<PAGE>

                                                                    EXHIBIT 10.2

                                    CONTRACT FOR SERVICES

BETWEEN: 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, Montreal (Quebec) H2Y 1X4, herein
         acting  and represented  by  Gilles  Cloutier,   its  President,   duly
         authorized as he so declares;

(hereinafter referred to as "MLI")

AND:    3720161  CANADA  CORPORATION  (MOBILAIR   INTEGRATION),   a  corporation
        organized and existing under the laws of Canada,  having its head office
        at 400  Jean-Lesage  Blvd,  Suite 045,  Quebec  (Quebec) Canada G1K 8W1,
        herein acting and represented by Daniel Veilleux,  duly authorized as he
        so declares;

(hereinafter referred to as the "Service Provider")

        (MLI and the Service Provider are hereinafter  collectively  referred to
        as the "Parties")

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

PREAMBLE

WHEREAS MLI and the Service  Provider  concluded an exclusive  Software  License
Agreement  and MLI gained  licensee  status for the  software  developed  by the
Service  Provider  that  integrates  new concepts for public  safety  management
systems (the" Software");

WHEREAS MLI will use, offer and  distribute the Software to customers  solely in
the public safety market around the world;

WHEREAS the Service Provider is doing business in the development of software of
any  kind  and  also  acts  as   consultant   for   installation,   integration,
customization and maintenance of software for different clients;

WEREHAS the Service Provider has the expertise,  the capacity and the experience
to provide MLI with various services related to the Software;

WHEREAS  MLI  wishes to  obtain  various  services  from the  Service  Provider,
including,  without  limitations,  installation  of the  Software,  integration,
customization, maintenance, support and services to MLI's customers;


                                       1
<PAGE>


WHEREAS  the  Service  Provider  has  agreed to  provide  MLI with the  services
described hereinbelow, in return for good and valuable consideration;

WHEREAS the Parties wish to evidence their agreement in writing;

WHEREAS the Parties are duly  authorized and have the capacity to enter into and
perform this Agreement;

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.00    PREAMBLE

        The preamble hereto shall form an integral part hereof.

2.00    OBJECT

        2.01    SERVICES

        The Service  Provider agrees to provide MLI with the services  described
        in  Schedule  "A" of this  agreement.  The Service  Provider  shall also
        provide  MLI,  for a term of 6 months  that will begin  October 1, 2003,
        with 10 persons who have the expertise,  the capacity and the experience
        to support MLI and will be available to complete  all  modifications  to
        the Software for sales around the world.

        The Service  Provider  also agrees to provide MLI with various  services
        related to the Software, including, without limitations, installation of
        the  Software,  integration,  customization,  maintenance,  support  and
        services to MLI's customers.  MLI agrees to provide,  from time to time,
        during the term of this agreement,  the Service Provider with orders and
        instructions  ("confirmation  orders") related to services required from
        the Service Provider and related to the Software  (hereinafter  referred
        to as the "Services").

        Without limitation,  the Service Provider agrees to provide MLI with the
        following services, upon receipt of confirmation orders and instructions
        from MLI :

        a)      Install, integrate and customize the Software to MLI's customers
                in accordance with the instructions of MLI;

        b)      carry out testing on the alpha,  beta and final  versions of the
                Software installed;

        c)      provide MLI with the information and documentation regarding the
                design and use of the Software, all on appropriate media;

        d)      provide  operational  and  technical  support  services to MLI's
                customers in accordance with the instructions of MLI;


                                       2
<PAGE>


        e)      provide training in the  installation,  implementation,  support
                and use of the Software to MLI's  customers in  accordance  with
                the instructions of MLI;

        f)      provide all other  services  related to the  Software  required,
                from time to time, by MLI.

        2.02    DEADLINE FOR PROVIDING THE SERVICES

        As of the  moment,  MLI has  provided  the  Service  Provider  with  the
        Information   elements  required  to  execute  the  order.  The  Service
        Provider's deadline for providing the Services shall be the deadline set
        forth in the confirmation order sent by MLI or any other deadline agreed
        upon between the Parties for each order or in this Agreement.

3.00    CONSIDERATION

        3.01    PRICE OF THE SERVICES

        In consideration  for the Services  described in Schedule "A", MLI shall
        pay to the Service  Provider  1,000,000US$  no later than  September 30,
        2003. The Service  Provider shall deliver to MLI the items  specified in
        Schedule A no later than December 31, 2003.

        In  consideration  for the 10 persons  available as described in section
        2.01, MLI shall pay 100 000US$ per month  (10,000US$ per person) for the
        six months  period that will begin  October 1, 2003.  The first  payment
        will be due October 1, 2003 and the others the first day of each month.

        For the Services required from the Service  Provider,  from time to time
        during the term of this agreement, MLI shall pay to the Service Provider
        the price set forth in each  confirmation  order and agreed upon between
        the Parties, together with all applicable taxes.

4.00    SPECIFIC PROVISIONS

        4.01   ELECTRONIC COMMUNICATIONS

        The Parties'  representatives  may  communicate  between  themselves  by
        electronic means, in which case, the following presumptions shall apply:

        o       the presence of an identification code in an electronic document
                shall be  sufficient to identify the sender and to establish the
                authenticity of the said document;

        o       an electronic  document  containing an identification code shall
                constitute a written instrument signed by the sender; and

        o       an electronic  document or any printed  output of such document,
                when kept in accordance with usual business practices,  shall be
                considered to be an original.


                                       3
<PAGE>

        The Parties'  representatives may also communicate between themselves by
        telecopier.

        4.02    OBLIGATIONS OF MLI

        MLI undertakes as follows in favour of the Service Provider:

        a)      MLI shall provide the Service Provider with all the instructions
                necessary to allow the Service  Provider to perform the Services
                within the deadlines set forth in the confirmation order;

        b)      MLI shall cooperate fully with the Service  Provider and provide
                the Service  Provider with all information  required in order to
                ensure that the  Services  are provided in a proper and complete
                manner;

        c)      as regards any Services  which the Service  Provider is required
                to provide  elsewhere  than at its place of business,  MLI shall
                provide the Service  Provider with an appropriate  and safe work
                space which is equipped with a telephone and Internet access;

        d)      unless MLI has serious  grounds for refusing its approval,  upon
                request  from the Service  Provider,  MLI shall give the Service
                Provider its approval of the work carried out at the end of each
                of the Service provided according to a confirmation order;

        e)      MLI shall be solely  responsible for the content of the computer
                equipment and any damage resulting from the use thereof;

        f)      MLI shall pay the price of the Service  Provider's  Services and
                the price, the whole in accordance with the terms and conditions
                of payment set forth in Schedule A and the confirmations orders.

        4.03    OBLIGATIONS OF THE SERVICE PROVIDER

        The Service Provider undertakes as follows in favour of MLI:

        a)      the  Services  shall be provided in a  professional  manner,  in
                accordance with generally accepted industry practices, and based
                upon the instructions and the confirmation order of MLI;

        b)      the  words,  expressions,  references,  special  characters  and
                graphic  symbols  recognized  internationally  as identifiers of
                intellectual  property  rights,  as well as the owners  thereof,
                shall be affixed in accordance with the instructions agreed upon
                between the Parties;

        c)      the Service Provider shall ensure that its employees, suppliers,
                associates  and  subcontractors,  if any,  fully comply with the
                provisions of this  Agreement,  in particular  those relating to
                intellectual property and confidentiality; and


                                       4
<PAGE>


        4.04    INTELLECTUAL PROPERTY

                4.04.01 DEFINITIONS

        For purposes of this Agreement:

        o       "INTELLECTUAL PROPERTY RIGHT, TITLE AND INTEREST" shall include,
                without limitation,  any intellectual  property right, title and
                interest,  including  any  derivative  right,  moral  right  and
                personal right, in and to the following:

                a)      any  work,  invention,   trademark,  industrial  design,
                        integrated circuit topography,  confidential information
                        or trade secret, as the case may be;

                b)      any certificate which registers,  grants or acknowledges
                        ownership or interests in any of the intellectual rights
                        in question; and

                c)      any   request   for  the   registration,   granting   or
                        acknowledgement  of ownership or interests in any of the
                        intellectual property rights in question.

        o       "BACKGROUND TECHNOLOGY":  shall include, without limitation, all
                programming   tools,   development   tools,   migration   tools,
                conversion   tools,   data  retrieval  tools,   Internet  tools,
                multimedia tools, network tools,  databases,  operating systems,
                patches, processes,  programs,  subprograms,  software, software
                portions,  compilers, report generators,  executables libraries,
                data, codes,  documentation,  notes, expertise and technological
                know-how.

                4.04.02 RESPECT OF THIRD  PARTY  INTELLECTUAL  PROPERTY  (BY THE
                        SERVICE PROVIDER)

        All content to be installed,  integrated  and  customized by the Service
        Provider  shall be entirely  original  and shall not  infringe any third
        party Intellectual  Property Right, Title or Interest. If all or part of
        the content have been  designed,  in whole or in part, by a third party,
        or if a  third  party  has an  Intellectual  Property  Right,  Title  or
        Interest in and to such content,  the Service  Provider shall obtain the
        appropriate  rights  allowing it, among others,  to use the said content
        (or part thereof) and to assign the right to use and modify same to MLI,
        if applicable.

                4.04.03 RESPECT OF THIRD PARTY INTELLECTUAL PROPERTY (BY MLI)

        The information  elements  provided by MLI to the Service Provider shall
        be entirely original and shall not infringe any third party Intellectual
        Property  Right,  Title  or  Interest.  If  one  or  more  of  the  said
        information elements have been designed, in whole or in part, by a third
        party, or if a third party has an Intellectual  Property Right, Title or
        Interest  in and to such  information  elements,  MLI shall  obtain  the
        appropriate   rights  allowing  it,  among  others,   to  use  the  said
        Information Elements (or part thereof).

                4.04.04 INFORMATION ELEMENTS PROVIDED BY MLI

        Every  Intellectual  Property  Right,  Title and  Interest in and to the
        information  elements provided by MLI shall belong to it, subject to any
        third party Intellectual Property Right, Title or Interest.  The Service
        Provider's  use of the said  information  elements  shall be  limited to
        providing the Services.


                                       5
<PAGE>


        4.04.05 EMPLOYEES,  SUPPLIERS,  ASSOCIATES AND SUBCONTRACTORS OF
                THE SERVICE PROVIDER

        Prior to the  performance  of this  Agreement and at all relevant  times
        thereafter,  the  Service  Provider  shall  obtain  from its  employees,
        suppliers,  associates and subcontractors assigned to the performance of
        this Agreement an assignment in its favour of all Intellectual  Property
        Rights,  Titles and Interests  which they have, may have or may claim to
        have in and to all or part of the  content to be  installed,  integrated
        and  customized  by the Service  Provider,  as well as a waiver of their
        moral rights in and to same.

        In particular, but without limiting the generality of the foregoing, the
        Service Provider shall do the following:

        a)      it shall cause the said  employees,  suppliers,  associates  and
                subcontractors  to sign an  assignment  of  rights,  a waiver of
                moral  rights  and all  other  documents  which  are  useful  or
                necessary in order to confirm any such  assignment of rights and
                waiver of morals rights; and

        b)      upon request from MLI, it shall  provide MLI with a copy of such
                documents.

        4.04.06 BACKGROUND TECHNOLOGY DEVELOPED BY THE SERVICE PROVIDER

        All the Intellectual Property Rights, Titles and Interests in and to the
        Background Technology developed by the Service Provider before or during
        performance of this  Agreement  shall belong to, or become the exclusive
        property of, the Service  Provider,  as the case may be,  subject to any
        third party Intellectual Property Right, Title or Interest.

        4.04.07 BACKGROUND TECHNOLOGY DEVELOPED BY A THIRD PARTY

        If,  within the scope of  performance  of this  Agreement,  the  Service
        Provider  uses  Background  Technology  developed  by a third  party and
        resulting in the insertion of components  into any content,  the Service
        Provider  shall obtain from such third party all  Intellectual  Property
        Rights,  Titles and  Interests  allowing the Service  Provider to insert
        such  components  and to assign the right to use and modify same to MLI,
        whether by means of a licence or otherwise.

        4.04.08 CONTENT DESIGNED BY THE SERVICE

        PROVIDER

        All  Intellectual  Property  Rights,  Titles and Interests in and to all
        content  designed  by the  Service  Provider  are and shall  remain  the
        Service  Provider's  exclusive  property subject to the License Software
        Agreement signed this day in favour of MLI .

4.05    CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING

        The Service  Provider  acknowledges  that certain  information  elements
        provided  and  to be  provided  by  MLI  are  or  may  be  significantly
        strategically  important and,  therefore,  constitute  trade secrets for
        purposes of this Agreement.  During the term of this Agreement and for a
        further period of two (2) years following the termination  thereof,  the
        Service Provider undertakes to do the following in favour of MLI, except
        as regards the information  elements which are to be posted on MLI's Web
        site and those forming part of the public domain:

        a)      it shall  keep the  information  elements  confidential  and not
                disclose  same;

        b)      it shall take and implement all appropriate measures to preserve
                the confidential nature of the information elements;

        c)      it shall not communicate, transmit, exploit or otherwise use the
                information elements, whether for its own behalf or on behalf of
                third parties; and


                                       6
<PAGE>


        d)      it shall  take  all  appropriate  measures  to  ensure  that its
                partners,  shareholders,  directors,  representatives,   agents,
                officers,   employees   and   related   persons   maintain   the
                confidential  nature  of  the  information  elements  for  MLI's
                exclusive benefit.

        Moreover,  the  Service  Provider  shall not mention to a third party or
        discuss with a third party the existence of this Agreement or its object
        or content, unless the Service Provider has obtained MLI's prior written
        authorization  (which  authorization  may be refused  without reason) or
        unless such mention or  discussion  is made or carried out in accordance
        with the provisions of this Agreement.

        4.06    RECIPROCAL UNDERTAKING NOT TO SOLICIT PERSONNEL

        During  the term of this  Agreement  and for a further  period of twelve
        (12) months  following its  termination,  each of the Parties shall not,
        directly or indirectly,  solicit,  employ,  hire or otherwise retain the
        services  of any of the other  Party's  employees.  If a Party  fails to
        abide by this  obligation,  it shall  immediately pay to the other Party
        all damages of the other Party.

        4.07    USEFUL INFORMATION

        MLI acknowledges that, before the signing of this Agreement, the Service
        Provider  has  provided  it with all useful  information  regarding  the
        Services that the Service Provider has undertaken to provide.

        4.08   PERFORMANCE METHODS

        Except as regards  compliance with the  confirmation  order, the Service
        Provider shall be free to choose the means of performing this Agreement,
        and there shall be no relationship of subordination  between the Service
        Provider and MLI in respect of such performance.

        4.09   RELATIONSHIP BETWEEN THE PARTIES

        Given that the Parties are independent contractors, this Agreement shall
        be  binding  upon  them  only  for  the   purposes  set  forth   herein.
        Consequently,  the  provisions of this  Agreement  shall not,  under any
        circumstances, be interpreted as creating any association or partnership
        between the Parties or as  conferring  any mandate from one Party to the
        other.  Moreover,  neither  Party  may  bind  the  other  in any  manner
        whatsoever or in favour of anyone whomsoever,  except in accordance with
        the provisions of this Agreement.

        4.10   SUBCONTRACTING

        The Service Provider may employ any third party in order to perform this
        Agreement.  Nonetheless,  its performance shall remain under the Service
        Provider's supervision and responsibility.

        4.11   REPRESENTATIONS AND WARRANTIES OF THE SERVICE PROVIDER

        The Service  Provider  represents  and  warrants as follows in favour of
        MLI:

        a)      it has the capacity to bind itself  pursuant to this  Agreement,
                which  capacity is not limited in any manner  whatsoever  by any
                undertaking whatsoever in favour of a third party;


                                       7
<PAGE>


        b)      it has the expertise and experience required in order to perform
                and fulfill  the  obligations  imposed  upon it pursuant to this
                Agreement;

        c)      it shall provide the services in an efficient  and  professional
                manner, in accordance with generally accepted industry practices
                and  using  the  most  up  to  date  Background  Technology  and
                development tools;

        d)      it shall  comply  with each and every one of the  specifications
                relating to the Services to be rendered by it;

        e)      it shall respect all Intellectual  Property  Rights,  Titles and
                Interests  belonging to third  parties in any  development  tool
                used by it and in any component  designed by it with the help of
                such tool;

        f)      it shall not use any third  party  confidential  information  or
                trade   secret,   unless  it  has  received  the  third  party's
                authorization;

        4.12    LIMITATION OF WARRANTY

        Unless  otherwise  provided for in this Agreement,  the Service Provider
        shall not provide MLI with any express or implied  warranty with respect
        to the following:

        o       the  MLI's  computer  equipment,  or  the  computer  equipment's
                operation or hardware or software components; or

        o       the  consequences  which result or may result from providing the
                Services,  whether such  consequences  are actual or threatened,
                financial or not, or positive or not.

        THE  WARRANTIES  SET  FORTH IN THIS  AGREEMENT  ARE THE ONLY  WARRANTIES
        PROVIDED  WITH  RESPECT  TO THE  OBJECT  Of  tHIS  AGREEMENT,  AND  THEY
        CONSTITUTE A LIMITED WARRANTY. MLI EXPRESSLY WAIVES ALL OTHER EXPRESS OR
        LEGAL WARRANTIES,  INCLUDING,  WITHOUT LIMITATION,  ALL LEGAL WARRANTIES
        REGARDING  LATENT DEFECTS,  EVICTION,  merchantability  or fitness for a
        particular  purpose.  certain  jurisdictions  prohibit the  exclusion or
        limitation of legal  warranties,  and it is possible that one or more of
        the aforementioned  exclusions or limitations will not apply. it is also
        possible that MLI may have other warranty RIGHTS,  which rights may vary
        from one place to another.  under no circumstances will the value of the
        warranty  exceed the value of the services  rendered to MLI and paID for
        by it.  MLI  expressly  waives  the  right  to make any  warranty  claim
        exceeding the said limit.

        4.13    LIMITATION OF LIABILITY

        Except  in the  event of  gross  negligence  on the part of the  Service
        Provider,  the Service  Provider shall not be liable towards MLI for any
        fault or any direct or  indirect  damage  resulting  therefrom,  and MLI
        shall  indemnify  the Service  Provider  and hold it  harmless  from and
        against all claims, including all claims under a warranty, in any of the
        following cases:

        o       modifications  made to the  content  by a person  other than the
                Service Provider or a person reporting to the Service  Provider;
                or

        o       unlawful or  unauthorized  third party hacking into the computer
                equipment.


                                       8
<PAGE>


        UNLESS OTHERWISE PROVIDED FOR IN THIS AGREEMENT,  UNDER NO CIRCUMSTANCES
        WILL THE Service Provider  (INCLUDING,  IF APPLICABLE,  ITS SUBSIDIARIES
        AND  PARENT  COMPANY,   AND  ITS  SHAREHOLDERS,   DIRECTORS,   OFFICERS,
        EXECUTIVES, EMPLOYEES, ASSOCIATES AND DEVELOPERS) BE HELD LIABLE TOWARDS
        MLI OR  ANY  THIRD  PARTY  FOR  ANY  INDIRECT,  CONSEQUENTIAL,  SPECIAL,
        PUNITIVE OR EXEMPLARY DAMAGES,  INCLUDING,  WITHOUT LIMITATION, ANY LOSS
        OF PROFITS OR OTHER  ECONOMIC  LOSS  (RESULTING  FROM A  CONTRACTUAL  OR
        EXTRA-CONTRACTUAL  FAULT  OR  FROM  NEGLIGENCE),  EVEN  IF  THE  Service
        Provider HAS BEEN NOTIFIED OF THE  POSSIBILITY OF SUCH DAMAGES.  CERTAIN
        JURISDICTIONS  PROHIBIT the  exclusion or  limitation  of LIABILITY  FOR
        INDIRECT OR CONSEQUENTIAL  DAMAGES,  and it is possible that one or more
        of the  aforementioned  exclusions or limitations  will not apply. it is
        also possible that MLI may have other rights, which rights may vary from
        one place to another. under no circumstances will the Service Provider's
        TOTAL LIABILITY TOWARDS MLI EXCEED the value of the services rendered to
        MLI and paID for by it. MLI expressly RELEASES THE SERVICE PROVIDER FROM
        ANY LIABILITY exceeding the said limit.

        4.14   INTEREST

        All  amounts  owed  by MLI to the  Service  Provider  pursuant  to  this
        Agreement  shall bear  interest  at a rate of twelve  percent  (12%) per
        annum as of their due date.

        4.15   COLLECTION COSTS

        If, as a result of MLI's failure to make a payment, it becomes necessary
        to refer the overdue  invoice or invoices to a  collection  agency or an
        attorney,  MLI shall pay to the  Service  Provider,  in  addition to the
        amount owed,  collection  cost charged by the  collection  agency or the
        attorney.

        4.16   SUSPENSION OF SERVICES IN THE EVENT OF FAILURE TO PAY

        If,  after the  Service  Provider  has sent a demand  for  payment,  MLI
        refuses,  without right, to pay the Service Provider the amounts payable
        or reimbursable  pursuant to this Agreement in accordance with the terms
        and  conditions  of payment  set forth in the  confirmation  order,  the
        Service  Provider may suspend  performance  of the Services in question,
        without further notice or delay,  the whole without  prejudice to any of
        the Service Provider's other rights pursuant to this Agreement.

        4.17   TERMINATION OF THE AGREEMENT

        This  Agreement  will  terminate  March 31, 2004  regarding the services
        related to the 10 persons  available  to support  MLI and  complete  all
        modifications to the Software for sales around the world. This Agreement
        will continue to be effective  for the Services that MLI may need,  from
        time to time, from the Service Provider that will be agreed upon between
        the Parties in confirmation orders.


                                       9
<PAGE>


        4.18   NO INTERMEDIARY

        The Parties  declare  that they have not  retained  the  services of any
        intermediary  (e.g.  agent,   broker  or  other)  with  respect  to  the
        negotiation, preparation or entering into of this Agreement.

        4.19   PROFESSIONAL FEES RELATING TO THIS AGREEMENT

        All professional fees (e.g. legal, accounting and other) relating to the
        negotiation,  preparation and entering into of this Agreement which have
        been  incurred at the  request of a Party for its own  benefit  shall be
        borne by the said Party.

5.00    GENERAL PROVISIONS

        Unless  otherwise  stated in this  Agreement,  the following  provisions
        shall apply.

        5.01   "FORCE MAJEURE"

        Neither  Party  shall be  considered  to be in default  pursuant to this
        Agreement  if the  fulfillment  of all or  part  of its  obligations  is
        delayed or  prevented  due to "force  majeure".  "Force  majeure"  is an
        external  unforeseeable  and  irresistible  event,  making it absolutely
        impossible to fulfill an obligation.

        5.02   SEVERABILITY

        If all or part of any section,  paragraph or provision of this Agreement
        is  held  invalid  or  unenforceable,  it  shall  not  have  any  effect
        whatsoever  on  any  other  section,  paragraph  or  provision  of  this
        Agreement,  nor on the  remainder  of the  said  section,  paragraph  or
        provision, unless otherwise expressly provided for in this Agreement.

        5.03   NOTICES

        Any notice intended for either Party shall be deemed to be validly given
        if it is in writing and is sent by  registered  or  certified  mail,  by
        bailiff or by courier  service to such  Party's  address as set forth in
        this Agreement,  or to any other address which the Party in question may
        have  indicated in writing to the other Party. A copy of any notice sent
        by e-mail  shall also be sent  according  to one of the  above-mentioned
        delivery modes.

        5.04   HEADINGS

        The headings in this  Agreement  have been  inserted  solely for ease of
        reference and shall not modify, in any manner whatsoever, the meaning or
        scope of the provisions hereof.

        5.05   SCHEDULES

        The Schedules to this Agreement shall be deemed to form an integral part
        hereof if they have been duly initialled by all the Parties.


                                       10
<PAGE>


        5.06   NO WAIVER

        Under no circumstances  shall the failure,  negligence or tardiness of a
        Party as regards the  exercise of a right or a recourse  provided for in
        this Agreement be considered to be a waiver of such right or recourse.

        5.07   CUMULATIVE RIGHTS

        All  rights  set forth in this  Agreement  shall be  cumulative  and not
        alternative.  The  waiver  of a right  shall not be  interpreted  as the
        waiver of any other right.

        5.08   ENTIRE AGREEMENT

        This Agreement constitutes the entire understanding between the Parties.
        Declarations,  representations,  promises or conditions other than those
        set forth in this  Agreement  shall not be construed in any way so as to
        contradict, modify or affect the provisions of this Agreement.

        5.09   AMENDMENTS

        This  Agreement  shall not be  amended  or  modified  except by  another
        written document duly signed by all the Parties.

        5.10   NUMBER AND GENDER

        Where appropriate, the singular number set forth in this Agreement shall
        be interpreted as the plural number, and the gender shall be interpreted
        as masculine, feminine or neuter, as the context dictates.

        5.11   NO RIGHT TO TRANSFER

        Neither of the Parties may, in any manner whatsoever,  assign,  transfer
        or convey its rights in this  Agreement to any third party,  without the
        prior written consent of the other Party.

        5.12   CALCULATING TIME PERIODS

        In calculating any time periods under this Agreement:

        a)      the first day of the period shall not be taken into account, but
                the last one shall;

        b)      the  non-juridical  days,  i.e.  Saturdays,  Sundays  and public
                holidays, shall be taken into account; and

        c)      whenever the last day is a  non-juridical  day, the period shall
                be extended to the next juridical day.

        5.13    GOVERNING LAW

        This  Agreement  shall be construed and enforced in accordance  with the
        laws in force in the province of Quebec, Canada.


                                       11
<PAGE>


        5.14   SUCCESSORS

        This Agreement shall bind the Parties hereto as well as their respective
        successors, heirs and assigns.

        5.15   ELAPSED TIME

        Whenever one of the Parties  fails to fulfill an  obligation  under this
        Agreement  within a  stipulated  deadline,  the mere lapse of time shall
        constitute a formal notice of default to the said Party.

6.0     ACKNOWLEDGEMENT BY THE PARTIES

        THE PARTIES HEREBY ACKNOWLEDGE AS FOLLOWS:

        A)      DUE  NEGOTIATIONS  TOOK PLACE BETWEEN THEM PRIOR TO THE DRAFTING
                OF THIS AGREEMENT;

        B)      THIS AGREEMENT  TRULY AND COMPLETELY  DEFINES THE  UNDERSTANDING
                REACHED BETWEEN THEM;

        C)      EACH  AND  EVERY  ONE OF THE  PROVISIONS  OF THIS  AGREEMENT  IS
                LEGIBLE;

        D)      THEY DID NOT ENCOUNTER ANY  DIFFICULTIES  IN  UNDERSTANDING  THE
                PROVISIONS OF THIS AGREEMENT;

        E)      BEFORE SIGNING THIS AGREEMENT, EACH PARTY HAD THE OPPORTUNITY TO
                CONSULT A LEGAL ADVISER; AND

        F)      EACH PARTY OBTAINED A COPY OF THIS AGREEMENT  IMMEDIATELY  AFTER
                IT WAS SIGNED BY ALL THE PARTIES.


                                       12
<PAGE>

               SIGNED IN QUEBEC, PROVINCE OF QUEBEC
               ON SEPTEMBER 16, 2003


"MLI"

MEDICAL LICENSING INTERNATIONAL CORP.

by:

/s/ Gilles Cloutier
---------------------------------------
Gilles Cloutier, President



"THE SERVICE PROVIDER"

3720161 CANADA CORPORATION
(MOBILAIR INTEGRATION)

        by :

/s/ Daniel Veilleux
----------------------------------------
Daniel Veilleux, President




                                       13
<PAGE>



                                         SCHEDULE "A"

o       Design, development, deployment, maintenance and hosting of a Emergensys
        Corporation Web site for a sum of seventy thousand (70,000$) dollars;

o       Packaging of our public safety applications for a sum of one hundred and
        fourty thousand (140,000$) dollars;

o       Design and conception of product briefs and Multi-media presentations in
        English,  Spanish and Portuguese  for a sum of fifty thousand  (50,000$)
        dollars;

o       World wide market  studies  and  analysis  for a sum of ninety  thousand
        (90,000$) dollars;

o       Products  localization for thirty countries for a sum of two hundred and
        forty thousand (240,000$) dollars;

o       Translation of the software in English (75,000$),  Spanish (85,000$) and
        Portuguese (95,000$) for a sum of of two hundred and fifty five thousand
        (255,000$) dollars;

o       Translation of all documentation  including system  documentation,  user
        manuals and training manuals in English, Spanish and in Portuguese for a
        sum of one hundred and fifty five thousand (155,000$) dollars.



                                       14