EXHIBIT 10.19

                                WAIVER AGREEMENT

      THIS WAIVER AGREEMENT (the "Agreement") is made and entered into as of the
31st  day of  March,  2004  by and  among  EmergenSys  Corporation,  a  Delaware
corporation with its principal place of business at 400 Jean Lesage Blvd., Suite
045, Quebec, Quebec G1K 8W1 (the "Company");  and the persons listed on Schedule
A attached  hereto and made a part hereof (singly and  collectively  referred to
herein as the "Waiving Parties").

                                    PREAMBLE

      WHEREAS,  pursuant to a May 5, 2003 Stock  Purchase  Agreement (the "Stock
Purchase Agreement") among the Company, Gilles Cloutier and the Waiving Parties,
the Waiving  Parties  were issued an  aggregate  of five  million,  five hundred
thousand  (5,500,000)  shares of the  Company's  restricted  common  stock  (the
"Stock"); and

      WHEREAS, the Stock Purchase Agreement contained a provision providing that
the Stock would have  certain  anti-dilution  rights with respect to any reverse
stock splits or recapitalizations effected by the Company within one year of May
5, 2003; and

      WHEREAS,  the Waiving  Parties,  for good and valuable  consideration  the
receipt  of  which  is  hereby  acknowledged,   have  determined  to  waive  the
anti-dilution rights respecting the Stock effective the date hereof.

      NOW,  THEREFORE,  in consideration  of the premises,  and of the promises,
covenants and conditions  contained herein,  the parties intending to be legally
bound, hereby agree as follows:

1.    Waiver.  The Waiving  Parties hereby agree that the  anti-dilution  rights
      granted under the Stock  Purchase  Agreement with respect to the Stock are
      hereby terminated and of no further force or effect as of the date hereof.
      Accordingly,  the  Stock is now  identical  in all  respects  to all other
      shares of common stock of the Company.

2.    Execution in  Counterparts.  This agreement may be executed in one or more
      counterparts which when taken together shall constitute one agreement.

<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered this
Agreement as of the date first written above.


EMERGENSYS CORPORATION               THE WAIVING PARTIES:


By:  /s/ Daniel Veilleux                       /s/ Jean Guy Lambert
     -------------------------                 ------------------------
      Name:  Daniel Veilleux                       Jean Guy Lambert
      Title: President
                                                    GROUP INTERCAPITAL, INC.

                                           By:      /s/ Claude Gendron
                                                    -------------------------
                                                    Claude Gendron, President

                                                    GESTION CM 2000 INC.

                                           By:      /s/ Chantal Lambert
                                                    -------------------------
                                                    Chantal Lambert, President

                                                    /s/ David Lambert
                                                    -------------------------
                                                    David Lambert

                                                    /s/ Chantal Lambert
                                                    -------------------------
                                                    Chantal Lambert

<PAGE>

                                      SCHEDULE A

NAME                                             NUMBER OF SHARES
---------------------------                     --------------------
Gestion CM 2000, Inc.                               500,000
c/o Jean Guy Lambert
1801 McGill College Avenue
Suite 1260
Montreal, Quebec H3A 2N4

David Lambert                                       500,000
26 Brendan Road
East York, Toronto M4G 2X1

Chantal Lambert                                     500,000
600 Du Muscadet
Rosemere, Quebec J7A 4W8

Jean Guy Lambert                                    1,250,000
1801 McGill College Avenue
Suite 1260

Montreal, Quebec H3A 2N4
Group Intercapital, Inc.                            2,750,000
300 St. Sacrement Street
Suite 414
Montreal, Quebec H24 1X4

TOTAL                                               5,500,000