FULL AND FINAL RELEASE
TO: NAVTECH APPLIED RESEARCH INC., DOROTHY ENGLISH and RAY
ENGLISH AND ASSOCIATES, INC.
-----------------------------------------------------------------------------
WHEREAS:
A. NAVTECH APPLIED RESEARCH INC. ("NARI") is the registered and beneficial
owner of EIGHT HUNDRED AND TWO THOUSAND, SEVEN HUNDRED AND SIXTY-SIX
(802,766) issued and outstanding, fully paid and non-assessable,
Common shares of COMPUFLIGHT, INC. ("Compuflight");
B. Compuflight has changed its name to NAVTECH, INC.;
C. Pursuant to an Escrow Agreement dated June 29, 1998 and made between
Raymond, Dorothy, Ray English and Associates Inc. and Waters & Hastings,
Barristers and Solicitors (the "Escrow Agreement"), the said EIGHT
HUNDRED AND TWO THOUSAND, SEVEN HUNDRED AND SIXTY-SIX (802,766) Common
shares held by NARI in the capital stock of Compuflight were deposited
by Ray English and Associates Inc. with the Escrow Agent, Waters &
Hastings, to be held in trust until such time as the balance of the
payments under a Loan Repayment Agreement dated June 29, 1998 made
between Ray English and Associates Inc. and Raymond had been paid in
full;
D. Notwithstanding the aforementioned Loan Repayment Agreement, Raymond has
agreed to release the said EIGHT HUNDRED AND TWO THOUSAND, SEVEN
HUNDRED AND SIXTY-SIX (802,766) Common shares from the terms and
conditions of the Escrow Agreement subject to the transfer by NARI to
Raymond of ONE HUNDRED AND FIFTY THOUSAND (150,000) Common shares in the
capital stock of Compuflight and the payment of FIFTY THOUSAND
($50,000.00) DOLLARS in full satisfaction of the outstanding debt
forming the subject matter of the aforementioned Loan Repayment
Agreement.
E. Raymond has entered into an Agreement dated June 15, 2000 made
among NARI, DOROTHY ENGLISH and Raymond providing for the
release of the said EIGHT HUNDRED AND TWO THOUSAND, SEVEN
HUNDRED AND SIXTY-SIX (802,766) Common shares from the terms
and conditions of the Escrow Agreement subject to the terms
and conditions contained therein (the "Agreement").
IN CONSIDERATION of the transfer to Raymond of the ONE HUNDRED AND FIFTY
THOUSAND (150,000) Common shares held by NARI in the capital stock of
Compuflight pursuant to the Agreement, and other good and valuable consideration
(the receipt and sufficient of which is acknowledged), the undersigned hereby
releases you, your heirs, executors, administrators,
<PAGE>
legal personal representatives and your successors and assigns, from all rights
and interests the undersigned had, or may have had, in the EIGHT HUNDRED AND TWO
THOUSAND, SEVEN HUNDRED AND SIXTY-SIX (802,766) Common shares in the capital
stock of Compuflight which were subject to the terms and conditions of a Loan
Repayment Agreement and Escrow Agreement, and from all rights and interests the
undersigned had, or may have had, in the said Loan Repayment Agreement and the
Escrow Agreement.
The provisions hereof shall enure to the benefit of your heirs, executors,
administrators, legal personal representatives, successors and assigns and shall
be binding upon the undersigned, his heirs, executors, administrators and legal
personal representatives.
IN WITNESS WHEREOF the undersigned has hereunto affixed his hand and seal,
the 31st day of August, 2000.
SIGNED, SEALED & DELIVERED )
in the presence of )
)
/s/ Cynthia L. Hastings )
----------------------- )
As to R.H. Waters ) /s/ R. H. Waters
) -------------------
Raymond English by his power of attorney
Robert H. Waters
<PAGE>
