EXHIBIT 10.9

                        CONSULTING AND SERVICES AGREEMENT


This Agreement is effective as of January 1, 2002

BY AND BETWEEN:
                    FS2 Limited  registered in England with number 4102584 whose
                    registered  office is at Carlton Tower,  34 St Pauls Street,
                    Leeds, LS1 2QB United Kingdom ("FS2")

AND:
                    Emsley Management Ltd.,  through Mr. Roger Emsley,  having a
                    place of business  at 2920 64th  Street,  Delta,  Vancouver,
                    British Columbia ("The Consultant").


The parties hereto agree as follows:

1.  Scope of Services

FS2 hereby retains The  Consultant and The Consultant  agrees to provide FS2 the
services as more fully described at Section 4 herein ("the Services") subject to
all of the terms, conditions and provisions hereof.

1.1  Name of The Consultant's Designated Person

Roger Emsley

2.   Term

The  term of this  Agreement  shall be from  January  1,  2002 to and  including
December  31,  2003.  The Term of this  Agreement  may be  extended  by  written
agreement between the parties.

3.   Compensation

As  compensation  for  the  Services  rendered  by  The  Consultant  under  this
Agreement,  FS2 shall pay The Consultant in accordance  with Schedule 1 attached
hereto and  incorporated  herein,  for  undertaking  the  services  described in
Section 4 of this  agreement.  The  Consultant  will  submit  invoices  for work
completed each month. All amounts payable hereunder shall be paid within fifteen
(15) days from the date of The  Consultant's  invoice  subject to FS2's complete
satisfaction with the Services.  All such compensation  shall be payable without
deduction,  including no  deduction  for federal  income,  social  security,  or
state/provincial  income taxes (the "Taxes"). The Consultant hereby acknowledges
that he is solely responsible for payment of the Taxes to all proper authorities
and holds FS2 harmless for any default by The  Consultant to pay same.  All such
compensation is exclusive of The Consultant's expenses related to the Services.

                                                                 [     ] [     ]
                                                                    Initials
<PAGE>
                                                                               2

4.   Description of Services

During  the Term of this  Agreement  The  Consultant  shall be  responsible  for
providing consulting and other services to FS2 as follows:

1.   Serving as Chief  Operating  Officer of FS2 and as a member of the Board of
     Directors of FS2;

2.   Working with the CEO in the  development  of the corporate  strategies  and
     strategic goals and objectives of FS2;

3.   Establishing  business plans,  operating  policies and procedures to attain
     the strategic objectives;

4.   Maintaining  close   coordination  with  the  International  Air  transport
     Association in attaining the strategic goals and objectives of FS2.

5.   Providing  strategic and  operational  direction to the operating  units of
     FS2;

6.   Representing FS2 in relations with major customers, suppliers, stakeholders
     etc.;

7.   Executing  on  behalf  of FS2  contracts  with  consultants  hired  by FS2,
     customers, and suppliers;

8.   Directing the acquisition and continuing development of key human resources
     in the operating units;

9.   Validating and monitoring overall progress against the business plan;

10.  Attendance as necessary at Board and Management Meetings;

11.  Carrying out specific projects and studies as requested by the CEO.

5.   Conditions of Services

5.1  Location

Throughout  the Term of this  Agreement,  The  Consultant  shall be based at the
offices of Emsley  Management Ltd, but shall also provide  Services based out of
the International Air Transport  Association offices in Geneva Switzerland,  and
at other locations as agreed to by FS2.

5.2  Responsibility

In performing the Services, The Consultant shall report in the first instance to
the Chairman of the Board and Chief Executive Officer (CEO) of FS2.

6.   Expenses

FS2 shall  reimburse The Consultant for all  reasonable  business  expenses that
were incurred by him during the performance of the Services hereunder,  provided
that any such  expenditure  shall require FS2's prior  written  approval.  FS2's
obligation to reimburse The Consultant pursuant to this Section shall be subject
to the prompt  presentation  to FS2 by The Consultant of an itemized  account of
such expenditures,  together with supporting vouchers,  in accordance with FS2's
policies  in effect at that time.  FS2 will  reimburse  The  Consultant  for all
tickets for business  travel  undertaken  during the term of this  Agreement and
will reimburse The Consultant for all reasonable hotel and meal expenses related
thereto  when  away  from the  offices  of  Emsley  Management  Ltd upon  prompt
presentation of supporting proof of expenditures.

                                                                 [     ] [     ]
                                                                    Initials
<PAGE>
                                                                               3

7.   Quality of Work

It is expressly  understood by all parties  hereto that  throughout  the Term of
this Agreement,  The Consultant  shall render his Services  conscientiously  and
shall devote his best efforts and abilities  thereto,  in such manner and at all
times during the Term hereof.

8.   Indemnity

The Consultant  expressly agrees to perform the Services under this Agreement in
compliance with any applicable  laws and regulations and The Consultant  assumes
sole responsibility for his actions.

9.   Independent Contractor

Throughout the period of this  Agreement,  the status of The Consultant  will be
that of an independent  contractor and no relationship of employee/employer will
arise or is intended to be created by this Agreement.  All remuneration  paid to
The  Consultant  by FS2  under  this  Agreement  shall be  payable  without  any
deduction, including no deduction for income taxes, social security or any other
taxes or impositions deducted by an employer. The Consultant will be responsible
for any income tax on any payments  made to him hereunder and for his own social
security contributions, health, accident and pension plans.

10.  Disclosure of Information

The Consultant  expressly agrees that all files,  records and documents given to
him by FS2  relating in any manner  whatsoever  to the  business of FS2, and all
other  files,  records  and  other  materials  owned  by  FS2 or  used  by it in
connection with the conduct of its business remain the property of FS2. All such
records and documents and other materials  shall be returned  immediately to FS2
upon the termination of this Agreement.

The  Consultant  shall not disclose or appropriate to his own use, or to the use
of any  third  party,  at any  time  during  or  subsequent  to the Term of this
Agreement,  any  confidential  information  and trade secrets of FS2  including,
without limiting the foregoing,  any privileged commercial information of FS2 or
any  of  FS2's  affiliates  or  subsidiaries  including,  but  not  limited  to,
information pertaining to customer lists, services, methods, processes,  prices,
profits,  contract terms or operating procedures,  unless authorized to do so by
FS2.  All  such  manuals,  letters,  notes,  notebooks,  reports  and all  other
materials of a secret or  confidential  nature shall be returned  immediately to
FS2 upon the termination of this  Agreement.  FS2 shall have the right to obtain
injunctive relief,  without bond, for violation of the terms of this Section 10.
The terms of this Section 10 shall survive the expiration of this Agreement.

11.  Ownership and Intellectual Property Rights

All records and documents,  whether in hard copy,  diskette,  or in other media,
given to The Consultant,  by FS2 relating to this Agreement  remain the property
of FS2.

                                                                 [     ] [     ]
                                                                    Initials
<PAGE>

                                                                               4

12.  Early Termination

12.1 This Agreement may terminate prior to the end of the Term:

     (a)  by mutual written agreement between the parties;
     (b)  upon six months' prior written  notice by either party after the first
          eighteen  months of the Term, in which case it is understood  that FS2
          will only pay for services rendered to the date of termination; or
     (c)  by  FS2,  in the  event  of  death,  disability  or  other  incapacity
          resulting in the inability of The Consultant to perform the duties set
          forth herein.  In the event of termination under this Section 12.1(c),
          the  termination  shall  be  effective  as of the  date of  notice  of
          termination.

12.2 FS2  shall  have  the  option  to  terminate   this  Agreement  for  cause,
     immediately  upon notice to The  Consultant,  upon the occurrence of any of
     the following events:

     (a)  The Consultant  materially  breaches any of the terms or provisions of
          this Agreement and (if the breach is capable of remedy) The Consultant
          has failed to remedy  within 45 days after  receipt of written  notice
          giving  particulars of the breach.
or
     (b)  The Consultant  habitually  neglects his duties as contemplated  under
          this Agreement.

Termination for cause shall be without prejudice to any of FS2's other rights or
recourses against The Consultant.

13.  Assignment

This Agreement may not be assigned by The  Consultant  without the prior written
approval of FS2.

14.  Modification of Agreement

This  Agreement  may be  modified  by  the  parties  hereto  only  by a  written
supplemental agreement executed by both parties.

                                                                 [     ] [     ]
                                                                    Initials
<PAGE>
                                                                               5

15.  Notice

Except as expressly  provided  elsewhere in the  Agreement,  any notice or other
communication  to the  other  party  shall be in  writing  and  shall be sent by
facsimile  with a copy by prepaid  priority  mail to the  facsimile  numbers and
addresses indicated below;

For FS2:

FS2 Limited
Carlton Tower,
34 St Pauls Street, Leeds,
LS1 2QB
United Kingdom
Fax: 44 (0)113 244 6680

For The Consultant:

Emsley Management Ltd.
2920 64th Street
Delta, British Columbia, Canada, V4L 2N7

Tel:       +1 (604) 946 0737
Fax:       +1 (604) 946 7250
E-mail:    emsley@axion.net

Such notice or other communication shall be deemed received on the next business
day (in  the  jurisdiction  of the  recipient)  following  its  transmission  by
facsimile. The parties may change their addresses or facsimile numbers by notice
to the other party.

16.  General

Words importing the singular shall include the plural and vice versa.

The  failure  by either  party at any time to require  performance  by the other
party of any of its  obligations  shall not affect the other  party's  rights to
require such performance at any time  thereafter.  A waiver by either party of a
breach  or  specific  delay  shall  not be taken  or held to be a waiver  of any
subsequent breach or delay.

The  headings  of  Sections  are for  convenience  only and shall not be used to
interpret  provisions  of this  Agreement  or otherwise  affect the  substantive
provisions.

17.  Severability

If any  part,  term,  or  provision  of this  Agreement  shall be held  illegal,
unenforceable,  or in conflict with any law of a government having  jurisdiction
over this Agreement, the validity of the remaining portions or provisions of the
Agreement  shall  not be  affected  thereby  and shall  remain in force.  In the
exceptional  case  where  suppression  would  empty the whole  Agreement  of its
substance the whole Agreement may be terminated.

                                                                 [     ] [     ]
                                                                    Initials
<PAGE>

                                                                               6

18.  Force Majeure

The  performance  of this  Agreement  by either party is subject to acts of God,
war, government regulations,  disaster, strikes, civil disorders, curtailment of
transportation   facilities,   or  other  emergencies   making  it  impractical,
inadvisable,  illegal or impossible for either party to perform its obligations.
It is accepted that this Agreement may be terminated without penalty for any one
or more of the foregoing reasons by written notice from one party to the other.

19.  Governing Law and Arbitration

This Agreement shall be governed by the laws of the United Kingdom.

Should any  difference  or dispute arise  between the parties  concerning  their
respective rights,  duties or liabilities under this Agreement,  such difference
or dispute shall be exclusively and finally settled by arbitration under the ICC
Rules of Arbitration.

20.  Entire Agreement

This Agreement  contains the entire contract between the parties with respect to
the subject matter hereof and supersedes all prior agreements and understandings
between the parties concerning the subject matter hereof.


This  Agreement  will  be  signed  in  duplicate  by the  parties,  FS2  and The
Consultant, each party retaining one signed copy.

In WITNESS  HEREOF,  the parties have  executed the  Agreement as on the day and
year of this Agreement.

Date:                                          Date:
     -----------------------------                  ----------------------------



FS2 LIMITED                                    EMSLEY MANAGEMENT LTD.


Signed:                                        Signed: /s/ Roger Emsley
       ---------------------------                   ---------------------------
                                                     Roger Emsley, Director


                                                                 [     ] [     ]
                                                                    Initials
<PAGE>
                                                                               7

                             Schedule 1 Compensation


FS2 and the Consultant  hereby agree the following terms and conditions and rate
of payment for the Services under the Consulting and Services Agreement:

     1.   The sum of $US  12,000.00 per month to be paid monthly in arrears upon
          presentation of invoice.
     2.   Payment to commence as of the effective  date of this  agreement,  but
          waived for the  calendar  year 2002 and as long as the  Consultant  is
          under  a  separate  contract  with  the  International  Air  Transport
          Association.

     3.   All fees to be paid in US Dollars and wire  transferred at the expense
          of FS2 to a bank account nominated by the Consultant.


                                                                 [     ] [     ]
                                                                    Initials