EXHIBIT 10.18

SHARE PURCHASE AGREEMENT ENTERED INTO IN Drummondville, February 19, 2004.


BETWEEN:    ANTOINE FABI,  residing and domiciled at 4340, Roitelet Street, Rock
            Forest (Quebec) J1N 2Z2;

AND:        CHRISTIAN  FABI,  residing and domiciled at 1410,  Alain  Grandbois,
            Sherbrooke (Quebec) J1L 2X7;

            (hereinafter referred to as the "VENDORS")

AND:        MARTIN  RICHARD,  residing  and  domiciled  at 635,  de la  Riviere,
            Katevale (Quebec) J0B 1W0

            (hereinafter referred to as the "INTERVENER")

AND:        EMERGENSYS CORPORATION, a legal entity duly incorporated, having its
            head  office  at  400,  Jean-Lesage  Boulevard,  Suite  045,  Quebec
            (Quebec) G1K 8W1, acting and represented by Mr. Daniel Veilleux, its
            President, who declares to be duly authorized to act herein;

            (hereinafter referred to as the "PURCHASER")

            (the "VENDORS" and the "PURCHASER"  being  hereinafter  collectively
            referred to as the "PARTIES")

WHEREAS the  Purchaser  wishes to buy all issued and  outstanding  shares of the
share  capital of SCAN-R  Urgence  Inc.  (the  "Corporation")  whose  shares are
entirely held by the Vendors;

WHEREAS the conditions listed in the letter of intent presented by the Purchaser
on February 3, 2004 and  accepted by the Vendors on the same day were  fulfilled
to the Purchaser's satisfaction;

THEREFORE, THE PARTIES AGREE AS FOLLOWS:


1. INTERPRETATION


      1.1. DEFINITIONS

      The following  words and phrases,  when they appear in the agreement or in
      any ancillary  documents,  shall be interpreted or construed in accordance
      with the definitions set out herein, unless otherwise indicated or implied
      in the text:

      (a)   "BUSINESS":  means any activities of the business presently operated
            by the Corporation  from its place of business  located at 801, Main
            Street West, Magog (Quebec) J1X 2B4;


      (b)   "DISPUTE":  means  indistinctly,  any demand  letter,  suit,  claim,
            assessment, grievance, complaint, offence report, injunctive relief,
            lawsuit, trial, investigation,  arbitration proceeding,  arbitration
            or any other legal  proceedings,  quasi-judicial or  administrative,
            taken against a person or by which a person may be affected;

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      (c)   "ENCUMBRANCES":  means  indistinctly any rights affecting a property
            or the  income or  benefits  generated  by said  property  or by the
            Business and which  guarantees  the execution of an actual or future
            obligation  towards a person or an actual or future  claim from this
            person, whether this right originates from any Law, contract, or any
            other obligation including any security interest,  pledge, mortgage,
            lien, guarantee,  within the meaning of the Bank Act (Canada) or any
            other assignment whether absolute or in guarantee of a surety for an
            actual or future  obligation,  right of purchase,  leasing agreement
            and also means any other charges, users' rights, right to use, lease
            agreement, easement, encroachment, right of first refusal, option or
            acquiring  right or any  other  charge  granted  to a person or from
            which  a  person  can  benefit  and any  commitment  to  grant  such
            Encumbrances;

      (d)   "FINANCIAL  STATEMENTS":  means  the  financial  statements  of  the
            Corporation  as of October  31,  2003  currently  being  prepared by
            Raymond  Chabot  Grant  Thornton  and of which a copy is attached as
            Scheduled 3.11;

      (e)   "INTELLECTUAL  PROPERTY RIGHTS": means all rights in the trade marks
            and trade names, inventions,  processes,  specifications,  software,
            technical information, know-how, technologies, formulas, copyrights,
            database,  data,  precedents,  Beta versions used or in development,
            results and knowledge  originating  directly or indirectly  from the
            realization of research projects which are not in the public domain,
            including any improvements and modifications to any of the foregoing
            rights,  the rights attached to their registration or their renewal,
            in every territory and jurisdiction, the licenses, sub-licenses, the
            franchises,  and any other intellectual  property rights originating
            from the Business or necessary or connected with its operation;

      (f)   "LOSSES":  means,  pertaining  to a  specific  subject  matter,  all
            damages,   liabilities,    losses,   debts,   obligations,   claims,
            assessments,  expenses (namely expenses  incurred in connection with
            any defence,  including legal fees) directly or indirectly  suffered
            or incurred by a person in connection with this subject, originating
            from or as a result of,  including the interests,  penalties as well
            as any  sum  that  could  be  paid  as a  settlement  for any of the
            foregoing;

      (g)   "MAIN CORPORATE EXECUTIVE":  means Mr. Martin Richard, Mr. Christian
            Fabi and Mr.Antoine Fabi;

      (h)   "PURCHASE PRICE": has the meaning set out in Section 2.1;

      (i)   "SHARES":  means the one hundred  (100)  Class "A"  shares,  the one
            hundred and sixty  thousand (160 000) Class "B" shares,  and the two
            hundred and fifty  thousand  (250 000) Class "E" shares of the share
            capital of the Corporation that are held by the Vendors;

      (J)   "SCHEDULES":  means the Schedules annexed hereto and incorporated by
            reference and deemed to be part hereof; and

      Any other words and phrases having a different  meaning for the purpose of
a Schedule will have, for the purpose of this agreement,  the meaning set out in
said Schedule.

1.2.  ORDINARY COURSE OF ACTIVITIES

      Any  reference  made  to  "USUAL  COURSE"  or  "ORDINARY  COURSE"  of  the
      activities or of the operation of the Business of the  Corporation  or any
      other  similar  words or phrases  refers to the usual and normal course of
      the activities of the Business of the Corporation, that are conducted in a
      prudent and diligent  manner in commercial  and  financial  terms and that
      conform  to the  prudent  and  diligent  manner in which  the  Corporation
      conducted them in the past, or if it conducted them  otherwise,  then that
      they  conform to the manner in which a prudent and  diligent  person would
      have conducted them in similar circumstances.

1.3.  MATERIAL FACT OR SUBJECT MATTER

      Any reference to any question or subject matter, including but not limited
      to a statement of facts or an event which is either  "IMPORTANT"  or seems
      to be " IMPORTANT"  according to the  representations  and  warranties and
      include any question or subject  matter  referring to facts or events,  as
      the case may be, which,  if it had been known by the  Corporation  and its
      auditors,  would have generated a modification to the Financial Statements
      or,  as  the  case  may  be,  the  addition  of a note  to  the  Financial
      Statements.


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1.4.  ENTIRE AGREEMENT

      This  agreement,  as well as its  Schedules and preamble  constitutes  the
      entire  agreement  between the parties  hereto with respect to the subject
      matter  hereof and cancels and  supersedes  any prior  understandings  and
      agreements between the parties hereto with respect thereto, in particular,
      this agreement cancels and supersedes,  for all legal purposes, the letter
      of intent  submitted  by the  Purchaser  and  accepted  by the  Vendors on
      February 3, 2004.

1.5.  COMPUTATION OF TIME

      For the purpose of  computing  any time limits or  deadlines  mentioned in
      this agreement,  the day marking the  commencement of the time limit shall
      not be counted  but the day of the  deadline  or expiry of the time period
      shall be counted, unless otherwise indicated. When the day of the deadline
      or expiry of the time period falls on a non-business day, the term or time
      limit shall be extended to the following business day.

2.    PURCHASE AND SALE

2.1.  PURCHASE AND SALE PRICE

      The  Vendors  sell the Shares to the  Purchaser  who buys the Shares for a
      total Purchase Price of two hundred and fifty thousand dollars ($250 000),
      to be paid in the following manner:

      i)    a sum of twenty  thousand  ($20 000)  that the  Vendors  acknowledge
            having already  received upon the signature of this agreement  which
            was divided  equally among Mr.  Christian Fabi and Mr. Antoine Fabi;
            and

      ii)   the issuance in favour of the Vendors of an amount of 350 000 common
            shares of the  Purchaser,  which will be equally  divided  among the
            Vendors, meaning, 175 000 shares in favour of Christian Fabi and 175
            000  shares in favour of  Antoine  Fabi.  The  common  shares of the
            Purchaser are listed on "OTC BB NASDAQ"  Exchange.  The shares to be
            issued  in  favour of the  Vendors  will be  issued  as  "Restricted
            Shares",  within the meaning of rule 144 of the  "Securities  Act of
            1933".  Unless the Purchaser  proceeds with the  registration of the
            issued shares through a "Registration Statement",  the issued shares
            will only be  negotiable  pursuant to rule 144. The  Purchaser  will
            include the issued shares in its next "Registration Statement" which
            will be filed as soon as possible.

            The Vendors hereby give complete,  total and final  discharge to the
            Purchaser  and to the  Corporation  for the payment of the  Purchase
            Price and for any other  amount of money which could be owed to them
            by either the Purchaser or the Corporation.

      2.2   KEY EMPLOYEE

            During  the  course of this  acquisition,  the  Purchaser  agrees to
            issue,  in favour  of Mr.  Martin  Richard,  a key  employee  of the
            Corporation,  50 000 common  shares of the  Purchaser.  These shares
            will also be subject to the  restrictions  described  in section 2.1
            ii) above.

3.    VENDORS' REPRESENTATIONS AND WARRANTIES

      The  Vendors  and the  Intervener  jointly  represent  and  warrant to the
Purchaser:

      3.1.  AUTHORIZATIONS TO ENTER INTO THIS AGREEMENT

            All necessary corporate  procedures as well as any other consents or
            authorizations  necessary  in order to allow the  execution  of this
            agreement by the Vendors,  the  execution  and the  signature by the
            Vendors  of any  other  ancillary  document,  the  execution  of the
            obligations  of the  Vendors  included in this  agreement  or in any
            other ancillary documents have all been obtained.


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      3.2.  BREACH OR VIOLATION

            Neither the entering  into nor the execution by the Vendors of their
            obligations  pursuant  to this  agreement  nor the  transfer  of the
            shares contemplated hereby will result in a breach or in a violation
            of the incorporating  documents,  of the by-laws or of any agreement
            between the shareholders of the Corporation.

      3.3.  SHARE OWNERSHIP

            The Vendors are the beneficial  and registered  owners of the Shares
            of the  Corporation  pursuant  to a good and valid  title,  free and
            clear of all  Encumbrances,  including any third  party's  acquiring
            right.

      3.4.  STATUS/CONSTITUTION

            The Corporation is a legal entity validly  existing  pursuant to the
            Canada Business Corporations Act (Canada) and has complied initially
            and annually with the  requirements  of said Act as well as with the
            requirements  of the Act  respecting  the  legal  publicity  of sole
            proprietorships, partnerships and legal persons (Quebec); it has all
            the capacities, powers and corporate rights necessary to hold, lease
            and use all of its assets and to operate its Business.

      3.5.  AUTHORIZATION

            All necessary corporate  procedures as well as any other consents or
            authorisations  necessary  in  order to allow  the  transfer  of the
            Shares to the Purchaser as well as to allow the registration of said
            transfer in the  corporate  registers of the  Corporation  have been
            taken or obtained.

      3.6.  CORPORATION'S AUTHORIZED AND ISSUED SHARE CAPITAL

            The  authorized  share  capital  consists of an unlimited  number of
            Class A, B, C, D, E and F shares, of which 100 Class "A" shares, 160
            000 Class "B" shares and 250 000 Class "E" shares are issued and are
            outstanding.

            The Shares were duly and legally  subscribed  for and were issued as
            fully  paid for and  represent,  as of today,  the  total  amount of
            issued and outstanding shares of the Corporation's share capital.

      3.7.  NO OPTION

      Without  limiting the generality of the  foregoing,  none of the following
exists as of the date of this agreement:

               i)   securities or other titles issued by the  Corporation  which
                    could be converted or exchanged against shares or securities
                    of the Corporation or which could give any rights to acquire
                    shares of the Corporation's share capital;

               ii)  underwriting commitments,  options, warrants or others which
                    could force the  Corporation  to issue shares from its share
                    capital or any other forms of securities; nor

               iii) contracts or other forms of undertaking  giving the right to
                    a third party to acquire shares of the Corporation.


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      3.8.  INTEREST IN LEGAL ENTITY

               The Corporation  does not hold nor owns,  directly or indirectly,
               shares or other interests in a legal entity, nor does it owns the
               right  to  hold  or  to  acquire,  directly  or  indirectly  such
               interests.

      3.9.  BOOKS AND CORPORATE RECORDS

            The Books and Corporate records of the Corporation:

            i)    are  complete,  exact  and  contain  certified  copies  of any
                  certificates  and  of  any  articles,   namely,   articles  of
                  incorporation,   as  well  as  copies  of  any   by-laws   and
                  resolutions  adopted  by the  shareholders  and the  directors
                  since the incorporation;

            ii)   have been  maintained in accordance  with any applicable  laws
                  and  in a  manner  as to  fully  and  adequately  present  and
                  disclose all of the material  decisions and  operations  which
                  had to be approved by the directors or shareholders; and

            iii)  Schedule  3.9 attached  hereto is an exact copy,  certified by
                  the Secretary, of all the Corporation's articles, certificates
                  and by-laws.

      3.10. BOOKS AND ACCOUNTING RECORDS

            The  books  and  accounting  records  of the  Corporation  have been
            maintained in accordance with appropriate  business principles so as
            to accurately reflect the financial situation of the Corporation.

      3.11. FINANCIAL STATEMENTS

            The Corporation's financial statements that are attached as Schedule
            3.11 shall be prepared in a uniform  and  standard  manner as in the
            preceding  period and they shall  accurately  reflect the  financial
            situation of the Corporation.

      3.12. DEBTS AND OBLIGATIONS

            The Vendors are not aware of any other debts or  obligations  of any
            kind, with the exception of the debts and obligations:

            i) reflected or for which  provisions  have been provided for in the
Financial Statements;

            ii)  incurred  during  the  ordinary  course  of  activities  of the
Business after October 31, 2003.

      3.13. OWNERSHIP OF THE ASSETS

            With the  exception  of the  assets  disposed  of during  the normal
            course  of its  Business  and with the  exception  of the  telephone
            system  which  is  leased  pursuant  to  a  leasing  agreement,  the
            Corporation  is the sole and bona fide  owner of all the  intangible
            and tangible  movables  reflected in the Financial  Statement and of
            any others that the  Corporation may have acquired after October 31,
            2003.

      3.14. REAL ESTATE

            The  Corporation  does not own any real estate.  The  Corporation is
            however  renting a building where it operates its Business  pursuant
            to  a  lease  agreement  entered  into  on  December  3,  2002.  The
            Corporation  is in breach  pertaining to the payment of its rent for
            the months of January and February  2004 but the  Purchaser  and the
            landlord have reached an agreement during a meeting held on February
            12,  2004.  The Vendors  have not  received any notice to the effect
            that  the  building  or the use of it by the  Corporation  does  not
            comply with the law or that work or maintenance is required in order
            to comply with applicable laws or regulations.

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      3.15. INTEGRITY AND STATE OF THE ASSETS

            All the  movables,  whether  tangibles  or  intangibles,  which  are
            necessary to the normal  course of the operation of the Business are
            the property of the  Corporation  with the  exception of those being
            the subject of a lease or a permit and which the  Purchaser is aware
            of,  namely,  the  telephone  system.  To the best  knowledge of the
            Vendors,  the Corporation's  intangible  movables do not violate any
            applicable laws or regulations.

      3.16. INTELLECTUAL PROPERTY RIGHTS

            No modification or addition has been made to the ownership or to the
            utilization  of  any  of  the  Corporation's  Intellectual  Property
            Rights.

      3.17. INSURANCE

            The Vendors  have not  received  any notice  from the  Corporation's
            insurers   pertaining  to  a  claim  not  entirely  covered  by  the
            Corporation's   insurance,   subject  however,   to  any  applicable
            deductible,  or pertaining to a claim which the insurers  declare to
            be not covered by the  insurance.  In addition,  the Vendors are not
            aware of any fact which could reasonably  result in such a claim. It
            is, however,  indicated that the Corporation does not have any civil
            liability insurance.

      3.18. LOANS, GUARANTEES AND SURETIES

            The Corporation is not a party to or bound, even  conditionally,  by
            any agreement or any other obligation such as a guarantee or surety,
            or by any other form of assumption of liabilities (total or future),
            including  any third party's  indemnification  and has not agreed to
            any loan or advance to a third party.

      3.19. TAX MATTERS

            The  Corporation  is not in default  pursuant to any  provincial  or
            federal tax laws.

      3.20. LITIGATION

            There are no actions,  suits or  proceedings  pending or  threatened
            which could  materially and adversely  affect the  Corporation,  its
            assets, its liabilities or its financial state.

      3.21. MATERIAL FACTS

            No material or negative changes have occurred within the Corporation
            since  October 31, 2003 up until today,  nor any fact or event which
            could lead to such a change.


4.    PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

            The Purchaser represents and warrants to the Vendors:

      4.1.  STATUS/CONSTITUTION

            The Purchaser has been duly constituted and organized; it is a legal
            entity  validly  existing  pursuant  to the  Laws  of the  State  of
            Delaware and has complied with the laws which regulate its corporate
            existence as well as with the requirements of the Act respecting the
            legal  publicity  of sole  proprietorships,  partnerships  and legal
            persons  (Quebec);  it has all the capacities,  powers and corporate
            rights  necessary  to hold,  lease and use all of its  assets and to
            operate its Business.


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      4.2.  AUTHORIZATIONS TO ENTER INTO THIS AGREEMENT

            All necessary corporate  procedures as well as any other consents or
            authorizations  necessary  on the part of the  Purchaser in order to
            allow the execution of this agreement by the Purchaser, the purchase
            of Shares by the Purchaser,  the execution of the obligations of the
            Purchaser included in this agreement have all been obtained.

            This agreement is signed by a duly authorized  representative of the
            Purchaser and constitutes valid binding obligations.

      4.3.  ISSUED SHARES

            The  shares to be issued by the  Purchaser  to the  Vendors  will be
            issued  as fully  paid and  non-assessable.  They  will be issued as
            "Restricted  Shares",   within  the  meaning  of  rule  144  of  the
            "Securities  Act of 1933".  Unless the  Purchaser  proceeds with the
            registration   of  the  issued   shares   through  a   "Registration
            Statement",  the issued shares will only be  negotiable  pursuant to
            rule 144. The  Purchaser  will include the issued shares in its next
            "Registration Statement" which will be filed as soon as possible.

      4.4.  BREACH OR VIOLATION

            Neither the entering  into nor the execution by the Purchaser of its
            obligations  pursuant  to this  agreement  will  hereby  result in a
            breach or in a violation  of its  incorporating  documents or of its
            by-laws.

      4.5.  ONGOING CONTRACTS

            The  Purchaser  will  ensure  that  the  Corporation  continues  and
            respects its obligations pertaining to its maintenance contract with
            the fire services of the City of Magog,  the  Memphremagog  Regional
            Police and the Canadian Armed Forces.

5. SURVIVAL OF THE REPRESENTATIONS AND WARRANTIES

      5.1.  VENDORS

            The  representation  and  warranties of the Vendors set forth herein
            shall survive the  completion of this  transaction  in the following
            manner:

            I)    TAX LIABILITIES

                  The  representations  and  warranties  pertaining  to the  tax
                  liabilities of the Corporation continue in full force and will
                  be  binding  upon the  Vendors  until  the  expiration  of the
                  limitation periods contained in the applicable tax laws.

            II)   REMAINING REPRESENTATIONS AND WARRANTIES

                  The remaining  representations  and  warranties of the Vendors
                  set forth in  Section  3 will  continue  in full  force and be
                  binding  upon the  Vendors  for a period of twelve (12) months
                  following the execution of this agreement.

            III)  MISLEADING STATEMENTS

                  There  is  no  limitation   period  pertaining  to  misleading
                  statements by the Vendors.

      5.2.  PURCHASER

            The  representations  and  warranties  of the Purchaser set forth in
            this  agreement  will  continue in full force for a period of twelve
            (12) months following the execution of this agreement.


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6.       INDEMNIFICATION

      6.1.  LIABILITY

            If any of the  representations  made by the Vendors is inaccurate or
            false and results in the Purchaser suffering financial damages,  the
            Vendors  are bound to  indemnify  the  Purchaser  for any  financial
            damages,  subject however, to the time limits mentioned in Section 5
            above.

      6.2.  CLAIMS

            The  Vendors  can  contest  any claim  susceptible  to engage  their
            liability  if they judge it to be  unjustified  or abusive.  To this
            end, the Purchaser  must advise the Vendors of any claims  submitted
            to it so that the  Vendors  can  undertake,  at their  expense,  the
            appropriate dispute  proceedings.  It is however understood that the
            Purchaser has the obligation to take  necessary  actions to minimize
            potential  claims  for  indemnification.  As the  case  may  be,  no
            settlement agreement for such claims can be entered into without the
            consent of the parties which cannot be unreasonably withheld.


7.    RESIGNATIONS

      Upon  the  execution  of this  agreement,  the  Vendors  will  submit  the
      resignations of Martin Richard,  Antoine Fabi and Christian Fabi for their
      offices as directors and officers of the Corporation  which will come into
      force on the date of the execution of this agreement.

8.    NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY

      8.1   SCOPE

      Each of the Vendors undertakes, towards the Purchaser and the Corporation,
      to not compete,  nor participate in any capacity  whatsoever  (directly or
      indirectly,  personally or via a legal or physical person, intermediate or
      not) in a business  similar to that presently  operated by the Corporation
      and the  Purchaser,  meaning:  the  conception,  the  integration  and the
      distribution  of software  and of  technological  solutions  in the public
      security sector. Without limiting the generality of the foregoing, each of
      the Vendors undertakes to not participate,  as owner,  partner,  employee,
      director, officer, adviser,  shareholder or silent partner in any business
      with activities similar to those of the Purchaser and the Corporation.

      8.2   TERRITORY AND PROHIBITED PERIOD

      The non-competition  commitment stated in Section 8.1 above is valid for a
      period of three (3) years from the date of the execution of this agreement
      and applies in the territory of Quebec.

      8.3   INDEMNIFICATION

      In the event of a breach by one of the  Vendors  of the  undertakings  set
      forth in Section 8.1 above,  the  Corporation or the Purchaser will send a
      written  notice to the Vendors  disclosing  such breach.  The Vendors will
      then have seven (7) days to remedy said breach.

      Without  prejudice  to any other rights or  recourses  they may have,  the
      Purchaser and the  Corporation  will have the right to be indemnified  for
      any  damages  they may suffer as a result of the  Vendors'  negligence  to
      remedy to said breach within the prescribed time limit.

      8.4   ENFORCEABILITY AND SEVERABILITY

      Should a Court, an arbitrator or an arbitration committee, as the case may
      be, decide that the above-mentioned non-competition undertaking is abusive
      due to the time  period,  scope or  foreseen  indemnification  agreed upon
      being too broad or excessive, the Parties hereby agree to confer upon such
      Court,  arbitrator  or  arbitration  committee the authority to lessen the
      prohibited  period,  the  territory or the foreseen  indemnification  to a
      level  which it will  deem  reasonable  instead  of  declaring  void  said
      undertaking.  In the case of such an  occurrence,  the  provisions of this
      Section  thus  adjusted,  will be  presumed  to have been  modified by the
      parties  retroactively  to the date of the execution of this agreement and
      the amended non-competition undertaking will be ipso facto enforceable.


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<PAGE>

      8.5   NON-SOLICITATION

            For a period of three (3) years  from the date of the  execution  of
            this agreement, the Vendors shall not, directly or indirectly, offer
            a position to any person employed by the Corporation.

      8.6   CONFIDENTIALITY

            Subject to any legal  provision  requiring  the  Vendors to disclose
            information pertaining to this transaction, the Vendors undertake to
            keep confidential and to not disclose the content and the details of
            the negotiation and of the execution of this transaction.

9.    NEGOTIATION, MEDIATION AND ARBITRATION

      For the purpose of this Section 9, the words "party" or "parties" include,
      as needed, the Vendors and the Purchaser.

      Subject to the specific provisions of the above-mentioned  Section 8.3, in
      the  event  of a  difficulty  pertaining  to  the  interpretation  or  the
      execution of this  agreement or of a claim arising from it,  including its
      termination, it is understood that the parties will first try to negotiate
      in good faith or to opt for mediation should the negotiation fail.

      If the mediation fails, any differences shall be submitted to arbitration,
      to the  exclusion of the Courts of common law,  pursuant to the  procedure
      set out below.

      Any  party to this  agreement  wishing  to put forth a claim,  dispute  or
      disagreement  must forward written notice to the other party  (hereinafter
      referred to as the "notice"), containing the following:

      a) a reasonably detailed description of the claim, dispute or disagreement
      to be submitted for arbitration; and

      b) the  name,  address  and  profession  of the  person  proposed  as sole
      arbitrator.

      Within  fifteen  (15) days  following  receipt  of the  notice,  the other
      parties must,  by way of a certified  letter  addressed to the  plaintiff,
      make known their  acceptance of the proposed  arbitrator or failing which,
      the name of a second proposed arbitrator.

      If the parties  fail to agree on the  selection  of an  arbitrator  within
      thirty  (30) days from the sending of the notice by the  plaintiff,  or if
      the parties fail to designate an arbitrator,  the arbitrator must be named
      by way of a motion  presented to the Superior  Court by the more  diligent
      party.

      The arbitration procedure will be the one provided for in articles 940 and
      following of the Code of Civil Procedure of Quebec and will be held in the
      district of Quebec.  Any  decision  handed down shall be final and without
      appeal. The expenses incurred in connection with the arbitration are borne
      by the involved parties. .

      The decision of the  arbitrator  shall be handed down no lather than sixty
      (60) days following the hearing of the parties.


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<PAGE>

10.   GENERAL PROVISIONS

      10.1  PRESS RELEASES

      If one of the  parties  wishes  to issue a press  release  concerning  the
      transaction  which is the subject of this agreement,  it must be submitted
      to the other party for approval. Such approval must not be refused without
      reasonable motive.

      10.2  NOTICE

      Any notice or other communication  required under this agreement or that a
      party  or a an  intervener  wishes  to give to  another  party  must be in
      writing and sent to all parties to this  agreement by fax, by messenger or
      by pre-paid registered mail to the following addresses:

      VENDORS:

      CHRISTIAN FABI
      1410, Alain Grandbois
      Sherbrooke (Quebec)
      J1L 2X7

      ANTOINE FABI
      4340, Roitelet Street
      Rock Forest (Quebec)
       J1N 2Z2

      Fax: (819) 820-0842


      PURCHASER:

      EMERGENSYS CORPORATION
      400, Jean-Lesage Boulevard
      Suite 045
      Quebec (Quebec)
      G1K 8W1

      Fax: 1-418-380-8910

      To the attention of Mr. Daniel Veilleux, President

      and any notice sent  pursuant  to the above  mentioned  procedure  will be
      considered  to have  been  received  by its  addressee  at the time of its
      delivery if it is delivered by messenger,  on the day of its  transmission
      if it is  transmitted  by fax  before  4:30 p.m.  on a  business  day,  or
      otherwise  on the next  business  day or on the third (3rd)  business  day
      following  the mailing if the notice is mailed.  Each party or  Intervener
      may advise the other  parties of any change of address by sending a notice
      to this effect using the above-mentioned procedure.

      10.3  HEADINGS

      The headings used in the sections or paragraphs or in any other provisions
      of this  agreement  shall  serve  merely  to  assist  in  classifying  and
      identifying the provisions  embodying the Agreement and should not be used
      to interpret them.

      10.4  GENDER AND NUMBER

      To the extent  requires or indicates by the context,  words  importing the
      singular  number  only shall  include  the plural  and vice  versa,  words
      importing the masculine  gender shall include the feminine gender and vice
      versa.


                                       10
<PAGE>

      10.5  GOVERNING LAW

      This agreement  shall be governed by and construed in accordance  with the
      laws of the Province of Quebec and the laws of Canada applicable therein.

      10.6  PREAMBLE AND SCHEDULES

      The preamble as well as the Schedules  attached to this  agreement form an
      integral part hereof.

      10.7  FEES AND EXPENSES

      The Vendors and the Purchaser agree to pay their own expenses,  retainers,
      fees and disbursements  incurred in connection with this agreement as well
      as for any ancillary contract or document.

      10.8  ENTIRE AGREEMENT

      This agreement constitutes the entire agreement between the parties hereto
      and cancels and supersedes any other  document,  contract,  verbal promise
      whether  prior or  simultaneous  entered  into  during  the  course of the
      negotiations that preceded the complete execution of this agreement.

      10.9  CHOICE OF VENUE

      The parties agree,  with respect to any claim or legal proceedings for any
      purpose  whatsoever,  in  connection  with  this  agreement,  to elect the
      judicial  district  of Quebec as the proper  forum for the hearing of said
      claims or legal proceedings.

      11.   SCOPE

      This  agreement is binding  upon the parties  hereto as well as upon their
      respective  legal  representatives  and heirs and is  concluded  for their
      benefit.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED FEBRUARY 19, 2004.


The Purchaser                                               The Vendors

EMERGENSYS CORPORATION
PER :                                                       /s/ Christian Fabi
                                                            --------------------
                                                            CHRISTIAN FABI

/s/ Daniel Veilleux
--------------------------
Daniel Veilleux, President                                  /s/ Antoine Fabi
                                                            --------------------
                                                            ANTOINE FABI

The Intervener

/s/ Martin Richard
--------------------------
MARTIN RICHARD



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