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                                                                    EXHIBIT 10.1

                           SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is entered into the formal date of September 16, 2003.

BETWEEN:                   3720161 CANADA CORPORATION,  doing business under the
                           name  of  Mobilair   Integration,   a  company   duly
                           incorporated  and organized under the laws of Canada,
                           having  its  principal  place  of  business  at  400,
                           Jean-Lesage  Blvd,  Suite 045, in the City of Quebec,
                           Province of Quebec,  herein acting and represented by
                           Daniel Veilleux, its President, duly authorized as he
                           so declares;

                           (hereinafter "Mobilair")

AND:                       MEDICAL LICENSING INTERNATIONAL CORP., a company duly
                           incorporated under the laws of the State of Delaware,
                           having  a place  of  business  at 300  St.  Sacrement
                           Street, Suite 414, in the City of Montreal,  Province
                           of Quebec,  H2Y 1X4, herein acting and represented by
                           Gilles Cloutier, its president, duly authorized as he
                           so declares;

                           (hereinafter the "Licensee")


WHEREAS  Mobilair is the owner of certain  computer  software for public  safety
management systems;

WHEREAS  Mobilair  has  developed  and  plans to  continue  the  development  of
technologies  solutions  (hardware and software) that integrate new concepts for
public safety management systems;

WHEREAS the Licensee is focused on providing  automation solutions to the Public
Safety Market;

WHEREAS the Licensee wishes to gain licensee status for the Software;

WHEREAS the  Licensee  possesses a sale force and  expertise to  distribute  the
Software in the world;

WHEREAS the Licensee  acknowledges  and agrees that  Mobilair,  in entering into
this  Agreement,  is relying on the  representations  made by the Licensee  with
respect to its sale and marketing strength;

NOW IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS



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In  this  Agreement,  unless  the  context  otherwise  requires,  the  following
expressions  have the following  meanings:  1.1 "Asset" means all of the assets,
properties,  goodwill  and  rights  of  every  kind  and  description,  real any
personal,  tangible  and  intangible,  wherever  situated  and  whether  or  not
reflected in such Party's most recent  financial  statements,  that are owned or
possessed by such Party;

1.2 "Benefit Plan" means all employee  benefit,  health,  welfare,  supplemental
unemployment benefit,  bonus, pension,  profit sharing,  deferred  compensation,
severance,   incentive,   stock   compensation,   stock  purchase,   retirement,
hospitalization  insurance,  medical, dental, legal, disability,  fringe benefit
and similar  plans,  programs,  arrangements  or practices,  including,  without
limitation, each "employee benefit plan" as defined in Section 3(3) of ERISA;

1.3  "Business"  means  with  respect to any  Person  the  entire  business  and
operations of such Person;

1.4 "Business Day" means a day other than a Saturday, Sunday or a public holiday
in the city of Quebec, Province of Quebec, Canada;

1.5  "Charter   Documents"  means  any  entity's   certificate  or  articles  of
incorporation, and any amendments thereto;

1.6 "Contract" means any written or oral contract,  agreement, letter of intent,
agreement in principle, lease, instrument or other commitment that is binding on
any Person or its property under applicable Law;

1.7 "Court Order" means any judgment, decree, injunction, order or ruling of any
federal,  state,  local or foreign court or  governmental  or regulatory body or
authority, or any arbitrator that is binding on any Person or its property under
applicable Law;

1.8  "Customer"  means the  customers  of the Licensee or  sub-licensee  who are
granted a license or  sub-license  that  includes the right to use, for internal
purpose only, the Software;

1.9 "Default" means (i) a breach,  default or violation,  (ii) the occurrence of
an event that with or without  the  passage of time or the giving of notice,  or
both, would  constitute a breach,  default or violation or (iii) with respect to
any  Contract,  the  occurrence  of an event that with or without the passage of
time  or the  giving  of  notice,  or  both,  would  give  rise  to a  right  of
termination,  renegotiation  or  acceleration or a right to receive damages or a
payment of penalties;

1.10  "Encumbrances"  means any lien,  mortgage,  hypothec,  security  interest,
pledge,  restriction on transferability,  defect of title or other claim, charge
or encumbrance of any nature whatsoever on any property or property interest;



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1.11 "Environmental Law" means all Laws, Court Orders, principles of common law,
and permits,  licenses,  registrations,  approvals or other authorization of any
Governmental Authority relating to Hazardous Substances,  pollution,  protection
of the environment or human health;

1.12  "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended;

1.13  "GAAP"  means  United  States  generally  accepted  accounting  principles
including  those  set  forth:  (a) in the  opinions  and  pronouncements  of the
Accounting  Principles  Board of the  American  Institute  of  Certified  Public
Accountants,   (b)  in  the  statements  and  pronouncements  of  the  financial
Accounting Standards Board, (c) in such other statements by such other entity as
approved by a  significant  segment of the  accounting  profession,  and (d) the
rules and regulations of the SEC governing the inclusion of financial statements
(including pro forma financial  statements) in periodic  reports  required to be
filed pursuant to Section 13 of the Securities  Exchange Act, including opinions
and pronouncements in staff accounting  bulletins and similar written statements
from the accounting staff of the SEC;

1.14 "Hazardous  Substances" means any material,  waste or substance (including,
without  limitation,  any  product)  that  may or  could  pose a  hazard  to the
environment or human health or safety  including,  without  limitation,  (i) any
"hazardous substances," as defined by the Comprehensive  Environmental Response,
Compensation  and Liability Act, 42 U.S.C.  ss.9601 et seq. and its implementing
regulations,  (ii) any "extremely hazardous substance,"  "hazardous chemical" or
"toxic  chemical"  as those  terms are  defined by the  Emergency  Planning  and
Community  Right-to-Know  Act, 42 U.S.C.  ss.11001 et seq, and its  implementing
regulations,  (iii) any  "hazardous  waste,"  as defined  under the Solid  Waste
Disposal  Act, as amended by the  Resource  Conservation  and  Recovery  Act, 42
U.S.C. ss.6901 et seq, and its implementing  regulations,  (iv) any "pollutant,"
as defined under the Water Pollution Control Act, 33 U.S.C.  ss.1251 et seq, and
its implementing regulations as any of such Laws in clauses (i) through (iv) may
be amended from time to time, and (v) any material, substance or waste regulated
under any Laws or Court  Orders  that  currently  exist or that may be  enacted,
promulgated  or issued in the future by any  Governmental  Authority  concerning
protection  of the  environment,  pollution,  health  or  safety  or the  public
welfare;

1.15 "Intellectual Property Rights" includes patents, trademarks, service marks,
registered designs,  integrated circuit topography,  including  applications for
any  of  the  foregoing,  as  well  as  copyright,   design  rights,   know-how,
confidential information,  trade and business names and any other similar rights
in any country;

1.16 "Law" means any statute,  law, ordinance,  regulation,  order, rule, common
law principles or consent agreements of any Governmental  Authority,  including,
without  limitation,  those  covering  environmental,  energy,  safety,  health,
transportation, bribery, record keeping, zoning, anti-discrimination, antitrust,
wage and hour, and price and wage control matters;



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1.17  "Liability"  means  any  direct  or  indirect   liability,   indebtedness,
obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of
or by any Person;

1.18 "Licensee  Modifications"  means all  modifications and enhancements of the
Software  made  by the  Licensee  in  accordance  with  the  provisions  of this
Agreement;

1.19  "Litigation"  means any lawsuit,  action,  arbitration,  administrative or
other proceeding, criminal prosecution or governmental investigation or inquiry;

1.20  "Material  Adverse  Effect"  means a fact  or  event  which  has had or is
reasonably  likely to have a material  adverse  effect on the Assets,  Business,
financial  condition  or results of  operations  of a Party as  indicated by the
context  in  which  used,  and  when  used  with  respect  to   representations,
warranties,   conditions,   covenants  or  other  provisions  hereof  means  the
individual  effect of the  situation to which it relates and also the  aggregate
effect of all similar situations unless the context indicates otherwise;

1.21  "Object  Code"  means the machine  executable  form of the  Software  that
results from the compilation and/or assembly of Source Code;

1.22  "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind;

1.23 "Public Safety Market" means the market covering  police,  fire,  ambulance
and environment services provided by federal,  state,  provincial,  municipal or
local public authorities;

1.24 "Regulation" means any federal, provincial, state, local or foreign rule or
regulation;

1.25 "SEC" means the United States Securities and Exchange Commission;

1.26 "Securities Act" means the Securities Act of 1933, as amended;

1.27  "Securities  Exchange Act" means the  Securities  Exchange Act of 1934, as
amended;

1.28 "Services" means any Software  support services  provided or to be provided
by the  Licensee  pursuant  to  any  agreement  entered  into  with a  Customer,
including for the custom programming and the enhancement of the Software;

1.29 "Software"  means the executable  version of Mobilair's  software in Object
Code  for  public  safety  management  systems,  as the  case  may  be,  and all
modifications,  enhancements  and  replacements  thereof and  additions  thereto
related to the Public  Safety  Market which may be provided by Mobilair and made
available  to the Licensee  from time to time  pursuant to this  Agreement.  The
Software is described in Schedule 1.29 attached hereof;



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1.30 "Source  Code" means all  existing and  available  logic,  logic  diagrams,
flowcharts,  orthographic representations,  algorithms,  routines, sub-routines,
utilities,  modules,  file  structures,  coding  sheets,  coding,  source  codes
listings,  functional  specifications,  program  specifications  and  all  other
existing and available  materials and documents necessary to enable a reasonably
skilled programmer to maintain, amend and enhance the Software without reference
to any other person or documentation, both in human-readable or machine-readable
form;

1.31 "Sub-licensee"  means a person authorised pursuant to paragraph 3.2 of this
Agreement to exercise some or all of the functions of the Licensee;

1.32 "Taxes" means  duties,  sales,  goods and services,  excise and value added
taxes;

1.33 "Tax  Returns"  means  any  report,  return,  election,  notice,  estimate,
declaration,  information statement and other forms and documents (including all
schedules,  exhibits  and other  attachments  thereto)  relating to and filed or
required  to be filed  with a taxing  authority  in  connection  with any  Taxes
(including, without limitation, estimated Taxes);

1.34 "Territory" means the world;

2. APPOINTMENT AND ASSIGNMENT

2.1  Mobilair  hereby  grants  to  the  Licensee,   who  accepts,  an  exclusive
royalty-free,  perpetual  license to use,  offer and  distribute the Software to
Customers solely in the Public Safety Market in the Territory.

2.2 Licensee shall not reverse engineer,  decompile, or disassemble the Software
or any part of the  Software  or take any  other  steps to  discover  the  trade
secrets  or  Confidential  Information  in  the  Software,   including,  without
limitation,  any internal or graphical user  interfaces  except as  specifically
permitted by applicable  law and to the extent that Mobilair is not permitted by
applicable  laws to exclude or limit such  right;  provided  that  Licensee  may
examine the  external  programming  interface of the Software for the purpose of
the development or modification of the Software.

2.3 Mobilair  hereby  undertakes  to assign,  transfer and convey,  from time to
time, its titles, rights and interests to the Licensee,  who shall acquire same,
in certain contracts or agreements entered into between Mobilair and its clients
or customers  which are listed in Schedule 2.3 attached  hereof.  Mobilair  also
hereto  covenants  and  agrees  that it shall,  from time to time,  use its best
efforts and execute and deliver such additional documents and instruments and do
such acts and things as may be  reasonably  required  for the purposes of giving
effect to this  assignment  of contracts and



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agreements  to the  Licensee.  The Licensee  acknowledges  that some consents or
approvals  shall be  required  in order  that such  assignment  or  transfer  of
contracts and  agreements  provided in the Schedule 2.3 be  completed.  Mobilair
neither  makes nor grants  any  warranties  that all  contracts  and  agreements
provided in Schedule 2.3 will be assigned to the Licensee hereunder. All amounts
and payments received by Mobilair regarding all services executed after the date
of the present  agreement  regarding all contracts  and  agreements  provided in
Schedule 2.3 shall be paid by Mobilair to the Licensee.

3. SUB-LICENSEES

3.1  The  Licensee  shall  not be  entitled  to  assign  any of  its  rights  or
obligations  under this  Agreement  save in  accordance  with the  provisions of
paragraph 3.2;

3.2 The Licensee may appoint Sub-licensees provided:

         3.2.1    that Mobilair has previously  approved the appointment of each
                  such  Sub-licensee  in writing,  which  approval  shall not be
                  unreasonably withheld;

         3.2.2    such  Sub-licensee  has acknowledged in writing to Mobilair in
                  the terms set forth in Section 0 herein or such other terms as
                  Mobilair  may  accept  that  such  Sub-licensee  shall  retain
                  confidential  information  reviewed  by  it  pursuant  to  the
                  sub-license  in confidence  and apply it only for the purposes
                  of the sub-license;

         3.2.3    no appointment shall be assignable or transferable;

         3.2.4    the  Licensee  shall  notify  Mobilair  of any  breach  by any
                  Sub-Licensee of the terms of its appointment  immediately upon
                  learning of it;

         3.2.5    the  Licensee   shall  be  responsible  to  Mobilair  for  the
                  enforcement of the terms of the appointment and for inspecting
                  the records and accounts of each Sub-Licensee;

         3.2.6    no appointment  shall  continue  after the  termination of the
                  Agreement; and

         3.2.7    appointments  shall be in the terms  mutatis  mutandis  as the
                  terms of this  Agreement so far as  applicable,  but excluding
                  this Section.

3.3 Notwithstanding the foregoing,  the Licensee may sub-license the Software to
Customers solely for use in the Public Safety Market.

4. DURATION

This Agreement  shall commence on the date hereof and shall be perpetual,  until
otherwise terminated in accordance with the provisions of this Agreement.

5. REMUNERATION



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5.1 As a  consideration  to the  granting of the  exclusive  rights  pursuant to
Section 2  hereunder,  the Licensee  agrees to allot and issue to Mobilair,  the
following  restricted shares of common stock of its capital stock (the "Licensee
Restricted Shares"):

         5.1.1    as of the  date of this  Agreement,  Licensee  shall  issue to
                  Mobilair  an  aggregate  of  12,900,000   Licensee  Restricted
                  Shares;

         5.1.2    as of the date of this Agreement and as further  consideration
                  for  the  license,   Licensee  shall  issue  an  aggregate  of
                  1,000,000  Licensee  Restricted  Shares to Mobilair  Employees
                  listed on Scheduled 5.1.2 hereto.

6.       TAXES

6.1 The Licensee shall be responsible for the payment of all Taxes applicable to
any Software, services rendered or payments made hereunder.

6.2 In the event that  Mobilair  has paid such Taxes on behalf of the  Licensee,
then it shall be entitled to be reimbursed by the Licensee upon  presentation of
any proof of such payment.

7.       GENERAL OBLIGATIONS OF MOBILAIR

7.1      Mobilair shall:

         7.1.1    deliver to the  Licensee the Software and copy of all material
                  and documents developed by Mobilair for use in connection with
                  the Software including revisions, new and corrected documents;

         7.1.2    fulfil all of its  obligations  under the  Services  Agreement
                  entered into between  Mobilair and the Licensee as of the date
                  hereof whereby Mobilair shall, among other things, provide the
                  Licensee with  installation,  integration and support services
                  to the Licensee;

         7.1.3    give the Licensee  reasonable  advance  written  notice of any
                  change in or modification of the Software; and

         7.1.4    provide  the  Licensee   promptly  with  all  information  and
                  assistance   necessary  to  enable  the  Licensee  to  perform
                  properly its obligations hereunder in respect of any modified,
                  enhanced  or  replacement   version  of  or  addition  to  the
                  Software.

7.2 Mobilair reserves the right to modify, enhance, replace or make additions to
the Software in any way whatsoever as Mobilair may in its discretion determine.

8.       GENERAL OBLIGATIONS OF THE LICENSEE

8.1      The Licensee shall:



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         8.1.1    promptly inform Mobilair of any facts or opinions of which the
                  Licensee  becomes  aware  likely to be relevant in relation to
                  the  commercial  exploitation  of the  Software  and which are
                  advantageous  or  disadvantageous  to the  interests  of  such
                  exploitation;

         8.1.2    at all times  conduct  its  business  in a manner  that  shall
                  reflect  favourably  on the  Software and on the good name and
                  reputation of Mobilair;

         8.1.3    not by  itself  or with  others  participate  in any  illegal,
                  deceptive,  misleading or unethical practices  including,  but
                  not limited to, disparagement of the Software,  of Mobilair or
                  other  practices  which may be  detrimental to the Software or
                  Mobilair;

         8.1.4    observe and comply with all applicable laws, orders,  decrees,
                  notices,  rules  and  regulations  relating  to or in any  way
                  applicable  to  the  sale  and  use  of  the  Software  in the
                  Territory;

         8.1.5    not  make  any  promises  or   representations   or  give  any
                  warranties,  guarantees  or  indemnities  in  respect  of  the
                  Software except such as are provided hereunder or as expressly
                  authorised by Mobilair in writing;

         8.1.6    permit  Mobilair  and its  authorised  agents upon  reasonable
                  notice to enter any of the Licensee's premises for the purpose
                  of  ascertaining  that  the  Licensee  is  complying  with its
                  obligations under this Agreement.

9. MARKETING

9.1 The Licensee agrees to develop and document specific  marketing  initiatives
and to articulate and document  resource plans in order to meet agreed marketing
initiatives which shall include personnel,  travel, equipment,  participation to
conventions,  trade shows or  seminars,  installation  of  demonstration  rooms,
creation and distribution of promotional material (including videos,  literature
or  information  diskettes)  in order to enable  the  Licensee  to  achieve  its
marketing initiatives.

10. CORRECTIONS AND MODIFICATIONS

10.1 The Licensee shall promptly  notify  Mobilair of any error or defect in the
Software of which it becomes aware and provide Mobilair with documented examples
of such error or defect.

10.2  Mobilair  shall  within 10 Business  Days of receipt of such  notification
evaluate the notified  error or defect and provide the Licensee with an estimate
of the length of time it shall take to fix such error or defect.



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10.3 Within the 10 Business Days period referred to in paragraph 10.2,  Mobilair
shall  devote  its  best  efforts  in  order  to  provide  the  Licensee  with a
replacement or by-pass solution to the error or defect.

10.4 If  Mobilair  is not able or fails  to  comply  with  paragraph  10.3,  the
Licensee shall be entitled to take,  with the prior  approval of Mobilair,  such
approval not to be unreasonably  withheld or delayed, such measure and give such
advice as may be  necessary  to  provide a  temporary  solution  to the error or
defect for  Customers  pending the delivery of the said  replacement  or by-pass
solution or of the said replacement copy.

10.5 Save and except as provided in paragraph 10.4, the Licensee shall not alter
or modify the whole or any part of the Software in any way whatever.

11. SOURCE CODE

11.1 Within fourteen (14) days after the execution of this  Agreement,  Mobilair
shall  deposit one (1) copy of the Source Code  relating to the Software with an
escrow agent pursuant to the provisions to be negotiated by the parties.

11.2 Mobilair  acknowledges and agrees that it may be necessary for the Licensee
to  negotiate  Source  Code  escrow  arrangements  with  prospective  Customers.
Mobilair  shall  consider  in good faith and shall not  unreasonably  refuse any
request  made to this  effect  by the  Licensee  it  being  understood  that the
conditions of any such escrow  arrangement  shall be at least  stringent for the
Customer  as those set forth in the  Escrow  Agreement  and  shall,  in any case
subject to the prior written approval of Mobilair and its legal advisors.

12. CONFIDENTIALITY

12.1  Both  Parties  agree  to  consider  and  to  threat  as  confidential  any
information  or data  disclosed  to the other Party  pursuant to this  Agreement
either in writing or orally which shall have been  designated to the other Party
in writing as  confidential  or which is  treated as  confidential  by the other
Party in accordance with normal practices in the computer industry  (hereinafter
referred to as "Confidential Information").

12.2 The Parties agree that Confidential Information shall:

         12.2.1       be protected and kept in strict  confidence by the Parties
                      which must use the same degree of precaution and safeguard
                      as is used to protect their own proprietary information of
                      like  importance,  but in no case any less than reasonable
                      care;

         12.2.2        be only disclosed to and used by those persons within the
                       Parties' or a Sub-licensee's organization who have a need
                       to know for the purposes of carrying  out this  Agreement
                       for use solely for the purposes of this Agreement;



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         12.2.3   not be used in whole or in part for any purpose other than the
                  purpose of this Agreement without the prior written consent of
                  the other Party;

         12.2.4   neither  be  disclosed  nor  caused  to be  disclosed  whether
                  directly or  indirectly  to any third  party or persons  other
                  than those  mentioned  in  sub-paragraphs  0 and 0 above or as
                  otherwise agreed to amongst the Parties;

         12.2.5   neither be copied, nor otherwise  reproduced nor duplicated in
                  whole  or  in  part  where  such  copying,   reproduction   or
                  duplication have not been  specifically  authorized in writing
                  by the Party to which this Confidential Information pertains.

12.3 Any documents or information media containing Confidential  Information and
copies thereof  disclosed by one Party to the other shall remain the property of
the  disclosing  Party and shall be  returned  to such  Party  immediately  upon
termination of this Agreement.

12.4 Neither Party shall have  obligations or  restrictions  with respect to any
Confidential Information which it can prove:

         12.4.1   has  come  into the  public  domain  prior  to,  or after  the
                  disclosure thereof and in such case through no wrongful act of
                  the Party;

         12.4.2   is  already  known  to the  Party,  as  evidenced  by  written
                  documentation in files of such Party;

         12.4.3   has  been  lawfully   received  from  a  third  party  without
                  restrictions   or   breach   of   this   Agreement   or  of  a
                  confidentiality   agreement   with  the  Party  to  which  the
                  Confidential Information pertains;

         12.4.4   has been or is published  without violation of this Agreement,
                  or

         12.4.5   is approved for release or use by written authorization of the
                  Party to which the Confidential Information pertains.

         12.5     The provisions of this Section shall survive the  termination,
                  for any reason whatsoever, of this Agreement.

13. PROPERTY RIGHTS

13.1 The  Software  and the Source  Code and the  Intellectual  Property  Rights
therein or  relating  thereto  are and shall  remain the  exclusive  property of
Mobilair  throughout  the  Territory  and no title to  these  shall  pass to the
Licensee or to its Customers.

13.2 Mobilair shall be the exclusive owner of all  Intellectual  Property Rights
in and to any modifications made to the Software by the Licensee,  its employees
or any third party with the prior written  authorization of Mobilair,  including
any modification  made for any



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Customers in  accordance  with this  Agreement,  and any  modifications  made in
conjunction  with Mobilair as well as any  Intellectual  Property  Rights in any
product,  work or software  deriving from such  modifications  or  collaboration
throughout the Territory and for all the duration of such Intellectual  Property
Rights, the Licensee hereby irrevocably  agreeing to promptly complete and sign,
or to cause any third party  mentioned  hereinabove  to complete and sign,  upon
demand from Mobilair to this effect,  any document  necessary or useful in order
to confirm or give effect to this paragraph.

13.3 The Licensee acknowledges and agrees that the Software and the Source Code,
including,  without limitation, user interface, monitor display formats, modules
and  programming  techniques  developed  and used in the Software and the Source
Code, and all  enhancements,  modifications and updates thereto made by Mobilair
constitute  the  exclusive  property  of  Mobilair,  whether or not any  portion
thereof  is nor may be  copyrighted  or  patented  and  that  title  to and full
ownership thereof shall at all times remain exclusively in Mobilair.

13.4 The Licensee  shall notify  Mobilair  immediately  if the Licensee  becomes
aware of any unauthorised use of any of the Software or the Source Code relating
to the Software or any of the  Intellectual  Property Rights therein or relating
thereto and shall assist Mobilair, at Mobilair's expense, in taking all steps to
protect or defend Mobilair's rights therein.

13.5 The Licensee shall not use, reproduce or deal in the Software or the Source
Code or any copies thereof except as expressly authorized under this Agreement.

13.6 The Licensee shall not at any time expressly or implicitly claim any right,
title or interest  in the  Software or in the Source Code nor pretend to acquire
or have  acquired  any  Intellectual  Property  Right in the  Software or in the
Source Code from a third party.

13.7 The provisions of this Section shall survive the termination for any reason
of this Agreement.

14. REPRESENTATIONS AND WARRANTIES FROM MOBILAIR

14.1 Mobilair  represents  and warrants that it is the sole and exclusive  legal
and beneficial owner of all Intellectual  Property Rights in and to the Software
and of the Source Code except for any portion of the Software for which Mobilair
has been licensed by third parties and, in such case,  that Mobilair is entitled
to grant to the Licensee  hereunder with respect to such licensed portion of the
Software.  Mobilair further  represents and warrants that it is not aware of any
existing,  potential or conflicting claim of ownership in or to the Intellectual
Property Rights or any part thereof.

14.2 Except for the  Contracts  of  Mobilair  listed in  Schedule  2.3  attached
hereto,  Mobilair is not a party to or otherwise  bound by any  agreements  with
respect to the Software,  the Source Code and the  Intellectual  Property Rights
related thereto.



                                       11
<PAGE>

14.3 Except as disclosed in Schedule 14.3 Mobilair has good and marketable title
to its Intellectual  Property Rights, the Software and the Source Code, free and
clear of all Encumbrances.

14.4 Mobilair shall defend and save harmless the Licensee against any claim that
the Software  infringes any  Intellectual  Property Right of any third party and
Mobilair  shall pay any  resulting  costs,  damages  and  reasonable  legal fees
incurred, provided that:

         14.4.1   the Licensee promptly notifies Mobilair in writing of any such
                  claim; and

         14.4.2   Mobilair  has sole  control  of the  defence  and all  related
                  settlement  negotiations,   provided  that  the  Licensee  may
                  involve its own attorneys to assist in such endeavour,  at its
                  sole expenses.

14.5 Notwithstanding paragraph 14.4, Mobilair shall have no obligation to defend
the Licensee or to make any payment of costs,  damages,  legal fees or otherwise
for any claim based upon:

         14.5.1   use of other than a current unaltered version of the Software;
                  or

         14.5.2   the  combination,  operation or use of the  Software  with any
                  hardware,  Software,  equipment  or process not  specified  by
                  Mobilair or approved  by Mobilair if such  infringement  would
                  have been avoided but for such combination, operation or use.

14.6  Excluded  from  Mobilair's  warranties  are  any  defect  of the  Software
resulting  from  accident,  abnormal  physical,  electrical  or  electromagnetic
conditions,   wrong  use,   variation   of  energy   sources   from   Mobilair's
specifications  or failure to provide  suggested air  conditioning  and humidity
control in accordance with Mobilair's specifications.

14.7 IN NO EVENT SHALL  MOBILAIR HAVE ANY  LIABILITY  TOWARD THE LICENSEE OR ITS
CUSTOMERS FOR LOSS (DIRECT OR INDIRECT) OF PROFITS,  LOSS OF BUSINESS REVENUE OR
FAILURE  TO  REALIZE   EXPECTED   SAVINGS  OR  FOR  ANY  INDIRECT,   SPECIAL  OR
CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR THE
LOSS OF DATA OR  INFORMATION  OF ANY KIND,  HOWEVER  CAUSED,  OR  FAILURE OF ANY
PRODUCT TO WORK OR PERFORM IN ANY WAY, OR ANY LIABILITY TO CUSTOMERS OR TO THIRD
PARTIES,  EVEN IF ADVISED OF THE  POSSIBILITY  THEREOF AND WHETHER  ARISING FROM
NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE.

14.8 EXCEPT FOR THE  FOREGOING  EXPRESS  WARRANTY,  MOBILAIR  NEITHER  MAKES NOR
GRANTS ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE EXPRESS TERMS
OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS
AND OBLIGATIONS IMPLIED BY STATUTE,  COMMON LAW, CUSTOM,  TRADE USAGE, COURSE OF
DEALING OR  OTHERWISE,  ALL OF WHICH ARE HEREBY  EXCLUDED TO THE FULLEST  EXTENT
PERMITTED BY LAW.  MOBILAIR  HEREBY  EXCLUDES ANY AND ALL IMPLIED  WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PURPOSE,
PARTICULAR, SPECIFIC OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY LAW.



                                       12
<PAGE>

14.9  Notwithstanding any provision to the contrary in this Agreement,  Mobilair
does not exclude or limit its  liability  for  material  injury  caused  through
Mobilair's  intentional or gross  negligence nor for bodily  injuries  caused to
third parties by Mobilair's fault.

15. REPRESENTATIONS AND WARRANTIES FROM LICENSEE

15.1. The Licensee hereby represents and warrants to Mobilair as follows:

         15.1.1   CORPORATE.  Licensee  is  duly  incorporated,   organized  and
                  existing under the laws of the State of Delaware. The Licensee
                  is  qualified to do business as a foreign  corporation  in all
                  jurisdictions where it is required to be so qualified,  except
                  where the  failure  to so  qualify  would not have a  Material
                  Adverse  Effect.  The  Charter  Documents  and  by-laws of the
                  Licensee  have been duly adopted and ratified and are current,
                  correct and complete.  The Schedule 15.1.1 contains a complete
                  copy of the Charter Documents and by-laws of Licensee in force
                  at the date hereof and there are no undertakings to amend such
                  Charter Documents or by-laws except for the amendment required
                  for the change of the name of the Licensee provided in Section
                  15.1.5;

         15.1.2   OPTIONS.  Except for the options  provided  in Section  15.1.7
                  hereof, there are no contracts,  options or any other right of
                  another  binding  upon or which at any time in the  future may
                  become  binding upon  Licensee to allot or issue common shares
                  or Licensee Shares or any other securities of the Licensee;

         15.1.3   ACQUISITIONS.  Licensee does not own,  directly or indirectly,
                  and has not agreed to acquire shares or securities convertible
                  into  shares of  another  company or any other  interest  in a
                  company, partnership or other business venture.

         15.1.4   AUTHORIZATION.  Licensee  has the  capacity  and all  required
                  corporate powers to conclude this Agreement and to perform its
                  obligations hereunder,  including the issuance of the Licensee
                  Restricted Shares. All necessary  corporate action on the part
                  of the  directors  of  Licensee  have  been duly  adopted  and
                  authorized in order to permit the execution of this  Agreement
                  and the  performance of its  obligations  hereunder,  and this
                  Agreement has been or will be, as the case may be, duly signed
                  by a duly authorized  representative of Licensee, such that it
                  constitutes  or will  constitute  valid  and  legally  binding
                  obligations  of Licensee,  as the case may be,  enforceable in


                                       13
<PAGE>

                  accordance  with its  respective  terms,  except that: (i) the
                  enforcement  thereof may be limited by bankruptcy,  insolvency
                  and other laws affecting the enforcement of creditor's  rights
                  generally,  (ii) rights of indemnity,  contribution and waiver
                  of contribution thereunder may be limited under applicable law
                  and (iii) equitable remedies,  including,  without limitation,
                  specific  performance  and injunctive  relief,  may be granted
                  only in the discretion of a court of competent jurisdiction.

         15.1.5   VALIDITY  OF   CONTEMPLATED   TRANSACTIONS.   The   securities
                  issuances  to be made by Licensee  pursuant to this  Agreement
                  will  be  made  in  compliance  with  the  Securities  Act and
                  applicable state and provincial  securities Law. The amendment
                  to be made to Licensee's Charter Documents with respect to the
                  change of the name of Licensee will be made in compliance with
                  the Delaware  General  Corporation  Law. With the exception of
                  the above,  neither the  execution and delivery by Licensee of
                  this  Agreement,   nor  the  performance  of  its  obligations
                  hereunder,  will require any filing, consent or approval under
                  or  constitute  a  Default,  or result  in a loss of  material
                  benefit under, (a) any Law or Court Order to which Licensee is
                  subject,  (b) the Charter Documents or bylaws of Licensee,  or
                  (c) any Contracts to which Licensee is a party or by which any
                  of the Licensee Assets may be subject.

         15.1.6   Licensee SEC REPORTS; FINANCIAL STATEMENTS. Licensee has filed
                  all required forms, reports,  statements,  schedules and other
                  documents  with  the  SEC  (collectively,  the  "Licensee  SEC
                  Reports").  Each of such Licensee SEC Reports,  at the time it
                  was filed or was amended,  complied in all  material  respects
                  with all applicable requirements of the Securities Act and the
                  Securities Exchange Act, and with the forms and Regulations of
                  the SEC promulgated  thereunder,  and did not contain,  at the
                  time it was filed or was  amended,  any untrue  statement of a
                  material  fact or omit to state any material  fact required to
                  be stated therein or necessary in order to make the statements
                  therein,  in light of the  circumstances  under which they are
                  made, not misleading. The financial statements,  including all
                  related  notes and  schedules,  contained  in the Licensee SEC
                  Reports (or incorporated by reference  therein) fairly present
                  the financial  position of Licensee as at the respective dates
                  thereof  and the  results  of  operations  and  cash  flows of
                  Licensee  for the periods  indicated in  accordance  with GAAP
                  applied on a consistent  basis throughout the periods involved
                  (except for changes in accounting  principles disclosed in the
                  notes  thereto)  and subject in the case of interim  financial
                  statements to normal  year-end  adjustments and the absence of
                  notes.



                                       14
<PAGE>

         15.1.7   CAPITALIZATION  AND  STOCK  OWNERSHIP.  The  total  authorized
                  capital  stock of Licensee  consists of  80,000,000  shares of
                  common stock, par value $.0001 per share and 20,000,000 shares
                  of  preferred  stock,  par value  $.0001  per  share.  Of such
                  authorized capital stock, on the date hereof 10,824,005 shares
                  of Licensee  common stock and no shares of Licensee  preferred
                  stock are issued and outstanding.  All of the currently issued
                  and outstanding  shares of Licensee's common stock are validly
                  issued,  fully paid and non-assessable and all of the Licensee
                  Restricted  Shares to be issued to  Mobilair  hereunder  will,
                  when  issued,  have  been  validly  issued,   fully  paid  and
                  non-assessable.  Other than restrictions related to its status
                  as stock not  registered  under the Securities Act of 1933, as
                  amended, no transfer or sale restrictions shall be applicable,
                  at the time of issuance,  to the Licensee  Restricted  Shares.
                  There are no existing options, warrants, calls, commitments or
                  other  rights  of  any  character  (including   conversion  or
                  preemptive  rights)  relating to the acquisition of any issued
                  or  unissued  capital  stock or other  securities  of Licensee
                  other  than  130,746  stock  options.  These  options  have an
                  average  exercise  price of $.30 per  share.  Schedule  15.1.7
                  hereof sets forth (i) the  capitalization of the Licensee that
                  exists as of the date hereof;  and (ii) the  capitalization of
                  the  Licensee  that will exist on the date of the  issuance of
                  the Licensee Shares.

         15.1.8   Licensee  FINANCIAL  STATEMENTS.   The  Licensee  SEC  Reports
                  contain unaudited quarterly  financial  statements and audited
                  year-end  financial  statements  (singularly and collectively,
                  the "Licensee Financial  Statements").  The Licensee Financial
                  Statements  fairly present the financial  position of Licensee
                  as  at  the  respective  dates  thereof  and  the  results  of
                  operations of Licensee for the periods indicated in accordance
                  with GAAP applied on a consistent basis throughout the periods
                  involved.  Licensee  has no  material  contingent  Liabilities
                  except  as  otherwise  set  forth  in the  Licensee  Financial
                  Statements.

         15.1.9   TAXES. Licensee (i) has filed (except for 2002 tax returns for
                  which   extensions  have  been  filed)  with  the  appropriate
                  governmental agencies all Tax Returns required to be filed and
                  all such Tax Returns filed were true,  correct and complete in
                  all  respects,  and (ii) has paid all Taxes  shown on such Tax
                  Returns.  Except as otherwise  provided  herein,  Licensee has
                  duly paid or  caused to be paid all Taxes and all Taxes  shown
                  on Tax Returns that are or were due. Licensee has no Knowledge
                  of  any  unassessed  Tax  deficiencies  or of  any  audits  or
                  investigations  pending or  threatened  against  Licensee with
                  respect  to any  Taxes.  Licensee  has to  its  Knowledge  (i)
                  complied  with  all  provisions  of the Code  relating  to the
                  withholding  and  payment  of  Taxes  and  (ii)  has  made all
                  deposits required by applicable Law to be made with respect to
                  employees' withholding and other payroll,  employment or other
                  withholding or related Taxes.



                                       15
<PAGE>

         15.1.10  TITLE TO ASSETS AND  RELATED  MATTERS.  Licensee  has good and
                  marketable  title  to  the  Licensee  Assets,  free  from  any
                  Encumbrances.  Licensee owns all Licensee Assets  necessary or
                  currently used in the operation of Licensee's Business.

         15.1.11  REAL  PROPERTY.  As of the date hereof,  Licensee does not own
                  any real property.

         15.1.12  LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS.

                        15.1.12.1         There is no Litigation that is pending
                                          or,    to    Licensee's     Knowledge,
                                          threatened   against   Licensee.    To
                                          Licensee's Knowledge,  Licensee is and
                                          has  been  in   compliance   with  all
                                          applicable       Laws,       including
                                          Environmental   Laws  and   applicable
                                          securities  Laws,   except  where  the
                                          failure to be in compliance  would not
                                          have a Material Adverse Effect.  There
                                          has  been no  Default  under  any Laws
                                          applicable   to  Licensee,   including
                                          Environmental  Laws. There has been no
                                          Default  with  respect  to  any  Court
                                          Order applicable to Licensee. Licensee
                                          has not  received  any written  notice
                                          and, to the Knowledge of Licensee,  no
                                          other  communication has been received
                                          to  the  effect  that  it  is  not  in
                                          compliance with any applicable Laws.

                        15.1.12.2         There is no Environmental Condition at
                                          any  property  presently  or  formerly
                                          owned or leased by  Licensee or any of
                                          its Subsidiaries,  which is reasonably
                                          likely  to  have  a  Material  Adverse
                                          Effect.

                        15.1.12.3         Licensee  has all  material  consents,
                                          permits,     franchises,     licenses,
                                          concessions,            registrations,
                                          certificates  of occupancy,  approvals
                                          and    other     authorizations     of
                                          Governmental               Authorities
                                          (collectively,    the    "Governmental
                                          Permits")  required in connection with
                                          the operation of its Business,  all of
                                          which are in full  force  and  effect.
                                          Licensee has complied  with all of its
                                          Governmental Permits.

         15.1.13  CONTRACTS AND COMMITMENTS.  Each Contract to which Licensee is
                  a party  (i) is  legal,  valid,  binding  and  enforceable  by
                  Licensee   except  as   otherwise   limited   by   bankruptcy,
                  insolvency, reorganization and other laws affecting creditors'
                  rights  generally,  and  except  that the  remedy of  specific
                  performance or other equitable relief is available only at the
                  discretion  of the court before which  enforcement  is sought,
                  and (ii)  Licensee,  and to  Licensee's



                                       16
<PAGE>

                  Knowledge,  any other party,  is not in Default under any such
                  Contract. Licensee is not subject to any Contract limiting the
                  freedom of  Licensee  to compete in any line of  business,  or
                  with any Person, or in any geographic area or market.

         15.1.14  EMPLOYEE  RELATIONS.  Licensee is not (a) a party to, involved
                  in or, to  Licensee's  knowledge,  threatened  by,  any labour
                  dispute or unfair  labour  practice  charge,  or (b) currently
                  negotiating any collective bargaining agreement,  and Licensee
                  has not experienced any work stoppage.

         15.1.15  BENEFIT  PLANS.  Licensee has not sponsored or maintained  any
                  Benefit  Plans since its  inception  other than the 2001 Stock
                  Award Plan  pursuant to which  2,559,254  options are eligible
                  for future issuance.

         15.1.16  PATENTS,  TRADEMARKS,  ETC. Licensee does not infringe upon or
                  unlawfully or wrongfully use any Intellectual  Property Rights
                  owned or claimed by another Person.  Licensee does not utilize
                  any  Intellectual  Property  Rights  in  the  conduct  of  its
                  Business.

         15.1.17  ABSENCE OF CERTAIN  CHANGES.  Since June 30, 2003, the date of
                  the latest Licensee balance sheet contained in an Licensee SEC
                  Report,  except as otherwise  disclosed in  Licensee's  Annual
                  Report on Form 10KSB for the year ended  December  31, 2002 or
                  in Licensee's  Quarterly  Report on Form 10QSB for the quarter
                  ended  March 31,  2003 and the  quarter  ended June 30,  2003,
                  Licensee has  conducted  its business in the ordinary  course,
                  and, as of the date hereof,  except as  otherwise  provided in
                  this Agreement or the  Licensee's  SEC reports,  there has not
                  been, nor as of the Closing Date, will there have been:

                        15.1.17.1      any  Material   Adverse   Effect  on  the
                                       Licensee Business;

                        15.1.17.2      any  distribution or payment  declared or
                                       made in  respect  of  Licensee's  capital
                                       stock by way of  dividends,  purchase  or
                                       redemption of shares or otherwise;

                        15.1.17.3      any increase in the compensation  payable
                                       or  to  become  payable  to  any  current
                                       director or officer of Licensee,  nor any
                                       material    change   in   any    existing
                                       employment,     severance,     consulting
                                       arrangements  or  any  Licensee   Benefit
                                       Plan;

                        15.1.17.4      any sale,  assignment  or transfer of any
                                       Licensee  Assets,  or any additions to or
                                       transactions   involving   any   Licensee
                                       Assets,  other  than  those  made  in the
                                       ordinary course of business;



                                       17
<PAGE>

                        15.1.17.5      other  than  in the  ordinary  course  of
                                       business,  any  waiver or  release of any
                                       material  claim or right or  cancellation
                                       of any material debt held by Licensee;

                        15.1.17.6      any change in  practice  with  respect to
                                       Taxes,  or any  election,  change  of any
                                       election,  or  revocation of any election
                                       with respect to Taxes,  or any settlement
                                       or compromise of any dispute  involving a
                                       Tax Liability;

                        15.1.17.7      (i) any creation,  or assumption  of, any
                                       leases,  long-term debt or any short-term
                                       debt for borrowed  money other than under
                                       existing notes  payable,  lines of credit
                                       or  other  credit   facility  or  in  the
                                       ordinary  course  of  business  (ii)  any
                                       assumption,   granting   of   guarantees,
                                       endorsements or otherwise becoming liable
                                       or   responsible    (whether    directly,
                                       contingently   or   otherwise)   for  the
                                       obligations  of any other  Person;  (iii)
                                       any    loans,    advances    or   capital
                                       contributions  to, or investments in, any
                                       other Person;  or (iv) any other material
                                       increase   in   Liabilities   or  capital
                                       expenditures  outside the ordinary course
                                       of business;

                        15.1.17.8      any  material  agreement,  commitment  or
                                       contract, except agreements,  commitments
                                       or contracts  for the  purchase,  sale or
                                       lease  of  goods  or   services   in  the
                                       ordinary course of business;

                        15.1.17.9      any    authorization,     recommendation,
                                       proposal or  announcement of an intention
                                       to  authorize,  recommend or propose,  or
                                       enter into any Contract  with respect to,
                                       any   (i)   plan   of    liquidation   or
                                       dissolution,   (ii)   acquisition   of  a
                                       material  amount of assets or securities,
                                       (iii)  disposition  or  Encumbrance  of a
                                       material  amount of assets or securities,
                                       (iv)  merger  or   consolidation  or  (v)
                                       material change in its capitalization;

                        15.1.17.10     any  change in  accounting  procedure  or
                                       practice; or

                        15.1.17.11     any  agreement  or promise by Licensee to
                                       (i) do any of the  foregoing  or  (ii) do
                                       anything  that would likely result in any
                                       of the foregoing.

         15.1.18  CORPORATE  RECORDS.  The  minute  books  of  Licensee  contain
                  accurate and current  copies of all Charter  Documents  and of
                  all minutes of meetings,  resolutions and other proceedings of
                  its Board of Directors and stockholders.



                                       18
<PAGE>

         15.1.19  FINDER'S  FEES.  No  Person  is or  will  be  entitled  to any
                  commission,  finder's fee or other payment in connection  with
                  the Transactions based on arrangements made by or on behalf of
                  Licensee.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

16.1  Notwithstanding  any verification that may have been conducted by Mobilair
or its advisors,  the  representations  and  warranties  contained in Section 15
shall  survive the execution of this  Agreement and shall  continue to remain in
full  force and effect for a period of 3 years  thereafter,  except  that in the
case of  fraud  or  wilful  misconduct,  the  period  shall  be  unlimited.  The
representations  and  warranties  contained  in Section 0 are given for the sole
benefit of Mobilair, who may, at its discretion, waive any or all of them.

17. INDEMNIFICATION FROM THE LICENSEE

17.1 The Licensee shall save harmless and indemnify Mobilair,  and keep Mobilair
fully and  effectively  indemnified  on  demand,  from and  against  any and all
losses,  claims,  damages,  costs,  charges,  expenses,  liabilities  (including
reasonable   attorney's  fees)  resulting  from  or  due  to  claims,   demands,
proceedings  or actions  which  Mobilair  may sustain or incur,  or which may be
brought or established  against it by any person and which in any case arise out
of or in relation to or by reason of:

         17.1.1   any  breach by the  Licensee  of its  obligations  under  this
                  Agreement; or

         17.1.2   any  unauthorised  action or  omission  of the  Licensee,  its
                  Sub-Licensees or employees thereof; or

         17.1.3   the manner in which the Licensee markets the Software;

         17.1.4   the  independent  supply by the  Licensee  of any  Software or
                  Services  for use in  conjunction  with or in  relation to the
                  Software, or

         17.1.5   any Licensee Modifications.

17.2 If any claim is made against Mobilair for which  indemnification  is sought
under paragraph 17.1,  Mobilair shall consult with the Licensee and,  subject to
being secured to its reasonable satisfaction, shall co-operate with the Licensee
in relation to any  reasonable  request  made by the Licensee in respect of such
claim.

17.3  Licensee  shall  indemnify  and hold  harmless  Mobilair from all damages,
losses,   obligations,   liabilities,   claims,   charges,  costs  and  expenses
(including,  without  limiting the generality of the  foregoing,  all reasonable
legal fees and other  costs and  expenses  resulting  from any  suits,  actions,
investigations,  claims or  proceedings)  (collectively,  the  "Damages")  which
Mobilair has suffered,  sustained or incurred directly or indirectly or which it
will have to pay as a result of a breach or inaccuracy  of the  representations,
warranties, provisions, agreements or covenants mentioned herein.



                                       19
<PAGE>

18.      TERMINATION

18.1 This Agreement shall  automatically  terminate effective forthwith upon the
occurrence  of any  of the  following  event  of  default,  at  the  option  and
discretion of the non-defaulting Party:

         18.1.1   if any Party becomes generally unable to pay its debts as they
                  become due,  admits in writing its  inability to pay its debts
                  generally,   makes  an  assignment  for  the  benefit  of  its
                  creditors;

         18.1.2   if any proceedings are instituted against any Party which seek
                  to  adjudicate  it as  bankrupt  or  insolvent  or which  seek
                  liquidation,   winding   up,   reorganization,    arrangement,
                  adjustment,  protection,  relief or  composition  of it or its
                  debts under any law  relating  to  bankruptcy,  insolvency  or
                  reorganization or relief of debtors or which seek the entry of
                  an order for relief or the appointment of a receiver, trustee,
                  custodian  or  other  similar  official  for  it  or  for  any
                  substantial part of its property, unless in any such case such
                  proceedings  are contested in good faith by such Party and any
                  such order,  appointment or other relief is stayed pending the
                  outcome  of  the   contested   proceedings   and  such  order,
                  appointment  or other relief or rescinded  within  thirty (30)
                  days;

         18.1.3   if  any  Party  takes   advantage   of  any  law  relating  to
                  bankruptcy, insolvency or, generally, relief of debtors;

18.2 This Agreement may be terminated by any Party, at its discretion, by giving
to the  defaulting  Party notice of termination if the other Party is in default
under any other provision of this Agreement and if the defaulting Party does not
remedy such default (if such default is capable of being remedied)  within sixty
(60) days after having received from the non-defaulting  Party notice specifying
the default and requiring that it be remedied.

19. EFFECT OF TERMINATION

Upon termination or expiration of this Agreement:

19.1 All rights and  obligations  of the  Parties  under  this  Agreement  shall
automatically terminate except:

         19.1.1   for such rights of action as shall have accrued  prior to such
                  termination  and  any   obligations   which  expressly  or  by
                  implication  are intended to come into or continue in force on
                  or after such termination;

         19.1.2   that the terms of this  Agreement  shall  remain in full force
                  and effect  solely to the extent and for the period  necessary
                  to permit the  Licensee  to properly  perform  its  continuing
                  obligations under Licence or services agreements subsisting at
                  the date of termination;



                                       20
<PAGE>

20.  PERFORMANCE  OF  OBLIGATIONS  ARISING UNDER LICENCE AND SERVICES  AGREEMENT
AFTER TERMINATION

Parties agree that following the termination of this Agreement for any reason:

20.1 Customers shall retain the right to use the Software in accordance with the
licenses granted to them before the termination or expiration of this Agreement.

20.2 The  Licensee  shall have no right to use the  Software  or to provide  the
Customers  advice and assistance as to the  installation and use of the Software
except for Customers'  licenses and contracts which shall have not been assigned
to Mobilair as per paragraph 20.3 hereof.

20.3 The Licensee  irrevocably  agrees to transfer,  at no cost,  all rights and
obligations  under any license selected by Mobilair,  by way of assignment or by
such  other  legal  means or  operation  which  may be  available  under the law
applicable to such licenses as Mobilair may direct, provided that following such
transfer the Licensee shall have no further  obligations  toward  Customers with
respect to the performance of the Licensee's obligations following such transfer
or that Mobilair or any third party for the benefit of whom such transfer  shall
be effected guarantee the Licensee against any claim arising for non-performance
or faulty performance of such obligations (the "Transfer").

20.4 After the date of the Transfer,  Mobilair, or any third party designated by
Mobilair,  shall  comply with all  Licensee's  obligations  with  respect to any
license so  transferred  and shall fully  indemnify  the Licensee for any claims
from  Customers  based  on   non-performance   or  faulty  performance  of  such
obligations  by  Mobilair  or such third  party  after the date of the  relevant
Transfer.

20.5 The  Licensee  shall give to Mobilair or to such third party that  Mobilair
may indicate,  all reasonable  cooperation in transferring the Licensee's rights
and obligations under such license to Mobilair or such third party.

20.6 For more  certainty,  Mobilair  shall  have no  obligation  to  accept  the
Transfer  of any  license  relating  to any third  parties'  product or services
(including other products owned or distributed by the Licensee or products which
have been amalgamated with any Mobilair Products).

20.7  Unless  this  Agreement  has been  terminated  by  Mobilair by reason of a
default  of the  Licensee  which has not been cured at  Mobilair's  satisfaction
within the delays  provided  for in Section  18.2,  Mobilair  shall  continue to
provide to the Licensee support and maintenance services incumbent upon Mobilair
hereunder under Mobilair's Standard Conditions.

21. PUBLIC ANNOUNCEMENTS AND PRESS RELEASES



                                       21
<PAGE>

21.1 Before the execution  hereof,  no Party shall make any public  statement or
issue  any  press  release  concerning  the  transactions  contemplated  by this
Agreement  except as may be  necessary,  in the  opinion of counsel to the Party
making such disclosure,  to comply with the requirements of any law, regulation,
regulatory  policy or the other of judgement of a court or tribunal or competent
jurisdiction.  If any such public statement or release is so required, the Party
making such  disclosure  shall consult with the other Party prior to making such
statement or release,  and the Parties shall use all reasonable efforts,  acting
in good  faith,  to agree upon a text for such  statement  or  release  which is
satisfactory to all Parties.

21.2 Following the signature of this Agreement, the Parties agree to develop and
document  press  and  public  relation  material  which  material  shall  not be
disseminated in any form without the prior consent of both Parties.

22. LEGAL RELATIONSHIP

22.1 In giving effect to this Agreement,  neither Party shall be or be deemed an
agent or employee of the other for any  purpose and that their  relationship  to
each other shall be that of independent  contractors.  Nothing in this Agreement
shall  constitute a partnership or a joint venture between the Parties.  Neither
Party  shall have the right to enter into  contracts  or pledge the credit of or
incur expenses of liabilities on behalf of the other.

22.2 During the  continuance of this Agreement the Licensee shall be entitled to
use the title "AUTHORIZED [name of the relevant Product] LICENSEE" or such other
title which may be approved by Mobilair but such use shall be in accordance with
Mobilair's  policies  in effect  from time to time and  before  using such title
(whether  on  the  Licensee's  business  stationary,   advertising  material  or
elsewhere)  the Licensee  shall  submit to Mobilair  proof prints and such other
details as Mobilair  may require and  Mobilair  may in its  discretion  grant or
withhold permission for such proposed use.

23. ASSIGNMENT

The  Licensee  may not assign any rights or  benefits in this  Agreement  to any
person  except  as  provided  hereunder.  The  Licensee  agrees to  perform  its
obligations  under this  Agreement  itself,  and not  arrange in any way for any
other Person  (save and except their  employees)  to perform  those  obligations
except as expressly  permitted  herein. No assignment of benefits or arrangement
for  substituted  performance  by the  Licensee  shall be of any effect  against
Mobilair  except to the extent that it has  expressly  authorized  hereunder  or
consented in writing to it.

24. GENERAL

Any notice, demand or other communication (in this section, a "Notice") required
or  permitted  to be given or made  hereunder  shall be in writing  and shall be
sufficiently  given or made if delivered in person during normal  business hours
on a Business Day and left with a receptionist or other responsible  employee of
the relevant Party at the  applicable  address set forth below or if sent by any
electronic  means  of  sending   messages,   including  telex  or  facsimile  of
transmission,  which produces a paper record ("Electronic  Transmission") during
normal business hours on a Business Day charges prepaid and confirmed by prepaid
first class mail and which notice  shall be  delivered or sent at the  following
address:



                                       22
<PAGE>

         In the case of a notice to MOBILAIR, addressed to it to:

         3720161 CANADA INC.
         400, Jean-Lesage Blvd
         Suite 045
         Quebec (Quebec)
         H2Y 1X4

         Attention: Mr. Daniel Veilleux, President

         Telecopier: (418) 380-8910



         In the case of a notice to Licensee, addressed to it at:

         MEDICAL LICENSING INTERNATIONAL CORP.
         300 St. Sacrement Street, Suite 414
         Montreal (Quebec) H2Y 1X4

         Attention: Mr. Gilles Cloutier

         Telecopier: (514) 286-1211

         Each Notice sent in  accordance  with this  Section  shall be deemed to
         have been received if delivered during the recipient's  normal business
         hours,  at the  time on the day it was  delivered,  or at the  start of
         business on the first  Business Day  thereafter  if the day on which it
         was  delivered was not a Business Day; or one hour after it was sent on
         the same date it was sent by Electronic  Transmission,  or at the start
         of business on the first Business Day thereafter if the day on which it
         was sent by Electronic Transmission was not a Business Day.

         Any Party may change  its  address  for Notice by giving  Notice to the
other  Party as provided  in this  Section.  24.2 Time is of the essence of each
provision of this Agreement.

24.3 If any action is required to be taken pursuant to this Agreement on or by a
specified  date which is not a Business  Day, then such action shall be valid if
taken on or by the next succeeding Business Day.

24.4 This  Agreement  shall be  governed  by, and  interpreted  and  enforced in
accordance  with the laws in force in the  Province  of  Quebec  (excluding  any
conflict of laws rule or principle  which might refer such  construction  to the
laws of another  jurisdiction)  and shall be treated in all respects as a Quebec
contract.



                                       23
<PAGE>

24.5 This  Agreement,  together with any  agreements  and other  documents to be
delivered  pursuant or  concurrently  hereto  constitutes  the entire  agreement
between the Parties  pertaining to the subject  matter hereof and supersedes all
prior agreements, negotiations, discussions and understandings, written or oral,
between Parties.  There are no representations,  warranties,  conditions,  other
agreements  or  acknowledgments,  whether  direct of  collateral,  expressed  or
implied,  and form part of or  affect  this  Agreement.  The  execution  of this
Agreement  has not been  induced by, nor do either of the  Parties  rely upon or
regard  as  material,  any  representations,   warranties,   conditions,   other
agreements or  acknowledgements  not expressly  made in this Agreement or in the
agreements and other documents to be delivered pursuant hereto.

24.6 Each Party shall do such acts and shall execute such further  documents and
shall cause the doing of such acts and shall cause the execution of such further
documents as are within its power, as the other Party may in writing at any time
and from time to time reasonable  request be done or executed,  in order to give
full effect to the provisions of this Agreement.

24.7 This Agreement may be amended or supplemented  only by a written  agreement
signed by each Party.

24.8 Any waiver of, or consent to depart from, the requirements of any provision
of this Agreement  shall be effective only if it is in writing and signed by the
Party giving it, and only in the specific  instance and for the specific purpose
for which it has been  given.  No failure on the part of any Party to  exercise,
and no delay in exercising,  any right under this  Agreement  shall operate as a
waiver of such  right.  No single or partial  exercise  of any such right  shall
preclude any other  further  exercise of such right or the exercise of any other
right.

24.9 This Agreement may be executed in any number of counterparts; each executed
counterpart shall be deemed to be an original;  all executed  counterparts taken
together shall constitute one agreement.

24.10 Except as expressly provided otherwise in this Agreement,  dates and times
which any Party is required to perform any obligation under this Agreement shall
be postponed  automatically to the extent,  and for the period of time, that the
Party is prevented from doing so by circumstances beyond its reasonable control.
Such circumstances shall include acts of nature, strikes,  lockouts, riots, acts
of  war,  epidemics,  government  regulations  imposed  after  the  fact,  fire,
communications  line failures,  power failures,  earthquakes or other disasters.
The Party  prevented  from  rendering  performance  must  notify the other Party
immediately and in detail of the  commencement  and nature of such  circumstance
and the  probable  consequences  of it and  other  obligations  of both  Parties
affected  by  this  delay  shall  be  adjusted  accordingly.  Each  Party  whose
performance is delayed must use reasonable  effort to perform its obligations in
a  timely  manner,  must  employ  all  resources   reasonably  required  in  the
circumstances  and must  obtain  supplies  or  services  from  other  sources if
reasonably available.



                                       24
<PAGE>

24.11 This  Agreement  shall be  effective  and shall be binding on the  Parties
hereto and their assigns,  representatives,  heirs and successors as of the date
hereof.

24.12 The Parties have expressly  required that this Agreement and all documents
and notices relating hereto be drafted in English. Les parties aux presentes ont
expressement exige que la presente  convention et tous les documents et avis qui
y sont afferents soient rediges en langue anglaise.

24.13 The  Parties  expressly  exclude  the  application  of the United  Nations
Convention for the International Sale of Goods.

IN WITNESS WHEREOF the Parties have signed at Quebec, this September 16, 2003.


                                   3720161 CANADA CORPORATION


                                   Per: /s/ Daniel Veilleux
                                        -------------------------------------
                                        Daniel Veilleux
                                        President



                                   MEDICAL LICENSING INTERNATIONAL CORP.


                                   Per: /s/ Gilles Cloutier
                                        -------------------------------------
                                        Gilles Cloutier
                                        President






                                       25
<PAGE>

                                  SCHEDULE 1.29

                             SOFTWARE'S DESCRIPTION


                                AVAILABLE MODULES



|X| 9-1-1 CTI interface;                   |X| 9-1-1  (Call Statistics)
|X| Accidents and infractions (WEB);       |X| Automated Vehicle Location (AVL);
|X| Bicycle registration module;           |X| Call Card (dispatch);
|X| Call card management;                  |X| Call card statistics;
|X| Call Information Sheet                 |X| Daily activities;
|X| Detention management;                  |X| Equipment management;
|X| Event reporting;                       |X| Executive  monitor
|X| Exhibit management;                    |X| Fax interface;
|X| Computer Aided Dispatching (CAD)       |X| Incident Statistics Analysis
|X| Fire protection service                |X| Investigation management;
    management (RMS);
|X| Mapping (dispatch and mobile);         |X| Mobile dispatch card;
|X| Mobile chat;                           |X| Pager activation software;
|X| Personnel management;                  |X| Personnel scheduling software;
|X| Phone directory;                       |X| Reverse 9-1-1;
|X| Site management                        |X| Configuration management;
|X| Target practice management;            |X| TDD/ TTY;
|X| Incident reporting;                    |X| Ambulance statistical reporting

In the following pages you will find a brief description for each of the modules
or products shown above.



                                       26
<PAGE>

FUNCTIONS of THE E9-1-1 CTI INTERFACE

>>       Displays, in real time, statuses of calls.

>>       A modular  system  that  integrates  the CAD System,  mapping,  numeric
         records, in-vehicle computers and pager activation.

>>       Using windows  environment  display type that allows the  dispatcher to
         view a  number  of data  relative  to an  incident  or to a  particular
         situation.

>>       Equipped with one headphone and one mouse, it replaces the conventional
         telephone.  Meanwhile,  the telephone  service  remains  active in case
         there is a computer breakdown.

>>       Integrated with existing telephone systems


                                   [PICTURE]





                                       27
<PAGE>

Functionalities of the E9-1-1 Interface:

o        9-1-1 Lines
o        Display of ANI (automatic number identification)
o        Display of ALI (automatic localization identification)
o        Administrative and emergency lines
o        Display of the telephone number and name for the administrative and
         emergency lines
o        Automatic search for previous calls from incoming numbers
o        Redial Button
o        Numeric Keyboard
o        Telephone Buttons
o        Hang up buttons
o        Call back button
o        Audio digital Archiving System
o        Hot link to the CAD Interface
o        Button to show the last 200 calls
o        Send fax button
o        Window displaying the date and time
o        Awaiting Calls Window
o        Telephone directory accessible by pressing a simple key.

The system allows you to respond to a call initiated  from the hearing  impaired
using a specialized device.




                                       28
<PAGE>

FUNCTIONALITIES OF THE E9-1-1 INTERFACE (ACD: automatic call dispatch)


Functionalities   of  the  E9-1-1   Interface  (ACD)  as  all  of  the  previous
specifications plus:

o        User and phone are identified by the phone system;
o        Special  button has been added to inform  the phone  system  about user
         availability;
o        Integrated digital recorder;
o        Last reordered call playback button;
o        Entire reordered calls available from single button Button;
o        10 User Customisable buttons;
o        Daily statistics available from a single click.



                                   [PICTURE]



                                       29
<PAGE>

FUNCTIONALITIES OF THE E9-1-1 INTERFACE (statistics)

The system produces graphical reports

                                   [PICTURE]


The 9-1-1 or administrative calls:

- Manage the  interval  of time for  processing  a call.
- Control  information coming from one or more cities
- Manage the telephone call stations.




                                       30
<PAGE>




FUNCTIONALITIES OF the reverse 9-1-1 INTERFACE

The system includes a reverse 9-1-1 function with these characteristics:

                                   [PICTURE]

>>       Delimit one safety perimeter from an address

>>       An  instantaneous  production of an exhausting  list of addresses being
         part of the perimeter

>>       Activation of an automated call that is responsible  for contacting the
         selected  addresses from the mapping and react according to a series of
         choices selected by the receiver on his touchtone phone.

FUNCTIONALITIES OF THE CAD APPLICATION

Real-Time  System  inspired from the latest  technological  developments  on the
server-client multimedia subject.

Integrated  systems  with  all  applications  related  to the  Police  and  Fire
Management modules.

A system that operates from a geobase  environment  to access  additional  vital
information.




                                       31
<PAGE>

Uses windows, drop-down menus, icons and selective lists

System has the  flexibility  to  dispatch  calls for many  cities  and  services
(Police,  Fire, EMS) Module for vehicle management operates from a single window
and monitors each active call.

Automatic creation of a form from a telephone call or upon a request

Displays automatically an event form

Entering and processing CAD Forms

                                   [PICTURE]

Views all vehicles with color codes : Green - Available, Yellow - On Road, Red -
On Scene, White - Not working.

View the status of active calls including this information:

o        CAD Form Number
o        Nature for call
o        Priority
o        Address
o        Status (received, concluded, etc.)
o        Beat & territory
o        Dispatcher

Time of the last action (dispatched, on Scene, etc.)




                                       32
<PAGE>

FUNCTIONALITIES OF THE CAD APPLICATION

Additional information on an address validated by the geobase:

o        Hazmat guide
o        History of address
o        Medical Information
o        Persons to be contacted
o        Handicapped person
o        Procedures
o        Building Plan
o        Existence of fire arms
o        Any anomalies
o        Location of objects
o        Hazmat integrated information module from fire RMS
o        History of calls
o        Event Chronology
o        Messages to dispatchers
o        Memos
o        Procedures
o        Protocol recommendation by address or by nature

An automatic update of the geobase is possible in the case of the inexistence of
the address or of a correction when it is erroneous.

User has  total  control  of a given  Call  Card.  He may  search  for a number,
navigate between cards and print all related information.

The system gives easy access to a number of actions:

o    Toggle to the E9-1-1 Interface
o    Toggle the information on 9-1-1 to the CAD Application
o    Dispatch a public utility vehicle such as electrical company,  Gas Company,
     towing car or any external service vehicule (user definable).
o    Fax a Call Card
o    Shows procedures to be taken
o    Launch an Emergency-Panic procedure
o    Pager Management Interface
o    window for event types & configuration

Window showing the chronology of events:
o        Call Time
o        Dispatched Time
o        On Scene Time
o        Completed Time
o        Suspended Time



                                       33
<PAGE>

Available fields for displaying the information of a dispatched vehicle:
o        Vehicle Number
o        Status of vehicle
o        Officer Number 1
o        Officer Number 2
o        Particular assignment capabilities for the vehicle

Description  of other vehicle  involved in the event (Other  service  utilities,
etc.)

Other information available:
o       Identification  of the  operator  responding  to the call
o       CAD  Form  Number automatically inserted by the system.

Data is integrated to all other Mobilair systems. No redundancy of data.

FUNCTIONALITIES OF THE CAD APPLICATION  (Administrative module)

The system stores information so you can manage:
>>        Addresses;
>>        Roads;
>>        Business Places;
>>        Sites with components including hazardous materials;
>>        Places of interest;
>>        Special contacts and means of communication.




                                       34
<PAGE>

                                   [PICTURE]

The system records territorial divisions with the following particularities:

>>       Definition by service of an unlimited  number of territorial  divisions
         for operational uses;

>>       Definition of backup sectors for each division;

>>       The  association  of an  administrative  division  for each service for
         ststistical analysis (ex: SUB for Police, Zone for Ambulance).

The system saves user defined  service plans (for each specific  department) and
loads them into the CAD Application. You may:

>>       Identify the administrative Staff responsible for plans;

>>       Identify  the  teams  assigned  to the  territory  and/or  beat and the
         special operations units;

>>       Assign vehicles to each team;

>>       Assign teams on the territory on a primary or general basis;

The system can also:



                                       35
<PAGE>

>>       Create Forms from the front desk;

>>       Create Patrol Forms

>>       Return to regular duties;

>>       Create codes for the status of Fire interventions;

>>       Permit the use of function keys;

>>       Create  automatically  another  call card for  another  service  during
         specific events by nature linking  different service call cards to each
         other. This is used for multiservice events;

>>       Time actions that must be taken regarding a call;

>>       Inform dispatchers when there are similar calls and scenarios


This  software  includes a mobile CAD module with which service  personnel  may,
from their vehicule :

>>       Send comments in real time from the vehicle to the Dispatch Centre;

>>       Receive  information on the Call Card in the vehicle  dispatched to the
         call;

>>       Make changes of statuses directly from the vehicle;

>>       Allow the  dispatcher  to send directly to the vehicle the event number
         without using the voice radio;

>>       Allow  the  patroller  to  consult  the  additional  information  on an
         address;

>>       Produce the daily activities form during the patroller's  working shift
         (CAD Application and Daily Activities)



                                       36
<PAGE>


                                   [PICTURE]

Administrative Module:  This user friendly system :

>>       Can access and configure a nature of calls listing
>>       Has a section which allows to reserve a call and file number sequence
>>       Prints reports of control tables
>>       Possibility of refreshing the vehicle matrix by clicking on it

Call card statistics:

The  software  includes  a module  that  produces  statistics  on calls  with an
Integrated  Report  Generator  that produces ad hoc reports and records them for
future reference.



                                       37
<PAGE>



                                   [PICTURE]

>>       Option  permitting  to produce  automatically  the reports on a regular
         interval

>>       Several reports are accompanied by colored graphics

>>       Verification  Reports that lists all rejected calls or sectors  outside
         service areas.





                                       38
<PAGE>

POLICE MANAGEMENT (RMS) SYSTEM

Personnel Management Module:  The system can save, modify or search any employee
information:

>>       Address;
>>       Driver's license;
>>       Different personal IDs;
>>       Physical description;
>>       Current job and other employments occupied previously;
>>       Salary;
>>       Particular abilities;
>>       Different courses or training;
>>       Persons to be contacted in case of an emergency;
>>       Different general,  ethical and disciplinary  notes;
>>       Assignment to a Police Team, etc.



                                   [PICTURE]


     The system produces reports relative to Personnel Management.




                                       39
<PAGE>

Daily  Planned  Activities  Module:  The system  can save,  modify or search any
information according to the following functionalities:

>>       Work Plan creation
>>       Production of a register on daily activities
>>       Transfer  the  activities  produced  by the CAD  Application  into  the
         register
>>       Load  initial  activities  (other than Call Cards)
>>       Produce a form on  vehicle  equipment  verification
>>       Production of statistics by event code, team, shift and department.



                                   [PICTURE]



                                       40
<PAGE>

Bicycle  Registration  Module:  The  system  can  save,  modify  or  search  any
information according to the following functionalities:



>>       Access in Creation/Modification Mode or read only;
>>       Add directly models, sizes and colors of bicycles;
>>       Form suppression;
>>       Possibility of inserting a form in an existing sequence;
>>       Possibility to print a file or a sequence of files;
>>       Print the register of plates;
>>       Includes a search tool that allows searching by any field.




                                   [PICTURE]

Target Practice Management Module:



>>       Management of target shooting exercises;
>>       Follow the evolution of results;
>>       Produce statistics on results;
>>       The module includes a link with the Personnel Management Application.




                                       41
<PAGE>


                                   [PICTURE]

Exhibits Management Module:



>>       Manage the lot numbers;
>>       Attaches file numbers;
>>       Manage transfers;
>>       Manage parts by type;
>>       Manage disposals;
>>       Manage chain of ownership;
>>       Integrate a calendar to view the reminder and disposal dates;
>>       In dates and Out;
>>       Produce lists;
>>       Produce labels.


                                   [PICTURE]

Equipment Management Module:


>>       Inventory management;
>>       Uniform and equipment management;
>>       Vehicles management;
>>       Suppliers management;



                                       42
<PAGE>

>>       Producing  lists of uniforms and equipments  allocated to the personnel
>>       Produces a calendar showing the return and/or replacement of equipment.

                                   [PICTURE]

Scheduling Management Module:


>>       Produces a working schedule;
>>       Manages shifts;
>>       Possibility to change teams;
>>       Manages the information on Working Schedules;
>>       Accesses and manages the absences;
>>       Accesses and manages the days off;
>>       Accesses and manages the vacations;
>>       Manages any replacements;
>>       Manages time banks;
>>       It allows  the  production  of more than a dozen of  reports  (monthly,
         yearly  or  other)  and is  configured  and  updated  according  to the
         applicable union contract.



                                       43
<PAGE>


                                   [PICTURE]


Accident and Infractions Management Module:

>>       Creates accident or offence forms automated by the Call Card Management
         System;
>>       Accesses the forms by(tree view);
>>       It can also generate  statistics on the number of offences issued for a
         period, by official number, by team and for each service.



                                       44
<PAGE>


                                   [PICTURE]

Management of Event Reports:


>>       Produces an event report
>>       Transfers automatically information on call to the Event Reports
>>       Generates reports.
>>       Toggles  information  from the CAD  Application and transfers the event
         report.


                                   [PICTURE]


                                       45
<PAGE>

Investigation Management Module:


>>       Automated  calculation  of the  degree  of  difficulty  related  to the
         investigation file;
>>       Registers all activities and investigative actions in progress for each
         case and investigator;
>>       Diary which allows to add and check for different diary dates for every
         investigator;
>>       Section which concerns the administrative follow-up of file;
>>       Has  predefined  letter  formats or  templates  for writing  letters or
         requests;
>>       A semi-automated production of these reports:

         -        Precise facts (loaded by  information  from the  Investigation
                  Register in progress)
         -        Request summons or other legal procedures
         -        List of witnesses to assign


                                   [GRAPHIC]


Detention Management Module:


>>       Enter or display the personal information on the person in detention;
>>       Enter or consult the  information on the prisoner's  movements from the
         cell;
>>       Allows entering and viewing information on the prisoner's release;
>>       Allows  entering  and  viewing  information  on  observations  such  as
         injuries, visits to cell, etc.;
>>       Stores information on medicine to be administrated to prisoner;
>>       Stores information on all the personal effects of the prisoner;
>>       Reports for all data.



                                       46
<PAGE>


                                   [GRAPHIC]

Pager Management Module:

>>       Activate alphanumeric pagers for any number of cities or towns;
>>       Manage the groups on duty according to a calendar;
>>       Place an individual call;
>>       Contains a list of preprogrammed messages;
>>       Personalize preprogrammed messages;
>>       Enter a particular message;
>>       Confirms the message is sent;
>>       Keeps a log on calls sent.



                                       47
<PAGE>


                                   [GRAPHIC]

Statistics Management Module:


>>       Event Report;
>>       Investigations;
>>       Work Schedule;
>>       Daily Activities;
>>       Accidents and Incidents;
>>       CAD Application;
>>       Etc.


                                   [GRAPHIC]


                                       48
<PAGE>

THE FIRE MANAGEMENT (RMS) SYSTEM

The system has these characteristics:

>>       Fully integrated module to the computer aided dispatch system;
>>       Server-Client Environment (Oracle, VB);
>>       All fields can be parameterized;
>>       Meets every standard of the NFIRS.

Personnel Management Module:

>>       Address,
>>       Driver's license,
>>       Various personal ID numbers,
>>       Physical description;
>>       Current job and different employments he occupied previously,
>>       Salary,
>>       Particular abilities
>>       Various courses and training taken.
>>       Different persons to be contacted in case of an emergency
>>       Different general, ethics and disciplines notes;
>>       Assignment to Fire Unit and Fire station, etc.
>>       The system produces reports for the Personnel Management Module.

Special Assistance Management Module:

>>       The location of handicapped people grouped by:
                 -  Territory division;
                 -  Address;
                 -  Corporate name;
>>       The location of the individual in the building;
>>       The degree of handicap and the kind of handicap;
>>       The data on the means used for contacting the individual;
>>       The contact persons and their coordinates;
>>       The  system  produces   reports  on  the  persons   requiring   special
         assistance.

Fire Hydrant Management Module:

>>       Location of fire hydrants by:
         -  Coordinates;
         -  Territory division;
         -  Electoral Districts;
         -  Address;
         -  Cross Roads or by Corporate Name;
>>       A description of the hydrant;
>>       The condition of the fire hydrant (usable or not);



                                       49
<PAGE>

>>       Function  with  displays  and  prints a  tactile  plan  that  shows the
         location of the hydrant;
>>       The system produces reports on fire hydrants.

Statistics Management Module:


>>       The Intervention Report;
>>       Prevention;
>>       The Building Plan;
>>       The Daily Activities;
>>       Etc.

Building Plan Management Module:

>>       Location of buildings:
         - By coordinates;
         - By territory division;
         - By electoral district;
         - By address;
         - By crossing roads and by corporate name.

>>       Plan  with or  without  address:  (The  building  can have  from 0 to n
         addresses, sites with many buildings);
>>       Identification of building  structures  (Structure,  area, access road,
         airlock,   number  of   floors,   number  of   basements,   etc.);
>>       Identification of utilities  (Elevators,  scales  pressures,  halls and
         elevators,   etc.);
>>       Extinguishing  equipment  (pipes,   portable   extinguishers,   private
         hydrant,  etc.);
>>       Identification of automatic extinguishers systems (water-jet,  etc.)
>>       Identification of Public Safety System (Alarm System, Emergency Lights,
         etc.);
>>       Instructions to the Dispatch Centre and to the firemen;
>>       Display and print of the plan of reservoirs in the garage;



>>       Inventory of public rooms;
>>       Identification  of Knox box  (location  and  contact  persons);
>>       The system produces reports on the Building Plan Management.


Daily Activities Management Module:

>>       Activities  Management  grouped  by  shift,  by  fire  station  and  by
         assignment
>>       Planned Activities  Management
>>       Manages  the  perpetual  calendar or any other  calendar
>>       Automatic  Production  of a shift  (working  shift,  fire  station  and
         assignment)
>>       Training or courses follow-up
>>       Time management follow-up (vacation, absence, time sharing, extra time)
>>       Memorandums
>>       Display  of  interventions  that  occurred  for the last 48  hours;
>>       Display of planned activities for 7 days.


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<PAGE>



>>       The system also  produces  reports on the Daily  Activities  Management
         Module

Hazardous Materials Management Module:

>>       Hazardous materials located by coordinates,
         -        by territory division,  by electoral district,
         -        by address,
         -        by cross roads or by corporate name
>>       Manages  the P.I.N.;
>>       Detailed  inventory  of hazardous  materials  (P.I.N.,  Case,  etc.) by
         building  or by  room  in a  building;
>>       Automatic overview of the inventory of hazardous  materials by quantity
         or by class;
>>       Hazardous  materials  are  shown  on the  intervention  form  which  is
         automatically  printed  with every fire  dispatch;
>>       Management and automatic  conversion of the  measurement  units;
>>       The system produces reports on hazardous materials.

Intervention Report Module

>>       Information from the NFIRS report:
         -        General Information (time, place of intervention)
         -        Characteristics on the building where the fire took place
         -        Circumstances of fire
         -        Material losses due to the fire
         -        Victim(s) of fire (firemen and civilians)

>>       Information attached to the CAD Application:
         -        Address of call (place, nature)
         -        Time and statuses of vehicles assigned to the call;
         -        Code for evolution of intervention (xth alarm, support);
         -        The Intervention Form

>>       Additional Information:
         -        Material loss by disaster victim and general view of losses
         -        Inventory  of  equipment   used  during  the   intervention
         -        Inventory  of  hydrants  used  when   intervening
         -        Vehicles involved (fire or assistance)
         -        Apparatus used

>>       Information on the daily activities;
>>       Staff on duty;
>>       Additional Personnel;
>>       Appendix Management;
>>       Main narration;
>>       Second narration;


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<PAGE>

>>       Approval Process;
>>       Report to the NFIRS;
>>       Report to insurance, victims;
>>       The system produces reports for the Intervention Report Management.

Fire Intervention Report Module:

>>       Critical  information  on the address of call which is printed in every
         fire station:
         -        The  hydrants  in one given  perimeters  and  status of;
         -        The  handicapped  persons and their  location
         -        The hazardous materials by P.I.N.;
         -        Summary of building plan; - Instructions to firemen;

>>       Print   additional   forms   according  to  the  address  of  the  real
         intervention place or nearby addresses

>>       Display and reprinting of one form attached to a call

>>       Simulate an intervention form

Prevention:

>>       Location of files by:
         - Territorial division;
         - Address;
         - Corporate or building name
>>       Inspections Management
>>       Manages notifications
>>       Regulations Management
>>       System produces reports on the prevention management.


Solid Fuel Heating Systems Management:

>>       Location of SFHS
            - by territory division;
            - by address or
            - by corporate name
>>       Information on:
            - The kind of apparatus;
            - The joining pipe;
            - The chimney
>>       The system produces reports on SFHS Management.




                                       52
<PAGE>

Equipment Management Module:

>>       Manages by quantity;
>>       Manages equipment testing;
>>       Location of equipment and equipment storage place;
>>       Inventory;
>>       List of equipment by fire station, by vehicle, by compartment;
>>       List of missing equipment;
>>       List of equipment according to their status;
>>       Detailed or general lists of the inventory value (quantity and amount);
>>       History on equipment tests;
>>       History of inventory development.
>>       The system produces reports on the Equipment  Management Module for the
         Fire (RMS).




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<PAGE>

FUNCTIONS IN THE MAPPING APPLICATION
The mapping system is totally integrated to the CAD system and can:

>>       Instantly  zoom  location on the territory map as soon as an address is
         the AVL/ANI responds and this,  without having to create a call card in
         the case the call is situated outside the service area;
>>       Make an icon illustrating the location of the call ;
>>       Make the Vehicle  icon  illustrate  a service type as soon as a call is
         dispatched;
>>       View all active calls;
>>       Make a perimeter around an event;
>>       Locate roads;
>>       Locate sectors;
>>       Identify any rivers, lakes or streams in the area.


                                   [GRAPHIC]

AUTOMATIC VEHICLE LOCATION

GPS receiver:     Geographic positioning System Receiver.

MSI:              Mobile software interface

AVLSSI:           Server side interface

AVL Display:      AVL client software that displays the moving vehicles

CAD  Interface:  The software  that  interfaces to the Computer  aided  dispatch
system to show the current calls, the status and the status of the vehicles





                                       54
<PAGE>

                                   [GRAPHIC]

The MSI  receives the  information  from the GPS  receiver  and  determines  the
necessary rate of transfer over the radio waves (DGMSK, IDEN, CDPD etc).

o        It shall transmit at a predetermined time interval if no movement.
o        Transmit if vehicle moves a predetermined distance.
o        Limit  transmission  to a  certain  maximum  not to over load the radio
         channel
o        Make  adjustments  to the time interval  depending on status of vehicle
         (i.e. On scene, On site etc..)

It is also possible to hook-up the GPS receiver directly to the CDPD radio unit.
In such a case the MSI is not used and  therefore  we are  limited to fixed time
intervals.  And adjusted time  intervals  sent by the AVLSSI.  We would use this
scenario  if there  were a limited  available  number  of ports on the  Vehicles
Computer and the CDPD unit has additional connections.

The  AVLSSI:  Receives  the  information  from the MSI and makes  the  necessary
conversions to the longitude and latitude  co-ordinates to ensure  compatibility
with the AVL Display that might be in UTM co-ordinates.

The CAD interface will generate a co-ordinate for a call or vehicle, when no AVL
is available for this vehicle.  Send Status info (new call , Dispatch,  on scene
etc..)  The  vehicle  and the Call  (little  house)  Labels  will  change  color
according to this status.



                                       55
<PAGE>

The AVL display:  Mobilair  display is not meant as a GIS system but rather as a
location information system.

Has the following functions:

o        Displays the location of the call on the map;
o        Displays the location of the vehicles on the map;
o        Changes the label color of the calls or vehicles on the map;
o        Allows display of the different layers on the map.

The  following  information  layer is given  with the base  system and where the
information is available:  (this information is not sold by Mobilair and must be
supplied by client)  although  Mobilair will adapt within reason the information
for the required display)

         1.       Street layer.
         2.       Territory division layer
         3.       Building layer

>>       Any additional information layer will involve a surcharge;
>>       The user is able to zoom to different areas of the map. An auto zoom is
         available with the CAD software,  (i.e. when the dispatcher  chooses to
         locate a call);
>>       Identify a region  and  display  and print the  addresses  within  that
         region;
>>       Move from one call to another;
>>       The  following  information  is available  to the user.  Though all the
         information  may not be  displayed  at the  same  time  due to speed of
         display and available space;
>>       Direction, Speed, location and Status.

At present time additional  information is shown on the CAD system.  The AVL has
never  been sold on it's  own.  Mobilair  intent is that this be an  information
viewer  for the  CAD  system.  And is  intended  to be an  ADD-ON  to the  other
functions of NCIC, CHAT, and CAD systems on board the vehicle computer



                                       56
<PAGE>


                                  SCHEDULE 2.3

CONTRACTS AND AGREEMENTS ASSIGNED TO THE LICENSEE AND CONTRACTS OF MOBILAIR WITH
  RESPECT TO THE SOFTWARE, THE SOURCE CODE AND THE INTELLECTUAL PROPERTY RIGHTS
                                 RELATED THERETO

-    Ville de Levis (fusion)

-    Gatineau  (Hull)  rao+san

-    Ville de Chambly

-    Ville de Jonquiere

-    Drummondville (san+log)

-    Ville de  Shawinigan

-    MRC des Collines

-    Ville de Terrebonne

-    Ville de Longueuil (billetterie Brossard)

-    Ville de Longueuil

-    CAUCA

-    Ville de Rosemere

-    Ville de Boisbriand

-    Ville de Beloeil (Regie Vallee Richelieu)

-    Ville de Victoriaville

-    Port Montreal

-    CAUREQ

-    CAUREQ (Regie sante (ambulance))

-    Ville de Varennes

-    Ville de Ste-Therese

-    Ville de Gatineau

-    Ville de Durham

-    Ville de Blainville

-    Ville de Blainville (4 villes)

-    Ville de Laval (pieces a conviction)

-    Ville de St-Georges

-    FUNDEP/Bresil

-    Forest Park

-    SPVM Montreal






                                       57
<PAGE>

                                 SCHEDULE 5.1.2

                               MOBILAIR EMPLOYEES



Name                 Licensee Restricted Stock
----                 -------------------------

The name of Mobilair Employees will be confirmed to the Licensee.






                                       58
<PAGE>

                                  SCHEDULE 14.3

                             ENCUMBRANCES - MOBILAIR





- Moveable Mortgage to "La Financiere du Quebec" for an amount of 1,200,000 CAN$
registered   to  the  moveable   register  of  Quebec   August  26,  2002,   no.
02-0378659-0001.




                                       59
<PAGE>

                                 SCHEDULE 15.1.1

                    CHARTER DOCUMENTS AND BY-LAWS OF LICENSEE



(See Registration Statement of  Licensee on Form SB-2(SEC File No. 333-64430))




                                       60
<PAGE>

                                 SCHEDULE 15.1.7

                         CAPITALIZATION OF THE LICENSEE


i)   Capitalization of the Licensee prior the closing

     -    10,824,005  shares of Licensee  common stock and no shares of Licensee
          preferred stock are issued and outstanding;

     -    130,746  common stock options which have an average  exercise price of
          0.30$ per share.


ii)  Capitalization  of the  Licensee  after the closing  (before the  placement
     realized  by the  Licensee  and other  shares to be issued  related  to the
     financing of Mobilair or the Licensee)

     -    24,724,005  shares of Licensee  common stock and no shares of Licensee
          preferred stock are issued and outstanding;

     -    130,746  common stock options which have an average  exercise price of
          0.30$ per share.

                                       61