes or plumbing works of the same or from any other place or quarter of for
any damage caused by or attributable to the condition or arrangement of any
electric or other wiring.

03.(l) That the rules and regulations in regard to the said building attached
to this lease, and all future rules and regulations (if any) if which the
Tenant shall be notified, shall, during the term hereby demised, be in all
respects observed and performed by the Tenant, and by its employees, and shall
be deemed incorporated in and form part of these presents.

03.(m) Not to do or suffer any waste or damage, disfiguration or injury to the
Premises or the fixtures and equipment therein or permit or suffer any
overloading of the floors thereof; and not to use or permit the use of any part
of the Premises for any dangerous, noxious or offensive trade or business and
not to cause or maintain any nuisance on the premises.

03.(n) To indemnify and save harmless the Landlord against and from any and
all claims by or on behalf of any person or persons, firm or firms, corporation
or corporations or any government agency arising from the conduct of any work
by or through any act of negligence of the Tenant or any assignee, subtenant,
agent, contactor, servant, employee or

<PAGE>

licensee of the Tenant, and against and from all costs, counsel fees, expenses
and liabilities incurred in or about any such claim or action or proceeding
brought thereon, including any costs, suits, claims or actions brought as a
result of the nonobservance of any present or future environmental legislation
on the part of the Tenant or of those for whom the Tenant is responsible
hereunder. Such indemnification shall survive the term of this Lease or any
extensions thereof.

03.(o) That all loading and unloading of merchandise, supplies, materials,
garbage and other chattels shall be effected only through or by means of such
doorways or corridors as the Landlord shall designate.

04. Subject to the proviso for re-entry by the Landlord on non-payment of rent
or on non-performance of covenants the Landlord covenants with the Tenant for
quiet enjoyment.

05. IT IS EXPRESSLY understood and agreed between the Landlord and the Tenant
as follows:

05.(a) That the Tenant waives and renounces the benefit of any present or
future act of the Legislature of Ontario taking away or limiting the Landlord
's right of distress, and agrees with the Landlord that, notwithstanding any
such Act, the Landlord may seize upon and sell all the Tenant's goods and
chattels for payment of rent and costs as it might have done if such Act had
not been passed.

05.(b) The Landlord shall not in any event whatsoever be liable for or
responsible in any way for any injury or death to any person. The Landlord
shall not be responsible in any way for injury to any person or for any loss of
or damage to any property belonging to the Tenant or to the employees,
invitees or licensees of the Tenant while such person or property is in or
about the building of which the demised Premises forms a part of any truckways,
platforms or corridors in connection therewith, including (without limiting the
foregoing) any loss of or damage of any such property caused by theft or
breakage, or by steam, water, rain or snow which may leak into, issue or flow
from any part of the said building or any adjacent or neighbouring lands or
premises or from the water, steam or drainage pipes or plumbing works of the
same or from any other place or quarter or for any loss or damage caused by or
attributable to the condition or arrangement of any electrical or other wiring
or for any damage caused by anything done or omitted to be done by any other
tenant of the said building or for any other loss whatsoever of the Tenant with
respect to the demised Premises and/or the business of the Tenant carried on
therein. The Tenant covenants to indemnify the Landlord against and from all
loss, costs, claims or demands in respect of any injuries, loss or damage
referred to in this paragraph.

05.(c) That if and whenever the rent hereby reserved shall not be paid on the
day appointed for the payment thereof, or any part thereof shall be unpaid for
five (5) days after any of the days on which the rent ought to have been paid,
although no formal de m and shall have been

<PAGE>

made therefor, or in any case of non-payment of any other sums which the
Tenant under any provision hereof has agreed to pay, or in case the term hereby
granted shall be taken in execution or in case the Tenant shall become
insolvent or bankrupt or make an assignment for the benefit of its creditors or
if the Tenant shall do any act within said building or elsewhere which shall
discredit the building or shall not observe, perform and keep all and each of
the covenants, provisions, stipulations and conditions, rules and regulations
herein contained, to be observed and performed and kept by the Tenant, of
which breach the judgment of the Landlord in respect of the same shall be
conclusive and binding on the Tenant, or if the Tenant attempts to move its
furniture or other belongings out of the building or buildings, of if the
Tenant vacates or abandons the Premises the full amount of the current month's
rent and the next three month's rent shall immediately become due and payable,
and the Landlord may immediately distrain for the same together with any
arrears then unpaid, and the said term shall immediately, at the option of the
Landlord, become forfeited and determined, and the Landlord may, without notice
or any form of legal process, forthwith enter upon and retake possession of the
said lands and Premises and remove the Tenant's effects therefrom, any statue
or law to the contrary notwithstanding.

05.(d) The Tenant reserves all its rights, title and interest in and to its
trade fixtures, machinery and equipment and the Landlord hereby waives all its
rights, title and interest in and to the trade fixtures, machinery and
equipment at the expiration of this lease and agrees that the Tenant may remove
its said fixtures, machinery and equipment, provided such removal may be and is
done without injury to the said Premises and that there are no arrears of rent
owing hereunder. Provided, however, that at the expiration of this lease all
alterations, improvements and additions made on the Premises by the Tenant at
its own expense, shall at the option of the Landlord, be left on the Premises
and become the property of the Landlord. Provided further that the Tenant shall
not remove or carry away from the said Premises in the building any plumbing,
heating or ventilating plant or equipment or other building services.

05.(e) A waiver of the breach of any covenant, condition or proviso herein
shall not be taken as a waiver of any further breach of the same covenant,
condition or proviso.

05.(f) It is expressly understood and agreed between the Landlord and Tenant
that there is no air conditioning provided for the demised Premises unless such
equipment was present in the Premises at the commencement of the Lease or was
installed as a leasehold improvement by special agreement between the Landlord
and the Tenant.

05.(g) That if the Tenant shall continue to occupy the demised Premises after
the expiration of this lease, with or without the consent of the Landlord, and
without any further written agreement, the Tenant shall be a monthly Tenant at
a monthly rental herein reserved and otherwise on the terms and conditions
herein set forth, except as to the length of tenancy.

<PAGE>

05.(h) The above powers may be exercised whether legal demand for the rent has
been made or not. Provided that notwithstanding anything hereinbefore
contained, the LandIord 's right of re-entry hereunder for non-payment of rent,
non-performance of covenants, seizure or forfeiture of the said term shall
become exercisable immediately upon such default being made. Provided further
that upon such re-entry by the Landlord under the terms of this paragraph or
any other provision or provisions of this lease, the Landlord may in addition
to any other remedies to which the Landlord may be entitled, at its option, at
any time and from time to time re-let the demised Premises or any part or
parts thereof for the account of the Tenant or otherwise and receive and
collect the rents therefor, applying the same first to the payments of such
expenses as the Landlord may have incurred in recovering possession of the
demised Premises including the legal expenses and solicitor's fees and for
putting the same into good order or condition or preparing or altering the same
for re-rental and all other expense, commissions and charges paid, assumed or
incurred by the Landlord in or about reletting the Premises and then to the
fulfilment of the covenants of the Tenant hereunder. Any such re-letting herein
provided for may be for the remainder of the term as originally granted or for
a longer or shorter period. In any case and whether or not the demised Premises
or any part thereof be re-let, the Tenant shall pay to the Landlord the rental
hereby reserved and all other sums required to be paid by the Tenant up to the
time of the termination of this lease or of recovery of possession of the
demised Premises by the Landlord, as the case may be, and thereafter, the
Tenant covenants and agrees, if required by the Landlord, to pay to the
Landlord until the end of the term of this lease the equivalent of the amount
of all the rentals hereby reserved and all other sums required to be paid by
the Tenant hereunder, less the net avails of re-letting, if any, the same shall
be due and payable by the Tenant to the Landlord on the days herein provided
for rental, that is to say, upon each of the days herein provided for payment
of rental, the Tenant shall pay to the Landlord the amount of the deficiency
then existing.

05.(i) It is the intention of this lease that the said rentals herein provided
to be paid shall be net to the Landlord and clear of all taxes (except
Landlord's income taxes) cost and charges arising from or relating to the
demised Premises and that Tenant shall pay all charges, impositions, expenses
of every nature and kind relating to the demised Premises and Tenant covenants
with the Landlord accordingly.

05.(j) Landlord declares that it may assign its rights under this lease to a
Lending Institution as collateral security for a loan to Landlord and in the
event that such an assignment is given and executed by Landlord, and
notification thereof is given to Tenant by or on behalf of Landlord, it is
expressly agreed between Landlord and Tenant that this lease shall not be
cancelled or modified for any reason whatsoever except as provided for,
anticipated or permitted by the terms of this lease or by law, without the
consent in writing of such Lending Institution.

05.(k) The Tenant shall attorn to any mortgagee or chargee of the lands and
shall postpone and subordinate the lease to any mortgagee or

<PAGE>

chargee of same, and shall furnish any mortgagee or chargee with a certificate
as to the status of the lease from time to time.

05.(l) It is understood and agreed that the Tenant shall not use the said
Premises for any of the following purposes: Cement manufacturing, stone
crushing, explosive manufacturing, glue factory, rendering plant, or abattoir
or any other operation or undertaking comparably noxious, obnoxious or dust
producing.

05.(m) The LandIord shall provide to the Tenant automobile parking space during
normal business hours only on the parking area located outside the building, as
designated by the Landlord, or any other space or area as designated by the
Landlord from time to time, and that the Tenant shall comply with such
reasonable regulations with respect to parking as shall from time to time be
set out, and notified to the Tenant by the Landlord.

05.(n) It is further understood and agreed between the parties hereto that the
Tenant shall drape, in accordance with the Landlord 's specifications, all
windows of the Premises, and shall comply with such reasonable regulations with
respect to the draping of the windows as shall from time to time be set out and
notified to the Tenant by the Landlord.

05.(o) The Tenant shall pay as additional rent interest on any overdue charges
or amounts owing as provided by the terms of the lease at the rate of two
percentum (2%) per month to date of payment.

05.(p) The Tenant shall be responsible for the maintenance and replacement of
all glass windows of the Premises without restricting the generality of the
foregoing, including all plate glass windows.

05.(q) The Tenant covenants with the Landlord that it shall promptly pay all
charges incurred by it for any work, materials or services that may be done,
supplied or performed in respect to the Premises and shall forthwith discharge
any lien at any time filed against and keep the lands and premises of which the
leased Premises form a part, free from liens and in the event that the Tenant
fails to do so, the Landlord may but shall be under no obligation to pay into
court the amount required to obtain a discharge of any such lien in the name of
the Tenant and any amount so paid together with disbursements and costs in
respect of such proceedings on a solicitor and client basis, shall be forthwith
due and payable by the Tenant to the Landlord as additional rent.

05.(r) If and whenever during the Term of this Lease the Premises or the
building in which the Premises is situate (the''Building'') is destroyed or
damaged (either partially or totally) by any cause whatsoever, the Tenant shall
give the Landlord written notice within two (2) days after Tenant becomes aware
of such event and then the Landlord shall, within 15 days after such damage or
destruction, reach a decision as to how much time will reasonably be required
to repair such damage and destruction and restore the Building. Provided that
if the damage or destruction is such that, in the opinion of the Landlord
acting reasonably, the Building or any part thereof cannot be restored

<PAGE>

with reasonable diligence within 60 days of the happening of such event' then
this Lease shall at the sole option of the Landlord terminate.

05.(s) Any notice given in connection with this Lease shall be given in writing
mailed by prepaid registered mail addressed to the parties at the following
addresses, or such other addresses as the parties may designate by notice in
writing given in accordance with this paragraph. Any notice so given shall be
considered to have been received three (3) business days following mailing of
same by prepaid registered mail.

THE LANDLORD: CCF PROPERTY MANAGEMENT
121 Richmond St. West, Ste. 1103
Toronto, Ontario.
M5H 2K1

THE TENANT: NAVTECH SYSTEMS SUPPORT lNC
550 Parkside Drive, Unit A1
Waterloo, Ontario
N2L 5V4

05.(t) Words importing the singular number only shall include the plural and
vice versa, and words importing the masculine gender shall include the feminine
gender and words importing persons shall include firms and corporations and
vice versa.

05.(v) Any and all sums of money payable to the Landlord shall constitute rent
or additional rent.

05.(w) All of the provisions of this Lease are to be construed as covenants
and agreements. If any provision of this Lease is illegal or unenforceable it
shall be considered separate and severable from the remaining provisions of
this Lease, which shall remain in force and be finding as though the said
provision had never been included.

06. PROVIDED that the Tenant has duly performed each and every of its
covenants herein contained, the Tenant shall have the right to renew this Lease
for a further term of five years from the expiration of the term hereof, by
notice in writing to the Landlord given no less than four (4) months and no
more than six (6) months prior to the date of expiration hereof, upon the same
terms and conditions except for the rent which shall be based upon the fair
market base rent for comparable premises in the immediate geographic area.

THIS INDENTURE and everything herein contained shall extend to and bind and
enure to the benefit of the respective heirs, executors, administrators,
successors and assigns (as the case may be) and each and every of the parties
hereto, subject to the consent of the Landlord being obtained as hereinbefore
provided to any assignment of sublease by Tenant, and where there is more than
one Landlord or Tenant or where the Landlord or Tenant is a male, female or a
corporation, the provisions herein shall be read with all grammatical changes
thereby rendered necessary. All covenants being contained shall be deemed joint

<PAGE>

and several and all rights and powers reserved to the Landlord may be exercised
by either Landlord or its agents or representatives.

SCHEDULE "B"
(Weber-Parkside Business Centre, 550 Parkside Drive, Waterloo)

ALL AND SINGULAR that certain parcel or tract of land and premises, situate,
lying and being in the City of Waterloo, in the Regional Municipality of
Waterloo (formerly in the County of Waterloo) and in the Province of Ontario,
being composed of Lot Number 11, in the German Company Tract, in the said City
of Waterloo, and designated as Parts 2, 3, 4, and 5, on Plan 58R-2338 and Parts
1 and 2, on Plan 58R-2428;
SUBJECT to an easment in favour of the City of Waterloo, as described in
instrument No. 508167, and being composed of Part of Lot Number 11, in the
German Company Tract, in the said City of Waterloo, and designated as Parts 1, 2
and 3, on Plan 58R-2338;
SUBJECT to an easment in favour of the City of Waterloo, as described in
instrument No. 641189, and being composed of Part of Lot Number 11, in the
German Company Tract, in the said City of Waterloo, and designated as Parts 1, 2
and 3, on Plan 58R-2338;
SUBJECT to an Agreement in favour of the City of Waterloo, as described in
instrument No. 625067, and being composed of part of Lot 11, in the German
Company Tract, in the said City of Waterloo, and designated as Parts 2, 3, 4 and
5, on Plan 58R-785, and Parts 1, 2, 2, 4 and 5, on Plan 58R-2338.

RULES AND REGULATIONS

(1) The sidewalks, entrances and common areas shall `not be obstructed by any
Tenant or used by any Tenant for any other purpose than for ingress and egress
to and from its respective premises and no Tenant shall place or allow any
wastepaper, dust, garbage, refuse, or anything whatever that shall tend to make
then appear unclean or untidy, except sidewalk sales.

(2) No Tenant shall bring or keep anything in the demised premises which will in
any way increase the rate of fire insurance on the building, or on property kept
therein, or do or permit anything to be done which will conflict with the laws
relating to fires, or with the regulations of the fire department, or with any
insurance policy upon the building, or any part thereof, or which will conflict
with any of the rules or ordinances of the Board of Health or with any statute
or any municipal by-law.

(3) The Landlord hsll have the right to enter any of the demised premises at
reasonable hours during the day to examine the same or to make such repairs and
alterations as it shall deem necessary for the safety and preservation of the
building, and also exhibit the demised premises to be let, and put upon them the
usual notice "For Rent", during the three months previous to the expiration of
the lease of the demised premises.

(4) No animals shall be kept in or about the demised premises.

<PAGE>

(5) If the Tenant desires telegraph or telephone, call Bell or other private
signal connections, the Landlord reserves the right to direct the electricians
or workmen as to where and how the wires are to be introduced, and without such
directions, no boring or cutting of wires shall take place. No other wires of
any kind shall be introduced without the consent of the Landlord.

(6) No one shall use the demised premises for sleeping apartments or residential
purposes.

(7) The Tenant shall give the Landlord prompt written notice of any accident or
any defect in the water pipes, heating apparatus, telephone or electrical light,
or other wires in any part of the building.

(8) Any alterations, additions or changes made during the currency of this
lease, shall, if made at the request of the Tenant, be done at the expense of
the Tenant, and shall be subject to the approval and direction of the Landlord.

(9) The Landlord shall not be liable for any damage to any property at any time
on the demised premises, nor for the theft of any property not shall it be
liable for any escape or leakage of smoke, gas, water, rain or snow, howsoever
caused, nor for any accident to the property of the said Tenant.

(10) No outside storage shall be permitted without the written consent of the
Landlord, with the exception of waste containers which will be standardized for
all tenants with the usage individually invoiced to tenants.

(11) The Landlord shall provide to the Tenant automobile parking space during
normal business hours only on the parking area located outside the building, as
designated by the Landlord, or any other space or area as designated by the
Landlord from time to time, and that the Tenant shall comply with such
reasonable regulations with respect to parking as shall from time to time be set
out, and notified to the Tenant by the Landlord.

(12) The Tenant shall drape in accordance with the Landlord's specifications,
all windows, and shall comply with all reasonable regulations with respect to
the draping of windows as shall from time to time be set out and notified to the
Tenant by the Landlord.

(13) The Tenant shall not erect any signs or plaques without written approval of
the Landlord.

<PAGE>

COMPUFLIGHT, INC.
1995 STOCK OPTION PLAN

1. PURPOSE OF THE PLAN. The 1995 Stock Option Plan (the "Plan") is
intended to advance the interests of Compuflight, Inc. (the "Company") (a) by
inducing individuals or entities of outstanding ability and potential to join
and/or remain with, or provide consulting or advisory services to, the Company,
(b) by encouraging and enabling eligible employees, non-employee Directors,
consultants and advisors to acquire proprietary interests in the Company, and
(c) by providing the participating employees, non-employee Directors,
consultants and advisors with an additional incentive to promote the success of
the Company. This is accomplished by providing for the granting of "Options,"
which term as used herein includes both "Incentive Stock Options" and
"Nonstatutory Stock Options," as later defined, to employees, non-employee
Directors, consultants and advisors.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors") or by a committee (the
"Committee") consisting of at least one (1) person chosen by the Board of
Directors. Except as herein specifically provided, the interpretation and
construction by the Board of Directors or the Committee of any provision of the
Plan or of any Option granted under it shall be final and conclusive. The
receipt of Options by Directors, or any members of the Committee, shall not
preclude their vote on any matters in connection with the administration or
interpretation of the Plan.
3. SHARES SUBJECT TO THE PLAN. The stock subject to Options granted
under the Plan shall be shares of the Company's common stock, par value $.001
per share (the "Common Stock"), whether authorized but unissued or held in the
Company's treasury, or shares purchased from stockholders expressly for use
under the Plan. The maximum number of shares of Common Stock which may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate One Million Four Hundred Thousand (1,400,000), subject to adjustment
in accordance with the provisions of Section 12 hereof. The Company shall at
all times while the Plan is in force reserve such number of shares of Common
Stock as will be sufficient to satisfy the requirements of all outstanding
Options granted under the Plan. In the event any Option granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject thereto shall again be available for Options under
the Plan.
4. PARTICIPATION. The class of individuals that shall be eligible
to receive Options under the Plan shall be (a) with respect to Incentive Stock
Options described in Section 6 hereof, all employees (including officers) of
either the Company or any subsidiary corporation of the Company, and (b) with
respect to Nonstatutory Stock Options described in Section 7 hereof, all
employees (including officers) and non-employee Directors of, or

<PAGE>

consultants and advisors to, either the Company or any subsidiary corporation of
the Company; provided, however, that Nonstatutory Stock Options shall not be
granted to any such consultants and advisors unless (i) BONA FIDE services have
been or are to be rendered by such consultant or advisor and (ii) such services
are not in connection with the offer or sale of securities in a capital raising
transaction. The Board of Directors or the Committee, in its sole discretion,
but subject to the provisions of the Plan, shall determine the employees and
non-employee Directors of, and the consultants and advisors to, the Company and
its subsidiary corporations to whom Options shall be granted, and the number of
shares to be covered by each Option, taking into account the nature of the
employment or services rendered by the individuals being considered, their
annual compensation, their present and potential contributions to the success of
the Company, and such other factors as the Board of Directors or the Committee
may deem relevant.
5. STOCK OPTION AGREEMENT. Each Option granted under the Plan shall
be authorized by the Board of Directors or the Committee, and shall be evidenced
by a Stock Option Agreement which shall be executed by the Company and by the
individual to whom such Option is granted. The Stock Option Agreement shall
specify the number of shares of Common Stock as to which any Option is granted,
the period during which the Option is exercisable, and the option price per
share thereof.
6. INCENTIVE STOCK OPTIONS. The Board of Directors or the Committee
may grant Options under the Plan, which Options are intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and which are subject to the following terms and conditions and
any other terms and conditions as may at any time be required by Section 422 of
the Code (referred to herein as an "Incentive Stock Option"):
(a) No Incentive Stock Option shall be granted to individuals
other than employees of the Company or of a subsidiary corporation of the
Company.
(b) Each Incentive Stock Option under the Plan must be granted
prior to July 27, 2005, which is within ten (10) years from the date the Plan
was adopted by the Board of Directors.
(c) The option price of the shares subject to any Incentive
Stock Option shall not be less than the fair market value of the Common Stock at
the time such Incentive Stock Option is granted; provided, however, if an
Incentive Stock Option is granted to an individual who owns, at the time the
Incentive Stock Option is granted, more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of a parent or
subsidiary corporation of the Company, the option price of the shares subject to
the Incentive Stock Option shall be at least one hundred ten percent (110%) of
the fair market value of the Common Stock at the time the Incentive Stock Option
is granted.

<PAGE>

(d) No Incentive Stock Option granted under the Plan shall be
exercisable after the expiration of ten (10) years from the date of its grant.
However, if an Incentive Stock Option is granted to an individual who owns, at
the time the Incentive Stock Option is granted, more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of a
parent or subsidiary corporation of the Company, such Incentive Stock Option
shall not be exercisable after the expiration of five (5) years from the date of
its grant. Every Incentive Stock Option granted under the Plan shall be subject
to earlier termination as expressly provided in Section 10 hereof.
(e) For purposes of determining stock ownership under this
Section 6, the attribution rules of Section 425(d) of the Code shall apply.
(f) For purposes of the Plan, fair market value shall be
determined by the Board of Directors or the Committee. If the Common Stock is
listed on a national securities exchange or traded on the Over-the-Counter
market, fair market value shall be the closing selling price or, if not
available, the closing bid price or, if not available, the high bid price of the
Common Stock quoted on such exchange, or on the Over-the-Counter market as
reported by the National Association of Securities Dealers Automated Quotation
(NASDAQ) system or if the Common Stock is not listed on NASDAQ, then by the
National Quotation Bureau, Incorporated, as the case may be, on the day
immediately preceding the day on which the Option is granted, or, if there is no
trading or bid price on that day, the closing selling price, closing bid price
or high bid price on the most recent day which precedes that day and for which
such prices are available.
7. NONSTATUTORY STOCK OPTIONS. The Board of Directors or the
Committee may grant Options under the Plan which are not intended to meet the
requirements of Section 422 of the Code, as well as Options which are intended
to meet the requirements of Section 422 of the Code but the terms of which
provide that they will not be treated as Incentive Stock Options (referred to
herein as a "Nonstatutory Stock Option"). Nonstatutory Stock Options which are
not intended to meet those requirements shall be subject to the following terms
and conditions:
(a) A Nonstatutory Stock Option may be granted to any individual
or entity eligible to receive an Option under the Plan pursuant to Section 4(b)
hereof.
(b) The option price of the shares subject to a Nonstatutory
Stock Option shall be determined by the Board of Directors or the Committee, in
its sole discretion, at the time of the grant of the Nonstatutory Stock Option;
provided, however, that the option price of the shares subject to any
Nonstatutory Stock Option shall not be less than the fair market value of the
Common Stock at the time such Nonstatutory Stock Option is granted.
(c) A Nonstatutory Stock Option granted under the

<PAGE>

Plan may be of such duration as shall be determined by the Board of Directors or
the Committee (subject to earlier termination as expressly provided in Section
10 hereof); provided, however, that no Nonstatutory Stock Option granted under
the Plan shall be exercisable after the expiration of ten (10) years from the
date of its grant.
8. RIGHTS OF OPTION HOLDERS. The holder of any Option granted under
the Plan shall have none of the rights of a stockholder with respect to the
stock covered by his Option until such stock shall be transferred to him upon
the exercise of his Option.
9. TRANSFERABILITY. No Option granted under the Plan shall be
transferable by the individual or entity to whom it was granted otherwise than
by Will or the laws of descent and distribution, and, during the lifetime of
such individual, shall not be exercisable by any other person, but only by him.
10. TERMINATION OF EMPLOYMENT OR DEATH.
(a) Subject to the terms of the Stock Option Agreement, if the
employment of an employee by, or the services of a non-employee Director for, or
consultant or advisor to, the Company or a subsidiary corporation of the Company
shall be terminated for cause or voluntarily by the employee, non-employee
Director, consultant or advisor, then his or its Option shall expire forthwith.
Subject to the terms of the Stock Option Agreement, and except as provided in
subsections (b) and (c) of this Section 10, if such employment or services shall
terminate for any other reason, then such Option may be exercised at any time
within three (3) months after such termination, subject to the provisions of
subsection (d) of this Section 10. For purposes of the Plan, the retirement of
an individual either pursuant to a pension or retirement plan adopted by the
Company or at the normal retirement date prescribed from time to time by the
Company shall be deemed to be termination of such individual's employment other
than voluntarily or for cause. For purposes of this subsection (a), an
employee, non-employee Director, consultant or advisor who leaves the employ or
services of the Company to become an employee or non-employee Director of, or a
consultant or advisor to, the Company, a subsidiary corporation of the Company
or a corporation (or subsidiary or parent corporation of the corporation) which
has assumed the Option of the Company as a result of a corporate reorganization,
etc., shall not be considered to have terminated his employment or services.
(b) Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan dies (i) while employed by, or while serving
as a non-employee Director for or a consultant or advisor to, the Company or a
subsidiary corporation of the Company, or (ii) within three (3) months after the
termination of his employment or services other than voluntarily by the employee
or non-employee Director, consultant or advisor, or for cause, then such Option
may, subject to the

<PAGE>

provisions of subsection (d) of this Section 10, be exercised by the estate of
the employee or non-employee Director, consultant or advisor, or by a person who
acquired the right to exercise such Option by bequest or inheritance or by
reason of the death of such employee or non-employee Director, consultant or
advisor, at any time within one (1) year after such death.
(c) Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan ceases employment or services because of
permanent and total disability (within the meaning of Section 22(e)(3) of the
Code) while employed by, or while serving as a non-employee Director for or
consultant or advisor to, the Company or a subsidiary corporation of the
Company, then such Option may, subject to the provisions of subsection (d) of
this Section 10, be exercised at any time within one (1) year after his
termination of employment, termination of Directorship or termination of
consulting or advisory services, as the case may be, due to the disability.
(d) An Option may not be exercised pursuant to this Section 10
except to the extent that the holder was entitled to exercise the Option at the
time of termination of employment, termination of Directorship, termination of
consulting or advisory services, or death, and in any event may not be exercised
after the expiration of the Option.
(e) For purposes of this Section 10, the employment relationship
of an employee of the Company or of a subsidiary corporation of the Company will
be treated as continuing intact while he is on military or sick leave or other
bona fide leave of absence (such as temporary employment by the Government) if
such leave does not exceed ninety (90) days, or, if longer, so long as his right
to reemployment is guaranteed either by statute or by contract.
11. EXERCISE OF OPTIONS.
(a) Unless otherwise provided in the Stock Option Agreement, any
Option granted under the Plan shall be exercisable in whole at any time, or in
part from time to time, prior to expiration. The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options granted under the Plan shall be subject (i) to
such condition or conditions as it may impose, including, but not limited to, a
condition that the holder thereof remain in the employ or service of, or
continue to provide consulting or advisory services to, the Company or a
subsidiary corporation of the Company for such period or periods from the date
of grant of the Option as the Board of Directors or the Committee, in its
absolute discretion, shall determine; and (ii) to such limitations as it may
impose, including, but not limited to, a limitation that the aggregate fair
market value of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by any employee during any calendar year
(under all plans of the Company and its parent and subsidiary

<PAGE>

corporations) shall not exceed one hundred thousand dollars ($100,000). In
addition, in the event that under any Stock Option Agreement the aggregate fair
market value of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by any employee during any calendar year
(under all plans of the Company and its parent and subsidiary corporations)
exceeds one hundred thousand dollars ($100,000), the Board of Directors or the
Committee may, when shares are transferred upon exercise of such Options,
designate those shares which shall be treated as transferred upon exercise of an
Incentive Stock Option and those shares which shall be treated as transferred
upon exercise of a Nonstatutory Stock Option.
(b) An Option granted under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal office (attention
of the Secretary) of written notice of the number of shares with respect to
which the Option is being exercised. Such notice shall be accompanied or
followed within ten (10) days of delivery thereof by payment of the full option
price of such shares, and payment of such option price shall be made by the
holder's delivery of (i) his check payable to the order of the Company, or (ii)
previously acquired Common Stock, the fair market value of which shall be
determined as of the date of exercise, or by the holder's delivery of any
combination of the foregoing (i) and (ii).
12. ADJUSTMENT UPON CHANGE IN CAPITALIZATION.
(a) In the event that the outstanding Common Stock is hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, reverse split, stock
dividend or the like, an appropriate adjustment shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, in the number of shares and option price per share subject to outstanding
Options, and in any limitation on exerciseability referred to in Section
11(a)(ii) hereof which is set forth in outstanding Incentive Stock Options. If
the Company shall be reorganized, consolidated, or merged with another
corporation, the holder of an Option shall be entitled to receive upon the
exercise of his Option the same number and kind of shares of stock or the same
amount of property, cash or securities as he would have been entitled to
receive upon the happening of any such corporate event as if he had been,
immediately prior to such event, the holder of the number of shares covered by
his Option; provided, however, that in such event the Board of Directors or the
Committee shall have the discretionary power to take any action necessary or
appropriate to prevent any Incentive Stock Option granted hereunder which is
intended to be an "incentive stock option" from being disqualified as such under
the then existing provisions of the Code or any law amendatory thereof or
supplemental thereto.
(b) Any adjustment in the number of shares shall

<PAGE>

apply proportionately to only the unexercised portion of the Option granted
hereunder. If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of shares.
13. FURTHER CONDITIONS OF EXERCISE.
(a) Unless prior to the exercise of the Option the shares
issuable upon such exercise have been registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, the
notice of exercise shall be accompanied by a representation or agreement of the
person or estate exercising the Option to the Company to the effect that such
shares are being acquired for investment purposes and not with a view to the
distribution thereof, or such other documentation as may be required by the
Company, unless in the opinion of counsel to the Company such representation,
agreement or documentation is not necessary to comply with such Act.
(b) The Company shall not be obligated to deliver any Common
Stock until it has been listed on each securities exchange on which the Common
Stock may then be listed or NASDAQ, as the case may be, or until there has been
qualification under or compliance with such federal or state laws, rules or
regulations as the Company may deem applicable. The Company shall use
reasonable efforts to obtain such listing, qualification and compliance.
14. EFFECTIVENESS OF THE PLAN. The Plan was adopted by the Board of
Directors on July 28, 1995. The Plan shall be subject to approval on or before
July 27, 1996, which is within one (1) year of adoption of the Plan by the Board
of Directors, by the affirmative vote of the holders of a majority of the
securities of the Company present, or represented, and entitled to vote thereon
at a meeting duly held in accordance with the laws of the State of Delaware or
by the written consent of the holders of a majority of the securities of the
Company entitled to vote thereon (in either case, "Majority Vote"). The Plan
shall also be subject to stockholder approval of a Certificate of Amendment to
the Company's Certificate of Incorporation pursuant to which the number of
shares of Common Stock of the Company authorized to be issued shall be increased
at least by the maximum number of shares which may be issued pursuant to Options
granted under the Plan. In the event either such stockholder approval is
withheld or otherwise not received on or before July 27, 1996, the Plan and all
Options that may have been granted hereunder shall become null and void.
15. TERMINATION, MODIFICATION AND AMENDMENT.
(a) The Plan (but not Options previously granted under the Plan)
shall terminate on July 27, 2005, which is within ten (10) years from the date
of its adoption by the Board of Directors, or sooner as hereinafter provided,
and no Option shall be granted after termination of the Plan.
(b) The Plan may from time to time be terminated,

<PAGE>

modified, or amended by the affirmative Majority Vote of the holders of the
securities of the Company entitled to vote thereon.
(c) The Board of Directors may at any time, on or before the
termination date referred to in Section 15(a) hereof, terminate the Plan, or
from time to time make such modifications or amendments to the Plan as it may
deem advisable; provided, however, that the Board of Directors shall not,
without approval by the affirmative Majority Vote of the holders of the
securities of the Company entitled to vote thereon, increase (except as
otherwise provided by Section 12 hereof) the maximum number of shares as to
which Options may be granted hereunder, change the designation of the employees
or class of employees eligible to receive Options, or make any other change
which would prevent any Incentive Stock Option granted hereunder which is
intended to be an "incentive stock option" from qualifying as such under the
then existing provisions of the Code or any law amendatory thereof or
supplemental thereto.
(d) No termination, modification, or amendment of the Plan may,
without the consent of the individual or entity to whom any Option shall have
been granted, adversely affect the rights conferred by such Option.
16. NOT A CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or
in any Stock Option Agreement executed pursuant hereto shall be deemed to confer
upon any individual or entity to whom an Option is or may be granted hereunder
any right to remain in the employ or service of the Company or a subsidiary
corporation of the Company or any entitlement to any remuneration or other
benefit pursuant to any consulting or advisory arrangement.
17. USE OF PROCEEDS. The proceeds from the sale of shares pursuant
to Options granted under the Plan shall constitute general funds of the Company.
18. INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE. In addition
to such other rights of indemnification as they may have, the members of the
Board of Directors or the Committee, as the case may be, shall be indemnified by
the Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, suit, or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit, or proceeding, the member or members of
the Board of Directors or the Committee, as the case may be, shall notify the
Company in writing, giving the Company an opportunity at its own cost to defend
the same before such member or members undertake to defend the same on his or
their own behalf.
19. DEFINITIONS. For purposes of the Plan, the terms

<PAGE>

"parent corporation" and "subsidiary corporation" shall have the meanings set
forth in Sections 425(e) and 425(f) of the Code, respectively, and the masculine
shall include the feminine and the neuter as the context requires.
20. GOVERNING LAW. The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the laws of the State
of Delaware, excluding choice of law principles thereof.

<PAGE>

COMPUFLIGHT, INC.
1995 KEY EMPLOYEES AND ADVISORS STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. The 1995 Key Employees and Advisors Stock
Option Plan (the "Plan") is intended to advance the interests of Compuflight,
Inc. (the "Company") (a) by inducing individuals and entities of outstanding
ability and potential to join and/or remain with, or provide consultation and
advisory services to, the Company, (b) by encouraging and enabling Eligible Key
Employees and Advisors (as hereinafter defined) to acquire proprietary interests
in the Company, and (c) by providing the participating Eligible Key Employees
and Advisors with an additional incentive to promote the success of the Company.
This is accomplished by providing for the granting of "Options," which term as
used herein refers to "Nonstatutory Stock Options," as later defined, to
Eligible Key Employees and Advisors.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors") or by a committee (the
"Committee") consisting of at least one (1) person chosen by the Board of
Directors. Except as herein specifically provided, the interpretation and
construction by the Board of Directors or the Committee of any provision of the
Plan or of any Option granted under it shall be final and conclusive. The
receipt of Options by Directors, or any members of the Committee, shall not
preclude their vote on any matters in connection with the administration or
interpretation of the Plan.
3. SHARES SUBJECT TO THE PLAN. The stock subject to Options granted
under the Plan shall be shares of the Company's common stock, par value $.001
per share (the "Common Stock"), whether authorized but unissued or held in the
Company's treasury, or shares purchased from stockholders expressly for use
under the Plan. The maximum number of shares of Common Stock which may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate Six Hundred Thousand (600,000), subject to adjustment in accordance
with the provisions of Section 11 hereof. The Company shall at all times while
the Plan is in force reserve such number of shares of Common Stock as will be
sufficient to satisfy the requirements of all outstanding Options granted under
the Plan. In the event any Option granted under the Plan shall expire or
terminate for any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part, the unpurchased shares
subject thereto shall again be available for Options under the Plan.
4. PARTICIPATION. The class of individuals and entities that shall
be eligible to receive Options under the Plan shall be all employees (including
officers) of, and consultants and advisors to, either the Company or any
subsidiary corporation of the Company; provided, however, that Options shall not
be granted to any such consultants and advisors unless (i) BONA FIDE services
have been or are to be rendered by such consultant or advisor and (ii) such
services are not in connection with the

<PAGE>

offer or sale of securities in a capital raising transaction ("Eligible Key
Employees and Advisors"). The Board of Directors or the Committee, in its sole
discretion, but subject to the provisions of the Plan, shall determine the
Eligible Key Employees and Advisors to the Company and its subsidiary
corporations to whom Options shall be granted, and the number of shares to be
covered by each Option, taking into account the nature of the services rendered
by the individuals or entities being considered, their annual compensation,
their present and potential contributions to the success of the Company, and
such other factors as the Board of Directors or the Committee may deem relevant.
5. STOCK OPTION AGREEMENT. Each Option granted under the Plan shall
be authorized by the Board of Directors or the Committee, and shall be evidenced
by a Stock Option Agreement which shall be executed by the Company and by the
individual or entity to whom such Option is granted. The Stock Option Agreement
shall specify the number of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, and the option price
per share thereof.
6. NONSTATUTORY STOCK OPTIONS. The Board of Directors or the
Committee may only grant Options under the Plan which are not intended to meet
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") (referred to herein as a "Nonstatutory Stock Option").
Nonstatutory Stock Options shall be subject to the following terms and
conditions:
(a) A Nonstatutory Stock Option may be granted to any individual
or entity eligible to receive an Option under the Plan pursuant to Section 4
hereof.
(b) The option price of the shares subject to a Nonstatutory
Stock Option shall be determined by the Board of Directors or the Committee, in
its sole discretion, at the time of the grant of the Nonstatutory Stock Option.
(c) A Nonstatutory Stock Option granted under the Plan may be of
such duration as shall be determined by the Board of Directors or the Committee
(subject to earlier termination as expressly provided in Section 9 hereof).
7. RIGHTS OF OPTION HOLDERS. The holder of any Option granted under
the Plan shall have none of the rights of a stockholder with respect to the
stock covered by his Option until such stock shall be transferred to him upon
the exercise of his Option.
8. TRANSFERABILITY. No Option granted under the Plan shall be
transferable by the individual or entity to whom it was granted otherwise than
by Will or the laws of descent and distribution, and, during the lifetime of any
individual optionee, shall not be exercisable by any other person, but only by
him.
9. TERMINATION OF EMPLOYMENT OR ENGAGEMENT, OR DEATH.
(a) Subject to the terms of the Stock Option

<PAGE>

Agreement, if the employment or engagement of an Eligible Key Employee or
Advisor shall be terminated for cause or voluntarily by the Eligible Key
Employee or Advisor, then his Option shall expire forthwith. Subject to the
terms of the Stock Option Agreement, and except as provided in subsections (b)
and (c) of this Section 9, if such employment or engagement shall terminate for
any other reason, then such Option may be exercised at any time within three (3)
months after such termination, subject to the provisions of subsection (d) of
this Section 9. For purposes of this subsection (a), an Eligible Key Employee
or Advisor who ceases his employment or engagement in order to provide services
in another capacity to the Company or a subsidiary corporation of the Company or
a corporation (or subsidiary or parent corporation of the corporation) which has
assumed the Option of the Company as a result of a corporate reorganization,
etc., shall not be considered to have terminated his employment or engagement.
(b) Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan dies (i) while employed or engaged by the
Company or a subsidiary corporation of the Company to provide services, or (ii)
within three (3) months after the termination of his employment or engagement
other than voluntarily by the Eligible Key Employee or Advisor or for cause,
then such Option may, subject to the provisions of subsection (d) of this
Section 9, be exercised by the estate of the Eligible Key Employee or Advisor,
or by a person who acquired the right to exercise such Option by bequest or
inheritance or by reason of the death of such Eligible Key Employee or Advisor,
at any time within one (1) year after such death.
(c) Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan ceases to provide services because of
permanent and total disability (within the meaning of Section 22(e)(3) of the
Code) while employed by or providing services to the Company or a subsidiary
corporation of the Company, then such Option may, subject to the provisions of
subsection (d) of this Section 9, be exercised at any time within one (1) year
after his termination of employment or services due to the disability.
(d) An Option may not be exercised pursuant to this Section 9
except to the extent that the holder was entitled to exercise the Option at the
time of termination of employment or services, or death, and in any event may
not be exercised after the expiration of the Option.
10. EXERCISE OF OPTIONS.
(a) Unless otherwise provided in the Stock Option Agreement, any
Option granted under the Plan shall be exercisable in whole at any time, or in
part from time to time, prior to expiration. The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options granted under the Plan shall be

<PAGE>

subject to such condition or conditions as it may impose, including, but not
limited to, a condition that the holder thereof remain in the employ of, or
continue to provide services to, the Company or a subsidiary corporation of the
Company for such period or periods from the date of grant of the Option as the
Board of Directors or the Committee, in its absolute discretion.
(b) An Option granted under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal office (attention
of the Secretary) of written notice of the number of shares with respect to
which the Option is being exercised. Such notice shall be accompanied or
followed within ten (10) days of delivery thereof by payment of the full option
price of such shares, and payment of such option price shall be made by the
holder's delivery of (i) his check payable to the order of the Company, or (ii)
previously acquired Common Stock, the fair market value of which shall be
determined as of the date of exercise, or by the holder's delivery of any
combination of the foregoing (i) and (ii).
11. ADJUSTMENT UPON CHANGE IN CAPITALIZATION.
(a) In the event that the outstanding Common Stock is hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, reverse split, stock
dividend or the like, an appropriate adjustment shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, and in the number of shares and option price per share subject to
outstanding Options. If the Company shall be reorganized, consolidated, or
merged with another corporation, the holder of an Option shall be entitled to
receive upon the exercise of his Option the same number and kind of shares of
stock or the same amount of property, cash or securities as he would have been
entitled to receive upon the happening of any such corporate event as if he had
been, immediately prior to such event, the holder of the number of shares
covered by his Option.
(b) Any adjustment in the number of shares shall apply
proportionately to only the unexercised portion of the Option granted hereunder.
If fractions of a share would result from any such adjustment, the adjustment
shall be revised to the next lower whole number of shares.
12. FURTHER CONDITIONS OF EXERCISE.
(a) Unless prior to the exercise of the Option the shares
issuable upon such exercise have been registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, the
notice of exercise shall be accompanied by a representation or agreement of the
person or entity exercising the Option to the Company to the effect that such
shares are being acquired for investment purposes and not with a view to the
distribution thereof, or such other documentation as may be required by the
Company, unless in the opinion of counsel to the Company such representation,
agreement or documentation is

<PAGE>

not necessary to comply with such Act.
(b) The Company shall not be obligated to deliver any Common
Stock until it has been listed on each securities exchange on which the Common
Stock may then be listed or NASDAQ, as the case may be, or until there has been
qualification under or compliance with such federal or state laws, rules or
regulations as the Company may deem applicable. The Company shall use
reasonable efforts to obtain such listing, qualification and compliance.
13. EFFECTIVENESS OF THE PLAN. The Plan was adopted by the Board of
Directors on July 28, 1995.
14. TERMINATION, MODIFICATION AND AMENDMENT.
(a) The Plan (but not Options previously granted under the Plan)
shall terminate on July 27, 2005, which is within ten (10) years from the date
of its adoption by the Board of Directors, or sooner as hereinafter provided,
and no Option shall be granted after termination of the Plan.
(b) The Board of Directors may at any time, on or before the
termination date referred to in Section 14(a) hereof, terminate the Plan, or
from time to time make such modifications or amendments to the Plan as it may
deem advisable.
(c) No termination, modification, or amendment of the Plan may,
without the consent of the individual or entity to whom any Option shall have
been granted, adversely affect the rights conferred by such Option.
15. NOT A CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or
in any Stock Option Agreement executed pursuant hereto shall be deemed to confer
upon any individual to whom an Option is or may be granted hereunder any right
to continue to be employed or engaged by the Company or a subsidiary corporation
of the Company.
16. USE OF PROCEEDS. The proceeds from the sale of shares pursuant
to Options granted under the Plan shall constitute general funds of the Company.
17. INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE. In addition
to such other rights of indemnification as they may have, the members of the
Board of Directors or the Committee, as the case may be, shall be indemnified by
the Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, suit, or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit, or proceeding, the member or members of
the Board of Directors or the Committee, as the case may be, shall notify the
Company in writing, giving the

<PAGE>

Company an opportunity at its own cost to defend the same before such member or
members undertake to defend the same on his or their own behalf.
18. DEFINITIONS. For purposes of the Plan, the terms "parent
corporation" and "subsidiary corporation" shall have the meanings set forth in
Sections 425(e) and 425(f) of the Code, respectively, and the masculine shall
include the feminine and the neuter as the context requires.
19. GOVERNING LAW. The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the laws of the State
of Delaware, excluding choice of law principles thereof.

<PAGE>
EXHIBIT 10(L) Consulting and Marketing Agreement dated as of January 1, 1995
between Navtech Systems Support INC. and Ray English and Associates INC.

CONSULTING AND MARKETING AGREEMENT

CONSULTING AND MARKETING AGREEMENT ("Agreement") made as of January
1st, 1995, between NAVTECH SYSTEMS SUPPORT INC., a company incorporated under
the laws of the Province of Ontario, with offices at 550 Parkside Drive, Unit
A1, Waterloo, Ontario N2L SV4 ("Support"), AND RAY ENGLISH & ASSOCIATES, INC., a
company incorporated under the laws of the Province of Ontario, with offices at
550 Parkside Drive, Unit A2, Waterloo, Ontario, Canada N2L SV4 (the
"Representative").

Support desires to engage the Representative to perform certain
consulting and marketing services, and the Representative desires to perform
such services, on the terms and conditions hereinafter set forth.

1. ENGAGEMENT: TERM

1.1 Support hereby engages the Representative to perform, and the
Representative hereby agrees to perform, certain consulting and marketing
services on behalf of Support, on the terms and conditions of this Agreement,
for a period commencing on the date hereof and ending at the close of business
on the date set forth on Exhibit A attached hereto (the "Engagement Period"),
unless terminated sooner as set forth in paragraph 8 hereof.

2. DUTIES AND SERVICES

2.1 During the Engagement Period, the Representative shall provide
those certain consulting and marketing services to Support set forth on Exhibit
B attached hereto (the "Services"). The Representative agrees to devote such
time and effort, and assign such resources as set forth on Exhibit B, as is
required to perform the Services hereunder. All Services required hereunder
shall be performed to the best of the Representative's abilities and to
Support's satisfaction, and shall be of the highest professional standards. In
providing Services hereunder, the Representative shall be subject to the
direction of the President of Support or his designee. The Representative
acknowledges and agrees that its engagement hereunder is on a non-exclusive
basis. Accordingly, Support may offer its services and products through its own
employees and may engage and utilize other independent contractors to

<PAGE>

provide consulting and marketing services on its behalf.

<PAGE>

3. COMPENSATION

3.1 As sole compensation (the "Compensation") for the
Representative's Services during the Engagement Period and in consideration of
the Representative's representations, warranties and covenants herein, Support
shall pay to the Representative a certain sum in accordance with the
Compensation schedule set forth on Exhibit C attached hereto, subject to the
provisions of this paragraph 3.

3.2 In the event that any of the Compensation involves the payment
of a commission ("Commission") to the Representative, such Commission shall be
based on "Representative-Marketing Net Receipts" to Support, which term shall
mean monies actually received by Support from customers from the provision of
services or the licensing of technology, provided that such services or
licensing agreement or arrangement with Support (the "Business Agreement")
resulted solely and directly from the Representative's marketing efforts
performed on or after the date hereof on behalf of Support.

3.3 In the event that any of the Compensation involves the payment
of a finder's fee ("Finder's Fee") to the Representative, such Finder's Fee
shall be based on "Representative-Introduction Net Receipts" to Support, which
term shall mean monies actually received by Support from customers from the
provision of services or the licensing of technology, provided that Support's
initial business meeting with the customer (the "Initial Business Meeting")
resulted solely and directly from the Representative's efforts performed on or
after the date hereof on behalf of Support.

3.4 For purposes hereof, "Representative-Marketing Net Receipts"
and "Representative-Introduction Net Receipts" shall be referred to collectively
as "Representative-Initiated Net Receipts". "Representative-Initiated Net
Receipts" shall be net of all charges incidental to the provision of services or
the licensing of technology, including, without limitation, discounts, returns,
claims, allowances, taxes (other than income taxes), telecommunications
equipment, computer hardware, line and usage charges, shipping and insurance
charges and travel expenses associated with contract performance, if any. No
amounts payable to Support pursuant to Business Agreements in place on or prior
to the date hereof shall be included within "Representative-Initiated Net
Receipts". In addition, (a) no Commissions shall be payable under this Agreement
with respect to a particular

<PAGE>

customer unless the Business Agreement is entered into during the Engagement
Period, (b) no Finder's Fee shall be payable under this Agreement with respect
to a particular customer unless the Initial Business Meeting is held, and the
Business Agreement is entered into, during the Engagement Period and (c) no
Finder's Fee shall be payable under this Agreement with respect to a particular
customer if a Commission is payable with respect thereto.

3.5 Commissions and Finder's Fees shall be payable on or before
the last day of the month following the month in which Support receives payment
from its customer. If any service fee or licensing royalty becomes subject to
price renegotiation, the Commission and Finder's Fee will be based upon the
final renegotiated price, and Support and the Representative agree that any
adjustment of the Commission or Finder's Fee earned shall be made within sixty
(60) days of the final renegotiated price determination, whether or not the
Commission or Finder's Fee was previously paid or this Agreement terminates
prior to the final renegotiated price determination. Support shall furnish the
Representative with a statement showing the computation of Commissions and
Finder's Fees paid at the time of payment of each month's Commission and
Finder's Fee.

3.6 Support shall have the right to offset certain obligations of
the Representative to Support against Compensation otherwise payable to the
Representative hereunder, as set forth on Exhibit C.

3.7 Notwithstanding the foregoing, in the event, as of any
Compensation payment date, there is then payable by the Representative to
Support any amount relating to any obligation other than those referred to in
paragraph 3.6 hereof, Support shall have the right to offset against any
Compensation otherwise pavable to the Representative the amount of such
obligation.

3.8 Nothing contained herein shall require Support to consent or
agree to any particular transaction with any existing or potential customer and
Support shall have the right, in its sole discretion, to reject any and all
proposals and transactions, and to refuse to initially meet with or negotiate,
and/or terminate discussions or negotiations, at any time regardless of the
terms thereof. In such event, the Representative shall not be entitled to any
Commission or Finder's Fee with regard to the proposed transaction.

<PAGE>

4. REPRESENTATIONS AND WARRANTIES_OF THE REPRESENTATIVE

4.1 The Representative represents and warrants to Support that (a)
the Representative has received all corporate authorizations and other
authorizations, permits and licenses necessary to enter into this Agreement and
perform its duties and obligations hereunder, (b) each employee furnished by the
Representative hereunder shall be qualified to perform the Services specified
herein, (c) all Services performed by the Representative under this Agreement
shall be perforrned in a professional and highly skilled manner and (d) no
employees of the Representative are under any physical or mental disability that
would hinder their performance under this Agreement. In addition, the
Representative hereby represents and warrants to Support that neither the
execution of this Agreement nor its performance hereunder will (a) violate,
conflict with or result in a breach of any provision of, or constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under. the terms, conditions or provisions of any contract, agreement
or other instrument or obligation to which the Representative or any of its
employees is a party, or by which any of them may be bound, or (b) violate any
order, judgment, writ, injunction or decree applicable to the Representative or
any employee.

4.2 In the event of a breach of paragraph 4.1, in addition to
Support's right to terminate this Agreement, the Representative shall indemnify
Support and hold it harmless from and against any and all claims, losses,
liabilities and expenses (including legal fees) incurred or suffered in
connection with or as a result of Support's entering into this Agreement or
engaging the Representative hereunder.

4.3 Support represents and warrants to the Representative that
neither the execution of this Agreement nor its performance hereunder will (a)
violate, conflict with or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under the terms, conditions or provisions of any contract,
agreement or other instrument or obligation to which Support is a party, or by
which it is bound or (b) violate any order, judgment, writ, injunction or decree
applicable to Support.

4.4 In the event of a breach of paragraph 4.3, in addition to the
Representative's right to terminate this Agreement, Support shall

<PAGE>

indemnify the Representative and hold it harmless from and against any and all
claims, losses, liabilities and expenses (including legal fees) incurred or
suffered in connection with or as a result of the Representative entering into
this Agreement.

5. OUALIFICATIONS OF REPRESENTATIVE'S EMPLOYEES

5.1 (a) At no cost to Support, the Representative will recruit,
interview, test, select, hire and train its employees assigned to perform
Services for Support. The Representative shall have the sole responsibility with
regard to the counseling, discipline, review, evaluation, determination of
payroll rates, and termination of employment of its employees assigned pursuant
to this Agreement.

(b) Notwithstanding the foregoing, Support shall have the
right to review the qualifications of the Representative's employees who are
assigned to perform the Services hereunder. In addition, Support shall have the
right to reject or release, without charge, in its sole discretion, at any time
during this Agreement, any employee of the Representative assigned to provide
Services, either by an initial screening of qualifications or for performance
considered unsatisfactory by Support. Where an employee of the Representative is
rejected or released by Support, the Representative agrees to replace the
employee without interruption in Service to Support. Upon notice of rejection or
release of an employee of the Representative, Support shall no longer be
responsible to the Representative for further Services of that employee. An
employee of the Representative who was rejected or released by Support will not
be assigned by the Representative to provide another aspect of the Services for
Support without the prior written consent of Support. Neither the reservation
to, nor the exercise of, the aforementioned rights by Support will create an
employer-employee relationship between the Representative's employees and
Support. The Representative agrees that, once an employee has commenced work on
an assignment, that employee will not be removed from the assignment without the
prior written consent of Support (such consent not to be unreasonably withheld),
except in the case in which the employee is removed from an assignment because
of the termination of his employment with the Representative.

<PAGE>

6. RESTRICTIVE COVENANT

6.1 In consideration for the Compensation to be received hereunder
by the Representative and in view of (a) the unique and valuable services it is
expected that the Representative will render and (b) the knowledge of the
Representative and the Key Employee (as identified on Exhibit D) of the
business, services, customers, trade secrets, and other proprietary information
relating to the business of Support, and its customers and suppliers, that it is
expected the Representative and the Key Employee will obtain, the Representative
and the Key Employee, respectively, agree that neither it nor he will, during
the Engagement Period, or if this Agreement is terminated prior to the
expiration date thereof for any reason, for a period of one (1) year thereafter,
without the prior written approval of Support, directly or indirectly, anywhere
in the world, whether individually or as a principal, officer, employee,
partner, director, representative or agent of or consultant for any entity, do
any of the following:

(i) engage or participate in the ownership, management, operation
or control of, or otherwise be connected with, a business which is similar to or
competitive with, directly or indirectly, that engaged in by Support at any time
during the Engagement Period and shall not make any investments in any such
similar or competitive entity (except that the foregoing shall not restrict the
Representative from owning not more than five percent (5%) of the outstanding
Common Stock of any corporation, the Common Stock of which is listed on a
national securities exchange or NASDAQ);

(ii) cause or seek to persuade any director, officer, employee,
customer, subscriber, account, agent or supplier of Support to discontinue the
status, employment or relationship of such person or entity with Support, or to
become employed in any activity similar to or competitive with the activities of
Support;

(iii) cause or seek to persuade any prospective customer,
subscriber or account of Support to determine not to enter into a business
relationship with Company;

(iv) hire or retain any director, officer or employee of Support;
or

(v) solicit or cause or authorize to be solicited, for or on behalf of it
or he or any third party, any business which is competitive, directly or
indirectly, with Support from (a) others who are, at any time during the

<PAGE>

Engagement Period, customers, subscribers or accounts of Support, or (b) any
prospective customer, subscriber or account of Support which at the date of
expiration or termination of the Engagement Period was then actively being
solicited by Support.

6.2 (a) The Representative represents that it has been informed
that it is the policy of Support to maintain as secret all confidential
information relating to Support, including, without limitation, any and all
knowledge or information with respect to secret or confidential methods,
processes, plans, materials, customer lists or data, or with respect to any
other confidential or secret aspect of Support's activities, and further
acknowledges that such confidential information is of great value to Support.
The Representative recognizes that, by reason of its engagement by Support, it
has acquired and will acquire confidential information as aforesaid. The
Representative confirms that it is reasonably necessary to protect Support's
goodwill, and, accordingly, hereby agrees that it will not, directly or
indirectly (except where authorized by the Board of Directors of Support for the
benefit of Support), at any time during the term of this Agreement or thereafter
divulge to any person, firm or other entity, or use, or cause or authorize any
person, firm or other entity to use, any such confidential information.

(b) The Representative agrees that it will not, at any time,
remove from Support's premises any drawings, notebooks, data or other
confidential information relating to the business and procedures heretofore or
hereafter acquired, developed and/or used by Support, except where necessary in
the fulfillment of its duties hereunder.

(c) The Representative agrees that, upon the expiration or
termination of this Agreement for any reason whatsoever, it shall promptly
deliver to Support any and all drawings, notebooks, data and other documents and
material, including all copies thereof, in its possession or under its control
relating to any confidential information or discoveries, or which is otherwise
the property of Support.

(d) For purposes hereof, the term "confidential information" shall
mean all information given to the Representative, directly or indirectly, by
Support and all other inforrnation relating to Support otherwise acquired by the
Representative during the course of its engagement by Support, other than
information which (i) was in the public domain at the

<PAGE>

time furnished to, or acquired by, the Representative, or (ii) thereafter enters
the public domain other than through disclosure, directly or indirectly, by the
Representative or others in violation of an agreement of confidentiality or
nondisclosure.

6.3 For purposes of this Paragraph 6, the term "Support" shall
mean and include any and all subsidiaries, parents and affiliated entities of
Support in existence from time to time (collectively, "Affiliates") including,
without limitation1 Compuflight, Inc. and all subsidiaries, parents and
affiliated entities of Compuflight, Inc. in existence from time to time.

7. INDEPENDENT CONTRACTOR: INDERNNIFICATION

7.1 The Representative shall perform the specifled Services as an
independent representative, and nothing contained in this Agreement shall be
construed to create or imply a joint venture, partnership, or employment
relationship between Support and the Representative or between Support and the
employees of the Representative. Without express written authorization from
Support, the Representative shall not take any action or permit any action to be
taken on its behalf which purports to be done in the name of or on behalf of
Support and shall have no power or authority to bind Support or to assume or
create any obligation or responsibility, express or implied, on Support's behalf
or in its name, nor shall the Representative represent to anyone that it has
such power or authority. Neither the Representative nor any of its employees
shall, in any sense, be considered employees of Support, nor shall the
Representative or any of its employees be eligible or entitled to any benefits,
perquisites or privileges given or extended to Support's employees. No oral
representations by employees of Support shall have the effect of overriding this
Agreement.

7.2 The Representative shall make provision for the payment of
those employees who provide Services to Support and will provide for the
maintaining of all necessary payroll and personnel records, the computation of
wages, and the withholding of applicable taxes and any other payments required
by law for such employees.

7.3 The Representative agrees to indemnify and hold harmless
Support and its officers, directors and employees from and against any and all
claims, losses, liabilities, expenses and costs (including, without limitation,
legal fees) which they or any of them may suffer or become liable

<PAGE>

for as a result of, or in connection with, any representation, express or
implied, of the Representative that it has any authority to bind Support to any
agreement or obligation with any third party or which arise by reason of the
Representative or its employees being considered agents, representatives or
employees of Support, including liability for notice of termination or severance
pay, statutory or otherwise. If a competent governmental authority should assert
that Support is responsible for making any source deductions for employees of
the Representative, then Support shall be entitled to commence making any source
deductions from any amounts then payable by Support to the Representative
hereunder. Further, if a competent governmental authority asserts that Support
is retroactively responsible for any of such deductions or other payments that
should have been made but were not made, Support shall be entitled to make such
payments retroactively and to deduct an amount equal to such payments, together
with any and all costs and expenses (including, without limitation, legal fees)
incurred by Support related to such assertions or deductions, from any amounts
then payable by Support to the Representative hereunder. To the extent that such
amounts are not recoverable by Support by way of set-off as aforesaid, the
Representative will promptly indemnify Support for such amounts following
receipt of written demand for the same from Support.

7.4 The provisions of this Paragraph 7 shall apply to Support's
Affiliates in the same manner as they apply to Support.

8. TERMINATION

8.1 Notwithstanding anything herein contained, at any time prior
to the end of the Engagement Period, Support shall have the right to immediately
terminate this Agreement for "cause". As used in this Agreement, "cause" shall
include, but not necessarily be limited to, (a) the Representative's commission
of any act in the performance of its duties constituting common law fraud, a
felony or other gross malfeasance of duty, (b) any material misrepresentation or
breach of any covenant on the Representative's part herein set forth, (c) the
Representative's engagement in misconduct which is materially injurious to
Support or its Affiliates, (d) the dissolution, termination of existence,
discontinuance of business, insolvency or business failure of the
Representative, the appointment of a receiver of any part of the
Representative's property, an assignment for the benefit of the Representative's
creditors or the commencement of any proceedings under

<PAGE>

any bankruptcy, reorganization or arrangement laws by or against the
Representative, (e) the death of the Key Employee, (f) the cessation of
employment of the Key Employee with the Representative, (g) the mental or
physical incapacity of the Key Employee to provide Services on behalf of the
Representative for a continuous period of six (6) months or for at least one
hundred fifty (150) business days during any one (1) year period, or (h)
Representative-Initiated Net Receipts for the initial or any successive twelve
(12) month period of this Agreement ("Contract Year") do not exceed the amount
set forth on Exhibit E attached hereto.

9. INJUNCTIVE RELIEF

9.1 The Representative acknowledges and agrees that, in the event
it shall violate any of the restrictions of Paragraph 6 or 7 hereof, Support
will be without an adequate remedy at law. and will therefore be entitled to
enforce such restrictions by temporary or permanent injunctive or mandatory
relief in any court of competent jurisdiction without the necessity of proving
damages and without prejudice to any other remedies which it may have at law or
in equity. No bond or other security shall be required to be posted by Support
in connection therewith.

10. NOTICES

10.1 Any notice required or permitted to be given pursuant to this
Agreement shall be deemed to have been duly given when delivered by hand or sent
by certifled or registered mail, return receipt requested and postage prepaid,
overnight mail or courier, or telecopier to each party at its address set forth
above, or at such other address as any party shall designate by notice to the
other party given in accordance with this Paragraph 10.

11. GOVERNING LAW

11.1 This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the Province of Ontario applicable to
agreements made and to be performed entirely in Ontario.

12. WAIVER OF BREACH: PARTIAL INVALIDITY

12.1 The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach. If any provision, or part thereof, of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and not in any way affect or render invalid or unenforceable
any other provisions of this Agreement, and this

<PAGE>

Agreement shall be carried out as if such invalid or unenforceable provision, or
part thereof, had been reformed, and any court of competent jurisdiction is
authorized to so reform such invalid or unenforceable provision, or part
thereof, so that it would be valid, legal and enforceable to the fullest extent
permitted by applicable law.

13. THIRD PARTY BENEFICIARIES

13.1 All Affiliates of Support, including, without limitation,
Compuflight, are intended third party beneficiaries of this Agreement.

14. ENTIRE AGREEMENT

14.1 This Agreement and the exhibits hereto constitute the entire
agreement between the parties and there are no representations, warranties or
commitments except as set forth herein. This Agreement supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral, of the parties hereto relating to the matters covered by this Agreement.
This Agreement may be amended only by a writing executed by the parties hereto.

15. BINDING AGREEMENT: NO ASSIGNMENT

15.1 This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto; provided, however,
that the obligations of tbe Representative under this Agreement shall not be
delegated without the prior written consent of Support.

16. CANADIAN DOLLARS

16.1 Except as expressly set forth herein or in an exhibit hereto,
all dollar amounts expressed herein are Canadian dollars.

17. COUNTERPARTS

17.1 This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

18. FACSIMILE SIGNATURES

18.1 Signatures transmitted by facsimile transmission shall be
deemed original signatures.

19. HEADINGS

19.1 The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first above written.

NAVTECH SYSTEMS SUPPORT INC.

By: /s/ Kennith M. Snyder
- -------------------------

RAY ENGLISH & ASSOCIATES, INC.

By: /s/ R. F. English
- ---------------------
Raymond F. English, President

AS TO PARAGRAPH 6 ONLY

/s/ R. F. English
- -----------------

RAYMOND F. ENGLISH , Individually

Witnessed

/s/ Dennis L. Metherell
- -----------------------
Secretary

<PAGE>

EXHIBIT A

The fifth anniversary of the date of the Agreement.

<PAGE>

EXHIBIT B

1. DESCRIPTION OF SERVICES.

During the Engagement Period, the Representative shall perform the
following consulting and marketing Services for Support and, at the request of
Support, for Compuflight, Inc. and the respective subsidiaries, parents and
affiliates of Support and Compuflight (collectively "Affiliates"):

(a) Developing and implementing a marketing program for the services
and products of Support, Compuflight and Affiliates to customers and potential
customers, including, without limitation, Delta Airlines ("Delta"), Federal
Express ("Federal") and Transquest.

(b) Making introductions to, or otherwise initiating and expanding
service, licensing and sales relationships with, new customers and existing
customers, respectively;

(c) Other consulting and marketing services as requested by Support,
Compuflight or Affiliates. Without limiting the generality of the foregoing,
during period from June 1st 1995 through August 31st 1995, the Representative
shall provide the following specific services with regard to Delta, Federal and
Transquest (the "Initial Services"):

(a) Assess the current business situation with Delta and Transquest as
regards Nextplan.

(b) Perform a total account review for Phase One and establish ground
rules for Phase Two.

(d) Assess and develop a proposal for the joint marketing of Support
services with Delta for the Contract Carrier Program.

(e) Identify new business opportunities in the Transquest project.

(f) Enhance the reputation of Support with Transquest.

(g) Prepare a business plan for the purpose of relationship management
with Delta/Transquest.

(h) Prepare a sales plan for Federal and develop a partnering
relationship with SSDS.

(i) Outline the structure for a consultive selling organization.

(j) Test the concept of consultive selling.

(k) Obtain Delta's commitment to Support to add three to five Support
employees to the Nextplan contract.

<PAGE>

2. PROVISION OF SERVICES.

(a) In generally rendering Services under the Agreement, the
Representative shall provide the services of Raymond F. English ("English") and
any other employees of the Representative approved in writing by Support;
provided, however, that, in rendering the Initial Services, the Representative
shall provide the services of an account manager approved in writing by Support
(the "Account Manager").

(b) Prior to each instance of initiating contact with an existing or
potential new customer of Support (other than Delta, Federal or Transquest), the
Representative shall obtain Support's written approval therefor.

(d) The Representative shall provide the Services of an Account
Manager for a minimum of twenty (20) hours of service per week during the
Initial Services Period.

3. STATUS REPORTS/MEETINGS.

During the Engagement Period, the Representative shall provide to the President
of Support or his designee status reports and time sheets at least once every
week detailing the Services provided under the Agreement. In addition, English,
on behalf of the Representative, shall meet with the President of Support or his
designee on a weekly basis with regard thereto.

4. NATURE OF SERVICES TO COMPUFLIGHT AND ITS AFFILIATES.

In the event the Representative provides Services to Compuflight or Affiliates
hereunder, the nature and mode of such Services shall be, unless otherwise
directed by Support, the same as that provided to Support hereunder.

<PAGE>

EXHIBIT C

1. FEE COMPENSATION.

(a) BASE MONTHLY FEE. In consideration of the provision of Services
under and in accordance with the terms and conditions of the Agreement,
including Exhibit B thereto, the Representative shall be entitled to receive a
base fee of Eleven Thousand Dollars ($11,000 US) per month (the "Base Monthly
Fee").

(b) ADDITIONAL MONTHLY FEE. In addition to the Base Monthly Fee, in
consideration of the provision of the Initial Services in accordance with the
terms and conditions of the Agreement, including Exhibit B thereto, during the
Initial Services Period, the Representative shall be entitled to receive an
additional fee of Four Thousand United States Dollars (US$4,000) per month.

2. COMMISSIONS. In addition to the Compensation described in Paragraph 1
of this Exhibit C, the Representative shall be entitled to receive a Commission
equal to:

(a) ten percent (10%) of Representative-Marketing Net Receipts
collected by Support from the licensing of technology to a particular customer
pursuant to a Business Agreement; and

(b) Ten percent (10%) of Representative-Marketing Net Receipts
collected by Support from the provision of services to a particular customer
pursuant to a Business Agreement.

3. FINDERS FEES. In addition to the Compensation described in Paragraph
1 of this Exhibit C, the Representative shall be entitled to receive a Finder's
Fee equal to two percent (2%) of Representative-Introduction Net Receipts
collected by Support from the licensing of technology or provision of services
to a particular customer pursuant to a Business Agreement.

<PAGE>
4. OFFSETS FOR DEBTS AND OBLIGATIONS TO SUPPORT.

(a) Support shall have the right to offset the sum of three Thousand
Five Hundred Dollars ($3,500) per month against any Compensation otherwise
payable under the Agreement as a payment of amounts due under and pursuant to
the terms of that Promissory Note, dated July 15, 1995, in the principal amount
as stated in the promissory note issued by the Representative to Support (the
"Note").

(b) In addition thereto, Support shall have the right to offset
amounts equal to the following percentages of any Commissions and/or Finder's
Fees otherwise due under this Exhibit C against any Compensation otherwise
payable under the Agreement as a payment of amounts due under and pursuant to
the terms of the Note:

AMOUNT OF COMMISSIONS PERCENTAGE

AND/OR FINDER'S FEES SUBJECT TO OFFSET

Initial Ten Thousand Dollars Fifteen percent (15%)
($10,000) per Contract Year

Next Ten Thousand Dollars Twenty percent (20%)
($10,000) per Contract Year

Excess over Twenty Thousand Dollars Twenty-fivepercent (25%)
($20,000) per Contract Year

(c) In the event of a default under the Note, Support shall have the
right to offset any or all of the amounts due thereunder against any and all
Compensation otherwise payable under the Agreement.

<PAGE>

EXHIBIT D

KEY EMPLOYEE

Raymond F. English

<PAGE>

EXHIBIT E

One Hundred Thirty-Two Thousand Dollars ($132,000)

<PAGE>
Exhibit 10(M) Prommissory Note dated as of July 15, 1995 payable
By Ray English and Associates Inc. in the principal
amount of $750,000

$750,000 July 15, 1995
PROMISSORY NOTE

FOR VALUE RECEIVED, RAY ENGLISH & ASSOCIATES, INC., an Ontario corporation (the
"Maker"), having an address as indicated under its name, hereby promises to pay
on July 15, 2005 (the "Maturity Date"), or sooner as hereinafter provided, to
the order of NAVTECH SYSTEMS SUPPORT INC. (the "Payee") at its offices at 550
Parkside Drive, Unit A1, Waterloo, Ontario, Canada N2L 5V4, or at such other
place as the holder hereof may form time to time designate in writing, in
immediately available funds, the principal sum of SEVEN HUNDRED FIFTY THOUSAND
DOLLARS ($750,000), and to pay interest thereon as hereinafter provided.
Interest on the unpaid principal balance (the "Interest Rate") equal to five
percent (5%). Interest on the outstanding principal balance of this Note shall
be payable in arrears at the Interest Rate, computed on a 360-day basis (i.e.,
interest foe each day during which any principal amount of this Note is
outstanding shall be payable computed at the Interest Rate divided by 360) and
shall be payable annually on each anniversary date of the date hereof until this
Note is paid in full.

Notwithstanding the foregoing, amounts due hereunder shall be payable sooner to
the extent provided for in that certain Consulting and Marketing Agreement of
even date herewith between the Maker and the Payee.

In addition, if the maker shall (I) fail to make any payment provided by
hereunder when due; (ii) admit in writing its inability to pay its debts as they
mature; (iii) make a general assignment for the benefit of creditors; (iv) be
adjudicated a bankrupt or insolvent; (v) file a voluntary petition in b
bankruptcy or a petition or an answer seeking an arrangement with creditors;
(vi) take advantage of any bankruptcy, insolvency or readjustment of debt law or
statue or file an answer admitting the material allegation of a petition filed
against it in any proceeding under any such law; or (vii) have entered against
it under any bankruptcy act (each of the foregoing constituting a "Default"),
then and in each and every such event, the Payee may, by written notice to the
Maker, declare the entire unpaid principal amount of this Note then outstanding
plus accrued interest to be forthwith due and payable whereupon the same shall
become forthwith due and payable.

The Maker may prepay the principal amount of this Note in whole, or in par, form
time to time, without premium or penalty, provided that the Maker pays all
interest accrued with regard to the principal prepaid to the date of prepayment.

<PAGE>

If the Maker shall fail to pay when due, whether following a Default or
otherwise, all or any portion of the principal amount hereof, notwithstanding
anything herein to the contrary, any such unpaid mount shall bear interest for
each day form the date was so due until paid in full, at a rate per annum, equal
to six (6) percentage points in excess of the Interest Rate, payable on demand.

Notwithstanding anything to the contrary contained in this Note, the rate of
interest payable on this Note shall never exceed the minimum rate of interest
permitted under applicable law.

This Note may not be waived, changed, modified or discharged orally, but only by
an agreement in writing, signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

Should the indebtedness represented by this Note or any part thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceedings (whether at the trial or appellate level), or should this Note be
placed in the hands of any agent or attorneys for collection upon a Default or
following the Maturity Date, the Maker agrees to pay, in addition to all other
amounts due and payable hereunder, all costs and expenses of collection or
attempting to collect this Note, including attorneys' fees.

The Maker and any endorsers hereof, for themselves and their respective
representatives, successors and assigns, expressly waive presentment, protest,
notice of protest, and diligence in collection.

Any notice, demand or request relating to any matter set forth herein shall be
in writing and shall be deemed effective when hand delivered, when mailed,
postage prepaid, by registered or certified mail, return receipt requested, or
by overnight mail, or when sent by facsimile transmission to either the Maker or
the Payee at its address stated herein or at such other address as such party
shall have notified the other in writing as aforesaid.

Notwithstanding any other provision of this Note, all payments made hereunder
shall be applied first to payment of sums payable hereunder other than interest
and principal, secondly to interest on the principal balance outstanding
hereunder fro time to time, and thirdly to principle.

The principal sum shall be $750,000 as shown on the books of NAVTECH SYSTEMS
SUPPORT INC. as of 31 March 1994. The Interest Rate shall be 5% per annum, and
shall accrue from 01 April 1994. The Principal Sum shall increase form time to
time by the amounts paid by NAVTECH SYSTEMS SUPPORT INC. To or on behalf of Ray
English or NAVTECH SYSTEMS CONSULTING INC., not including Consulting fees and
not including travel vouchers. The principal sum shall decrease form time to
time by the amounts of the Consulting fees accrued and unpaid from 01 January
1995.

<PAGE>

Ray English & Associates Inc.

/s/ Raymond F. English
------------------------------------------------
Raymond F. English, President
550 Parkside Drive
Unit A2
Waterloo, Ontario N2L 5V4

Witnessed:

/s/ Denis L. Metherell
------------------------------------------------
Secretary

<PAGE>

STOCK OPTION AGREEMENT made as of the 28th day of July, 1995 between
COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and RUSSELL K. THAL
(the "Optionee").

WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;

WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;

NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase shares of Common Stock
of the Company under and pursuant to the terms and conditions of the Company's
1995 Stock Option Plan (the "Plan") and upon the following terms and conditions:

1. GRANT OF OPTION. Subject to stockholder approval of the Plan in
accordance with the provisions thereof (including, without limitation, approval
of a Certificate of Amendment to the Certificate of Incorporation of the Company
providing for an increase in the number of shares of Common Stock authorized to
be issued by the Company) ("Stockholder Approval"), the Company hereby grants to
the Optionee the right and option (the "Option") to purchase up to two
hundred fifty thousand (250,000) shares of Common Stock of the Company (the
"Option Shares") during the following periods:

(i) one hundred ninety thousand (190,000) shares commencing
upon Stockholder Approval and terminating at 5:00 P.M., New York City time, five
(5) years from the date hereof (the "Expiration Date"); and

(ii) an additional sixty thousand (60,000) shares commencing one
(1) year from the date hereof (except that, if Stockholder Approval is obtained
during 1996, then commencing on January 1, 1997) and terminating at 5:00 P.M.,
New York City time, on the Expiration Date.

Notwithstanding the foregoing, in the event (a) the closing bid price
for the Company's shares of Common Stock shall equal or exceed three dollars
($3.00) per share (subject to anti-dilution adjustment for certain events such
as stock splits and reverse stock splits, as provided for in the Plan), or (b) a
"change in control" of the Company or "business combination" (as such terms are
defined below), shall occur, subject to Stockholder Approval, the Option shall
become immediately exercisable in full.

As used in this Agreement, a "change in control" shall only be deemed
to have occurred if any "person" (as such term is

<PAGE>

defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) hereafter becomes the "beneficial owner" (as such term is defined
in Rule 13d-3, promulgated under the 1934 Act) of securities of the Company
representing more than fifty percent (50%) of the Company's then outstanding
securities having the right to vote on the election of directors (calculated in
accordance with the provisions of Rule 13d-3) ("Voting Securities"), except that
changes in direct or indirect ownership of Company securities resulting from or
relating to the following shall not be considered to be or result in a "change
in control":

(i) transfers by Ray English and Associates ("RE&A") or Dorothy A.
English (collectively, the "Beneficial Owners") to Dorothy A. English,
as Voting Trustee under that certain Voting Trust Agreement dated July
15, 1995 (the "Voting Trustee"), or from the Voting Trustee to either
or both of the Beneficial Owners;

(ii) transfers by the Voting Trustee to any successor voting trustee;
or

(iii) transfers by RE&A to any "affiliate" thereof (as such term is
defined in Rule 405, promulgated under the Securities Act of 1933, as
amended).

As used in this Agreement, the term "business combination" shall mean
any sale by the Company of all or substantially all of its assets or any merger
or consolidation to which the Company is a party (other than one consummated for
the purpose of changing the Company's domicile or one following which the
stockholders of the Company retain or obtain at least fifty percent (50%) of the
Voting Securities of the surviving or consolidated entity or the parent
thereof).

2. NATURE OF OPTION. The Option is intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended,
relating to "incentive stock options".

3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be sixty two and one-half cents ($.625) (the "Option Price").

4. EXERCISE OF OPTIONS. The Option shall be exercised in
accordance with the provisions of the Plan. Subject to the provisions of the
Plan, as soon as practicable after the receipt of notice of exercise and payment
of the Option Price as provided for in the Plan, the Company shall tender to the
Optionee certificates issued in the Optionee's name evidencing the number of
Option Shares covered thereby.

<PAGE>

5. TRANSFERABILITY. The Option shall not be transferable other than
by will or the laws of descent and distribution and, during the Optionee's
lifetime, shall not be exercisable by any person other than the Optionee.

6. TERMINATION OF EMPLOYMENT. In the event the Option becomes
exercisable, in whole or in part, whether through the passage of time or
acceleration, it shall remain exercisable to such extent until the Expiration
Date notwithstanding any subsequent termination of employment by the Optionee
with the Company or any subsidiary for any reason whatsoever.

7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan
are hereby incorporated by reference and made a part hereof.

8. NOTICES. Any notice or other communication given hereunder shall
be deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 550 Parkside
Drive, Unit A1, Waterloo, Ontario, Canada N2L 5V4, Attention: President and to
the Optionee at the address indicated below. Notices shall be deemed to have
been given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.

9. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

10. ENTIRE AGREEMENT. This Agreement, together with the Plan,
contains the entire understanding of the parties hereto with respect to the
subject matter hereof and may be modified only by an instrument executed by the
party sought to be charged.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

COMPANY:

COMPUFLIGHT, INC.

By:
----------------------------------

OPTIONEE:

-------------------------------------
Signature of Optionee

<PAGE>

Russell K. Thal
-------------------------------------
Name of Optionee

-------------------------------------
Address of Optionee

<PAGE>

STOCK OPTION AGREEMENT made as of the 28th day of July, 1995 between
COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and DOROTHY A.
ENGLISH (the "Optionee").

WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;

WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;

(i) one hundred ninety thousand (190,000) shares commencing upon
Stockholder Approval and terminating at 5:00 P.M., New York City time, five (5)
years from the date hereof (the "Expiration Date"); and

(ii) an additional sixty thousand (60,000) shares commencing one
(1) year from the date hereof and terminating at 5:00 P.M., New York City time,
on the Expiration Date.

<PAGE>

owner" (as such term is defined in Rule 13d-3, promulgated under the 1934 Act)
of securities of the Company representing more than fifty percent (50%) of the
Company's then outstanding securities having the right to vote on the election
of directors (calculated in accordance with the provisions of Rule 13d-3)
("Voting Securities"), except that changes in direct or indirect ownership of
Company securities resulting from or relating to the following shall not be
considered to be or result in a "change in control":

(ii) transfers by the Voting Trustee to any successor voting trustee;
or

(iii) transfers by RE&A to any "affiliate" thereof (as such term is
defined in Rule 405, promulgated under the Securities Act of 1933, as
amended).

2. NATURE OF OPTION. The Option is not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended,
relating to "incentive stock options".

3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be sixty two and one-half cents ($.625) (the "Option Price").

<PAGE>

7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan
are hereby incorporated by reference and made a part hereof.

8. NOTICES. Any notice or other communication given hereunder shall
be deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 99 Seaview
Boulevard, Port Washington, New York 11050, Attention: Chairman of the Board and
to the Optionee at the address indicated below. Notices shall be deemed to have
been given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.

9. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

COMPANY:

COMPUFLIGHT, INC.

By:
-----------------------------

OPTIONEE:

--------------------------------
Signature of Optionee

Dorothy A. English
--------------------------------
Name of Optionee

--------------------------------
Address of Optionee

<PAGE>

STOCK OPTION AGREEMENT made as of the 28th day of July, 1995 between
COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and DENIS L.
METHERELL (the "Optionee").

WHEREAS, the Optionee is an employee and Director of the Company or a
subsidiary thereof;

WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;

1. GRANT OF OPTION. Subject to stockholder approval of the Plan in
accordance with the provisions thereof (including, without limitation, approval
of a Certificate of Amendment to the Certificate of Incorporation of the Company
providing for an increase in the number of shares of Common Stock authorized to
be issued by the Company) ("Stockholder Approval"), the Company hereby grants to
the Optionee the right and option (the "Option") to purchase up to one
hundred thousand (100,000) shares of Common Stock of the Company (the "Option
Shares") during the period commencing upon Stockholder Approval and terminating
at 5:00 P.M., New York City time, five (5) years from the date hereof (the
"Expiration Date").

2. NATURE OF OPTION. The Option is intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended,
relating to "incentive stock options".

3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be sixty two and one-half cents ($.625) (the "Option Price").

<PAGE>

6. TERMINATION OF EMPLOYMENT OR DIRECTORSHIP. In the event the
Option becomes exercisable, it shall remain exercisable until the Expiration
Date notwithstanding any subsequent termination of the Optionee's employment or
directorship with the Company or any subsidiary for any reason whatsoever.

7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan
are hereby incorporated by reference and made a part hereof.

8. NOTICES. Any notice or other communication given hereunder shall
be deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 99 Seaview
Boulevard, Port Washington, New York 11050, Attention: Chairman of the Board and
to the Optionee at the address indicated below. Notices shall be deemed to have
been given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.

9. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

COMPANY:

COMPUFLIGHT, INC.

By:_____________________________

OPTIONEE:

________________________________
Signature of Optionee

Denis L. Metherell
--------------------------------
Name of Optionee

________________________________
Address of Optionee

<PAGE>
Exhibit 10(Q) Key Advisor Agreement dated as of October 1, 1995 between
Compuflight, Inc. and Kenneth M. Snyder

KEY ADVISOR AGREEMENT

KEY ADVISOR AGREEMENT ("Agreement") made as of October 1, 1995 between
COMPUFLIGHT, INC., a company incorporated under the laws of the State of
Delaware with offices at 99 Seaview Boulevard, Port Washington, New York 11050
("Compuflight"), and KENNETH SNYDER, whose address is Unit 12, 132 Brighton
Street, Waterloo, Ontario, Canada N2J 4S5 (the "Representative").

Compuflight desires to engage the Representative to perform certain
consulting, advisory, marketing and corporate finance services, and the
Representative desires to perform such services, on the terms and conditions
hereinafter set forth.

1. ENGAGEMENT; TERM

1.1 Compuflight hereby engages the Representative to perform, and the
Representative hereby agrees to perform, certain consulting, advisory, marketing
and corporate finance services on behalf of Compuflight, on the terms and
conditions of this Agreement, for a period commencing on the date hereof and
ending at the close of business on the date set forth on Exhibit A attached
hereto, subject to extension as set forth in Exhibit A (as extended, the
"Engagement Period"), unless terminated sooner as set forth in paragraph 8
hereof.

2. DUTIES AND SERVICES

2.1 During the Engagement Period, the Representative shall provide
those certain consulting, advisory, marketing and corporate finance services to
Compuflight set forth on Exhibit B attached hereto (the "Services"). The
Representative agrees to devote such time and effort, and assign such resources
as set forth on Exhibit B, as is required to perform the Services hereunder.
All Services required hereunder shall be performed to the best of the
Representative's abilities and to Compuflight's satisfaction, and shall be of
the highest professional standards. In providing Services hereunder, the
Representative shall be subject to the direction of the Chairman of the
Executive Committee of Compuflight (or, if there is no Executive Committee, then
the Chairman of the Board of Directors of Compuflight) or his designee. The
Representative acknowledges and agrees that his engagement hereunder is on a
non-exclusive basis. Accordingly, Compuflight may utilize its own employees,
and may engage and utilize other independent contractors, to provide consulting,
advisory, marketing and/or corporate finance services on its behalf.

<PAGE>

3. COMPENSATION; EXPENSE REIMBURSEMENT

3.1 As sole compensation (the "Compensation") for the
Representative's Services during the Engagement Period and in consideration of
the Representative's representations, warranties and covenants herein,
Compuflight shall pay to the Representative a certain sum in accordance with the
Compensation schedule set forth on Exhibit C attached hereto, subject to the
provisions of this paragraph 3.

3.2 In the event that any of the Compensation involves the payment of
a finder's fee ("Finder's Fee") to the Representative, such Finder's Fee shall
be based on "Representative-Introduction Proceeds" to Compuflight, which term
shall mean monies actually received by Compuflight from equity and/or debt
financings, provided that Compuflight's initial business meeting with the
provider of the financing (the "Lender") (the "Initial Business Meeting")
resulted solely and directly from the Representative's efforts performed on or
after the date hereof on behalf of Compuflight and the Representative materially
assisted in the negotiation, consummation and implementation of the transaction.

3.3 No Finder's Fee shall be payable under this Agreement with
respect to a particular Lender unless the Initial Business Meeting is held, and
the funds are received, during the Engagement Period.

3.4 Finder's Fees shall be payable by wire transfer or certified
check contemporaneous with the receipt of Compuflight of the financing proceeds.

3.5 Notwithstanding the foregoing, in the event, as of any
Compensation payment date, there is then payable by the Representative to
Compuflight any amount relating to any obligation, Compuflight shall have the
right to offset the amount of such obligation against any Compensation otherwise
payable to the Representative.

3.6 Nothing contained herein shall require Compuflight to consent or
agree to any particular transaction with any potential Lender and Compuflight
shall have the right, in its sole discretion, to reject any and all proposals
and transactions, and to refuse to initially meet with or negotiate, and/or
terminate discussions or negotiations, at any time regardless of the terms
thereof. In such event, the Representative shall not be entitled to any
Finder's Fee with regard to the proposed transaction.

3.7 The Representative shall be entitled to be reimbursed by
Compuflight for all reasonable and necessary expenses incurred for and on behalf
of Compuflight in the performance of his duties under this Agreement, including
those incurred for travel and accommodations if he is required to perform any of
his duties away from his primary place of residence, but excluding any incurred
in

<PAGE>

connection with seeking to obtain financing for Compuflight. All reimbursable
expenses must be documented and submitted with appropriate receipts in
accordance with Compuflight's normal expense policies.

3.8 The Representative shall not be entitled to any additional
compensation for service as a director of Compuflight or any subsidiaries,
parents or affiliated entities of Compuflight in existence from time to time
(collectively "Affiliates"), including without limitation, Navtech Systems
Support Inc. ("Support") and all subsidiaries, parents and affiliated entities
of Support in existence from time to time.

4. Representations and Warranties of the Representative

4.1 The Representative represents and warrants to Compuflight that
(a) he has received all authorizations, permits and licenses necessary to enter
into this Agreement and perform his duties and obligations hereunder, (b) all
Services performed by the Representative under this Agreement shall be performed
in a professional and highly skilled manner and (c) the Representative is not
under any physical or mental disability that would hinder his performance under
this Agreement. In addition, the Representative hereby represents and warrants
to Compuflight that neither the execution of this Agreement nor his performance
hereunder will (a) violate, conflict with or result in a breach of any
provision of, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under the terms, conditions or
provisions of any contract, agreement or other instrument or obligation to which
the Representative is a party, or by which he may be bound, or (b) violate any
order, judgment, writ, injunction or decree applicable to the Representative.

4.2 In the event of a breach of paragraph 4.1, in addition to
Compuflight's right to terminate this Agreement, the Representative shall
indemnify Compuflight and hold it harmless from and against any and all claims,
losses, liabilities and expenses (including legal fees) incurred or suffered in
connection with or as a result of Compuflight's entering into this Agreement or
engaging the Representative hereunder.

4.3 Compuflight represents and warrants to the Representative that
neither the execution of this Agreement nor its performance hereunder will (a)
violate, conflict with or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under the terms, conditions or provisions of any contract,
agreement or other instrument or obligation to which Compuflight is a party, or
by which it is bound or (b) violate any order, judgment, writ, injunction or
decree applicable to Compuflight.

<PAGE>

4.4 In the event of a breach of paragraph 4.3, in addition to the
Representative's right to terminate this Agreement, Compuflight shall indemnify
the Representative and hold it harmless from and against any and all claims,
losses, liabilities and expenses (including legal fees) incurred or suffered in
connection with or as a result of the Representative entering into this
Agreement.

5. [intentionally omitted]

6. RESTRICTIVE COVENANT

6.1 In consideration for the Compensation to be received hereunder by
the Representative and in view of (a) the unique and valuable services it is
expected that the Representative will render and (b) the knowledge of the
Representative of the business, services, customers, trade secrets, and other
proprietary information relating to the business of Compuflight, and its
customers and suppliers, that it is expected the Representative will obtain, the
Representative agrees that he will not, during the Engagement Period, without
the prior written approval of Compuflight, directly or indirectly, anywhere in
the world, whether individually or as a principal, officer, employee, partner,
director, representative or agent of or consultant for any entity, do any of the
following:

(i) engage or participate in the ownership, management, operation
or control of, or otherwise be connected with, a business which is similar to or
competitive with, directly or indirectly, that engaged in by Compuflight at any
time during the Engagement Period and shall not make any investments in any such
similar or competitive entity (except that the foregoing shall not restrict the
Representative from owning not more than five percent (5%) of the outstanding
Common Stock of any corporation, the Common Stock of which is listed on a
national securities exchange of NASDAQ);

(ii) cause or seek to persuade any director, officer, employee,
customer, subscriber, account, agent or supplier of Compuflight to discontinue
the status, employment or relationship of such person or entity with
Compuflight, or to become employed in any activity similar to or competitive
with the activities of Compuflight;

(iii) cause or seek to persuade any prospective customer,
subscriber or account of Compuflight to determine not to enter into a business
relationship with Company;

(iv) hire or retain any director, officer or employee of
Compuflight; or

(v) solicit or cause or authorize to be solicited, for or on
behalf of him or any third party, any business which is competitive, directly or
indirectly, with Compuflight from others who are, at any time during the
Engagement Period, (a) customers, subscribers or accounts of Compuflight, or
(b) prospective customers, subscribers or accounts of Compuflight who are
actively being solicited by Compuflight.

<PAGE>

6.2 (a) The Representative represents that he has been informed that
it is the policy of Compuflight to maintain as secret all confidential
information relating to Compuflight, including, without limitation, any and all
knowledge or information with respect to secret or confidential methods,
processes, plans, materials, customer lists or data, or with respect to any
other confidential or secret aspect of Compuflight's activities, and further
acknowledges that such confidential information is of great value to
Compuflight. The Representative recognizes that, by reason of his engagement by
Compuflight, he has acquired and will acquire confidential information as
aforesaid. The Representative confirms that it is reasonably necessary to
protect Compuflight's goodwill, and, accordingly, hereby agrees that he will
not, directly or indirectly (except where authorized by the Board of Directors
of Compuflight for the benefit of Compuflight), at any time during the term of
this Agreement or thereafter divulge to any person, firm or other entity, or
use, or cause or authorize any person, firm or other entity to use, any such
confidential information.

(b) The Representative agrees that he will not, at any time,
remove from Compuflight's premises any drawings, notebooks, data or other
confidential information relating to the business and procedures heretofore or
hereafter acquired, developed and/or used by Compuflight, except where necessary
in the fulfillment of his duties hereunder.

(c) The Representative agrees that, upon the expiration or
termination of this Agreement for any reason whatsoever, he shall promptly
deliver to Compuflight any and all drawings, notebooks, data and other documents
and material, including all copies thereof, in his possession or under his
control relating to any confidential information or discoveries, or which is
otherwise the property of Compuflight.

(d) For purposes hereof, the term "confidential information"
shall mean all information given to the Representative, directly or indirectly,
by Compuflight and all other information relating to Compuflight otherwise
acquired by the Representative during the course of his engagement by
Compuflight, other than information which (i) was in the public domain at the
time furnished to, or acquired by, the Representative, or (ii) thereafter enters
the public domain other than through disclosure, directly or indirectly, by the
Representative or others in violation of an agreement of confidentiality or
nondisclosure.

6.3 For purposes of this Paragraph 6, the term "Compuflight" shall
mean and include any and all Affiliates including, without limitation, Support
and all subsidiaries, parents and affiliated entities of Support in existence
from time to time.

7. INDEPENDENT CONTRACTOR; INDEMNIFICATION

<PAGE>

7.1 The Representative shall perform the specified Services as an
independent representative, and nothing contained in this Agreement shall be
construed to create or imply a joint venture, partnership, or employment
relationship between Compuflight and the Representative. Without express
written authorization from Compuflight, the Representative shall not take nay
action or permit any action to be taken on its behalf which purports to be done
in the name of or on behalf of Compuflight and shall have no power or authority
to bind Compuflight or to assume or create any obligation or responsibility,
express or implied, on Compuflight's behalf or in its name, nor shall the
Representative represent to anyone that he has such power or authority. The
Representative shall not, in any sense, be considered an employee of
Compuflight, nor shall the Representative be eligible or entitled to any
benefits, perquisites or privileges given or extended to Compuflight's
employees. No oral representations by employees of Compuflight shall have the
effect of overriding this Agreement.

7.2 The Representative agrees to indemnify and hold harmless
Compuflight and its officers, directors and employees from and against any and
all claims, losses, liabilities, expenses and costs (including, without
limitation, legal fees) which they or any of them may suffer or become liable
for as a result of, or in connection with, any representation, express or
implied, of the Representative that it has any authority to bind Compuflight to
any agreement or obligation with any third party or which arise by reason of the
Representative being considered an agent, representative or employee of
Compuflight, including liability for notice of termination or severance pay,
statutory or otherwise. If a competent governmental authority should assert
that Compuflight is responsible for making any source deductions for the
Representative, then Compuflight shall be entitled to commence making any source
deductions from any amounts then payable by Compuflight to the Representative
hereunder. Further, if a competent governmental authority asserts that
Compuflight is retroactively responsible for any of such deductions or other
payments that should have been made but were not made, Compuflight shall be
entitled to make such payments retroactively and to deduct an amount equal to
such payments, together with any and all costs and expenses (including, without
limitation, legal fees) incurred by Compuflight related to such assertions or
deductions, from any amounts then payable by Compuflight to the Representative
hereunder. To the extent that such amounts are not recoverable by Compuflight
by way of set-off as aforesaid, the Representative will promptly indemnify
Compuflight for such amounts following receipt of written demand for the same
from Compuflight.

7.3 The provisions of this Paragraph 7 shall apply to Compuflight's
Affiliates in the same manner as they apply to Compuflight.

8. TERMINATION

<PAGE>

8.1 Notwithstanding anything herein contained, at any time prior to
the end of the Engagement Period, Compuflight shall have the right to
immediately terminate this Agreement for "cause". As used in this Agreement,
"cause" shall include, but not necessarily be limited to, (a) the
Representative's commission of any act in the performance of his duties
constituting common law fraud, a felony or other gross malfeasance of duty, (b)
any material misrepresentation or breach of any covenant on the Representative's
part herein set forth, (c) the Representative's engagement in misconduct which
is materially injurious to Compuflight or its Affiliates, (d) the appointment
of a receiver for any part of the Representative's property, an assignment for
the benefit of the Representative's creditors or the commencement of any
proceedings under any bankruptcy, reorganization or arrangement laws by or
against the Representative, (e) the death of the Representative, or (f) the
mental or physical incapacity of the Representative to provide Services for a
continuous period of three (3) months or for at least seventy-five (75) business
days during any six (6) month period.

9. INJUNCTIVE RELIEF

9.1 The Representative acknowledges and agrees that, in the event he
shall violate any of the restrictions of Paragraph 6 or 7 hereof, Compuflight
will be without an adequate remedy at law and will therefore be entitled to
enforce such restrictions by temporary or permanent injunctive or mandatory
relief in any court of competent jurisdiction without the necessity of proving
damages and without prejudice to any other remedies which it may have at law or
in equity. No bond or other security shall be required to be posted by
Compuflight in connection therewith.

10. NOTICES

10.1 Any notice required or permitted to be given pursuant to this
Agreement shall be deemed to have been duly given when delivered by hand or sent
by certified or registered mail, return receipt requested and postage prepaid,
overnight mail or courier, or telecopier to each party at its address set forth
above, or at such other address as any party shall designate by notice to the
other party given in accordance with this Paragraph 10.

11. GOVERNING LAW

11.1 This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York applicable to agreements
made and to be performed entirely in New York.

12. WAIVER OF BREACH; PARTIAL INVALIDITY

12.1 The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach. If any provision, or part thereof, of

<PAGE>

this Agreement shall be held to be invalid or unenforceable, such invalidity
or unenforceability shall attach only to such provision and not in any way
affect or render invalid or unenforceable any other provisions of this
Agreement, and this Agreement shall be carried out as if such invalid or
unenforceable provision, or part thereof, had been reformed, and any court of
competent jurisdiction is authorized to so reform such invalid or unenforceable
provision, or part thereof, so that it would be valid, legal and enforceable to
the fullest extent permitted by applicable law.

13. THIRD PARTY BENEFICIARIES

13.1 All Affiliates of Compuflight, including, without limitation,
Support, are intended third party beneficiaries of this Agreement.

14. ENTIRE AGREEMENT

15. BINDING AGREEMENT; NO ASSIGNMENT

15.1 This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto; provided, however,
that the obligations of the Representative under this Agreement shall not be
delegated without the prior written consent of Compuflight.

16. UNITED STATES DOLLARS

16.1 Except as expressly set forth herein or in an exhibit hereto, all
dollar amounts expressed herein are United States dollars.

17. COUNTERPARTS

17.1 This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

18. FACSIMILE SIGNATURES

18.1 Signatures transmitted by facsimile transmission shall be deemed
original signatures.

19. Headings

19.1 The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

COMPUFLIGHT, INC.

By: /s/ Russell K.Thal
---------------------------------------------
Russell K. Thal, Chairman of the Board

/s/ Kenneth M. Snyder
---------------------------------------------
Kenneth M. Snyder

<PAGE>

EXHIBIT A

The initial term of this Agreement shall expire on the first anniversary of the
date thereof. The Representative shall have the option to extend the term of
this Agreement for an additional six (6) months (through March 31, 1997), by
giving written notice to Compuflight, no later than August 31, 1996, of the
exercise of such option. In the event the term of this Agreement is extended
pursuant to the foregoing, Compuflight shall have the option to extend the term
of this Agreement for a further six (6) months (through September 30, 1997) by
giving written notice to the Representative, no later than February 28, 1997, of
the exercise of such option.

<PAGE>

EXHIBIT B

1. DESCRIPTION OF SERVICES GENERALLY.

During the Engagement Period, the Representative shall perform the
following consulting, advisory, marketing and corporate finance services for
Compuflight and, at the request of Compuflight, for Support and their respective
Affiliates:

(a) Perform a comprehensive review of Compuflight's business
requirements in order to develop action plans with quantitative goals and
performance indicators for short to medium term implementation;

(b) Advise Compuflight on the implementation of action plans designed
to improve the Company's performance;

(c) Advise Compuflight on the implementation of action plans designed
to improve various aspects of its management processes and use of technology;

(d) Advise Compuflight on strategies and methodologies which may
apply to mergers, acquisitions, teaming arrangements, and corporate finance, and
the effective implementation of various aspects of these strategies and
methodologies which may benefit Compuflight in its planning process; and

(e) Where applicable and upon prior written authorization of
Compuflight management, attempt to bring new sources of debt or equity financing
to Compuflight's consideration.

2. CORPORATE FINANCE SERVICES. Corporate finance activities may
include, but would not be limited to, the negotiation of financing arrangements
and the introduction and implementation of business combinations. The parties
agree that initial corporate finance efforts will be targeted at government
funding initiatives and private capital sources which could assist in furthering
Compuflight's business objectives.

3. DEVOTION OF TIME. During the Engagement Period, the Representative
shall expend at least seventy-five percent (75%) of his working time in the
fulfillment of his duties and obligations under the Agreement.

<PAGE>

4. NATURE OF SERVICES TO COMPUFLIGHT AND ITS AFFILIATES. In the event
the Representative provides Services to Affiliates of Compuflight hereunder,
the nature and mode of such Services shall be, unless otherwise directed by
Compuflight, the same as that provided to Compuflight hereunder.

<PAGE>

EXHIBIT C

1. COMPENSATION. In consideration of the provision of Services under and
in accordance with the terms and conditions of this Agreement, including Exhibit
B thereto, the Representative shall be entitled to receive a fee of Eleven
Thousand Dollars ($11,000) per month (plus any applicable Canadian Goods and
Services Taxes), payable on a weekly basis.

2. FINDER'S FEES. In addition to the Compensation described in Paragraph
1 of this Exhibit C, the Representative shall be entitled to receive a Finder's
Fee equal to five percent (5%) of Representative-Introduction Proceeds;
provided, however, that in no event shall the Representative be entitled to any
Finder's Fee in excess of Seventy-Five Thousand Canadian Dollars (CDN $75,000)
with respect to any particular financing transaction.

<PAGE>

AMENDED AND RESTATED STOCK OPTION AGREEMENT made as of the 9th day of
August, 1995 between COMPUFLIGHT, INC., a Delaware corporation (the "Company"),
and KENNETH SNYDER (the "Optionee").

WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;

WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;

NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase shares of Common Stock
of the Company under and pursuant to the terms and conditions of the Company's
1995 Key Employees and Advisors Stock Option Plan (the "Plan") and upon the
following terms and conditions:

1. GRANT OF OPTION. The Company hereby grants to the Optionee the
right and option (the "Option") to purchase up to three hundred fifty
thousand (350,000) shares of Common Stock of the Company (the "Option Shares")
during the following periods:

(i) two hundred thousand (200,000) shares commencing
immediately and terminating at 5:00 P.M., New York City time, five (5) years
from the date hereof (the "Expiration Date"); and

(ii) an additional one hundred fifty thousand (150,000) shares
commencing one (1) year from the date hereof and terminating at 5:00 P.M., New
York City time, on the Expiration Date.

Notwithstanding the foregoing, in the event (a) the closing bid price
for the Company's shares of Common Stock shall equal or exceed three dollars
($3.00) per share (subject to anti-dilution adjustment for certain events such
as stock splits and reverse stock splits, as provided for in the Plan), or (b) a
"change in control" of the Company or "business combination" (as such terms are
defined below) shall occur, the Option shall become immediately exercisable in
full.

As used in this Agreement, a "change in control" shall only be deemed
to have occurred if any "person" (as such term is defined in Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) hereafter
becomes the "beneficial owner" (as such term is defined in Rule 13d-3,
promulgated under the 1934 Act) of securities of the Company representing more
than fifty percent (50%) of the Company's then outstanding securities having the
right to vote on the election of directors (calculated

<PAGE>

in accordance with the provisions of Rule 13d-3) ("Voting Securities"), except
that changes in direct or indirect ownership of Company securities resulting
from or relating to the following shall not be considered to be or result in a
"change in control":

(ii) transfers by the Voting Trustee to any successor voting trustee;
or

(iii) transfers by RE&A to any "affiliate" thereof (as such term is
defined in Rule 405, promulgated under the Securities Act of 1933, as
amended).

2. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be sixty two and one-half cents ($.625) (the "Option Price").

3. EXERCISE OF OPTIONS. The Option shall be exercised in
accordance with the provisions of the Plan. Subject to the provisions of the
Plan, as soon as practicable after the receipt of notice of exercise and payment
of the Option Price as provided for in the Plan, the Company shall tender to the
Optionee certificates issued in the Optionee's name evidencing the number of
Option Shares covered thereby.

4. TRANSFERABILITY. The Option shall not be transferable other than
by will or the laws of descent and distribution and, during the Optionee's
lifetime, shall not be exercisable by any person other than the Optionee.

5. TERMINATION OF EMPLOYMENT. In the event the Option becomes
exercisable, in whole or in part, whether through the passage of time or
acceleration, it shall remain exercisable to such extent until the Expiration
Date notwithstanding any subsequent termination of the Optionee's employment
with the

<PAGE>

Company or any subsidiary for any reason whatsoever.

6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan
are hereby incorporated by reference and made a part hereof.

<PAGE>

7. REGISTRATION OF OPTION SHARES. The Company agrees to file a
registration statement on Form S-8 with the Securities and Exchange Commission
covering the issuance of the Option Shares pursuant to the Plan.

8. NOTICES. Any notice or other communication given hereunder shall
be deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 99 Seaview
Boulevard, Port Washington, New York 11050, Attention: Chairman of the Board and
to the Optionee at the address indicated below. Notices shall be deemed to have
been given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.

9. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

COMPANY:

COMPUFLIGHT, INC.

By:
----------------------------------

OPTIONEE:

-------------------------------------
Signature of Optionee

Kenneth Snyder
-------------------------------------
Name of Optionee

-------------------------------------
Address of Optionee

<PAGE>

STOCK OPTION AGREEMENT made as of the 9th day of August, 1995 between
COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and DUNCAN MACDONALD
(the "Optionee").

WHEREAS, the Optionee provides consulting services to the Company or a
subsidiary thereof other than in connection with the offer or sale of securities
in a capital raising transaction;

WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;

NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase shares of Common Stock
of the Company under and pursuant to the terms and conditions of the Company's
1995 Key Employees and Advisors Stock Option Plan (the "Plan") and upon the
following terms and conditions:

1. GRANT OF OPTION. The Company hereby grants to the Optionee the
right and option (the "Option") to purchase up to two hundred thousand
(200,000) shares of Common Stock of the Company (the "Option Shares") during the
following periods:

(i) one hundred fifty thousand (150,000) shares commencing
immediately and terminating at 5:00 P.M., New York City time, five (5) years
from the date hereof (the "Expiration Date"); and

(ii) an additional fifty thousand (50,000) shares commencing one
(1) year from the date hereof and terminating at 5:00 P.M., New York City time,
on the Expiration Date.

Notwithstanding the foregoing, in the event (a) the closing bid price
for the Company's shares of Common Stock shall equal or exceed three dollars
($3.00) per share (subject to anti-dilution adjustment for certain events such
as stock splits and reverse stock splits, as provided for in the Plan), or (b) a
"change in control" of the Company or "business combination" (as such terms are
defined below) shall occur, the Option shall become immediately exercisable in
full.

<PAGE>

(ii) transfers by the Voting Trustee to any successor voting trustee;
or

(iii) transfers by RE&A to any "affiliate" thereof (as such term is
defined in Rule 405, promulgated under the Securities Act of 1933, as
amended).

2. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be sixty two and one-half cents ($.625) (the "Option Price").

5. TERMINATION OF CONSULTING SERVICES. In the event the Option
becomes exercisable, in whole or in part, whether through the passage of time or
acceleration, it shall remain exercisable to such extent until the Expiration
Date notwithstanding any subsequent termination of the Optionee's consulting
arrangement

<PAGE>

with the Company or any subsidiary for any reason whatsoever.

6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan
are hereby incorporated by reference and made a part hereof.

<PAGE>

8. NOTICES. Any notice or other communication given hereunder shall
be deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 99 Seaview
Boulevard, Port Washington, New York 11050, Attention: Chairman of the Board and
to the Optionee at the address indicated below. Notices shall be deemed to have
been given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.

9. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

COMPANY:
--------

COMPUFLIGHT, INC.

By:____________________________

OPTIONEE:
---------

________________________________
Signature of Optionee

Duncan Macdonald
--------------------------------
Name of Optionee

________________________________
Address of Optionee

<PAGE>
<ARTICLE> 5

<S> <C>
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<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<CASH> 139,951
<SECURITIES> 0
<RECEIVABLES> 502,540
<ALLOWANCES> 144,500
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0
0
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</TABLE>