MDSI MOBILE DATA SOLUTIONS INC /CAN/
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>ex10_22.txt
<TEXT>
                                                                   EXHIBIT 10.22


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT made to have effect the 12th day of September 2001.

BETWEEN:

          MOBILE DATA SOLUTIONS INC., a Canadian  corporation  having offices at
          10271 Shellbridge Way, Richmond, B.C. V6X 2W8

          (the "Company")

AND:

          Walter J. Beisheim,  a businessman,  residing at 675 Belden Court, Los
          Altos, CA. 94022

          (the "Executive")

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

     WHEREAS,  the Company is in the business (the  "Business")  of  developing,
marketing and implementing mobile workforce management systems.

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

1.   EMPLOYMENT

1.1 The Company  hereby  employs the  Executive to be the Senior Vice  President
Worldwide  Sales and Marketing of the Company and the Executive  hereby  accepts
such employment. The Executive shall report to the President and Chief Executive
Officer of the  Company  and shall  perform  all  duties and have all  authority
incident to the position of Senior Vice  President  of the  Company,  as further
described in the attached  Schedule A, and such additional duties as he may from
time to time be reasonably  required to perform,  including  without  limitation
serving as the Senior Vice  President  Worldwide  Sales and  Marketing  of other
companies  within  the MDSI  group of  companies,  including  MDSI  Mobile  Data
Solutions  Inc.,  and such  additional  authority as he may from time to time be
given, by the President and Chief Executive Officer.

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


<PAGE>


                                      -2-


2.   EXCLUSIVE SERVICE

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

3.   SALARY AND BONUSES

3.1  The Company shall pay the  Executive an annual base salary ("Base  Salary")
     of C$220,000 gross payable bi-monthly.

3.2  An annual  incentive  plan  details  of which  will be worked  out  between
     yourself and the CEO that will provide  additional  earning potential based
     upon the  achievement  of  predetermined  sales  targets  and/or  corporate
     earnings  details to be worked out  between  yourself  and the CEO prior to
     July 1, 2002.

3.3 All  payment  of salary  shall be  subject to  deduction  of all  applicable
deductions required at law or made pursuant to this Agreement.

4.   EXPENSES

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

     i)   reimbursement  for all reasonable and necessary  expenses  incurred by
          the  Executive  in the  conduct  of the  business  of the  Company  in
          accordance with travel and expense policies established by the Company
          from time to time; and

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

5.   STOCK OPTIONS

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

5.2 In  addition,  the Company  will grant the  Executive  an option to purchase
15,000 common shares in the capital of the Company at an exercise price equal to
closing price of Company shares


<PAGE>


                                      -3-


on the TSE on June 24,  2002.  The option to purchase the first  one-quarter  of
these shares shall vest upon the first anniversary date of the date of the grant
and  thereafter,  the  balance  shall  vest pro rata  over a period of 36 months
commencing one month after the first anniversary date of the date of employment.

5.3 The stock options  granted are made in accordance  with the Company's  Stock
Option  Plan  ("the  Plan")  as  amended  from  time  to  time  by the  Company.
Notwithstanding the provisions in the Plan regarding  accelerated vesting in the
event of a Change of Control (as defined in the Plan) or  Terminating  Event (as
defined in the Plan), in the event that a Change of Control or Terminating Event
occurs  only  those  Stock  Options  that would  have  ordinarily  vested to the
Executive  over the next  twelve  months had such  change or event not  occurred
shall become immediately vested and exercisable in accordance with Section 11 of
the Plan.  Further in the event of a Change of Control or Terminating  Event and
the successor entity or new control person(s) of the Company does not:

     i)   grant  substitute  stock options under an existing plan which replaces
          or  assumes  the  remaining  balance  of the  unvested  Stock  Options
          previously granted; or

     ii)  establish a new or  successor  stock option plan and issue new options
          under such plan to replace the remaining balance of the unvested Stock
          Options previously granted;

then the  remaining  balance of such Stock Options  shall  immediately  vest and
become exercisable.

The  terms  of  granting  of these  options  and the  terms  and  conditions  of
exercising are set forth in the Stock Option Plan itself.

5.4 Stock  options  which have  vested may be  exercised  at any time up to five
years from the date of grant.  Those stock  options which have not vested by the
date of termination of the Executive's  employment with the Company shall expire
automatically   as  of  that  date.  Upon   termination  of  his  employment  by
resignation,  the Executive  shall have a period of thirty (30) days in which to
exercise vested share purchase options, failing which those options shall expire
automatically.

6.   VACATION

6.1 The  Executive  shall be  entitled  to four (4)  weeks  vacation  per  annum
commencing 2003 and prorated for the year 2002.

7.   BENEFITS

7.1 The Executive  shall receive those  benefits  (including  medical,  extended
health,  dental,  short and long term  disability,  life  insurance  and  family
assistance) that are provided to Canadian based


<PAGE>


                                      -4-


employees in the Company Employee Benefit Program (the "Program") in effect upon
the  Executive's  employment  date as that Program may be modified  from time to
time. A copy of the Program has been supplied to the Executive who  acknowledges
its receipt.

8.   SICK LEAVE

8.1 If the  Executive  shall,  at any time,  by reason of  illness  or mental or
physical  disability,  be  incapacitated  from  carrying  out the  terms of this
Agreement,  he shall  furnish the Company  with  medical  evidence to prove such
incapacity and the cause thereof,  and shall receive his full salary until short
and long term disability benefits begin.

9.   CONFIDENTIAL INFORMATION

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

9.2 The Executive  recognizes that the Company's  Business and continued success
depend upon the use and  protection of  proprietary  and  confidential  business
information  and that in the  exercise  of his duties  with the  Company he will
develop and receive  information which is proprietary and/or confidential to the
Company and its current or future  subsidiaries and affiliates which information
may include but shall not be limited to: intellectual property;  know-how; trade
secrets  and  processes;  product  specifications;  methods  of doing  business;
information with respect to the Company's organization; information with respect
to the Company's financial affairs and business plans;  information with respect
to the  Company's  pricing  policies;  sales and  marketing  plans;  information
concerning the development of new products and services;  information concerning
any  personnel  of  the  Company  (including,  without  limitation,  skills  and
compensation information);  information with respect to the identity and special
needs of the Company's  customers;  and technical and non-technical data related
to  software  programs,  designs,  specifications,   compilations,   inventions,
improvements,  methods, processes,  procedures and techniques (the "Confidential
Information").

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


<PAGE>


                                      -5-


agrees to deliver to the Company  immediately  upon  termination  of Executive's
employment,  or at  any  time  the  Company  so  requests,  all  tangible  items
containing any Confidential  Information  (including,  without  limitation,  all
memoranda,   photographs,   records,  reports,  manuals,  drawings,  blueprints,
prototypes,  notes taken by or provided to Executive, and any other documents or
items of a  confidential  nature  belonging to the  Company),  together with all
copies of such material in Executive's  possession or control.  Executive agrees
that in the  course  of his  employment  with the  Company,  Executive  will not
violate in any way the rights that any entity has with  regard to trade  secrets
or proprietary or confidential  information.  Executive's obligations under this
Section 9 are  indefinite  in term and shall  survive  the  termination  of this
Agreement.

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

10.  NON COMPETITION

10.1 The Company and the Executive  specifically  agree that during  Executive's
employment  by the  Company  and for a period  expiring  two (2) years after the
termination of Executive's  employment for any reason,  Executive  covenants and
agrees the he will not:

     i) Directly, indirectly, or otherwise, own, manage, operate, control, serve
as a consultant  to, be employed by,  participate  in, or be  connected,  in any
manner,  with the  ownership,  management,  operation or control of any business
that  competes with the Business or that competes with the Company or any of its
affiliates or that is engaged in any type of business  which, at any time during
Executive's  employment  with the Company,  the Company or any of its affiliates
planned to develop.

     ii) Hire,  offer to hire,  entice away or in any other  manner  persuade or
attempt to persuade any officer, Executive or agent of the Company or any of its
affiliates to alter or discontinue a relationship  with the Company or to do any
act  that is  inconsistent  with  the  interests  of the  Company  or any of its
affiliates;

     iii)  Directly  or  indirectly  solicit,  divert,  take away or  attempt to
solicit,  divert  or  take  away  any  customers  of the  Company  or any of its
affiliates; or

     iv) Directly or indirectly solicit, divert, or in any other manner persuade
or attempt to persuade any supplier of the Company or any of its  affiliates  to
alter or discontinue its relationship with the Company or any of its affiliates.


<PAGE>


                                      -6-


10.2 For the purposes of this Section 10,  businesses that are deemed to compete
with  the  Company  include,  without  limitation,  businesses  engaged  in  the
developing,  marketing and implementing mobile workforce management systems. Due
to the nature  and extent of the  Business  of the  Company,  the market for the
Company's products,  the technologies with which the Company is involved and the
fact  that  the  Company  does  business  on  a  global  basis,   the  Executive
acknowledges and agrees the geographic scope of the prohibitions in this Section
10  shall be the  World.  Notwithstanding  Executive's  obligations  under  this
Section 10, Executive will be entitled to own, as a passive investor, up to five
percent (5%) of any publicly traded company without violating this provision.

10.3 The  Executive  and the Company  agree that:  Section 10 does not impose an
undue  hardship on the Executive  and is not injurious to the public;  that this
provision  is  necessary  to  protect  the  business  of  the  Company  and  its
affiliates;  the nature of the  Executive's  responsibilities  with the  Company
under this  Agreement  require  the  Executive  to have  access to  confidential
information which is valuable and confidential to all of the Business; the scope
of this  Section  10 is  reasonable  in terms of length  of time and  geographic
scope;   and  adequate   consideration   supports  this  Section  10,  including
consideration herein.

11.  OWNERSHIP AND USE OF WORK PRODUCTS

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

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

11.3 At any and all times, either during or after termination of the Executive's
employment with the Company, the Executive will promptly,  on the request of the
Company,  perform all such acts and execute and deliver all such  documents that
may be necessary to vest in the Company the entire right,  title and interest in
and to any such Work Product.  Should any services be rendered after termination
of his association  with the Company a reasonable  compensation  will be paid to
the  Executive  upon a per diem basis in addition to reasonable  travelling  and
accommodation expenses incurred as a result of rendering such services.

11.4 The  Executive  hereby  assigns to the Company any rights the Executive may
have or acquire in the Work  Product  and  waives  all  claims  whatsoever  with
respect to the Work Product including


<PAGE>


                                      -7-


any moral rights which he may have or acquire in the Work Product or to its use,
including the right to restrain or claim damages for any distortion,  mutilation
or other modification of the Work Product or any part thereof whatsoever,  or to
restrain  use or  reproduction  of  the  Work  Product  in  any  context,  or in
connection with any product or service.

12.  INVENTIONS AND PATENTS

12.1 For purposes of this Agreement,  "Inventions" includes, without limitation,
information,  inventions,  contributions,  improvements,  ideas, or discoveries,
whether  protectable  or not,  and whether or not  conceived or made during work
hours.  The  Executive  agrees  that  all  Inventions  conceived  or made by the
Executive  during  the  period  of  employment  with the  Company  belong to the
Company,  provided  they grow out of  Executive's  work with the  Company or are
related in some manner to the Business, including, without limitation,  research
and product development, and projected business of the Company or its affiliated
companies. Accordingly, the Executive will:

     (i) Make adequate written records of such Inventions, which records will be
the Company's property;

     (ii) Assign to the Company,  at its request,  any rights the  Executive may
have to such Inventions for the U.S. and all foreign countries;

     (iii) Waive and agree not to assert any moral rights the Executive may have
or acquire in any Inventions and agree to provide  written  waivers from time to
time as requested by the Company; and

     (iv)  Assist the  Company  (at the  Company's  expense)  in  obtaining  and
maintaining patents or copyright registrations with respect to such Inventions.

12.2 The Executive  understands and agrees that the Company or its designee will
determine,  in its sole and  absolute  discretion,  whether an  application  for
patent  will be filed on any  Invention  that is the  exclusive  property of the
Company,  as set forth above,  and whether such an application will be abandoned
prior to issuance of a patent.

12.3 The Executive  further agrees that he will promptly  disclose in writing to
the  Company  during  the term of  Executive's  employment  and for one (1) year
thereafter,  all Inventions whether developed during the time of such employment
or thereafter (whether or not the Company has rights in such Inventions) so that
the  Executive's  rights  and the  Company's  rights in such  Inventions  can be
determined. Except as set forth on the initialed Schedule B (List of Inventions)
to this  Agreement,  if any, the  Executive  represents  and  warrants  that the
Executive  has no  Inventions,  software,  writings or other works of authorship
useful  to the  Company  in  the  normal  course  of the  Business,  which  were
conceived,  made or written  prior to the date of this  Agreement  and which are
excluded from the operation of this Agreement


<PAGE>


                                      -8-


13.  REMEDIES

13.1 The Executive agrees that  Executive's  violation of any of Sections 9, 10,
11 or 12 of this Agreement would cause the Company  irreparable harm which would
not be adequately  compensated by monetary damages and that an injunction may be
granted by any court or courts having  jurisdiction,  restraining  the Executive
from  violation of the terms of this  Agreement,  upon any breach or  threatened
breach of the Executive of the  obligations  set forth in any of Sections 9, 10,
11 or 12. The  preceding  sentence  shall not be  construed to limit the Company
from any other  relief or damages to which it may be entitled as a result of the
Executive's breach of any provision of this Agreement, including Sections 9, 10,
11 or 12. The  Executive  also agrees that a violation of any of Sections 9, 10,
11 or 12 would entitle the Company,  in addition to all other remedies available
at law or equity,  to recover from the Executive  any and all funds,  including,
without  limitation,  wages and salary,  which will be held by the  Executive in
constructive trust for the Company, received by the Executive in connection with
such violation.

14.  TERMINATION OF EMPLOYMENT

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

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

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

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

     iv)  becoming bankrupt or insolvent;

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

14.2 The  Executive  shall be  entitled to  terminate  his  employment  with the
Company,  at will, at any time by giving notice in writing to the Company of not
less than four weeks unless  otherwise  agreed to in writing by the parties.  In
the event the Executive terminates his employment within the first 12 months, he
will  not be  entitled  to any  additional  vacation  pay  and  thereafter,  the
Executive


<PAGE>


                                      -9-


shall be entitled to receive an amount equal to his annual accrued vacation pay,
less any vacation  days actual taken by the  Executive  during the  then-current
year.

14.3 The Company may  terminate  the  employment  of the  Executive  at will and
without  cause at any time upon giving notice in writing to the Executive of not
less  than  twelve  (12)  months  or  payment  in lieu  thereof.  The  Executive
acknowledges  and agrees that he shall not be entitled to any other severance or
termination package in connection with his employment  whatsoever.  In the event
the Executive is terminated  in accordance  with this Section 14.3,  the Company
shall also pay to him any current year accrued vacation standing to his credit.

15.  RESIGNATION AND INDEMNITY

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

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

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

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

15.3 Without limiting the generality of the foregoing of Section 15.2 the costs,
charges and expenses  against which the Company will  indemnify the  Indemnitees
include:

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

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


<PAGE>


                                      -10-


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

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

15.4 If the  Indemnitees  or any one of them are  required  to  include in their
income, or in the income of the estate of the Executive,  any payment made under
this  Section  15 for the  purpose  of  determining  income  tax  payable by the
Indemnitees or any of them or the estate, the Company shall pay an amount by way
of indemnity that will fully  indemnify the Indemnitees or estate for the amount
of all  liabilities  described  in Section  15.2 and Section 15.3 and all income
taxes payable as a result of the receipt of the indemnity payment.

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

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

16.  RETURN OF PROPERTY

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

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

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

17.  SURVIVAL

17.1 Notwithstanding the termination of this Agreement for any reason whatsoever
the provisions of Sections 9, 10, 11, 12 and 15 hereof and any other  provisions
of this  Agreement  necessary to give efficacy  thereto  shall  continue in full
force and effect following such termination.


<PAGE>


                                      -11-


18.  NOTICE

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

TO:     Mobile Data Solutions Inc.
        Suite 1300
        One Pierce Place
        Itasca, Illinois, 60143
        Attn:    President and COO
        Phone:   630-875-2800
        Fax:     630-775-1552

        AND TO: Walter J. Beisheim
                675 Belden Court
                Los Altos, CA 94022

                Phone: 650-949-4084
                Fax:     ___________

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

19.  ENTIRE AGREEMENT

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


<PAGE>


                                      -12-


20.  AMENDMENTS AND WAIVERS

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

21.  BENEFITS OF AGREEMENT

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

22.  SEVERABILITY

22.1 If any provision of this Agreement or compliance by any of the parties with
any  provision of this  Agreement  constitutes  a violation of any law, or is or
becomes  unenforceable or void, then such provision,  to the extent only that it
is in violation of law,  unenforceable  or void, shall be deemed modified to the
extent  necessary so that it is no longer in violation of law,  unenforceable or
void, and such  provision  will be enforced to the fullest  extent  permitted by
law. If such modification is not possible, said provision, to the extent that it
is in violation of law,  unenforceable  or void,  shall be deemed severable from
the remaining provisions of this Agreement, which provisions will remain binding
on the parties.  The Executive  hereby agrees that all  restrictions  herein are
reasonable and valid and all defenses to the strict  enforcement  thereof by the
Company are hereby waived by the Executive.

23.  GOVERNING LAW

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

24.  COPY OF AGREEMENT

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


<PAGE>


                                      -13-


IN WITNESS  WHEREOF the parties have executed  this  Agreement as of the day and
year first above written:

SIGNED, SEALED AND DELIVERED by     )
Walter J. Beisheim                  )
in the presence of:                 )
                                    )
----------------------------        )  /s/ Walter J. Beisheim
Witness                             ---------------------------------------
                                    ) Walter J. Beisheim
----------------------------        )
Address                             )
                                    )
----------------------------        )
Occupation                          )


MOBILE DATA SOLUTIONS INC.


Per:   /s/ Ron Toffolo
       ---------------------------
       Authorized Signatory


<PAGE>


                                      -14-


                                  Schedule "A"

        Job Description: Sr. Vice President Worldwide Sales and Marketing

Purpose:

To establish short-term and long-range objectives, plans and policies subject to
the approval of the President and Chief Executive Officer.  To direct all aspect
of the Company's Sales and Marketing strategies.

Duties and Responsibilities:

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

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

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

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

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

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


<PAGE>


                                      -15-


                                  Schedule "B"

                               LIST OF INVENTIONS

                                      None

</TEXT>
</DOCUMENT>
