MDSI MOBILE DATA SOLUTIONS INC /CAN/
EXCHANGE AGREEMENT DATED JUNE 26, 2002
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>3
<FILENAME>ex10_24.txt
<DESCRIPTION>EXCHANGE AGREEMENT DATED JUNE 26, 2002
<TEXT>
                                                                   EXHIBIT 10.24



                               EXCHANGE AGREEMENT

     THIS EXCHANGE  AGREEMENT (the  "Agreement")  is made and entered into as of
the 26th of June,  2002,  by and among (i) MDSI Mobile Data  Solutions,  Inc., a
Canadian corporation ("MDSI"); (ii) Richard S. Waidmann ("Waidmann") and Eric Y.
Miller ("Miller," and collectively with Waidmann, the "Shareholders"), residents
of  the  State  of  Missouri;  and  (iii)  Connectria  Corporation,  a  Missouri
corporation ("Connectria").

                                    RECITALS

     A.   Pursuant to an Agreement and Plan of  Reorganization,  dated as of May
9, 2000 (the "Reorganization  Agreement"),  MDSI acquired all of the outstanding
voting  securities  of  Connectria  by a merger of a subsidiary of MDSI with and
into Connectria as the surviving  corporation (the "Merger") in a reorganization
pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code").

     B.   The  Shareholders,  who  collectively  owned 97.6% of the  outstanding
common  stock  of  Connectria  immediately  prior  to the  Merger,  received  an
aggregate of 824,700 shares of common stock of MDSI as the consideration for the
Merger (the "MDSI Shares").

     C.   MDSI  and  the  Shareholders  have  reached  a  mutual   understanding
concerning  the unwinding of MDSI's  acquisition  of  Connectria,  through (i) a
distribution  by MDSI to the  Shareholders  of one hundred percent (100%) of the
outstanding  voting  securities  of  Connectria  and  (ii) the  transfer  by the
Shareholders to MDSI of the MDSI Shares, in a transaction intended to qualify as
a tax-deferred transaction pursuant to Section 355 of the Code.

     D.   MDSI  and the  Shareholders  have  reached  additional  understandings
concerning (a) the terms of a mutual release among the parties, (b) the existing
indebtedness of Connectria to MDSI, (c) certain indebtedness of the Shareholders
to MDSI, (d) the options for common stock of MDSI held by the Shareholders,  and
(e) certain other matters,  all as more specifically set forth in this Agreement
or in the other  agreements  having  their  forms  attached  as exhibits to this
Agreement.

     NOW, THEREFORE,  in consideration of these premises,  the  representations,
warranties,  covenants  and  agreements  herein  contained,  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  hereby  are
acknowledged, the parties hereto agree as follows:

     1.   Amendment of Connectria's Articles of Incorporation and Bylaws. Within
five (5) days after the date of this Agreement,  MDSI shall take all appropriate
action to cause Article III of the Articles of Incorporation of Connectria to be
amended (i) to authorize  the issuance of up to one hundred  thousand  (100,000)
shares of preferred stock, par value .01 per share (the "Preferred Stock"),  and
(ii) to  authorize  the Board of  Directors  of  Connectria,  by  resolution  or
resolutions,  at any time and from time to time,  to divide and establish any or
all of the  unissued  shares of  Preferred  Stock into one or more  series  and,
without  limiting the  generality  of the  foregoing,  to fix and  determine the
designation of each such share, the number of shares which shall constitute such
series and certain powers,  preferences and relative participating,  optional or
other special rights and  qualifications,  limitations  and  restrictions of the
shares of each series so


<PAGE>

established (such amendment, the "Charter Amendment").  In addition, the parties
hereto  shall  cause the  bylaws of  Connectria  to be  amended to include a new
Article __ containing  restrictions on the transferability of shares of stock of
Connectria,  such Article to be in form and substance  mutually  satisfactory to
the parties hereto.

     2.   Establishment  of Series of Nonvoting  Preferred  Stock.  Concurrently
with or  immediately  following the proper filing of the Charter  Amendment with
the office of the Secretary of State of Missouri, MDSI shall cause Connectria to
establish,  by all appropriate board action, a series of Preferred Stock, with a
maximum issue of 50,380 shares, to be known as the "Series A Nonvoting Preferred
Stock," and having the  preferences  and relative  rights,  and  qualifications,
limitations and restrictions,  set forth in Exhibit A attached to this Agreement
(the "Series A Designations").

     3.   Capital  Contributions and Warrant.  Immediately  following the proper
filing of the Series A Designations with the office of the Secretary of State of
Missouri, MDSI shall take all appropriate action to contribute to the capital of
Connectria  the principal  amount of the $2,519,000  indebtedness  of Connectria
(the "Contributed Debt"). In recognition of such contribution,  MDSI shall cause
Connectria  to issue to MDSI a warrant to purchase up to 50,380 shares of Series
A Nonvoting  Preferred Stock,  such warrant to have the exercise price,  rights,
expiration  date and  other  terms  set  forth in  Exhibit  B  attached  to this
Agreement (the "Warrant").  Concurrently therewith, MDSI shall contribute to the
capital of  Connectria  all of MDSI's  right,  title and  interest in and to its
notes  receivable  from Waidmann (in the principal  amount of $150,000) and from
Miller (in the principal  amount of $100,000),  and no additional  securities of
Connectria shall be issued to MDSI in respect of such contribution.

     4.   Working Capital Loan and Services Agreement.  Immediately prior to the
Closing (as defined in Section 5 below), MDSI shall take the following actions:

          (a)  MDSI  shall  lend  to  Connectria  the sum of Two  Hundred  Fifty
Thousand Dollars  ($250,000),  which loan (i) shall be evidenced by a promissory
note of Connectria having the interest rate, repayment terms and other terms set
forth in Exhibit C attached to this Agreement (the "MDSI Note"),  and (ii) shall
be secured by a security  interest  in the assets of  Connectria  which shall be
subordinate   and  junior  in  right  of  payment  to  any  present  and  future
indebtedness of Connectria for borrowed money to a financial  institution taking
a  security  interest  or  other  lien on  substantially  all of the  assets  of
Connectria,  pursuant to a Subordinated  Security Agreement in the form attached
as Exhibit D to this Agreement (the "Subordinated Security Agreement").

          (b)  MDSI and  Connectria  shall enter into an  agreement  for hosting
services to be provided by Connectria  to MDSI (and  providing for the return of
certain servers and accounting  systems from Connectria to MDSI),  having a term
of five (5) years and otherwise  having the terms set forth in a mutually agreed
upon Services  Agreement at terms no less  favorable  than those provided to any
other customer of Connectria for such services, and MDSI shall pay to Connectria
the sum of  $250,000  in  prepayment  of the  services to be provided to MDSI by
Connectria during the term of the Services Agreement.

     5.   Exchange at Closing.  Subject to the terms and conditions set forth in
this  Agreement,  on July 15,  2002 or such  other  date (no later than July 31,
2002) as the parties shall



                                     - 2 -
<PAGE>

agree (the "Closing Date"), the following actions shall be taken concurrently by
the Shareholders and MDSI, such actions to be effective as of June 30, 2002 (the
"Effective Date") (such actions are collectively referred to as the "Closing"):

          (a)  Waidmann   shall   surrender   to  MDSI  for   cancellation   (i)
certificates  representing  549,800 shares of common stock of MDSI ("MDSI Common
Stock")  owned by Waidmann,  and (ii) options to purchase  68,725 shares of MDSI
Common Stock (of a total of 137,450 options held by him).

          (b)  Miller shall surrender to MDSI for  cancellation (i) certificates
representing  274,900  shares of MDSI  Common  Stock  owned by Miller,  and (ii)
options to purchase  34,363  shares of MDSI  Common  Stock (of a total of 68,725
options held by him).

          (c)  In  exchange  for the  shares of MDSI  Common  Stock and  options
therefor  surrendered by Waidmann and Miller,  MDSI shall distribute to Waidmann
4,100,000  shares of common  stock,  par value  $0.01 per share,  of  Connectria
("Connectria Common Stock"),  and shall distribute to Miller 2,050,000 shares of
Connectria Common Stock.

          (d)  Waidmann and Miller shall  resign all  positions  they hold as an
officer or director of MDSI.

          (e)  The parties  hereto  shall enter into (i) a  Confidentiality  and
Noncompetition Agreement in substantially the form attached as Exhibit F to this
Agreement,  pursuant  to which  Connectria  and the  Shareholders  will agree to
refrain  from  competing  with  MDSI for a period of two (2)  years,  and (ii) a
Mutual  Release  in  substantially  the  form  attached  as  Exhibit  G to  this
Agreement.

     6.   Representations  and Warranties of MDSI. To induce the Shareholders to
enter into this  Agreement and to exchange their shares of MDSI Common Stock for
Connectria Common Stock, MDSI hereby represents and warrants to the Shareholders
and Connectria as of the Closing as follows:

          (a)  MDSI is a corporation  duly  organized,  validly  existing and in
good standing under the laws of Canada and has the corporate power and authority
to  execute  and  deliver  this  Agreement  and to  carry  out  its  obligations
hereunder.  The execution  and delivery by MDSI of this  Agreement and the other
agreements,  instruments  and  documents  to be executed  by MDSI in  connection
herewith,  and  the  performance  by  MDSI  of  its  obligations  hereunder  and
thereunder,  have been duly  authorized and approved by all requisite  action of
the Board of Directors of MDSI in accordance with the charter and bylaws of MDSI
and applicable law. This Agreement,  and the other  agreements,  instruments and
documents to be executed by MDSI in  connection  herewith  constitute  and shall
constitute the valid and binding  obligations of MDSI,  enforceable against MDSI
in accordance with their respective terms.

          (b)  Since the Merger,  except for the  amendment  to the  articles of
incorporation  of Connectria  referenced in Section 1 above, no amendment to the
articles of  incorporation or bylaws of Connectria has been effected or approved
by the Board of Directors of MDSI or, to the knowledge of MDSI,  by  Connectria.
To the knowledge of MDSI, MDSI has delivered to the  Shareholders all minutes of
meetings of the Board of Directors and shareholder



                                     - 3 -
<PAGE>

of Connectria since the date of the Merger,  which minutes,  to the knowledge of
MDSI,  contain an accurate  record of all formal  actions  taken by the Board of
Directors and shareholder of Connectria during such period.

          (c)  MDSI is the record and  beneficial  owner of 6,150,000  shares of
common stock of Connectria, all of which are owned by MDSI free and clear of all
liens, security interests, claims, encumbrances,  options, transfer restrictions
and other rights of third parties  claiming by, through or under MDSI. Since the
Merger,  to the knowledge of MDSI,  except as  contemplated  by this  Agreement,
Connectria has not issued or authorized  any  additional  shares of stock of any
class of Connectria,  or granted to any person any option,  warrant,  preemptive
right,  convertible  security or other right to purchase any equity  security of
Connectria,  nor has Connectria granted or authorized any "phantom" stock rights
or similar participation interests in the profits of Connectria.

          (d)  Neither MDSI nor, to the knowledge of MDSI, Connectria is a party
to, subject to or bound by any note, bond, mortgage,  indenture,  deed of trust,
agreement, lien, contract or other instrument or obligation or any statute, law,
rule,  regulation,  judgment,  order,  writ,  injunction or decree of any court,
administrative or regulatory body, governmental agency, arbitrator,  mediator or
similar body, franchise or license,  which would conflict with or be breached or
violated or the obligations  thereunder accelerated or increased (whether or not
with notice or lapse of time or both), by the execution, delivery or performance
by MDSI or Connectria of this Agreement or would prevent the carrying out of the
transactions  contemplated  hereby.  No waiver or consent of any third person or
governmental authority (except for a consent of the Toronto Stock Exchange to be
obtained by the Closing) is required for the execution of this  Agreement or the
consummation  of  the  transactions  contemplated  hereby  by  MDSI  or,  to the
knowledge of MDSI, Connectria.

          (e)  Attached  hereto as  Schedule  6(e) are the  balance  sheet  (the
"Balance Sheet") of Connectria as of May 31, 2002, and the related statements of
income and retained  earnings  for the period ended May 31, 2002  (collectively,
the "Unaudited Financial  Statements").  The Unaudited Financial Statements have
been  prepared  in  accordance  with  the  MDSI's  regular  internal  accounting
practices,  applied  on a  consistent  basis.  To the  knowledge  of  MDSI,  the
Unaudited  Financial  Statements  fairly  present in all  material  respects the
financial  position  and the  results of  operations  and  changes in  financial
position of Connectria for the respective  periods  indicated and do not omit to
state or reflect any material fact concerning  Connectria  required to be stated
or reflected therein or necessary to make the statements therein not misleading.

          (f)  There is no suit, claim, action or proceeding now pending against
MDSI or, to the knowledge of MDSI, against Connectria, or, to the best knowledge
of MDSI,  threatened  against MDSI or Connectria,  nor has MDSI received written
notice that such a suit, claim,  action or proceeding is threatened,  before any
court,  grand jury,  administrative  or regulatory  body,  governmental  agency,
arbitration or mediation panel or similar body, to which MDSI or Connectria is a
party or which may result in any judgment,  order, decree,  liability,  award or
other  determination  which will, or could,  have any material adverse effect on
Connectria or on the transactions contemplated by this Agreement.



                                     - 4 -
<PAGE>

          (g)  Except as set forth on Schedule  6(g)  attached  hereto,  neither
MDSI nor any subsidiary of MDSI is a party to any agreement with Connectria,  or
holds any claim,  debt or other  obligation  of  Connectria  to MDSI or any such
subsidiary,  or furnishes goods or services to Connectria,  or owns or has other
rights with respect to assets that are used by  Connectria in the conduct of its
business.

          (h)  Since the Merger,  to the knowledge of MDSI,  Connectria  has not
paid or  declared  any  dividends  or  other  distributions  in  respect  of the
Connectria Common Stock or entered into any agreement to take any such action.

          (i)  Except for this Agreement,  neither MDSI nor, to the knowledge of
MDSI,  Connectria  is a party  to or  bound  by any  agreement,  undertaking  or
commitment (i) to cause Connectria to merge or consolidate  with, or acquire all
or  substantially  all of the property and assets of, any other  corporation  or
person  or any  division  thereof,  (ii)  to  sell,  lease  or  exchange  all or
substantially  all of the property and assets of Connectria to any other person,
or (iii) respecting any other material transactions  involving Connectria or the
business or assets of Connectria, not in the ordinary course of business.

          (j)  To the knowledge of MDSI, no  representation  or warranty by MDSI
in this Agreement or in any Exhibit,  Schedule,  certificate or other agreement,
instrument or document furnished or to be furnished to the Shareholders pursuant
to this  Agreement  contains or will contain any untrue  statement of a material
fact,  or omits or will omit to state a  material  fact,  necessary  to make the
statements herein or therein not misleading.

     7.   Representations  and  Warranties  of  Shareholders.  To induce MDSI to
enter into this Agreement and to exchange the shares of Connectria  Common Stock
for MDSI Common Stock, the Shareholders  hereby represent and warrant to MDSI as
of the Closing as follows:

          (a)  This  Agreement,  and  the  other  agreements,   instruments  and
documents to be executed by the Shareholders in connection  herewith  constitute
and shall  constitute  the valid and binding  obligations  of the  Shareholders,
enforceable against each of them in accordance with their respective terms.

          (b)  Waidmann is the record and beneficial  owner of 549,800 shares of
MDSI Common Stock and options to acquire  137,450  shares of MDSI Common  Stock,
all of which  is  owned by  Waidmann  free  and  clear  of all  liens,  security
interests, claims, encumbrances, options, transfer restrictions and other rights
of third parties, other than restrictions imposed by MDSI that will terminate as
part of the Closing under this  Agreement.  Miller is the record and  beneficial
owner of 274,900  shares of MDSI  Common  Stock and  options  to acquire  68,725
shares of MDSI Common  Stock,  all of which is owned by Miller free and clear of
all  liens,  security  interests,   claims,   encumbrances,   options,  transfer
restrictions and other rights of third parties,  other than restrictions imposed
by MDSI that will terminate as part of the Closing under this Agreement.

          (c)  The  Shareholders  have advised MDSI of all information  acquired
prior to the date of this Agreement,  and the  Shareholders  will advise MDSI of
all information



                                     - 5 -
<PAGE>

they obtain prior to Closing,  which the Shareholders  believe results, or could
reasonably be expected to result, in a breach of any  representation or warranty
of MDSI set forth herein..

          (d)  Neither Waidmann nor Miller is a party to, subject to or bound by
any note, bond, mortgage, indenture, deed of trust, agreement, lien, contract or
other instrument or obligation or any statute, law, rule, regulation,  judgment,
order,  writ,  injunction or decree of any court,  administrative  or regulatory
body,  governmental agency,  arbitrator,  mediator or similar body, franchise or
license, which would conflict with or be breached or violated or the obligations
thereunder accelerated or increased (whether or not with notice or lapse of time
or both),  by the  execution,  delivery or  performance by Waidmann or Miller of
this   Agreement  or  would  prevent  the  carrying  out  of  the   transactions
contemplated  hereby.  No waiver or consent of any third person or  governmental
authority is required for the execution of this Agreement or the consummation of
the transactions contemplated hereby by Waidmann or Miller.

          (e)  Waidmann  and  Miller  acknowledge  that they have been  actively
managing the business of Connectria since the Merger,  and are familiar with the
operations of the business of Connectria.  Waidmann and Miller are acquiring the
Connectria Common Stock for their own accounts, and have no present intention of
distributing the Connectria  Common Stock in violation of applicable  securities
laws.  In  determining  whether to proceed with this  transaction,  Waidmann and
Miller are relying  solely on their own knowledge of Connectria and its business
and on the warranties of MDSI set forth in Section 6 of this Agreement.

          (f)  The Shareholders represent and warrant that they:

               (i)  have such knowledge and experience in financial and business
     matters  as  to be  capable  of  evaluating  the  merits  and  risks  of an
     investment in the Connectria Common Stock and are able to bear the economic
     risk of loss of their entire investment;

               (ii)  they have been  provided  with  access to such  information
     concerning  Connectria as they have considered  necessary or appropriate in
     connection with their investment  decision to acquire the Connectria Common
     Stock;

               (iii) they understand  that the  Connectria  Common Stock has not
     been  and will not be  registered  under  the  Securities  Act of 1933,  as
     amended (the  "Securities  Act") or the securities laws of any state of the
     United States and that the  distribution  by MDSI of the Connectria  Common
     Stock to the  Shareholders  is being made in reliance on an exemption  from
     such registration requirements; and

               (iv)  they are "accredited  investors" within the meaning of Rule
     501 of Regulation D under the Securities Act.

          (g)  Since the Merger,  except for the  amendment  to the  articles of
incorporation  of Connectria  referenced in Section 1 above, to the knowledge of
the  Shareholders  no amendment to the  articles of  incorporation  or bylaws of
Connectria  has  been  effected  or  approved  by  the  Board  of  Directors  of
Connectria.  To  the  knowledge  of  the  Shareholders,  the  Shareholders  have
delivered to MDSI all minutes of meetings of the Board of Directors of



                                     - 6 -
<PAGE>

Connectria  since the date of the  Merger,  which  minutes  contain an  accurate
record of all  formal  actions  taken by the Board of  Directors  of  Connectria
during such period.

          (h)  Since the Merger, to the knowledge of the Shareholders, except as
contemplated  by this  Agreement,  Connectria  has not issued or authorized  any
additional shares of stock of any class of Connectria,  or granted to any person
any option,  warrant,  preemptive right,  convertible security or other right to
purchase  any equity  security  of  Connectria,  nor has  Connectria  granted or
authorized any "phantom" stock rights or similar participation  interests in the
profits of Connectria.

          (i)  To the knowledge of the  Shareholders,  Connectria is not a party
to, subject to or bound by any note, bond, mortgage,  indenture,  deed of trust,
agreement, lien, contract or other instrument or obligation or any statute, law,
rule,  regulation,  judgment,  order,  writ,  injunction or decree of any court,
administrative or regulatory body, governmental agency, arbitrator,  mediator or
similar body, franchise or license,  which would conflict with or be breached or
violated or the obligations  thereunder accelerated or increased (whether or not
with notice or lapse of time or both), by the execution, delivery or performance
by MDSI or Connectria of this Agreement or would prevent the carrying out of the
transactions  contemplated  hereby.  No waiver or consent of any third person or
governmental  authority is required for the  execution of this  Agreement or the
consummation of the transactions contemplated hereby by Connectria.

          (j)  Except  as  noted  in  Schedule  6(g)  attached  hereto,  to  the
knowledge of the  Shareholders,  neither the  Shareholders  nor  Connectria is a
party to or has entered into any  agreement,  undertaking  or  commitment  under
which  (i)  MDSI or any of its  subsidiaries  has or may  have  any  commitment,
liability  or  obligation,  contingent  or  otherwise  or (ii) any  third  party
acquired  or has the right to  acquire  any  interest  in, or any lien  claim or
encumbrance upon, any property,  right,  asset or interest of MDSI or any of its
subsidiaries.

          (k)  To the  knowledge  of the  Shareholders,  the  general  ledger of
Connectria as of May 31, 2002  furnished by Connectria to MDSI has been prepared
consistent with Connectria's past practice,  is in accordance with the books and
records of  Connectria  and does not omit to state or reflect any material  item
required to be stated or reflected  therein or necessary to make such ledger not
misleading.

          (l)  There is no suit, claim, action or proceeding now pending against
Connectria  or, to the  knowledge  of the  Shareholders,  threatened  against or
Connectria, nor have Connectria or the Shareholders received written notice that
such a suit, claim, action or proceeding is threatened,  before any court, grand
jury,  administrative or regulatory body,  governmental  agency,  arbitration or
mediation  panel or similar  body,  to which  Connectria is a party or which may
result in any judgment, order, decree,  liability,  award or other determination
which will, or could,  have any material  adverse effect on Connectria or on the
transactions contemplated by this Agreement.

          (m)  To the knowledge of Shareholders,  no  representation or warranty
by the Shareholders in this Agreement or in any Exhibit,  Schedule,  certificate
or other agreement,  instrument or document furnished or to be furnished to MDSI
pursuant to this



                                     - 7 -
<PAGE>

Agreement  contains or will contain any untrue  statement of a material fact, or
omits or will omit to state a material  fact,  necessary to make the  statements
herein or therein not misleading.

     8.   MDSI's  Conditions to Closing.  The obligation of MDSI to proceed with
the Closing shall be subject to the  fulfillment of the following  conditions to
the satisfaction of MDSI:

          (a)  The  representations  and warranties of the  Shareholders  herein
contained shall be true and correct in all material respects on the Closing Date
as if made on such date, and the Shareholders shall have performed all covenants
and obligations  and complied with all conditions  required by this Agreement to
be performed or complied with by them on or prior to the Closing.

          (b)  Each of the  Shareholders  shall  have  delivered  all  documents
required to be delivered by them at Closing,  as more  specifically set forth in
this  Agreement,  in each  case in  form  and  substance  consistent  with  this
Agreement or otherwise reasonably satisfactory to MDSI.

          (c)  All necessary consents,  authorizations and approvals of, and all
filings,  recordings  and  registrations  with,  any  governmental  authority or
regulatory  body that are  required as a condition  to the  consummation  of the
transactions contemplated by this Agreement (including,  but not limited to, the
approval of the Toronto Stock Exchange) shall have been obtained or made.

          (d)  This  Agreement and the  transactions  contemplated  hereby shall
have been  approved by the Board of  Directors of MDSI and  Connectria,  and the
Exchange shall have been approved by the Toronto Stock Exchange.

     9.   Shareholders'   Conditions   to  Closing.   The   obligation   of  the
Shareholders  to proceed with the Closing shall be subject to the fulfillment of
the following conditions to the satisfaction of the Shareholders:

          (a)  The representations and warranties of MDSI herein contained shall
be true and correct in all  material  respects on the Closing Date as if made on
such date,  and MDSI shall have  performed  all covenants  and  obligations  and
complied  with all  conditions  required by this  Agreement  to be  performed or
complied with by it on or prior to the Closing.

          (b)  MDSI shall have delivered all documents  required to be delivered
by MDSI at Closing,  as more  specifically set forth in this Agreement,  in each
case  in  form  and  substance  consistent  with  this  Agreement  or  otherwise
reasonably satisfactory to Shareholders.

          (c)  MDSI shall have delivered to  Shareholders  final executed copies
of all documents  executed and  delivered in order to complete the  transactions
described  in Sections 1 through 4 of this  Agreement,  all of which shall be in
form and  substance  consistent  with this  Agreement  or  otherwise  reasonably
satisfactory to Shareholders.

          (d)  All necessary consents,  authorizations and approvals of, and all
filings,  recordings  and  registrations  with,  any  governmental  authority or
regulatory  body that are



                                     - 8 -
<PAGE>

required as a condition to the consummation of the transactions  contemplated by
this Agreement shall have been obtained or made.

     10.  Additional Covenants and Acknowledgments of the Parties.

          (a)  Between the date of this Agreement and the Closing Date, MDSI and
the  Shareholders  shall  cooperate to cause  Connectria  to operate only in the
ordinary course of business consistent with past practice,  and each of MDSI and
the  Shareholders  shall  continue  to provide  the same level of  services  and
assistance  as has been  provided by such  parties to  Connectria  in the period
preceding the date of this Agreement.  Neither MDSI nor the  Shareholders  shall
take, or cause  Connectria to take,  any action to distribute any cash dividends
or other assets to MDSI or to repay any  indebtedness  of Connectria to MDSI, or
any other action that is  inconsistent  with the  purposes of this  Agreement or
that could reasonably be expected to have an adverse impact on Connectria or its
assets, liabilities, condition (financial or otherwise), business or prospects.

          (b)  Prior  to  Closing,   each  party  shall  use  all   commercially
reasonable  efforts to fulfill the  conditions to Closing  which are  reasonably
within such party's control.

          (c)  Prior to carrying out the actions  required in Sections 1 through
4 of this  Agreement,  MDSI shall furnish to  Shareholders  for their review and
approval  copies  of any  document  or  instruments  to be  executed  by MDSI or
Connectria in connection therewith (to the extent the forms of such documents or
instruments  are  not  attached  as  exhibits  to  this   Agreement),   and  the
Shareholders  shall not  unreasonably  withhold or delay their  approval of such
documents.

          (d)  From and after Closing,  the Shareholders  shall cause Connectria
to use all  commercially  reasonable  efforts  to  terminate,  or to obtain  the
release of MDSI from,  the $1,000,000 in loan  guarantees  and equipment  leases
made by MDSI on behalf of  Connectria,  as  identified in Schedule 6(g) attached
hereto.

          (e)  The  parties  acknowledge  that  the  transactions  occurring  at
Closing are intended to qualify as a tax-deferred  transaction under Section 355
of the Internal  Revenue Code of 1986, as amended (the "Code"),  and the parties
shall not take any  position  on any tax return or  information  return  that is
inconsistent with such position.  Notwithstanding the foregoing,  however,  each
party  acknowledges that such party is relying on its or his own tax advisors in
connection  with,  and is  solely  responsible  for  its or his  respective  tax
consequences arising from, the transactions  contemplated by this Agreement, and
no  party  makes  any  warranty  or  representation  with  respect  to  the  tax
consequences of such  transactions  to any party to this Agreement.  The parties
will  continue to take the position on all tax returns and  information  returns
that the Merger was a  tax-deferred  reorganization  under Section 368(a) of the
Code.

          (f)  Connectria  shall  withhold  all amounts  required to be withheld
under  United  States tax  withholding  laws with respect to (i) the stated five
percent (5%) dividend  payments on the Series A Nonvoting  Preferred Stock, (ii)
interest  payments under the MDSI Note, and (iii) other payments if (and only to
the extent that) changes in applicable tax laws, in published interpretations of
any applicable taxing authority or court, or in the United  States-Canada Income
Tax Treaty subsequent to the date of this Agreement impose a legal obligation



                                     - 9 -
<PAGE>

on  Connectria  to withhold.  If any amounts are withheld by  Connectria  on any
payment or transaction contemplated by this Agreement, the Warrant or the Series
A Nonvoting  Preferred  Stock  (other than  amounts  permitted to be withheld by
Connectria  as  provided  in  clauses  (i),  (ii) and  (iii) of the  immediately
preceding  sentence),  Connectria shall bear the full burden of such withholding
tax, and any such payment to MDSI shall not be reduced for such withholding tax.

          (g)  MDSI shall not withhold any amount under Canadian tax withholding
laws with respect to the distribution of Connectria Common Stock to Waidmann and
Miller  in  exchange  for their  shares of and  options  for MDSI  Common  Stock
pursuant to the transactions contemplated by this Agreement,  except only to the
extent  changes  in  applicable  tax laws and  interpretations  or in the United
States-Canada  Income Tax Treaty subsequent to the date of this Agreement impose
a legal  obligation on MDSI to withhold);  and if any amounts are required to be
withheld by MDSI on any such  distribution  or transaction  contemplated by this
Agreement  (other  than  amounts  permitted  to be  withheld  by MDSI  under the
foregoing  exception),  MDSI shall bear the full burden of such  withholding tax
and any such  distribution  to Waidmann and Miller shall not be reduced for such
withholding tax.

          (h)  MDSI  acknowledges  and  agrees  that (i) the  fair  value of the
Warrant to be received by it  pursuant  to this  Agreement  is not less than the
fair value of the  Contributed  Debt,  and (ii) the fair value of the Connectria
Common Stock to be  distributed to the  Shareholders  pursuant to this Agreement
has been  valued by MDSI not to  exceed  Four  Million  Eight  Hundred  Thousand
Dollars ($4,800,000).  No party to this Agreement shall take any position on any
tax return or  information  return  that is  inconsistent  with the  immediately
preceding  sentence.  Each party to this Agreement  acknowledges and agrees that
the  consideration  paid and to be paid to such party under this Agreement has a
fair value reasonably equivalent to the value of the securities and other rights
to be surrendered by such party under this Agreement.

          (i)  Connectria acknowledges and agrees that the trademark and service
mark "eService," the domain  "eService.com" and the items of equipment listed on
Schedule 10(i) hereto are the property of MDSI and all items of equipment  shall
be returned to MDSI upon request and will be maintained  in accordance  with the
Services Agreement.

     11.  Taxes, Returns and Adjustments.

          (a)  MDSI, at its expense (to the extent such expense is not reflected
in the Closing Financial Statements, as defined below), shall be responsible for
causing the  preparation,  signing and filing of all of Connectria's tax returns
for all tax periods ending after the closing date of the Merger and on or before
the Effective Date to the extent such tax returns are due prior to the Effective
Date  (with  regard  to   extensions).   Such  tax  returns  shall  be  prepared
consistently  with  MDSI's and  Connectria's  historical  practices.  MDSI shall
permit the Shareholders,  or their designee,  to review and comment on, prior to
filing,  any such tax return.  The preparation  and filing of any U.S.  federal,
state,  foreign or local  government  tax return for  Connectria for (i) any tax
period ending prior to the  Effective  Date to the extent such tax return is due
after the Effective  Date (taking into account any valid  extensions),  and (ii)
any tax period that straddles the Effective Date, shall be the responsibility of
Connectria and the  Shareholders.  Connectria shall not amend or modify, or take
any  position  inconsistent  with,  such tax returns  without the prior  written
consent  of  MDSI,  which  consent  may  be  withheld  in its  sole  discretion.




                                     - 10 -
<PAGE>

Connectria and the Shareholders  shall fully cooperate with MDSI with respect to
the preparation, signing and filing of such Connectria tax returns.

          (b)  To the extent  accrued  and  unpaid  taxes are not  reflected  on
Connectria's  financial  statements as of the Effective Date prepared by MDSI in
accordance with generally  accepted  accounting  principles in the United States
(the "Closing Financial Statements"),  MDSI shall be liable for, shall indemnify
and hold  Connectria  and the  Shareholders  harmless  against,  and shall  make
payment of, any foreign,  U.S.  federal,  state and local taxes,  including  any
interest and penalties,  payable by Connectria for all tax periods of Connectria
or portions thereof ending after the closing date of the Merger and on or before
the  Effective  Date,  whether or not such taxes were shown on any tax return of
Connectria for such periods, including any tax liability of Connectria resulting
from any audit or other adjustment by any taxing authority to any tax returns in
respect of such periods.  MDSI shall be entitled to any refunds of taxes for any
such tax period to the extent such refunds are paid to Connectria. MDSI shall be
liable for and shall indemnify Connectria for any interest and penalties imposed
by reason of any underpayment of estimated taxes in respect of any tax period of
Connectria  that  straddles the Effective  Date to the extent such estimated tax
payments  were due on or prior to the  Effective  Date.  Connectria  will  fully
cooperate  with MDSI,  and will  provide  MDSI with full access to  Connectria's
books and records,  with  respect to the  preparation  of the Closing  Financial
Statements.

          (c)  From and after the Effective Date, the  Shareholders,  Connectria
and MDSI  shall  give  prompt  notice  to each  other of any  proposed  audit or
adjustment by any taxing authority to taxes of Connectria for all tax periods of
Connectria  that end after the  closing  date of the Merger and on or before the
Effective Date or that straddle the Effective Date. MDSI, at its expense,  shall
be responsible for, and control, any audits of any returns filed (or required to
be filed) by Connectria  with respect to any tax period of Connectria  that ends
after the  closing  date of the  Merger  and on or before  the  Effective  Date,
provided that Connectria or the Shareholders,  at their expense, may participate
in any such audit.  MDSI shall not settle or  compromise  any such audit without
the prior  written  consent  of the  Shareholders,  which  consent  shall not be
unreasonably withheld. Connectria, at its expense, shall be responsible for, and
control,  any audits of any returns (i) for all tax periods of  Connectria  that
straddle the  Effective  Date and (ii) all tax periods of  Connectria  beginning
after the Effective  Date.  Connectria  shall not settle or compromise any audit
for any period referred to in clause (i) of the immediately  preceding  sentence
without  the  prior  written  consent  of  MDSI,  which  consent  shall  not  be
unreasonably withheld.

     12.  Limitation on Transfers of Securities.

          (a)  From and after the Closing Date, neither the Warrant,  the Series
A Nonvoting  Preferred Stock  receivable upon exercise  thereof nor any interest
therein (the "Securities") shall be transferable except upon satisfaction of the
relevant conditions  specified in this Section 11, which conditions are intended
to ensure  compliance  with the  provisions of the  Securities  Act of 1933 (the
"Securities  Act") in respect of the  transfer of any of the  Securities  or any
interest therein.  MDSI will cause any proposed transferee of the Securities (or
of any interest  therein)  held by it to agree to take and hold such  Securities
(or any interest  therein)  subject to the  provisions  and upon the  conditions
specified in this Section 12.



                                     - 11 -
<PAGE>

          (b)  Each certificate for Securities issued to MDSI or to a subsequent
transferee shall (unless  otherwise  permitted by the provisions of this Section
12) include a legend in  substantially  the  following  form, in addition to any
other legend that may be required by law:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED UNDER ANY STATE
     SECURITIES   LAWS.   SUCH   SECURITIES   MAY  NOT  BE  SOLD,   TRANSFERRED,
     HYPOTHE-CATED  OR OTHERWISE  ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION
     STATEMENT  RELATING TO THE  SECURITIES  WHICH IS EFFECTIVE  UNDER SUCH ACT,
     (ii) RULE 144 OR 144A  UNDER  SUCH ACT,  OR (iii) AN  OPINION OF COUNSEL OR
     OTHER EVIDENCE  SATISFACTORY  TO THE  CORPORATION,  TO THE EFFECT THAT SUCH
     SALE, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS IN COMPLIANCE WITH THE
     PROVISIONS OF SUCH ACT.

          (c)  Notice of Proposed  Transfers.  Not less than three business days
prior to any proposed transfer of any Securities  bearing the restrictive legend
set forth in Section  12(b) or any interest  therein,  the holder  thereof shall
give written  notice to  Connectria  of such  holder's  intention to effect such
transfer, setting forth the manner and circumstances of the proposed transfer in
reasonable  detail.  Any such proposed  transfer which is not made pursuant to a
registration  statement  filed under the  Securities Act may be effected only if
the MDSI shall have  received  such  notice of  transfer  accompanied  by (i) an
opinion of counsel,  representation  letter or other written evidence reasonably
satisfactory  to  Connectria,  addressed to  Connectria,  to the effect that the
proposed  transfer of such  Securities or such interest  therein may be effected
without  registration of such Securities  under the Securities Act. In addition,
if the holder of the  Securities  delivers to  Connectria  an opinion of counsel
reasonably   satisfactory  to  Connectria  that  subsequent  transfers  of  such
Securities will not require  registration  under the Securities Act,  Connectria
will promptly after such contemplated transfer deliver new certificates for such
Securities  that do not bear the legend set forth in Section 12(b) above. If the
foregoing  conditions entitling the holder to effect a proposed transfer of such
Securities without registration have not been satisfied, the holder in each case
will not transfer the Securities  proposed to be transferred.  Each  certificate
evidencing  the  Securities   transferred  as  above  provided  shall  bear  the
appropriate legend set forth in Section 12(b), and each agreement  purporting to
transfer any interest in any of the Securities shall bear a similar legend.

     13.  Miscellaneous.

          (a)  Notices.   All  notices  and  other   communications  under  this
Agreement  shall be in writing and shall be deemed given (a) when such notice is
personally  delivered,  (b)  five  (5)  days  after  dispatch  by  certified  or
registered  mail,  return  receipt  requested,  (c) two (2) business  days after
dispatch by a reputable  overnight delivery service, or (d) upon transmission by
facsimile machine,  provided an answerback is received and provided further that
notice is confirmed by any other permissible method.  Notices shall be addressed
to such party at its address hereinafter set forth or such other address as such
party may hereafter specify by notice given pursuant to this Section 13(a).



                                     - 12 -
<PAGE>

If to MDSI:

                  MDSI Mobile Data Solutions Inc.
                  10271 Shellbridge Way
                  Richmond, British Columbia
                  Canada  V6X 2W8
                  Telephone:  (604) 207-6000
                  Telecopier:  (604) 207-6060
                  Attention:  Erik Dysthe, Chairman & CEO

with a copy to:

                  Dorsey & Whitney LLP
                  U.S. Bank Centre
                  1420 Fifth Avenue  Suite 3400
                  Seattle WA  98101-4010
                  Telephone:  (206) 903-8800
                  Telecopier: (206) 903-8820
                  Attention:  Randal R. Jones

If to Waidmann, Miller or Connectria:

                  Connectria Corporation
                  10845 Olive Boulevard - Suite 300
                  St. Louis, MO 63141
                  Telephone:  (314) 587-7000
                  Telecopier:  (314) 587-7090
                  Attention:  Richard S. Waidmann

with a copy to:

                  Thompson Coburn LLP
                  One Mercantile Center
                  St. Louis, MO 63101-1693
                  Telephone:  (314) 552-6000
                  Telecopier:  (314) 552-7000
                  Attention:  Ronald Haglof


          (b)  Amendment.  This Agreement may be amended or modified in whole or
in part only by a document in writing signed by the party or party against which
such amendment is to be enforced.

          (c)  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall constitute an original and all of which taken
together shall  constitute one  instrument.  It shall not be necessary that each
party's  signature  appear on all  counterparts,  and  signatures of the parties
hereto  transmitted  by  facsimile  shall be  binding  and shall be  treated  as
original signatures for all purposes of enforcing this Agreement.



                                     - 13 -
<PAGE>

          (d)  Severability.  If any one or more of the provisions  contained in
this  Agreement  or  any  application  thereof  shall  be  invalid,  illegal  or
unenforceable in any respect,  the validity,  legality or  enforceability of the
remaining  provisions of this Agreement and any other application  thereof shall
not in any way be affected or impaired thereby.

          (e)  Publicity. Except as otherwise required by law, regulation, court
order, subpoena or other compulsory process, neither MDSI, Connectria nor either
Shareholder shall, without the prior written consent of the other parties, issue
a press release or other public statement which discloses the terms or existence
of this  Agreement.  Not less than  twenty-four  (24) hours prior to issuing any
press  release  or  other  public  statement  regarding  this  Agreement  or the
transactions  contemplated  hereby,  MDSI  shall  deliver  a copy of such  press
release or statement to the Shareholders.

          (f)  Headings.  The  headings  in  this  Agreement  are  inserted  for
convenience  only and in no way alter,  amend,  modify,  limit or  restrict  the
contractual obligations of MDSI, Connectria and the Shareholders.

          (g)  Dispute  Resolution  and  Expenses of  Enforcement.  All disputes
arising  after the Closing  under this  Agreement  shall be submitted to binding
arbitration  in Denver,  Colorado  before a single  arbitrator  of the  American
Arbitration  Association  selected  jointly by the disputing  parties (or if the
parties  cannot  agree  on a  single  arbitrator,  then  such  dispute  shall be
submitted to panel of three  arbitrators,  one designated by each party, and the
third appointed by the two so designated). The arbitration shall be conducted in
accordance  with the  commercial  arbitration  rules of the AAA,  except  as the
parties  may agree to modify  them.  Any  arbitration  award  shall be final and
binding on all parties in interest, and judgment on any arbitration award may be
recorded in any court of competent  jurisdiction.  All costs of the  arbitration
itself shall be divided equally between the disputing parties. The arbitrator or
panel shall have the power to designate the party in such arbitration who is not
the  prevailing  party,  and  such  non-prevailing  party  shall  reimburse  the
prevailing  party  for  all  reasonable  costs  and  expenses  incurred  by such
prevailing party (including without limitation  reasonable  attorneys' fees, but
excluding  such  prevailing  party's  share of the  arbitration  costs)  in such
arbitration or in any negotiations or mediation leading up to such arbitration.

          (h)  Binding Effect.  This Agreement shall be binding on, inure to the
benefit of and be  enforceable  by and  against  MDSI and  Connectria  and their
successors and assigns,  and each of the Shareholders and their heirs,  personal
representatives and successors in interest.

          (i)  Entire  Agreement.  This  Agreement,  including  the Exhibits and
Schedules  attached  hereto  and  made  a  part  hereof,   embodies  the  entire
understanding  of  the  Shareholders,   Connectria  and  MDSI  relative  to  the
transactions   contemplated   hereby  and  there  is  no  other   agreement   or
understanding  in effect among the parties hereto relating to the subject matter
of this Agreement,  unless executed and delivered in connection  herewith on the
Closing Date.

          (j)  Governing Law. This Agreement  shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York .



                                     - 14 -
<PAGE>

          (k)  Representation. The parties acknowledge that the Shareholders are
represented  by  Thompson  Coburn LLP and that MDSI is  represented  by Dorsey &
Whitney LLP with respect to the transactions contemplated by this Agreement.













                                     - 15 -
<PAGE>


     IN WITNESS  WHEREOF,  this  Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                     MDSI MOBILE DATA SOLUTIONS , INC.



                                     By /s/ Erik Dysthe
                                        ---------------------------------------
                                        Authorized Officer


                                     CONNECTRIA CORPORATION



                                     By /s/ Richard S. Waidmann
                                        ---------------------------------------
                                        Authorized Officer


                                     /s/ Richard S. Waidmann
                                     ------------------------------------------
                                     Richard S. Waidmann


                                     /s/ Eric Y. Miller
                                     ------------------------------------------
                                     Eric Y. Miller







                                     - 16 -


<PAGE>

                                   EXHIBIT A


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES,
                              AND RELATIVE RIGHTS,
                         QUALIFICATIONS, LIMITATIONS AND
                                  RESTRICTIONS
                                     OF THE
                            SERIES A PREFERRED STOCK
                                       OF
                             CONNECTRIA CORPORATION

                             -----------------------

                   Pursuant to Section 351.180 of The General
              and Business Corporation Law of the State of Missouri

                             -----------------------


     Connectria  Corporation (the  "Corporation"),  a corporation  organized and
existing  under and by virtue of the  provisions  of The  General  and  Business
Corporation Law of the State of Missouri (the "GBCL"), certifies as follows:

     FIRST: The Articles of  Incorporation  of the  Corporation,  as amended and
currently  in effect,  authorize  the  issuance of 100,000  shares of  Preferred
Stock, par value $0.01 per share (the "Preferred Stock"),  and further authorize
the Board of Directors of the Corporation,  by resolution or resolutions, at any
time and from time to time,  to divide and  establish any or all of the unissued
shares of Preferred  Stock not then  allocated to any series of Preferred  Stock
into one or more series and,  without  limiting the generality of the foregoing,
to fix and determine the  designation  of each such share,  the number of shares
which shall constitute such series and certain powers,  preferences and relative
participating, optional or other special rights and qualifications,  limitations
and restrictions of the shares of each series so established.

     SECOND:  The Board of  Directors  of the  Corporation,  at a  meeting  duly
convened  and held on June __,  2002,  at which a quorum was  present and voting
throughout,  duly adopted the following  resolutions  fixing and determining the
designation and setting forth the designations,  powers, preferences and rights,
and the qualifications,  limitations or restrictions of a certain series of said
Preferred  Stock,  and  authorizing  the  issuance of a new series of  Preferred
Stock, as follows:

     RESOLVED,  that  pursuant  to  Section  351.180  of the GBCL,  the Board of
     Directors  hereby  designates  50,380 shares of the Preferred  Stock of the
     Corporation as Series A Nonvoting Preferred Stock; and be it

     FURTHER  RESOLVED,  that the voting powers,  designations,  preferences and
     relative,   participating,   optional  and  other   special   rights,   and
     qualifications,  limitations  and  restrictions  in respect of the Series A
     Nonvoting Preferred Stock shall be as follows:



                                       1
<PAGE>

     1.   Definitions.   The  capitalized   terms  set  forth  herein  have  the
respective meanings ascribed to them as follows:

     (a)  "Board" shall mean the Board of Directors of the Company.

     (b)  "Company" shall mean this corporation.

     (c)  "Common Stock" shall mean the common stock, par value $0.01 per share,
          of the Company.

     (d)  "Common Stock Dividend" shall mean a stock dividend  declared and paid
          on the Common Stock that is payable in shares of Common Stock.

     (e)  "Distribution"  shall mean the  transfer  of cash or  property  by the
          Company  to one or more  of its  shareholders  without  consideration,
          whether by dividend or otherwise  (except a Common Stock Dividend).  A
          Permitted Repurchase (defined below) is not a Distribution.

     (f)  "Original  Issue Date" for each share of Series A Nonvoting  Preferred
          Stock  shall  mean the  date on which  such  share  is  issued  by the
          Company.

     (g)  "Permitted  Repurchase"  shall  mean a  repurchase  by the  Company of
          shares of  Common  Stock  held by  employees,  directors,  independent
          contractors, or other persons performing services for the Company or a
          Subsidiary  pursuant  to stock  purchase  agreements  or stock  option
          exercise  agreements,  for  consideration  not exceeding the then fair
          market value of the repurchased  shares as determined in good faith by
          the board.

     (h)  "Preferred  Stock"  shall  mean any series of  Preferred  Stock of the
          Company.

     (i)  "Redemption Date" shall mean and be the date specified in a Redemption
          Notice as the effective date of any redemption by the Company pursuant
          to Section 5 hereof.

     (j)  "Redemption  Notice" shall mean and be the notice to holders of Series
          A  Nonvoting  Preferred  Stock of a  redemption  at the  option of the
          Corporation pursuant to Section 5 hereof.



                                       2
<PAGE>

     (k)  "Redemption Price" shall mean the Stated Value of each share of Series
          A Nonvoting  Preferred Stock as of the Redemption Date,  together with
          all dividends  declared  thereon and unpaid at the Redemption Date for
          such shares.

     (l)  "Series A Nonvoting Preferred Stock" shall mean the Series A Nonvoting
          Preferred Stock, par value $0.01 per share, of the Company.

     (m)  "Stated Value" of the Series A Nonvoting Preferred Stockshall mean (a)
          $100.00 per share at all times up to and including  June 30, 2007, and
          (b) $0.01 per share at all times from and after July 1, 2007.

     (n)  "Subsidiary"  shall mean any  corporation of which at least 80% of the
          outstanding  voting stock is at the time owned  directly or indirectly
          by the Company or by one or more of such subsidiary corporations.

     2.   Dividend Rights. When and as declared by the board of directors of the
Company,  the Company shall pay to the holders of the Series A Preferred  Stock,
out of the assets of the Company  available  for the payment of dividends  under
the GBCL, preferential dividends at the times and in the amounts provided for in
this paragraph 2 and no more.  Dividends  shall be paid by mailing the Company's
good check in the proper  amount to each holder of the Series A Preferred  Stock
to such holder at such holder's address as it appears on the Company's  register
at least five days  prior to the due date of each  dividend.  Dividends  on each
share of Series A  Preferred  Stock shall be  calculated  at the rate and in the
manner  prescribed  herein from and including the date of issuance of such share
to and  including  the date on which the Stated  Value of such share  shall have
been paid, whether or not such dividends shall have been declared and whether or
not there shall be (at the time such  dividends are calculated or become payable
or at any other time)  profits,  surplus or other  funds of the Company  legally
available  for  the  payment  of  dividends.   Dividends   shall  be  calculated
cumulatively (but shall not compound) on a daily basis on each share of Series A
Preferred Stock at the rate of five (5%) per annum (based on a 365/366-day year)
of the Stated Value thereof.  Dividends shall be paid on the thirty-first (31st)
day of December of each year. To the extent any annual dividend is not paid with
respect to a share of Series A Preferred Stock, an amount equal to such dividend
shall be added to the Stated Value of such share and shall remain a part thereof
until (but only until) such dividends are paid. If at any time the Company shall
pay less than the total  amount of  dividends  then  calculated  on the Series A
Preferred  Stock,  such payment  shall be  distributed  among the holders of the
Series A Preferred  Stock so that an equal  amount shall be paid with respect to
each outstanding share.

     3.   Liquidation  Rights.  In the event of any liquidation,  dissolution or
winding up of the  Company,  whether  voluntary  or  involuntary,  the funds and
assets  of  the  Company  that  may be  legally  distributed  to  the  Company's
shareholders after payment of or provision for the



                                       3
<PAGE>

obligations of the Company to its lenders and other  creditors  (the  "Available
Funds and Assets")  shall be distributed  to the Company's  shareholders  in the
following manner:

          (a)  Priority.  The holders of Series A Nonvoting Preferred Stock then
outstanding shall be entitled to be paid, out of the Available Funds and Assets,
and prior and in preference to any payment or distribution (or any setting apart
of any payment or  distribution) of any Available Funds and Assets on any shares
of Common Stock, an amount per share of Series A Nonvoting Preferred Stock equal
to the Stated Value of each share of Series A Nonvoting  Preferred Stock held by
such   holder   (as   adjusted   for  any   stock   splits,   stock   dividends,
recapitalizations  or the like) plus all  declared  but unpaid  dividends on the
shares of Series A Nonvoting  Preferred  Stock held by such  holder,  if any. If
upon any  liquidation,  dissolution or winding up of the Company,  the Available
Funds and Assets shall be  insufficient  to permit the payment to all holders of
the  Series  A  Nonvoting  Preferred  Stock of their  full  preferential  amount
described in this Section 3(a),  then all of the remaining  Available  Funds and
Assets shall be distributed among the holders of the then outstanding  shares of
Series A  Nonvoting  Preferred  Stock  pro  rata,  according  to the  number  of
outstanding  shares  of Series A  Nonvoting  Preferred  Stock  then held by each
holder thereof.

          (b)  Merger or Sale of Assets.  Each of the following  shall be deemed
to be a liquidation, dissolution or winding up of the Company as those terms are
used in Section 3(a):  (i) An  acquisition  of the Company by another  entity by
means of any transaction or series of related transactions  (including,  without
limitation,  any reorganization,  merger or consolidation) pursuant to which the
Company's  shareholders  immediately  prior to such  transaction  or  series  of
related  transactions  own immediately  following such  transaction or series of
related  transactions,  less  than 50% of the  outstanding  voting  power of the
resulting entity, and (ii) the sale of all or substantially all of the assets of
the Company.  Holders of shares of Series A Nonvoting  Preferred  Stock shall be
given  notice of any such  transaction  set forth in this Section 3(b) not later
than the  earlier of (A) 10 days prior to the  shareholders'  meeting  called to
approve  the  transaction,  and  (B) 20  days  prior  to  the  closing  of  such
transaction  (such  notice  shall be deemed  given  upon the  earlier  of actual
receipt  thereof or deposit  thereof in the United  States mail, by certified or
registered mail, return receipt  requested,  postage prepaid,  addressed to each
holder of record at the  address of such  holder  appearing  on the books of the
Company).

          (c)  Non-Cash Consideration.  If any assets of the Company distributed
to shareholders in connection with any liquidation, dissolution or winding up of
the Company are other than cash, then the value of such non-cash assets shall be
deemed to be their fair market value as determined in good faith by the Board.

     4.   Voting  Rights.  Holders of  outstanding  shares of Series A Nonvoting
Preferred  Stock shall not be entitled to vote in the  election of  directors of
the Company or on any other matter coming to the  attention of the  shareholders
of the Company.



                                       4
<PAGE>

     5.   Redemption at Option of Corporation.


          (a)  In  accordance  with this Section 5, the Company at the option of
the Board may redeem the whole or any part of the Series A  Nonvoting  Preferred
Stock  outstanding  at any time or from  time to time by paying  the  Redemption
Price in cash, for each share of Series A Nonvoting Stock to be redeemed.

          (b)  Not less than thirty (30) days prior to the applicable Redemption
Date, a Redemption Notice shall be mailed to each holder of record of the Series
A Nonvoting Preferred Stock at their post office address last shown on the stock
register of the Company. The Redemption Notice shall:

               (i)  Identify   the  number  of  shares  of  Series  A  Nonvoting
     Preferred  Stock which are  outstanding and the total number of such shares
     to be redeemed;

               (ii) Identify  the number of such shares to be redeemed  from the
     recipient of the notice;

               (iii) State the Redemption Date and Redemption Price; and

               (iv) State the manner and the place for  delivery  to the Company
     of the certificate or certificates representing the shares to be redeemed.

          (c)  On or before the Redemption  Date, each holder of shares of Seris
A Nonvoting  Preferred  Stock to be redeemed shall  surrender the certificate or
certificates  representing such shares to the Company,  in the manner and at the
place  designated in the Redemption  Notice,  and thereupon the Redemption Price
for such shares  shall be payable to the order of the person  whose name appears
on such certificate or certificates as the owner thereof.

          (d)  In case of the  redemption  of only a part of Series A  Nonvoting
Preferred Stock at any time outstanding,  the Company shall select by lot, or in
such other manner as the Board may determine, the shares so to be redeemed.

          (e)  From and after the  Redemption  Date  (unless the  Company  shall
default in payment of the Redemption  Price), all dividends on shares called for
redemption  shall  cease to  accrue,  such  shares  shall be  deemed  no  longer
outstanding,  and all  rights of the  holders  thereof  as  shareholders  of the
Company, except the right to receive the Redemption Price, shall terminate.

          (f)  The Board  shall  have full  power and  authority  subject to the
limitations and provisions herein contained to prescribe the manner in which and
the terms and conditions upon which the Series A Nonvoting Preferred Stock shall
be redeemed from time to time.

          (g)  Any notice  required by the  provisions  of this  Section 5 to be
given to the  holders of shares of Series A Nonvoting  Preferred  Stock shall be
deemed given upon the earlier of actual  receipt  thereof or deposit  thereof in
the United  States  mail,  by  certified  or  registered  mail,  return  receipt
requested, postage prepaid, addressed to each holder of record at the address of
such holder appearing on the books of the Company.



                                       5
<PAGE>

     6.   Mandatory  Redemption by Company.  The Company shall redeem all of the
outstanding  shares  of  Series A  Preferred  Stock,  at the then  Stated  Value
thereof,  upon the closing of any transaction or series of related  transactions
involving  an equity  investment  in  Connectria  for which the net  proceeds to
Connectria are $10,000,000 or more (a "Major Equity  Financing").  Not less than
ten (10) days prior to the closing of any Major  Equity  Financing,  the Company
shall give written notice to the holders of the Series A Preferred  Stock of the
Company's intention to complete the Major Equity Financing. Such notice shall be
mailed to each  holder of record  of the  Series A  Preferred  Stock at its post
office address last shown on the stock  register of the Company.  Each holder of
shares  of  Series  A  Preferred   Stock  shall  surrender  the  certificate  or
certificates  representing such shares to the Company,  in the manner and at the
place  designated  in the notice,  and thereupon the Stated Value of such shares
shall  be  payable  to the  order  of the  person  whose  name  appears  on such
certificate or  certificates  as the owner  thereof.  From and after the date on
which the Major Equity Financing is completed, all dividends on shares of Series
A Preferred  Stock shall cease to accrue,  such shares shall be deemed no longer
outstanding,  and all  rights of the  holders  thereof  as  shareholders  of the
Company, except the right to receive the Stated Value, shall terminate.

     7.   Restrictions and Limitations.


          (a)  The Company  shall not,  without the approval of MDSI Mobile Data
Solutions Inc. and the holders of a majority of the outstanding shares of Series
A Preferred Nonvoting Stock:

               (i)  alter or change the rights, preferences or privileges of the
     Series A Nonvoting Preferred Stock;

               (ii)  increase  or  decrease the  authorized  number of shares of
     Series A  Nonvoting  Preferred  Stock or  increase  the number of shares of
     Preferred Stock, or establish any other series of Preferred Stock;

               (iii) amend  any  provision  of  the   Company's   Articles   of
     Incorporation  or Bylaws in any manner that would have a material  adverse
     effect on the holders of Series A Nonvoting Preferred Stock;

               (iv) authorize or issue, or obligate  itself to issue,  any other
     equity  security,  including any debt  instrument or other security that is
     convertible  into or  exercisable  for any  equity  security,  in each case
     having a preference over, or being on a parity with, the Series A Nonvoting
     Preferred Stock with respect to dividends and upon liquidation;

               (vi) pay or declare any  dividend  on any shares of Common  Stock
     (other than a Common Stock  Dividend)  or  Preferred  Stock unless the full
     amount of annual dividends theretofore payable with respect to the Series A
     Preferred Stock has been paid; or

               (vii) redeem  or repurchase  any  shares  of  Preferred  Stock or
     Common Stock (other than permitted repurchases pursuant to agreements which
     give the Company the



                                       6
<PAGE>

     right to repurchase shares of Common Stock upon the termination of services
     which shall not exceed an amount greater than $250,000 per year).

     8.   No  Reissuance  of  Preferred  Stock.  No share or  shares of Series A
Nonvoting  Preferred  Stock  acquired  by the  Company by reason of  redemption,
purchase,  conversion or otherwise shall be reissued,  and all such shares shall
be cancelled,  retired and eliminated  from the shares of Preferred  Stock which
the Company shall be authorized to issue upon being reacquired by the Company.











                                       7
<PAGE>


     IN WITNESS WHEREOF,  Connectria  Corporation has caused this Certificate to
be signed by its President and attested by its Secretary this _____ day of June,
2002.

                                       CONNECTRIA CORPORATION



                                       By:
                                            ------------------------------------
                                                         President


(SEAL)

Attest:


----------------------------------
Secretary





                                       8
<PAGE>

STATE OF MISSOURI       )
                        )
COUNTY OF ST. LOUIS     )


     On  this  ___  day  of  June,   2002,   before   me   personally   appeared
_______________,  to me personally  known,  who, being by me duly sworn, did say
that he is the President of Connectria Corporation, a Missouri corporation,  and
that he signed the foregoing document as President of the corporation,  and that
the said  instrument  was  signed and  sealed on behalf of said  corporation  by
authority of its Board of Directors;  and he acknowledged  said instrument to be
the free act and deed of said corporation.

     IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official
seal in the County and State aforesaid, the day and year first above written.




                                        ---------------------------------------
                                        Notary Public

(SEAL)

My Commission Expires:







                                       9

<PAGE>

                                   EXHIBIT B


     NEITHER  THIS  WARRANT  NOR THE  SERIES A  PREFERRED  STOCK  ISSUABLE  UPON
EXERCISE HEREOF HAVE BEEN REGISTERED  PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED,  OR ANY STATE  SECURITIES  LAW.  NEITHER  THIS  WARRANT  NOR ANY OF THE
UNDERLYING  SERIES A  PREFERRED  STOCK  MAY BE SOLD,  TRANSFERRED  OR  OTHERWISE
DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE  WITH SAID
ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAW,  OR IN THE  OPINION  OF COUNSEL
REASONABLY  SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE
NOT REQUIRED.



50,380 Shares of Series A Preferred Stock                         Warrant No. 1

                                     WARRANT

            to Purchase 50,380 Shares of Series A Preferred Stock of

                             CONNECTRIA CORPORATION


     THIS CERTIFIES THAT, for value received, MDSI MOBILE DATA SOLUTIONS INC. or
registered  assigns is entitled,  subject to the terms and  conditions set forth
herein,  to purchase from CONNECTRIA  CORPORATION,  a corporation  organized and
existing under the laws of the State of Missouri (the "Company"), at any time on
or before 5:00 P.M. St. Louis,  Missouri time on the Final Exercise Date,  Fifty
Thousand Three Hundred Eighty (50,380) shares of Series A Preferred Stock of the
Company  for Fifty  Dollars  ($50.00)  per share in lawful  money of the  United
States of America. The number of shares of Series A Preferred Stock which may be
purchased hereunder,  and the Purchase Price therefor, are subject to adjustment
as hereinafter set forth in Sections 2, 3 and 8.

     Section 1.  Definitions.  For all  purposes of this  Warrant the  following
terms shall have the meanings indicated:

     "Board of  Directors"  shall mean the board of  directors of the Company as
constituted from time to time.

     "Company" shall mean CONNECTRIA  CORPORATION,  a corporation  organized and
existing  under  the  laws of the  State of  Missouri,  and its  successors  and
assigns.

     "Final Exercise Date" shall mean June 30, 2007.

     "Initial Purchase Price" shall mean the initial Purchase Price per share of
Fifty Dollars ($50.00).




<PAGE>

     "Purchase  Price"  initially  shall mean the Initial  Purchase  Price,  and
thereafter  shall be such Initial  Purchase Price as adjusted and in effect from
time to time thereafter pursuant to the provisions of Section 8 hereof.

     "Repurchase  Price" shall mean Two Million Five Hundred  Nineteen  Thousand
Dollars  ($2,519,000)  if this Warrant has not been fully exercised prior to the
repurchase by the Company  pursuant to Section 5 of this Warrant;  provided that
if this Warrant then has been exercised in part, then the Repurchase Price shall
be a fraction of such amount,  the numerator of which is the number of shares of
Series A Preferred  Stock then covered by this Warrant,  and the  denominator of
which is the number of shares of Series A Preferred Stock originally  covered by
this Warrant (in each case after making the appropriate  adjustments required by
Section 8 of this Warrant).

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
regulations promulgated by the SEC thereunder.

     "Series A Preferred  Stock" shall mean the Series A Preferred  Stock of the
Company, par value $0.01 per share.

     "Transfer"  shall include any disposition of this Warrant or Warrant Stock,
or of any  interest in either  thereof,  which would  constitute  a sale thereof
within the meaning of the Securities Act.

     "Warrant"  shall  mean this  Warrant,  evidencing  the  right,  subject  to
fulfillment  of the  conditions  set forth  herein,  to  purchase  initially  an
aggregate of 50,380 shares of Series A Preferred  Stock, and all Warrants issued
in exchange, transfer or replacement thereof.

     "Warrantholder" shall mean the registered holder or holders of this Warrant
and any related Warrant Stock.

     "Warrant  Shares"  shall  mean  the  shares  of  Series A  Preferred  Stock
purchased or purchasable  by the  registered  holder(s) of this Warrant upon the
exercise thereof pursuant to Section 5.

All terms used in this Warrant which are not defined in Section 1 shall have the
respective meanings ascribed thereto elsewhere in this Warrant.

     Section 2. Initial Number of Warrant Shares;  Purchase  Price.  The initial
number of shares of Series A Preferred Stock which the Warrantholder  shall have
the right to purchase is 50,380 shares of Series A Preferred  Stock,  subject to
the conditions in Section 3 and to adjustment  pursuant to Section 8 hereof. The
Initial  Purchase Price for each Warrant Share shall be Fifty Dollars  ($50.00),
payable only in cash. The Purchase Price for the Warrant Shares shall be subject
to adjustment pursuant to Section 7 hereof.



                                     - 2 -
<PAGE>

     Section 4. Method of Exercise; Legend.

     (a) Exercise of Warrant. This Warrant is exercisable in whole or in part at
any time or from  time to time on or after  the date  hereof,  and  prior to the
Final  Exercise Date. In order to exercise this Warrant,  the registered  holder
hereof shall complete the Subscription  Form attached  hereto,  and deliver this
Warrant and cash or a bank  certified or  cashier's  check in an amount equal to
the then aggregate Purchase Price of the Warrant Shares being purchased,  to the
Company, at ____________________________,  St. Louis, Missouri (or at such other
location as the Company may designate by notice in writing to the holder of this
Warrant).  Upon receipt by the Company of such  Subscription  Form, this Warrant
and  Payment,  such  holder  shall be deemed a holder of record of the  Series A
Preferred Stock specified in said  Subscription  Form, and the Company shall, as
promptly as  practicable,  and in any event within 10 business days  thereafter,
execute and deliver to such holder a certificate or certificates  evidencing the
aggregate  number of Series A Preferred  Stock  specified  in said  Subscription
Form.  Each  certificate  so delivered  shall be  registered in the name of such
holder or, subject to Section 7 below, such other name as shall be designated by
such holder. The Company shall pay all expenses, taxes and other charges payable
in  connection  with the  preparation,  execution  and delivery of  certificates
pursuant  to this  Section,  except  that,  in case such  certificates  shall be
registered  in a name or names other than the name of the  registered  holder of
this Warrant,  funds sufficient to pay all transfer taxes which shall be payable
upon the execution and delivery of such  certificate  or  certificates  shall be
paid by the  registered  holder  hereof to the Company at the time of delivering
this Warrant to the Company as mentioned above.

     (b)  Transfer  Restriction  Legend.  Each  certificate  for Warrant  Shares
initially  issued upon exercise of this Warrant,  unless at the time of exercise
such Warrant Shares are registered under the Securities Act, shall bear a legend
substantially similar to the following on the face thereof:

          "THE SHARES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  PURSUANT TO
     THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR ANY STATE  SECURITIES  LAW.
     NEITHER THESE SHARES,  NOR ANY PORTION THEREOF OR INTEREST THEREIN,  MAY BE
     SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF UNLESS THE SAME IS REGISTERED
     AND  QUALIFIED  IN  ACCORDANCE  WITH  SAID  ACT  AND ANY  APPLICABLE  STATE
     SECURITIES LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
     COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."

Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate bearing such legend (except a new certificate issued upon completion
of a  public  distribution  under an  effective  registration  statement  of the
securities  represented  thereby)  shall  also  bear such  legend  unless in the
opinion of counsel  specified in Section 6, the securities  represented  thereby
need no longer be subject to the  restrictions  contained in this  Warrant.  The
provisions of Section 7 shall



                                     - 3 -
<PAGE>

be binding upon all subsequent holders of certificates bearing the above legend,
and shall also be applicable to all subsequent holders of this Warrant.

     (c) Character of Warrant Stock.  All Series A Preferred Stock issuable upon
the exercise of this Warrant shall be duly  authorized,  validly  issued,  fully
paid and nonassessable.

     Section 5. Repurchase at Option of Company. In accordance with this Section
5, the Company at its option of the Board may repurchase  this Warrant in whole,
and not in part, at any time by paying to the Warrantholder the Repurchase Price
in cash.  Not less  than ten (10) days  prior to the date on which  the  Company
desires to effect such  repurchase,  the Company shall mail a written  notice of
repurchase to the  Warrantholder as set forth in Section 12 of this Warrant.  On
or before the date specified in such written  notice,  the  Warrantholder  shall
surrender  this Warrant to the Company at the address  specified in Section 4 of
this  Warrant,  and  thereupon  the  Repurchase  Price for this Warrant shall be
payable to the Holder hereof. From and after the date specified in the Company's
notice of  repurchase  (unless  the  Company  shall  default  in  payment of the
Repurchase  Price),  all rights of the Holder hereof under this Warrant,  except
the right to receive the Repurchase Price, shall terminate.

     Section 6. Ownership and Replacement.

     (a) Ownership of this Warrant. The Company may deem and treat the person in
whose  name  this  Warrant  is   registered  as  the  holder  and  owner  hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration or transfer
as provided in this Section 6.

     (b)  Exchange  and  Replacement.  This  Warrant  is  exchangeable  upon the
surrender hereof by the registered holder to the Company at its office described
in  Section  5, for new  Warrants  of like  tenor and date  representing  in the
aggregate  the right to  purchase  the  number  of  Warrant  Shares  that may be
purchased  hereunder,  each of such  new  Warrants  to  represent  the  right to
purchase such number of shares as shall be designated by said registered  holder
at the time of surrender. Subject to compliance with Section 6, this Warrant and
all rights  hereunder are transferable in whole or in part upon the books of the
Company  by the  registered  holder  hereof  in  person  or by  duly  authorized
attorney,  and a new Warrant shall be made and delivered by the Company,  of the
same  tenor  and  date  as  this  Warrant  but  registered  in the  name  of the
transferee, upon surrender of this Warrant, duly endorsed, to said office of the
Company.  Upon receipt by the Company of evidence reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of this Warrant,  and, in case of
loss, theft or destruction,  of indemnity or security reasonably satisfactory to
the Company,  and upon surrender and cancellation of this Warrant, if mutilated,
the Company  will make and deliver a new Warrant of like tenor,  in lieu of this
Warrant.  This  Warrant  shall be promptly  cancelled  by the  Company  upon the
surrender hereof in connection with any exchange,  transfer or replacement.  The
Company  shall pay all  expenses,  taxes (other than  transfer  taxes) and other
charges  payable in connection with the  preparation,  execution and delivery of
Warrants pursuant to this Section 6.



                                     - 4 -
<PAGE>

     Section 7. Transfer of Warrants or Warrant Shares.

     (a) Warrants and Warrant Shares Not Registered. The holder of this Warrant,
by accepting this Warrant, represents and acknowledges that this Warrant and the
Warrant  Shares  which may be  purchased  upon  exercise of this Warrant are not
being  registered  under the  Securities Act on the grounds that the issuance of
this Warrant and the  offering  and sale of such Warrant  Shares are exempt from
registration  under  the  Securities  Act  pursuant  to one or  more  exemptions
therefrom,  including Section 4(2) thereof,  and that the Company's  reliance on
such   exemption  is   predicated   in  part  on  the  initial   Warrantholder's
representations  and  agreements  made to and with the Company in the Securities
Purchase Agreement dated on or about the date hereof.

     Notwithstanding  any provisions  contained in this Warrant to the contrary,
this Warrant and the related  Warrant  Shares shall not be  transferable  except
upon the conditions  specified in this Section 7, which conditions are intended,
among other things,  to ensure  compliance with the provisions of the Securities
Act and  applicable  state  securities  laws in respect of the  transfer of this
Warrant or of such Warrant Shares.

     (b) Notice of Intention to Transfer; Opinion of Counsel. The holder of this
Warrant,  by accepting  this Warrant,  agrees that prior to any transfer of this
Warrant or any transfer of the related Warrant Shares, such holder will (i) give
written notice to the Company of its intention to effect such transfer, and (ii)
deliver to the  Company (A) an opinion of counsel for the Company or an opinion,
in form and substance  reasonably  satisfactory  to counsel for the Company,  of
counsel  skilled in securities  matters  (selected by such holder and reasonably
satisfactory  to the Company) as to the absence of the necessity of registration
under the Securities  Act, or (B) an  interpretative  letter from the Securities
and Exchange  Commission  to the effect that the  proposed  transfer may be made
without  registration  under the Securities  Act, in either case  accompanied by
evidence that such transfer will also be in  compliance  with  applicable  state
securities ("blue sky") laws;  provided,  however,  that the foregoing shall not
apply with  respect to any  Warrant  or  Warrant  Shares as to which  there is a
registration  statement  in effect under the  Securities  Act at the time of the
proposed transfer.

By accepting this Warrant, the Warrantholder agrees to indemnify the Company and
hold it harmless from and against all damages,  losses,  liabilities  (including
liability for rescission),  costs and expenses which the Company may incur under
the  Securities  Act or  otherwise  by  reason of any  misrepresentation  by the
Warrantholder  of facts  concerning it or any proposed  transfer of the Warrants
and/or  Warrant  Shares with respect to the  availability  of any exemption from
registration under the Securities Act.

     Section 8. Adjustment of Number of Shares and Purchase Price.

     (a)  Adjustments  for   Distributions,   Divisions  or   Consolidation   or
Combination of Shares. In the event of any increase or decrease in the number of
shares of issued Series A Preferred Stock by reason of a distribution,  division
or  consolidation or combination of such Shares at any time or from time to time
after the date hereof  such that the  holders of Series A Preferred  Stock shall
have had an adjustment made,  without payment therefor,  in the number of



                                     - 5 -
<PAGE>

shares of Series A Preferred Stock owned by them or, on or after any record date
fixed for the determination of eligible  holders,  shall have become entitled or
required  to have had an  adjustment  made in the  number of Series A  Preferred
Stock owned by them,  without payment  therefor,  there shall be a corresponding
adjustment  as to the number of shares of Series A  Preferred  Stock  covered by
this  Warrant  (and to the  Purchase  Price for each  Warrant  Share  under this
Warrant) with the result that the Warrantholder's  proportionate interest in the
shares of Series A Preferred  Stock shall be maintained as before the occurrence
of such event without  change in the aggregate  Purchase Price set forth in said
Warrant.

     (b) Adjustments for Recapitalization,  Reclassification,  Reorganization or
Other Like Capital  Transactions or for Merger and  Consolidation.  In the event
the Company (or any other  corporation  or other entity the  securities of which
are  receivable at the time upon exercise of the Warrant) shall effect a plan of
recapitalization,   reclassification,   reorganization  or  other  like  capital
transaction or shall merge or consolidate  with or into another entity or convey
all or  substantially  all of its assets to  another  entity at any time or from
time  to time  on or  after  the  date  hereof,  then  in  each  such  case  the
Warrantholder  upon  the  exercise  of  this  Warrant  at  any  time  after  the
consummation of such recapitalization, reclassification, reorganization or other
like capital transaction or of such merger, consolidation or conveyance shall be
entitled to receive (in lieu of the  securities or other  property to which such
holder  would  have  been  entitled  to  receive  upon  exercise  prior  to such
consummation), the securities or other property to which the Warrantholder would
have been entitled to have received upon consummation of the subject transaction
if the holder  hereof  had  exercised  this  Warrant  immediately  prior to such
consummation  without  adjustment to the aggregate  Purchase  Price set forth in
said  Warrant and all  subject to further  adjustment  pursuant to Section  8(a)
hereof.

     Section 9.  Elimination of Fractional  Interests.  The Company shall not be
required  to issue  certificates  representing  fractions  of shares of Series A
Preferred Stock upon exercise of this Warrant, nor shall it be required to issue
scrip or pay cash in lieu of  fractional  interests,  it being the intent of the
parties  that all  fractional  interests  shall be  eliminated  by rounding  any
fraction to the nearest  whole  number of shares of Series A Preferred  Stock or
other securities, properties or rights receivable upon exercise of this Warrant.

     Section 10. Special  Agreements of the Company.  The Company  covenants and
agrees that:

     (a) Reservation of Shares.  The Company will reserve and set apart and have
at all  times,  free  from  preemptive  rights,  a number  of shares of Series A
Preferred Stock deliverable upon the exercise of this Warrant,  and it will have
at all times any other rights or privileges  sufficient to enable it at any time
to fulfill all of its obligations hereunder.

     (b) Avoidance of Certain Actions. The Company will not, by amendment of its
Articles of Incorporation or Bylaws or through any  reorganization,  transfer of
assets,  consolidation,  merger, issue or sale of securities or otherwise, avoid
or take any action  which would have the effect of avoiding  the  observance  or
performance  of any of the terms to be observed or  performed  hereunder  by the
Company,  but will at all times in good faith  assist in



                                     - 6 -
<PAGE>

carrying  out all of the  provisions  of this  Warrant and in taking all of such
action as may be necessary or  appropriate in order to protect the rights of the
Warrantholder against impairment.

     (c) Successors. This Warrant shall be binding upon any corporation or other
entity  succeeding  to the Company by merger or  consolidation,  and the Company
will not enter into any such transaction without obtaining the written agreement
of any such successor to be bound by the terms of this Warrant as if it were the
issuer hereof.

     Section 11. Notifications by the Company. In case at any time:

          (a) the Company shall propose to make any  distribution to the holders
     of Series A Preferred Stock;

          (b) the Company shall make an offer for  subscription  pro rata to the
     holders of its Series A Preferred Stock of any additional securities of the
     Company;

          (c)  there  shall  be  any  reorganization,   merger,   consolidation,
     liquidation,  dissolution,  sale  of  assets,  equity  financing  or  other
     transaction  which would result in any  obligation of the Company to redeem
     outstanding  shares of Series A Preferred  Stock, or to make a distribution
     to holders of Series A Preferred Stock;

then, in any one or more of such cases, the Company shall give written notice to
Warrantholder  of the date on which (i) the books of the Company shall close, or
a record shall be taken for such  distribution or subscription  rights,  or (ii)
such reorganization,  merger, consolidation,  liquidation,  dissolution, sale of
assets,  equity financing or other transaction shall take place, as the case may
be. Such notice  shall also specify the date as of which the holders of Series A
Preferred Stock shall participate in such  distribution or subscription  rights,
or shall be entitled to exchange  their Series A Preferred  Stock for securities
or  other   property   deliverable   upon  any  such   reorganization,   merger,
consolidation,  liquidation,  dissolution,  sale of assets,  equity financing or
other  transaction,  as the case may be. Such written  notice shall be given not
less than 30 days and not more than 90 days prior to the action in question  and
not less than 30 days and not more than 90 days prior to the record  date or the
date on which the  Company's  transfer  books are closed in respect  thereto and
such notice may state that the record date is subject to the  effectiveness of a
registration  statement  under the Securities Act, or to a favorable vote of the
shareholders of the Company, if either is required.

     Section 12. Notices.  Any notice or other document required or permitted to
be  given or  delivered  to  Warrantholder  shall be  delivered  at,  or sent by
certified or registered mail to the Warrantholder at, the most recent address of
the Warrantholder  shown on the records of the Company, or to such other address
as shall have been  furnished  to the Company in writing by such  Warrantholder.
Any notice or other  document  required or permitted to be given or delivered to
the Company shall be sent by certified or registered  mail to the Company at its
address set forth in Section 4 (and notice shall be deemed  delivered  three (3)
business days after



                                     - 7 -
<PAGE>

deposit in the mail),  or such other address as shall have been furnished to the
Warrantholder by the Company.

     Section 13. No Voting Rights;  Limitation of Liability.  This Warrant shall
not entitle any  Warrantholder  to vote on any matter coming to the attention of
the  Shareholders of the Company or to any of the rights of a shareholder of the
Company.  No  provision  hereof,  in the  absence of  affirmative  action by the
Warrantholder  to  purchase  Series A  Preferred  Stock  hereunder,  and no mere
enumeration herein of the rights or privileges of the holder hereof,  shall give
rise to any  liability  of such holder for the  Purchase  Price or any rights of
such holder as a shareholder of the Company,  whether such liability is asserted
by the Company or by creditors of the Company.

     Section 14. Miscellaneous. This Warrant shall be governed by, and construed
and enforced in accordance with, the laws of the State of Missouri. This Warrant
and any provision hereof may be changed,  waived,  discharged or terminated only
by an instrument in writing signed by the party against which enforcement of the
same is sought.  The headings in this Warrant are for purposes of reference only
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

          [The balance of this page has been left blank intentionally]






                                     - 8 -
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized representative, and to be dated as of June __, 2002.

                                     CONNECTRIA CORPORATION



                                     By
                                        ---------------------------------------
                                        Authorized Officer



                                     ACCEPTED this ----- day of June, 2002:
                                     MDSI MOBILE DATA SOLUTIONS INC.



                                     By
                                        ---------------------------------------
                                        Authorized Officer






                                     - 9 -
<PAGE>

                                   ASSIGNMENT


          To Be Executed by the Registered  Holder if It Desires to Transfer the
          Within Warrant


          FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto


                                         --------------------------------------
                                         (Name)

                                         --------------------------------------
                                         (Address)




the right to purchase shares of Series A Preferred Stock,  covered by the within
Warrant,  as said Shares were constituted at the date of said Warrant,  and does
hereby irrevocably  constitute and appoint Attorney to make such transfer on the
books  of  the  Company   maintained  for  the  purpose,   with  full  power  of
substitution.


                                   Signature
                                             ---------------------------------

Dated
      ---------------------

In the presence of





                                     NOTICE

     The signature to the foregoing  Assignment  must  correspond to the name as
written  upon the  face of the  within  Warrant  in  every  particular,  without
alteration or enlargement or any change whatsoever.


<PAGE>

                                SUBSCRIPTION FORM

          To Be Executed by the Registered  Holder if It Desires to Exercise the
          Within Warrant


          The  undersigned  hereby  exercises  the right to  purchase  shares of
Series A  Preferred  Stock  covered  by the  within  Warrant at the date of this
subscription  and  herewith  makes  payment  of the  sum of $  representing  the
Purchase  Price in effect at this date.  Certificates  for such Shares  shall be
issued  in the  name  of and  delivered  to the  undersigned,  unless  otherwise
specified by written  instructions,  signed by the undersigned and  accompanying
this subscription.

Dated
      ---------------------


                                      Signature
                                                 -------------------------------

                                      Address
                                                 -------------------------------







                                     - 11 -


<PAGE>



                                   EXHIBIT C

                                 PROMISSORY NOTE

$250,000.00                                                 June __, 2002
                                                            St. Louis, Missouri


     FOR VALUE RECEIVED,  the undersigned,  CONNECTRIA  CORPORATION,  a Missouri
corporation  ("Maker"),  hereby  promises to pay to MDSI  MOBILE DATA  SOLUTIONS
INC., a Canadian corporation, or its assigns ("Holder") the principal sum of TWO
HUNDRED AND FIFTY  THOUSAND  AND NO/100  DOLLARS  ($250,000.00),  together  with
interest thereon, all as hereinafter provided and upon the following agreements,
terms and conditions:

     Interest.  The outstanding  principal  amount of this promissory note (this
"Note") shall bear  interest from time to time,  from the date hereof until paid
in full, at the rate of 5.0% per annum.  All  computations  of interest shall be
made on the  basis  of a year of 365 (or  366,  as the case may be) days for the
actual  number of days  (including  the first day, but  excluding  the last day)
occurring in the period for which such interest is payable. No interest shall be
due and payable until the Maturity Date (as defined below).

     Term.  This Note,  including  all unpaid  principal  and accrued and unpaid
interest, shall be due and payable on June __, 2004 (the "Maturity Date").

     Payment. Maker shall pay all principal and interest owing hereunder in full
on the Maturity Date. Principal and interest shall be payable in lawful money of
the  United  States of  America  that  shall be the legal  tender for public and
private  debts at the time of payment,  and  payment  shall be made to Holder at
such place as Holder may specify in writing from time to time.

     Prepayment.  Maker  may  prepay  this  Note in full or in part at any  time
without notice,  premium or penalty.  All amounts prepaid shall be applied first
to the payment of accrued interest and the balance  remaining,  if any, shall be
applied to the reduction of principal.

     Security.  This Note is secured by that certain  Security  Agreement  dated
June __,  2002  (the  "Security  Agreement"),  made by Maker in favor of  Holder
covering  substantially  all of the assets  relating  to Maker's  business  (the
"Assets").  Reference is hereby made to the Security Agreement for a description
of the Assets used as collateral, the nature and extent of the security, and the
rights of Holder  and the other  secured  parties  thereunder  in respect of the
security.

     Waivers.  Maker hereby waives  demand,  presentment  for payment,  protest,
notice of  protest,  notice of  nonpayment,  notice  of  dishonor  and all other
notice,  filing of suit and  diligence in  collecting  this Note,  and agrees to
remain bound for payment of this  obligation  notwithstanding  any  extension of
time,  substitution  or release of security or any other  indulgence  granted to
Maker by Holder, without notice thereof to any of them.



                                       1
<PAGE>

     Transfer;  Successors  and Assigns.  The terms and  conditions of this Note
shall inure to the benefit of and be binding upon the respective  successors and
assigns  of the  parties.  Notwithstanding  the  foregoing,  the  Holder may not
assign,  pledge,  or  otherwise  transfer  this Note  without the prior  written
consent  of the  Maker.  Subject  to the  preceding  sentence,  this Note may be
transferred  only  upon  surrender  of the  original  Note for  registration  of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form reasonably satisfactory to the Maker. Thereupon, a new note for
the then  outstanding  principal  amount  and  interest  will be issued  to, and
registered  in the name of, the  transferee.  Interest and principal are payable
only to the registered holder of this Note.

     Notices.  Any notice required or permitted by this Note shall be in writing
and  shall be  deemed to have been duly  given  upon  delivery,  when  delivered
personally  or by a  nationally-recognized  delivery  service  (such as  Federal
Express or UPS),  or  seventy-two  (72) hours after being  deposited in the U.S.
mail, as first class mail,  with postage  prepaid,  addressed to the party to be
notified at such party's address as set forth below or as subsequently  modified
by written notice.

     Shareholders,  Directors  and  Officers  Not Liable.  In no event shall any
shareholder,  officer or  director of the Maker be liable for any amounts due or
payable pursuant to this Note.

     Amendment.  Any term of this Note may be  amended  or waived  only with the
written consent of the Maker and the Holder. Any amendment or waiver effected in
accordance with this provision  shall be binding upon the Maker,  the Holder and
each transferee of the Note.

     Holder  as Owner.  The Maker may deem and treat the  Holder of this Note as
the absolute owner for all purposes regardless of any notice to the contrary.

     Attorneys' Fees. Maker agrees to pay the Holder's  reasonable  expenses and
costs in collecting and enforcing  this Note,  including  reasonable  attorneys'
fees.

     Applicable Law. This Note shall be governed by, and construed in accordance
with, the laws of the State of Washington,  including  matters of  construction,
validity and performance.


     NOTICE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR
     FORBEAR  FROM  ENFORCING  REPAYMENT  OF A DEBT  ARE NOT  ENFORCEABLE  UNDER
     WASHINGTON LAW.



                                       2
<PAGE>

     IN WITNESS WHEREOF, Maker has executed this Note as of the date first above
written.

                                    CONNECTRIA CORPORATION


                                    By:
                                            -----------------------------------
                                    Name:
                                            -----------------------------------
                                    Its:
                                            -----------------------------------



ACCEPTED AND AGREED BY HOLDER:


MDSI MOBILE DATA SOLUTIONS INC.


By:
      -----------------------------------
Name:
      -----------------------------------
Its:
      -----------------------------------





                                       3



<PAGE>

                                    EXHIBIT D


                               SECURITY AGREEMENT

From:    Connectria Corporation, a Missouri corporation ("Debtor"), whose chief
         executive office is located at 10845 Olive Boulevard, Suite 300, Creve
         Coeur, Missouri, 63141.

To:      MDSI Mobile Data Solutions Inc., a Canadian corporation (the "Secured
         Party").

(A)  Grant of Security Interest.

     In consideration  of financial  accommodations  given or continued,  Debtor
grants to the Secured Party a security  interest in the properties,  tangible or
intangible, described in the Property Schedule attached hereto as Exhibit A (the
"Collateral")  to secure payment and performance of all Debtor's  obligations to
the Secured Party,  whether currently existing or arising after the date hereof,
including, without limitation, the Debtor's obligations pursuant to the $250,000
Promissory  Note dated  June __,  2002,  made by Debtor in favor of the  Secured
Party (collectively, the "Indebtedness"). Unless otherwise defined herein, words
used in this  agreement  shall  have  the  meanings  given  them in the  Uniform
Commercial Code. An "Obligor" shall mean any person other than or in addition to
Debtor  who  now or  hereafter  is  indebted  or  obligated  on  sums  or  other
obligations secured hereby, including, without limitation, any guarantor.

(B)  Debtor's  Representations and Agreements.  Debtor warrants,  represents and
agrees:

     1.  Debtor  will  immediately  pay:  (a) any  Indebtedness  when due,  with
interest at the rate or rates provided for by any instrument or document  ("Loan
Document") evidencing the Indebtedness or from which the Indebtedness arises and
(b) the Secured  Party's  reasonable  costs of collecting the  Indebtedness  and
realizing on Collateral,  including  attorneys fees and expenses (whether or not
proceedings  are  instituted,  and  including  costs  relating to  bankruptcy or
insolvency  proceedings),  with interest from date of demand at the maximum rate
provided for by any Loan Document to which the Secured Party is a party.

     2. Debtor owns all Collateral  absolutely and no other person has or claims
any interest in any Collateral,  except for such interests of other persons that
exist as of the date of this  agreement or that arise in the ordinary  course of
business.  Debtor will defend any proceeding that may affect the Secured Party's
security  interest in any  Collateral,  and will indemnify the Secured Party for
all costs and  expenses  of the Secured  Party's  defense.  Notwithstanding  the
foregoing,  in connection with any financing  arrangement  entered into (and any
indebtedness  incurred by Debtor  thereunder,  including  future  advances made)
after the date  hereof with a  financial  institution,  Debtor may grant to such
financial  institution  a  security  interest  or  other  lien  on any or all of
Debtor's assets to secure such financing arrangement.

     3. Debtor will give the Secured Party 30 days' prior written  notice of any
change in Debtor's name, the location of any tangible Collateral or the Debtor's
jurisdiction of organization.

     4.  Debtor  will pay when due all  existing  or  future  charges,  liens or
encumbrances on and all taxes and assessments now or hereafter levied or imposed
on or affecting the Collateral.

     5. Debtor agrees that from time to time,  at the expense of Debtor,  Debtor
shall promptly  execute and deliver all further  instruments and documents,  and
take all further action,  that may be necessary or desirable in order to perfect
and protect any security  interest granted hereby or to enable the Secured Party
to exercise and enforce their rights and remedies  hereunder with respect to any
Collateral.  Debtor  hereby  authorizes  the  Secured  Party to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the  Collateral  without the signature of Debtor where  permitted by
law. A carbon,  photographic  or other  reproduction  of this  agreement  or any
financing  statement  covering  the  Collateral  or any  part  thereof  shall be
sufficient as a financing  statement where permitted by law. Debtor will provide
the Secured Party such information regarding the nature,  extent,  condition and
location of the Collateral as the Secured Party may request from time to time.

     6. The Secured Party is irrevocably appointed Debtor's  attorney-in-fact to
do any act which  Debtor is  obligated  hereby to do and fails to do within  ten
(10) days after demand  therefor,  and to execute and file in Debtor's  name any
financing  statements  and  amendments or other  filings,  notices and documents
thereto  required to protect



                                     - 1 -
<PAGE>


or perfect the Secured Party's security interest  hereunder,  all to protect and
preserve the Collateral and the Secured Party's rights hereunder. While an Event
of Default has occurred and is  continuing,  the Secured Party may: (a) endorse,
collect  and  receive   delivery  or  payment  of   instruments   and  documents
constituting  Collateral;  (b) make  extension  agreements  with  respect  to or
affecting Collateral,  exchange it for other Collateral,  release persons liable
thereon or take security for the payment  thereof,  and  compromise  disputes in
connection  therewith;  (c)  use  or  operate  Collateral  for  the  purpose  of
preserving Collateral or its value and for preserving or liquidating Collateral;
(d)  demand,  sue for,  collect,  receive and give  acquittance  for any and all
monies  due or to become  due  thereon  or by virtue  thereof;  and (e)  settle,
compromise,  compound,  prosecute or defend an action or proceeding with respect
thereto.

     7. The Debtor  waives (a) any right to require the Secured Party to proceed
against  any  Obligor  before the  Debtor,  or to pursue any other  remedy;  (b)
presentment,  protest  and  notice  of  protest;  (c) any  right to  direct  the
application  proceeds of the Secured  Party's  realization  on any Collateral to
particular  Indebtedness;  and (d) any right of subrogation to the Secured Party
until Indebtedness shall have been paid or performed in full.

(C)  Defaults and Remedies; Non-waiver.

     1. Each of the  following  shall  constitute  an "Event  of  Default:"  (a)
Debtor's failure to pay any sum secured hereby when the same is due; (b) failure
to  perform  or  comply  with any  agreement,  condition  or  provision  in this
agreement  or any Loan  Document  within 30 days after  written  notice from the
Secured Party  indicating that a failure to perform will constitute an "Event of
Default" hereunder;  (c) any warranty contained in this agreement shall prove to
have been  materially  inaccurate  when made;  or (d) the filing of any petition
under  bankruptcy or similar  debtors' relief laws by the Debtor or any Obligor,
the passage of 60 days after the filing of any such petition by another  against
the Debtor or any Obligor without the relevant  proceeding  being  discharged or
stayed,  or any  assignment  for the benefit of  creditors or  appointment  of a
receiver involving substantially all of the Debtor's assets.

     2. During the continuance of an Event of Default, the Secured Party may, by
notice to the  Debtor,  declare  that  they are  realizing  upon the  Collateral
hereunder.  Upon such notice, so long as an Event of Default is continuing:  (a)
the Secured  Party may declare all or any part of the  Indebtedness  owed to the
Secured  Party to be  immediately  due and (b) the Secured  Party shall have all
rights  provided by this  agreement  or provided by law,  including  the Uniform
Commercial  Code, and may sell Collateral in one or more sales,  and such rights
shall be exercised as determined by the Secured Party.  (The preceding  sentence
shall not limit the rights and  remedies  of the Secured  Party  pursuant to the
Loan Documents with respect to its Indebtedness.) Upon the occurrence and during
the  continuance  of an Event of Default,  the proceeds of any sale of, or other
realization  upon,  all or any part of the Collateral and any cash held shall be
applied by the Secured Party in the following order of priorities: (i) first, to
payment of the expenses of such sale or other realization,  including reasonable
compensation  to agents and  counsel for the Secured  Party,  and all  expenses,
liabilities  and advances  incurred or made by the Secured  Party in  connection
therewith;  (ii) second, to the payment of all indebtedness of any other secured
parties with respect to security  interests  (A) granted  prior to the effective
date of this Security Agreement for indebtedness incurred prior to the effective
date of this Security Agreement, or (B) granted pursuant to Section (B)2 of this
Security  Agreement,  until all such indebtedness of such parties have been paid
in full; (iii) third, to the payment of all Indebtedness to the Secured Party or
its respective  successors and assigns,  until all  Indebtedness  of the Secured
Party  shall  have been paid in full;  (v)  fourth,  to the  payment  of amounts
required by law; and (iv) finally, to payment to the Debtor or its successors or
assigns, or as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.  At the Secured Party's option,  any such sale may
be conducted in any locality where the Secured Party has an office.  The Secured
Party may  purchase  at such  sale.  The  Secured  Party may  require  Debtor to
assemble the  Collateral  and make it available to the Secured  Party at a place
designated by the Secured  Party that is reasonably  convenient to both parties.
The Secured Party's  acceptance of partial or delinquent  payments or failure of
the Secured  Party to  exercise  any right or remedy at any time shall not waive
any  obligation of any Debtor or Obligor,  or any right or remedy of the Secured
Party, or modify this agreement, or waive any other similar default.




                                     - 2 -
<PAGE>

(D)  Expenses.

     In the event that the Debtor  fails to comply  with the  provisions  of the
Loan Documents or this Security Agreement, such that the validity, perfection or
rank of any security interest is thereby  diminished or put at risk, the Secured
Party (i) may  deliver  written  notice  of such  non-compliance  to the  Debtor
requesting  that it cure such  non-compliance,  and (ii) if within ten  business
days  after  delivery  of such  notice  the  Debtor  has  failed  to  cure  such
non-compliance, the Secured Party may, but shall not be required to, effect such
compliance on behalf of the Debtor,  and the Debtor shall  reimburse the Secured
Party for the reasonable costs thereof on demand. All insurance expenses and all
expenses of protecting,  storing, warehousing,  appraising,  insuring, handling,
maintaining and shipping the Collateral,  any and all excise,  property,  sales,
and use taxes imposed by any state,  federal,  or local  authority on any of the
Collateral,  or in  respect  of  periodic  appraisals  and  inspections  of  the
Collateral  to the extent the same may  reasonably  be  requested by the Secured
Party from time to time, or in respect of the sale or other disposition thereof,
shall be borne and paid by the Debtor;  and if the Debtor  fails to promptly pay
any portion thereof when due, the Secured Party may, at their option,  but shall
not be required to, pay the same and charge the Debtor's account  therefor,  and
the Debtor  agrees to  reimburse  the  Secured  Party  therefor  on demand.  All
reasonable  sums  so  paid  or  incurred  by the  Secured  Party  for any of the
foregoing  and any and all other sums for which the  Debtor  may  become  liable
hereunder and all costs and expenses (including  attorneys' fees, legal expenses
and court  costs)  reasonably  incurred by the  Secured  Party in  enforcing  or
protecting the security  interests or any of their rights or remedies under this
Security Agreement,  shall, together with interest thereon for each day from the
date demanded until paid at the rate of 8% per annum, be obligations  secured by
this Security Agreement.

(E)  Subordination.

     Secured Party hereby agrees that in connection with Debtor's  entering into
any credit  facility or finance  arrangement  with a financial  institution  for
purposes of obtaining  working  capital and other general  corporate  financing,
Secured  Party  shall  execute  and  deliver  to such  financial  institution  a
subordination agreement subordinating in favor of such financial institution its
rights to payment of any  indebtedness  owed by Debtor to Secured  Party and all
security interests which Debtor has then granted to Secured Party. Secured Party
further agrees to execute and deliver to such financial  institution  such other
documents  as such  financial  institution  may  reasonably  request in order to
implement such subordination agreement.

(F)  General Provisions.

     1. On transfer of all or any part of the Indebtedness,  as permitted by the
Loan  Document,  Secured  Party  may  transfer  all or any part of the  Security
Interest securing such Indebtedness. This agreement benefits the Secured Party's
successors and assigns and binds Debtor's successors and assigns. Time is of the
essence.  This agreement and  supplementary  schedules hereto contain the entire
security agreement between the Secured Party and Debtor. Debtor will execute any
additional  agreements,   assignments  or  documents  which  the  Secured  Party
reasonably  may reasonably  request to effectuate  this agreement or perfect any
rights or interests of Secured Party hereunder. This agreement shall be governed
by, and construed in accordance with, the laws of the State of Washington.

     2. Beyond the  exercise of  reasonable  care in the  custody  thereof,  the
Secured  Party  shall have no duty as to any  Collateral  in its  possession  or
control  or in the  possession  or  control of any agent or bailee or any income
thereon or as to the  preservation  of rights against prior parties or any other
rights pertaining  thereto.  The Secured Party shall be deemed to have exercised
reasonable  care in the  custody  of the  Collateral  in its  possession  if the
Collateral is accorded  treatment  substantially  equal to that which it accords
its own property,  and shall not be liable or responsible for any loss or damage
to any of the Collateral,  or for any diminution in the value thereof, by reason
of the  act  or  omission  of  any  warehouseman,  carrier,  forwarding  agency,
consignee or other agent or bailee  selected by the Secured Party in good faith;
provided,  however,  nothing in this Section  shall be deemed to  prejudice  any
rights of the Debtor  against such  warehouseman,  carrier,  forwarding  agency,
consignee or other agent or bailee.

     3. Neither this Security Agreement nor any provision hereof may be changed,
waived,  discharged  or  terminated  orally,  but only in writing  signed by the
Debtor and the Secured Party.



                                     - 3 -
<PAGE>

     4. All notices, approvals, requests, demands and other communications shall
be given in accordance with the Loan Documents.

     5. Upon the repayment in full of the Indebtedness,  this Security Agreement
shall terminate and all rights to the Collateral shall revert to the Debtor.

     6. Captions, titles and section and paragraph divisions and arrangements in
this agreement and in any instruments and documents heretofore or hereafter made
or executed are for convenience and for reference only, and shall not affect the
meaning,  interpretation  or  construction  thereof.  Whenever  the  context  so
requires,  any gender shall include all other genders,  and the singular  number
shall include the plural.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.


Dated this __ day of June, 2002

                                    CONNECTRIA CORPORATION


                                    By:
                                            -----------------------------------
                                    Name:
                                            -----------------------------------
                                    Its:
                                            -----------------------------------




                                     - 4 -


                                    EXHIBIT A

                                PROPERTY SCHEDULE


Description of Collateral:

     All Debtor's right, title and interest in and to the following:

     (a) All  inventory  now owned or hereafter  at any time  acquired by Debtor
which  is held for sale or  lease,  or is  furnished  or to be  furnished  under
contracts of service, or is held as raw materials, work in process, or materials
used or  consumed  or to be used  or  consumed  in  Debtor's  business,  and all
manufacturing  and  processing  rights,   patents,   patent  rights,   licenses,
trademarks,  trade names,  domain names,  royalties and copyrights in connection
therewith  to the extent that such  rights may be assigned to the Secured  Party
including  without  limiting the generality of the  foregoing,  all documents of
title now  existing or  hereafter  at any time  acquired by Debtor and  covering
goods of any type or kind hereinabove described;

     (b) All accounts  (rights to payment for property that has been or is to be
sold, leased, licensed, assigned or otherwise disposed of sold or leased, or for
services rendered or for services rendered or to be rendered, or for a secondary
obligation  incurred or to be  incurred)  of Debtor now existing or hereafter at
any time acquired;

     (c)  All  general   intangibles,   including  without   limitation  payment
intangibles  and other  rights of Debtor to the  payment  of money no matter how
evidenced,  rights to tax refunds,  and all chattel paper,  investment property,
documents,  letters of credit and letter of credit rights, instruments and other
writings  evidencing  such right now existing or hereafter at any time,  and all
commercial  tort claims,  and all contracts  (rights to payment under a contract
for the sale or lease of goods or the furnishing of services,  which rights have
not been earned by  performance)  and contract  rights of Debtor now existing or
hereafter at any time arising;

     (d) All equipment, and all accessions thereto;

     (e) All now existing and hereafter  acquired books and records  relating to
the foregoing  collateral and all equipment  containing  such books and records;
and

     (f) All proceeds of the foregoing collateral (including, without limitation
proceeds which constitute property of the types described in clauses (a) through
(e) above),  and  including  proceeds  of  insurance,  products  thereof and any
property  which  Debtor may  receive on account  thereof .  "Proceeds"  includes
whatever  is  acquired  upon  the  sale,  lease,  licenses,  exchange  or  other
disposition of collateral or proceeds,  whether such disposition is voluntary or
involuntary, whatever is collected on, or distributed on account of, collateral,
rights arising out of collateral,  claims arising out of the loss, nonconformity
or  interference  with the use of,  defects  or  infringements  of rights in, or
damage to, collateral and insurance payable (whether or not the Secured Party is
the loss payee  thereof) by reason of the loss or  nonconformity  of, defects or
infringement  of rights in, or damage  to,  the  collateral  or  otherwise  with
respect to any of the foregoing.




                                     - 5 -

<PAGE>


                                   EXHIBIT F


                            NONCOMPETITION AGREEMENT


     This  Noncompetition  Agreement (this  "Agreement"),  is entered into as of
this ____ day of June, 2002 among Richard S. Waidmann ("Mr. Waidmann"),  Eric Y.
Miller ("Mr.  Miller"),  Connectria  Corporation,  a Missouri  corporation,  its
affiliates,  successors  and  assigns  ("Connectria"),   and  MDSI  Mobile  Data
Solutions Inc., a Canadian corporation, its affiliates,  successors, and assigns
("MDSI").  Mr. Waidmann and Mr. Miller are sometimes collectively referred to as
the  "Executives."  Mr.  Waidmann,  Mr.  Miller,  and  Connectria  are sometimes
referred to collectively as the "Covenantors."

                                 R E C I T A L S

     A.   Pursuant to an Agreement and Plan of  Reorganization,  dated as of May
9, 2000 (the "Reorganization  Agreement"),  MDSI acquired all of the outstanding
voting  securities  of  Connectria  by a merger of a subsidiary of MDSI with and
into Connectria as the surviving corporation (the "Merger"), and the Executives,
who  collectively  owned 97.6% of the  outstanding  common  stock of  Connectria
immediately  prior to the Merger,  received an  aggregate  of 824,700  shares of
common stock of MDSI as the consideration for the Merger (the "MDSI Shares").

     B.   Since  the  closing  of the  Merger,  the  Executives  have  served as
employees and executive  officers of MDSI and Mr. Waidmann has served a director
of MDSI.  In such  capacities,  the  Executives  have had  access to and  gained
knowledge of certain confidential  information of MDSI and specialized knowledge
of its business.

     C.   MDSI and the Executives have reached a mutual understanding concerning
the unwinding of MDSI's acquisition of Connectria,  as set forth in the Exchange
Agreement  among MDSI,  Connectria and the Executives  dated as of June __, 2002
(the  "Exchange  Agreement"),  to which this Agreement is attached as Exhibit F.
The  execution  and  delivery  of this  Agreement  by the  parties  hereto  is a
condition to the closing of the transactions described in the Exchange Agreement
and the receipt by the Executives and Connectria of the  consideration  provided
for therein.

     NOW,  THEREFORE,  in consideration of the foregoing mutual premises and the
following representations, warranties, covenants and agreements set forth herein
and in the Exchange  Agreement,  and for other good and valuable  consideration,
the receipt and  sufficiency of which are hereby  acknowledged,  the Covenantors
and MDSI, intending to be legally bound hereby, agree as follows:

                                A G R E E M E N T

     1.   ACKNOWLEDGEMENTS.  The parties represent,  warrant,  acknowledge,  and
agree that:

          a.   Business.  MDSI's business  consists of, among other things,  the
business   described  in  MDSI's   filings  with  the  Securities  and  Exchange
Commission,  including,


                                       1
<PAGE>

but not  limited  to, its Annual  Report on Form 10-K for the fiscal  year ended
December 31, 2001 (the "Business");

          b.   Specialized  Knowledge.  As a result of the  Covenantors'  active
participation in MDSI and the Business,  they have specialized  knowledge of the
Business,  including, but not limited to, the market in which MDSI operates, the
method by which MDSI earns revenue, key personnel of MDSI, key customer contacts
and prospects,  and other Confidential Information (defined below) ("Specialized
Knowledge");

          c.   Irreparable  Harm. MDSI would be irreparably  harmed and impaired
if the Covenantors  were to engage,  directly or indirectly,  in any Competitive
Services  (defined below) or disclose any Specialized  Knowledge in violation of
this Agreement.

          d.   Reasonable Covenants.  The Covenantors have been fully advised by
counsel in connection with the negotiation,  preparation, execution and delivery
of this Agreement, the Exchange Agreement, and the transactions  contemplated by
those agreements. The Covenantors agree that MDSI would not engage in any of the
transactions  contemplated by the Exchange  Agreement and this Agreement without
the  benefit  of each of the  restrictive  covenants  and  agreements  contained
herein.  Accordingly,  the Covenantors  agree to be bound by the  noncompetition
agreement and the other restrictive  covenants and agreements  contained in this
Agreement to the maximum extent permitted by law, it being the intent and spirit
of the  parties  that the  noncompetition  agreement  and the other  restrictive
covenants and agreements  contained herein shall be valid and enforceable in all
respects.

     2.   RESTRICTIVE COVENANTS.

          a.   Confidential Information.

               (i)  MDSI Information. The Covenantors agree to hold in strictest
confidence and not to use or disclose to any person, firm,  corporation or other
entity,  any  Confidential  Information of MDSI. If at any time the  Covenantors
become  involved  in a legal  proceeding  that may result in  disclosure  of any
Confidential  Information,  the  Covenantors  will promptly  notify MDSI of such
proceeding  prior to disclosing  any  Confidential  Information,  and will fully
cooperate  with MDSI in whatever  actions it deems are  necessary to protect the
Confidential Information.

               (ii) Third Party Information. The Covenantors recognize that MDSI
has received  confidential  information  from third parties subject to a duty on
MDSI's part to maintain the  confidentiality  of such  information and to use it
only  for  certain  limited  purposes.  The  Covenantors  agree to hold all such
confidential or proprietary  information in the strictest  confidence and not to
disclose it to any person, firm or corporation.

          b.   Non-Competition.  The  Covenantors  agree  that  until the second
anniversary  of the Closing  Date,  as defined in the  Exchange  Agreement  (the
"Closing Date"), the Covenantors will not as individuals, proprietors, partners,
stockholders,  officers,  employees,  directors,  consultants,  joint venturers,
investors,  lenders, or in any other capacity whatsoever, engage anywhere in the
world in any  Competitive  Services  (defined  below);  provided,  however,  the
Covenantors  may own,  directly or indirectly,  solely as a passive  investment,
securities of any



                                       2
<PAGE>

entity traded on any national  securities exchange or automated quotation system
if none of the Covenantors  are a controlling  person of, or a member of a group
which controls such entity,  and the Covenantors are not collectively,  directly
or indirectly,  the beneficial owners of one percent (1.0%) or more of any class
of  securities  of such  entity  (as  determined  pursuant  to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, provided, however, that in the case
of  rights  to  acquire  securities,  a  Covenantor  shall be  deemed  to be the
beneficial  owner of such  securities  without  regard to whether the rights are
exercisable   within   the  sixty   (60)  day   period   referred   to  in  Rule
13d-3(d)(1)(i)).

          c.   Solicitation of Employees, Consultants and Other Parties.

               (i)  Customers and Suppliers.  The  Covenantors  agree that until
the second  anniversary of the Closing Date, the Covenantors  shall not directly
or indirectly solicit, influence, induce, recruit or encourage (collectively, to
"Solicit") or attempt to Solicit any licensor, licensee, customer or supplier of
the MDSI or its products,  which the Covenantors or any employee,  consultant or
agent of Connectria had contact with while employed by or affiliated  with MDSI,
or that are  known to any such  persons,  in  order to  divert  his,  her or its
business away from MDSI or otherwise terminate his, her or its relationship with
MDSI.

               (ii) Employees.  The Covenantors  acknowledge and agree that they
possess  confidential  information  about  employees  of MDSI  relating to their
education,  experience, skills, abilities,  compensation and benefits, and their
interpersonal relationships with customers or suppliers of MDSI. The Covenantors
acknowledge and agree that the information  they possess about MDSI employees is
not generally known, is of substantial  value to MDSI in developing its business
and in securing and  retaining  customers,  and was acquired by the  Covenantors
because of their business position with MDSI. Accordingly, the Covenantors agree
that until the second  anniversary of the Closing Date, they will not,  directly
or indirectly, Solicit any employee or consultant of MDSI for the purpose of (i)
being employed by Connectria or by any person or entity engaged in the Business,
or (ii) interfering with or terminating his or her employment  relationship with
MDSI for any purpose or no purpose; and that the Covenantors will not convey any
such confidential  information or trade secrets about other employees of MDSI to
any other person or entity.

          d.   Returning MDSI Documents.  The Covenantors  represent and warrant
that,  except as otherwise  provided in the Exchange  Agreement or an Exhibit or
Schedule  thereto,  they have  delivered  or will  deliver to MDSI (and will not
keep,  recreate or deliver to anyone else) any and all devices,  records,  data,
notes, reports,  proposals,  lists,  correspondence,  specifications,  drawings,
blueprints,  sketches, laboratory notebooks,  materials, flow charts, equipment,
other tangible media or property,  or reproductions of any aforementioned  items
developed or otherwise  acquired by  Covenantors  for MDSI while  employed by or
affiliated with MDSI, or otherwise belonging to MDSI.

     3.   RIGHTS AND REMEDIES UPON BREACH BY THE  EXECUTIVES OR THE MDSI. If the
Covenantors  breach or threaten to commit a breach of any of the  provisions  of
this Agreement MDSI shall have the following rights and remedies,  each of which
shall be independent of the others and severally enforceable,  and each of which
shall be in  addition  to,  and not in lieu of,  any other  rights  or  remedies
available to MDSI:



                                       3
<PAGE>

          a.   Specific Performance. The right and remedy to have each and every
one of the covenants in this Agreement  specifically  enforced and the right and
remedy to obtain injunctive relief,  including a temporary restraining order and
a  preliminary  or  temporary  injunction,  it being  agreed  that any breach or
threatened breach of any of the  noncompetition  or other restrictive  covenants
and agreements  contained herein would cause irreparable injury to MDSI and that
money damages would not provide an adequate remedy at law to MDSI.

          b.   Accounting.  The right and remedy to require the  Covenantors  to
account for and pay over to MDSI all compensation,  profits,  monies,  accruals,
increments  or other  benefits  derived or  received by the  Covenantors  or any
Connected  Entity  (defined  below) that result from any transaction or activity
constituting a breach of this Agreement.

          c.   Severability of Covenants.  The Covenantors acknowledge and agree
that the noncompetition and other restrictive covenants and agreements contained
herein are  reasonable  and valid in  geographic  and temporal  scope and in all
other respects, and do not impose limitations greater than that are necessary to
protect the goodwill,  Confidential Information, and other business interests of
MDSI. If, however, any court subsequently  determines that any of such covenants
or agreements,  or any part thereof, is invalid or unenforceable,  the remainder
of such  covenants  and  agreements  shall not thereby be affected  and shall be
given full effect without regard to the invalid portions.

          d.   Blue-Penciling. If any court of competent jurisdiction determines
that any of the noncompetition  and other restrictive  covenants and agreements,
or any part  thereof,  is  unenforceable  because of the duration or  geographic
scope of such provision,  such court shall have the power to reduce the duration
or scope of such  provision,  as the case may be, and, in its reduced form, such
provision  shall  then  be  enforceable  to  the  maximum  extent  permitted  by
applicable law.

          e.   Enforceability in All Jurisdictions. The parties hereto intend to
and hereby  confer  jurisdiction  to enforce each and every one of the covenants
and agreements  contained herein upon the courts of any jurisdiction  within the
geographic  scope of such covenants and agreements.  If the courts of any one or
more of such jurisdictions hold any such covenant or agreement  unenforceable by
reason of the breadth or such scope or  otherwise,  it is the  intention  of the
parties hereto that such determination shall not bar or in any way affect MDSI's
right to the  relief  provided  above in the  courts of any  other  jurisdiction
within the geographic scope of such covenants and agreements,  as to breaches of
such  covenants and  agreements  in such other  respective  jurisdictions,  such
covenants and  agreements as they relate to each  jurisdiction  being,  for this
purpose, severable into diverse and independent covenants and agreements.

     4.   DEFINITIONS.  For the purposes of this Agreement,  the following terms
will have the following meanings:

          a.   Competitive  Services.  "Competitive  Services" means the design,
development,  production,  support,  market  or sale  of  products  or  services
competitive with any kind or type of products or services  (including  actual or
demonstrably   anticipated  research  or  development  of  MDSI)  on  which  the
Covenantors or any employee,  consultant or agent of



                                       4
<PAGE>

Connectria  worked  or about  which  any of such  persons  learned  Confidential
Information during the Covenantors'  employment by or affiliation with MDSI; but
"Competitive Services" excludes any business activity that is, or at any time in
the last two years has been, engaged in by Connectria.

          b.   Confidential  Information.  "Confidential  Information" means any
MDSI confidential or proprietary  information,  technical data, trade secrets or
know-how,  including,  but not limited to,  research,  product plans,  products,
services,  suppliers,  customer lists and customers (including,  but not limited
to,  customers  of MDSI whom  Covenantors  became  acquainted  with during their
affiliation  with  MDSI),  prices and costs,  markets,  software,  developments,
inventions,  laboratory notebooks,  processes,  formulas,  technology,  designs,
drawings, engineering, hardware configuration information,  marketing, licenses,
finances,  budgets or other business  information  disclosed to the Covenantors,
acquired  by  Covenantors,  or  created  by  Covenantors,   either  directly  or
indirectly,  whether in writing, orally, by drawings, or by observation of parts
or equipment or  otherwise,  during the period of the  Covenantors'  affiliation
with MDSI. The Covenantors understand and agree that "Confidential  Information"
includes,  but is not limited to, information pertaining to any aspect of MDSI's
(or its suppliers' or customers') business, financial or technical affairs which
derived economic value from not being generally  known. The Covenantors  further
understand and agree that  Confidential  Information does not include any of the
foregoing  items which has become  publicly and widely known and made  generally
available through no wrongful act of the Covenantors or of others who were under
confidentiality obligations as to the item or items involved.

          c.   Connected Entity.  "Connected  Entity" means: any natural person,
corporation,  partnership,  limited  liability  company or other entity,  or any
representative  of such  person  or  entity,  in which  any  Covenantor  has any
material financial or ownership interest.

     5.   NOTICES.

     All  notices  and other  communications  under this  Agreement  shall be in
writing and shall be deemed given (a) when such notice is personally  delivered,
(b) five (5) days after dispatch by certified or registered mail, return receipt
requested,  (c) two (2) business  days after  dispatch by a reputable  overnight
delivery  service,  or (d) upon transmission by facsimile  machine,  provided an
answerback  is received  and  provided  further  that notice is confirmed by any
other  permissible  method.  Notices  shall be  addressed  to such  party at its
address  hereinafter set forth or such other address as such party may hereafter
specify by notice given pursuant to this section:

If to MDSI:

                  MDSI Mobile Data Solutions Inc.
                  10271 Shellbridge Way
                  Richmond, British Columbia
                  Canada  V6X 2W8
                  Telephone:  (604) 207-6000
                  Telecopier:  (604) 207-6060
                  Attention:  Erik Dysthe, Chairman & CEO



                                       5
<PAGE>

with a copy to:

                  Dorsey & Whitney LLP
                  U.S. Bank Centre
                  1420 Fifth Avenue  Suite 3400
                  Seattle WA  98101-4010
                  Telephone:  (206) 903-8800
                  Telecopier: (206) 903-8820
                  Attention:  Randal R. Jones

If to the Covenantors:

                  Connectria Corporation
                  10845 Olive Boulevard - Suite 300
                  St. Louis, MO 63141
                  Telephone:  (314) 587-7000
                  Telecopier:  (314) 587-7090
                  Attention:  Richard S. Waidmann

with a copy to:

                  Thompson Coburn LLP
                  One Mercantile Center
                  St. Louis, MO 63101-1693
                  Telephone:  (314) 552-6000
                  Telecopier:  (314) 552-7000
                  Attention:  Ronald Haglof

     6.   GENERAL PROVISIONS.

          a.   Governing  Law. This Agreement  shall be construed,  interpreted,
and governed in accordance with the laws of the State of Missouri, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

          b.   Entire  Agreement/Modification.   This  Agreement,  the  Exchange
Agreement,  and all documents  incorporated by reference  herein,  represent the
entire  agreement of the parties with respect to the subject  matter  hereof and
shall supersede any and all previous  contracts,  arrangements or understandings
between the parties  hereto with  respect to the  subject  matter  hereof.  This
Agreement  may not be modified  or amended  except by an  instrument  in writing
signed by the party or parties  against which such amendment or  modification is
to be enforced.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.



                                       6
<PAGE>


                                       MDSI MOBILE DATA SOLUTIONS INC.


                                       ---------------------------------------
                                       By:
                                       Name:


                                       ---------------------------------------
                                       Richard S. Waidmann


                                       ---------------------------------------
                                       Eric Y. Miller




                                       CONNECTRIA CORPORATION


                                       ---------------------------------------
                                       By:
                                       Name:






                                       7


<PAGE>


                                   EXHIBIT G


                                 MUTUAL RELEASE

     THIS MUTUAL RELEASE (the  "Release") is made and entered into as of the ___
day of _____,  2002, by and among MDSI Mobile Data  Solutions,  Inc., a Canadian
corporation   ("MDSI"),   Connectria   Corporation,   a   Missouri   corporation
("Connectria"),  and  Richard  S.  Waidmann  ("Waidmann")  and  Eric  Y.  Miller
("Miller"), residents of Missouri. Waidmann and Miller sometimes are referred to
collectively as the "Shareholders."

                                    RECITALS

     A.   The  parties   hereto   entered   into  an   Agreement   and  Plan  of
Reorganization,  dated as of April 1, 2000 (the "Merger Agreement"), pursuant to
which  MDSI  acquired  by  subsidiary  merger  all of the  outstanding  stock of
Connectria.

     B.   The parties hereto have entered into an Exchange  Agreement,  dated as
of June __, 2002 (the  "Exchange  Agreement"),  pursuant  to which,  among other
things, the Shareholders have agreed to surrender all of their common stock, and
certain options to purchase common stock, of MDSI in exchange for a distribution
by MDSI to the Shareholders of all of the outstanding stock of Connectria.

     C.   The execution and delivery of this Release is a condition precedent to
closing the transaction contemplated by the Exchange Agreement.

     NOW THEREFORE,  in  consideration  of the mutual promises and covenants set
forth herein, the receipt and sufficiency of which are hereby  acknowledged,  IT
IS HEREBY AGREED AS FOLLOWS:

     1.   Release by Shareholders.  Subject to paragraph 4 of this Release, each
of Waidmann  and Miller,  for himself and his heirs,  personal  representatives,
successors and assigns,  does hereby release and forever  discharge  MDSI,  each
Affiliate  of MDSI  and  their  respective  shareholders,  officers,  directors,
employees and agents (and their  respective  heirs,  executors,  administrators,
successors and assigns, as the case may be) (hereinafter  collectively  referred
to as the "MDSI Released Parties") of and from all manner of actions,  causes of
action,  suits,  debts,  sums  of  money,  accounts,  covenants,  controversies,
agreements,  promises, guarantees,  obligations,  damages, judgments, claims and
demands,  whatsoever,  in law or in equity, which Waidmann or Miller now has, or
ever had, or which  Waidmann  or Miller may be  entitled to assert,  against the
MDSI  Released  Parties,  or any of them,  which  arise out of or are in any way
related  to the  Merger  Agreement  and the  other  agreements  and  instruments
executed in connection  therewith,  including but not limited to the  agreements
and  instruments   listed  on  Schedule  1  attached  hereto  (the   "Terminated
Agreements"),  or to the  employment  of  Waidmann  and  Miller  by  MDSI or any
Affiliate,  or to any other transaction  between any of the MDSI Parties, on the
one hand, and Waidmann or Miller,  on the other hand. The term "Affiliate" means
any person  controlling,  controlled  by or under common  control with MDSI (but
such  term  excludes  Connectria).   Without  limiting  the  generality  of  the
foregoing,  such  release  includes  the  release  of claims  for any  breach of
Waidmann's  or Miller's  Employment  Agreement  or any


<PAGE>

implied or other express  employment  contract,  claims for unlawful  discharge,
claims alleging a violation of the Age Discrimination in Employment Act of 1967,
as amended,  29 U.S.C.  ss.621,  et seq.,  the  Missouri  Human  Rights Act, the
Conscientious Employee Protection Act or similar statutes, or claims pursuant to
any other federal,  state or local law regarding  discrimination  based on race,
age, sex,  religion,  marital  status,  disability,  national  origin,  or other
protected categories, claims for alleged violation of any other local, state, or
federal  law,  regulations,  ordinance  or  public  policy  having  any  bearing
whatsoever on the terms or conditions of Waidmann's or Miller's  employment with
MDSI or any Affiliate of MDSI, and claims pursuant to common law.

     2.   Release  by  Connectria.  Subject  to  paragraph  4 of  this  Release,
Connectria,  for itself and its successors and assigns,  does hereby release and
forever  discharge  each of the MDSI Released  Parties of and from all manner of
actions,  causes of action,  suits, debts, sums of money,  accounts,  covenants,
controversies,   agreements,   promises,   guarantees,   obligations,   damages,
judgments, claims and demands, whatsoever, in law or in equity, which Connectria
now has, or ever had, or which Connectria may be entitled to assert, against the
MDSI  Released  Parties,  or any of them,  which  arise out of or are in any way
related  to the  Merger  Agreement  and the  other  agreements  and  instruments
executed in connection  therewith,  including but not limited to the  Terminated
Agreements, or to any other transaction between MDSI and Connectria.

     3.   Release by MDSI.  Subject to paragraph 4 of this  Release,  MDSI,  for
itself, each of its Affiliates and their respective successors and assigns, does
hereby  release and forever  discharge each  Shareholder  and Connectria and its
officers,   directors,   employees  and  agents  (and  their  respective  heirs,
executors,  administrators,   successors  and  assigns,  as  the  case  may  be)
(hereinafter  collectively  referred to as the "Connectria Released Parties") of
and from all manner of actions,  causes of action,  suits, debts, sums of money,
accounts,   covenants,   controversies,    agreements,   promises,   guarantees,
obligations,  damages, judgments,  claims and demands,  whatsoever, in law or in
equity,  which MDSI or any  Affiliate now has, or ever had, or which MDSI or any
Affiliate may be entitled to assert, against the Connectria Released Parties, or
any of  them,  which  arise  out of or are in  any  way  related  to the  Merger
Agreement  and the other  agreements  and  instruments  executed  in  connection
therewith,  including but not limited to the  Terminated  Agreements,  or to any
other transaction  between MDSI or any Affiliate  thereof,  on the one hand, and
Connectria or either Shareholder, on the other hand.

     4.   Certain Rights and Claims Not Released.  Notwithstanding  the releases
contained  in  paragraphs 1 through 3 of this  Release,  the  following  rights,
claims and  obligations of the parties are not  relinquished or released by this
Release:

          (a)  Any right or  obligation  of any of the parties  hereto under the
Exchange  Agreement and any agreement or instrument  executed  pursuant to or in
contemplation of the Exchange Agreement;

          (b)  Any  right  of  either  Shareholder  (i) to be paid  his  regular
compensation for services  rendered to MDSI or any Affiliate through the date of
the closing under the Exchange Agreement,  (ii) to receive vested benefits under
any  employee  benefit  plan of MDSI  or any  Affiliate  thereof  in  which  the
Shareholder  and/or his eligible  dependents are



                                     - 2 -
<PAGE>

participants  or  beneficiaries,  (iii) to exercise any right or privilege under
any option to purchase  common stock of MDSI which is not being  surrendered  to
MDSI  pursuant to the Exchange  Agreement,  and (iv) to be  indemnified  for his
actions as an officer or director of MDSI or any subsidiary thereof, to the same
extent as any  other  present  or  former  officer  or  director  of MDSI or any
subsidiary thereof; and

          (c)  Any right or  privilege  of MDSI under the  Warrant  to  purchase
50,380  shares of Series A Preferred  Stock of  Connectria,  which was issued by
Connectria to MDSI in exchange for certain indebtedness of Connectria to MDSI.

     5.   Cross-Indemnification.  Each of the Shareholders and Connectria agrees
that, if any person claiming  through such party initiates any legal  proceeding
against any of the MDSI Released  Parties to enforce any of the claims  released
by this Release,  then such  Shareholder  or Connectria  (as  applicable)  shall
indemnify  and hold  harmless  the MDSI  Released  Parties from any and all such
claims,  and all reasonable  legal fees and costs incurred in defending any such
claims  asserted  after the  execution  hereof.  MDSI agrees that, if any person
claiming through MDSI or any Affiliate thereof initiates any legal proceeding to
enforce any of the claims  released by this Release,  then MDSI shall  indemnify
and hold harmless the Connectria  Released Parties from any and all such claims,
and all  reasonable  legal fees and costs  incurred in defending any such claims
asserted after the execution hereof.

     6.   Warranty of  Ownership.  The parties each warrant and  represent  that
they are the owners and holders of the claims released by this Release, and that
no claims released hereby have been sold,  assigned or otherwise  transferred to
any third persons.

     7.   Miscellaneous.  This Release shall bind MDSI,  each Affiliate  thereof
and Connectria and their respective successors and assigns, and the Shareholders
and their respective heirs,  personal  representatives,  successors and assigns.
This  Release  shall  inure to the  benefit of the MDSI  Released  Parties,  the
Connectria    Released   Parties   and   their   respective   heirs,    personal
representatives,  successors  and  assigns.  This  Release  may be  executed  in
counterparts, with signatures transmitted by facsimile to be original signatures
for all  purposes,  each  counterpart  shall  be an  original  document  and all
counterparts taken together shall be a single agreement.

     8.   Governing Law. This Release shall be governed by, and  interpreted and
enforced in accordance with, the internal laws of the State of Missouri.

          [The balance of this page has been left blank intentionally]





                                     - 3 -
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Release to be duly
executed on the day and year first above written.


                                    MDSI MOBILE DATA SOLUTIONS INC.

                                    By:
                                            -----------------------------------
                                    Name:
                                            -----------------------------------
                                    Its:
                                            -----------------------------------


                                    CONNECTRIA CORPORATION

                                    By:
                                            -----------------------------------
                                    Name:
                                            -----------------------------------
                                    Its:
                                            -----------------------------------


                                    -------------------------------------------
                                    Richard S. Waidmann


                                    -------------------------------------------
                                    Eric Y. Miller






                                     - 4 -

</TEXT>
</DOCUMENT>
