STEVE WILLIAMS SERVICES CONTRACT

Exhibit 10.2

STEVE WILLIAMS SERVICES CONTRACT

            This SERVICES CONTRACT ("Agreement") is made and entered into this 1st day of October, 2005 (the "Effective Date") between Fortune Partners, Inc. (intending to change its name to Power Air Corporation or otherwise; (the "Company")), with an address for notice and delivery located at 1500 Royal Centre, 1500 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7, and Steve Williams, having an address for notice and delivery located at 40 Lane 163 Crooked Lake, Angola, Indiana, U.S.A., 46703 (the "Executive") (each of the Company and the Executive also being a "Party" hereunder).

            WHEREAS, the Board of Directors of the Company (the "Board") wishes to assure the Company of the services of the Executive for the period provided in this Agreement; and

            WHEREAS, the Parties wish this Agreement to supersede all prior understandings between the Parties, whether oral or written;

            NOW THEREFORE, in consideration of the performance of the responsibilities of the Executive and upon other terms and conditions hereinafter provided, the Parties hereto agree as follows:

1. Services Contract
1. The Executive shall be retained as the President of the Company. As President the Executive shall render administrative and management services to the Company such as are customarily performed by persons situated in a similar executive position. The Executive shall perform such other duties as the Board of the Company may from time to time reasonably direct. Failure to re-elect or appoint the Executive as President without the consent of the Executive shall be deemed to be a termination of the Executive without "Cause" (as hereinafter defined) under this Agreement.
2. The Executive shall be furnished with a private office with such facilities, amenities and services as are appropriate for the Executive's position as President of the Company and adequate for the performance of his duties hereunder.
2. Term

This Agreement shall be for a period of one (1) year (the "Initial Term") commencing on the Effective Date (the end of such period between the Effective Date and the Initial Term being hereafter referred to as the "Anniversary Date"), subject, however, to termination during such Initial Term as provided herein. The Initial Term shall be deemed to be extended for additional periods of one year each (such extension of a year being an "Extended Term" herein) unless at least sixty (60) calendar days prior to the expiration of the Initial Term or an Extended Term, as the case may be, written notice is delivered by either Party to the other Party therein confirming its desire to terminate this Agreement and stating that the Agreement will terminate and not be extended beyond the Initial Term or such Extended Term.

3. Standards of Performance

Excluding periods of vacation to which the Executive is entitled, the Executive agrees to devote his best efforts and his entire business time during regular business hours to the business and affairs of the Company and to discharge the responsibilities assigned to the Executive hereunder. The Executive, following consultation with the Board, may serve on corporate, civic or charitable boards or committees and, without such consultation, manage personal investments, so long as such activities do not interfere in any material respect with the performance of the Executive's responsibilities hereunder.

4. Base Fee
1. The Company agrees to pay the Executive during the continuance of this Agreement a gross salary of U.S. One Hundred Fifty Thousand Dollars ($150,000) per annum (hereafter referred to as the "Base Fee"). The first months fee will contain a signing bonus of US$15,000 and together with the first months salary will be paid on or before October 10, 2005. The Base Fee provided for hereinafter shall be payable on the 15^th day of each month. In addition, it is hereby acknowledged and agreed that the Executive will be classified as an independent contractor and receive an annual 1099, such that all compensation which is provided by the Company to the Executive under this Agreement, or otherwise, will be calculated on the previous gross basis.
2. Commencing during the Initial Term the Board shall evaluate the Company's progress, past, present and future, as attained with the services of the Executive. At the end of each anniversary date the Board shall, through its Compensation Committee (or, if the Board does not have a Compensation Committee, through the balance of its then disinterested Board members), consider increasing the Base Fee to be paid to the Executive for the next ensuing year. In respect of those years in which the Executive receives an increase in Base Fee by virtue of this Paragraph 4(b), such increase in Base Salary shall be considered part of the Executive's Base Salary for all purposes of this Agreement moving forward.

5. Stock Options

            As an inducement to the Executive to enter into this Agreement the Executive will initially be granted, subject to the rules and policies of the regulatory authorities and applicable securities legislation, the terms and conditions of the Company's existing stock option plan and the final determination of the Board, acting reasonably, an aggregate of 500,000 incentive stock options (each being a "Stock Option") to acquire up to an equivalent number of common shares of the Company (each being an "Option Share" when acquired) at an exercise price of U.S. $0.65 per Option Share and exercisable for a period of up to five years from the date of grant. In this regard the Company intends to use its reasonable commercial efforts to ensure that a Form S-8 Registration Statement is filed and remains effective as long as such Stock Options are outstanding, and the Executive fully understands and acknowledges that any such Option Shares will be issued in reliance upon the exemption afforded under the Form S-8 Registration Statement which is available only if the Executive acquires such Option Shares for investment and not with a view to distribution. The Executive is familiar with the phrase "acquired for investment and not with a view to distribution" as it relates to the United States Securities Act of 1933, as amended, and the special meaning given to such term in various releases of the United States Securities and Exchange Commission.

6. Discretionary Incentive Bonus to the Executive
1. The Company will pay the Executive an incentive bonus to be determined as hereinafter set forth (the "Discretionary Incentive Bonus"). The Board shall authorize, subject to payment terms to be determined by the Board and pursuant to the Company's bonus plan, if any, as amended from time to time by the Board, payment to the Executive of an annual incentive Discretionary Incentive Bonus for that calendar year, or any portion thereof on a pro rata basis, in the event the Executive did not serve the complete calendar year; provided, the Company's financial performance for that calendar year permits such a Discretionary Incentive Bonus to be paid in the best interests of the Company. The Company financial performance will be measured, among other things, by reference to the Company's return on equity, in order to determine if and to what extent a Discretionary Incentive Bonus is payable during each calendar year of the continuance of this Agreement.
2. Unless otherwise determined by the Board in light of the Company's financial performance measured, among other things, by reference to the Company's return on equity during a particular calendar year, the Discretionary Incentive Bonus shall ordinarily be not less than two percent (2%) of the Company's after-tax profits as determined by the Company's independent certified public accountants in accordance with generally accepted accounting principles, applied consistently from year to year, and may be payable in cash or awards of options and/or units or a combination of cash and awards. At the election of the Executive, and without the requirement for prior Board approval in such instance, any Discretionary Incentive Bonus shall be paid either in cash, stock options or pursuant to a deferred cash compensation arrangement. In no event shall the Discretionary Incentive Bonus in any one year to be paid pursuant to this Paragraph 6 be in excess of two hundred percent (200%) of the Base Fee of the Executive provided for in Paragraph 4.
7. Participation in Retirement and Executive Benefit Plans
1. The Executive shall be entitled to participate in any plan of the Company relating to pension, thrift, deferred compensation, profit-sharing, group life insurance, medical insurance, educational reimbursement or other retirement or employee benefits that the Company may then have in force.
2. In addition to the compensation provided to the Executive pursuant to Paragraphs 4, 5, 6, and 7 hereof, the Company agrees to reimburse the Executive for reasonable entertainment, travel, lodging and other miscellaneous expenses, whether local or out-of-city, incurred on its behalf and directly related to the performance of his duties as President of the Company. This reimbursement shall include the payment of reasonable expenses for attending meetings of trade and/or professional associations. The Executive shall submit an itemized statement and satisfactory documentation of the expenses incurred. The Company further agrees to provide the Executive, for both business and personal use so long as he is actually working for the Company every two (2) years during this Agreement, a new automobile, and the Company shall be responsible for all expenses (including adequate insurance), repairs and maintenance thereof; provided, however, that the Executive shall be responsible for his gas and oil expenses for automobile travel. The Company shall also include the Executive as an insured under its liability insurance policies with coverage at least equal to the coverage under its current liability insurance policies.
8. Life Insurance

As soon as practicable following Effective Date of this Agreement, but in no event later than 60 calendar days thereafter, and in addition to any group life insurance plan the Company may offer its employees from time to time, the Company agrees to provide the Executive during the continuance of his employment under this Agreement with life insurance as follows:

1. The Company, after the 1^st Anniversary Date of this Agreement, will provide the Executive with a U.S. Five Hundred Thousand Dollar ($500,000) life insurance policy (the "Life Insurance Policy"). The Executive will be the owner and may name the beneficiary of the Life Insurance Policy.
2. If the Executive terminates his employment with the Company or the Company terminates the Executive's position for other than Cause, the Executive can, at his option, pay the Company U.S. One Dollar ($1.00) for the privilege of having the Life Insurance Policy, any intangible value associated with said policy, and the accrued cash values of said policy, reassigned to him.
8. Vacations

(a)        The Executive shall be entitled, without loss of pay, to the number of vacation days in each calendar year determined by the Board from time to time, provided that the Executive shall be entitled to an annual vacation of not less than four (4) weeks per year in accordance with the Company's personnel policies as may be amended by the Board from time to time.

(b)        The timing of vacations shall be scheduled in a reasonable manner by the Executive. The Executive shall not be entitled to receive any additional compensation from the Company for his unused vacation time. The Executive shall be entitled to accumulate one week unused vacation time from one calendar year to the next calendar year only.

10. Termination
1. The Executive's services under this Agreement may be terminated at any time by the Board. Except as otherwise provided in this Agreement, any termination by the Board other than for Cause shall not prejudice the Executive's right to receive:
1. compensation in accordance with Paragraphs 4, 5, 6, and 7 of this Agreement for the remainder of the Initial Term or any Extended term hereof;
2. the other benefits provided by this Agreement for the remainder of the Initial Term or any Extended term hereof; and
3. a lump sum cash severance payment equal to twice the Executive's Base Fee as determined in Paragraph 4.
2. The Executive shall have no right to receive compensation or other benefits under this Agreement for any period after the date of termination for Cause. For purposes of this Agreement, termination for "Cause" shall mean only the following events:
1. personal dishonesty;
2. material breach of any provision of this Agreement;
3. breach of a fiduciary duty involving personal gain or profit;
4. intentional failure to perform stated duties;
5. a material breach of the reasonable policies and procedures for the operation of the Company provided to the Executive by formal action of the Company's Board;
6. willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or
7. willful misconduct.

For purposes of Paragraph 10(b)(6) and 10(b)(7), no act, or failure to act, on the Executive's part shall be considered 'willful' unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best in