This Confidential Limited Software License Agreement (“Agreement”) is effective on the later signing date between Maritime health Systems, Ltd, (“Licensor”), a corporation established in the Bahamas, located at 43 Elizabeth Avenue, Nassau, Bahamas, and the Licensee, as identified in the Schedule A attached to this Agreement.

WHEREAS, Licensor is in the business of developing, marketing and promoting computer software systems, including a computer software system identified as Licensed Software in the attached Schedule A;

WHEREAS, Licensee is in the business of cruise shipping and the provision of medical care to passengers and crew on cruise ships;

WHEREAS, Licensee desires to obtain a limited license for the Licensed Software under the terms and conditions set forth in this Agreement;

WHEREAS, Licensor desires to grant a limited license for the Licensed Software to Licensee under the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the Parties hereto agree as follows:

1. Confidential Information: Confidential Information includes trade secrets, and any other techniques, designs, data and information, and other proprietary information Licensee receives, obtains or acquires from Licensor under the term of this Agreement. The terms and conditions of this Agreement shall also be considered Confidential Information.

2. Intellectual Property: Intellectual Property means any copyrights, trademarks, patents, and the Confidential Information, as defined above, in connection with Licensor̓s computer software systems, including but not limited to the Licensed Software, and related documentation, manuals, instructions, process and procedures, functions, know-how, configuration, interface design, object-codes and source-codes, and any derivative works that are protectable under the patent, copyright, trademark and trade secret laws of the United States and International laws.

3. Intellectual Property Ownership: Licensee acknowledges and agrees that the Intellectual Property, as defined herein, is owned by Licensor, and agrees not to challenge Licensor̓s ownership or exclusive rights in the Intellectual Property.

4. Limited License: Licensor grants Licensee

a) limited license to use the Licensed Software, as it is delivered without modification, changes, reprogramming, and alteration, to be used in connection with Licensee’s business; and

b) limited license to use the Licensed Software during the License Period, as defined in the Schedule A, unless sooner terminated under Termination provision.

5. License Fee: Licensee shall pay Licensor the License Fee, as defined in the Schedule A, upon execution of this Agreement, by the Means of Payment stated in the Schedule A.

6. Delivery of Licensed Software: Licensor shall, upon confirming the receipt of the License Fee and the signed Agreement, deliver the Licensed Software, with required manuals or instructional documents, via secured email, file transfer and/or by express mail.

7. Prohibition: Licensee is prohibited from

a) making copies of the Licensed Software, in whole or in part, for its backup, file, storage, maintenance or services, in any medium, whether on paper or on any magnetic or digital device, except for making a single copy for backup purposes;

b) incorporating, interfacing or integrating, in whole or in part, the Licensed Software with any other products except in connection with the Licensee’s business as intended and authorized under this agreement;

c) offering to sell, distribute, reproduce, transmit, share or assist a third party with, the Licensed Software, in whole or in part except in connection with the Licensee’s business as intended and authorized under this agreement; and

d) engaging any other terms not specifically authorized under this Agreement.

8. Non-Transferable: This Agreement is non-transferable and non-assignable.

9. Reservation: All rights not expressly granted herein are reserved by Licensor.

10, Non-Disclosure: Licensee agrees not to disclose, report, publish, license, use or transfer Licensor̓s Intellectual Property, directly or indirectly, in whole or in part, to a third party, without the written consent and authorization from Licensor.

11. Authorized Disclosure: Licensee agrees that it will limit the disclosure of the Licensed Software to its employees and contractors under confidential and nondisclosure restrictions, on a need to know basis.

12. Termination: This Agreement shall terminate upon, the earlier of the following occurrences,

a) the end of any calendar year in which Licensee gives notice before 1 December of that year that they wish to terminate the Agreement;

b) a breach of the terms and conditions of the Agreement. If this Agreement is terminated for a breach of Agreement, the injured party shall notify the other party of the breach by an email or by a certified letter. The party in breach of the Agreement will have 30 days in which to correct the breach.

13. Termination and Post-Termination Procedures: Upon termination of the Agreement, Licensee shall

a) return the Licensed Software and related documents, and any other intellectual Property the Licensee received from the Licensor, within 15 days of the termination notice, with a certification executed by its Executive Officer stating that Licensee has retained no copies, on paper or on digital format, for its file or custody; or

b) destroy the Licensed Software and related documents, and any other Intellectual Property the Licensee received from the Licensor, within 15 days of the termination notice, and provide a certification to Licensor executed by its Executive Officer stating that Licensee has retained no copies, on paper or on digital format, for its file or custody.

14. Damages: Licensee recognizes that Licensor̓s Intellectual Property is a valuable asset and is worth more than the License Fee provided herein. Licensee further recognizes that a breach of this Agreement is likely to cause significant damages and irreparable harm to Licensor̓s Intellectual Property and/or Licensor̓s business and financial interest, particularly because of the nature of the transaction whereby enforcement of the Intellectual Property rights is complicated, expensive and difficult. Therefore, Licensee agrees

a) to an immediate injunctive and other equitable relief

b) to pay Licensor $30 (US Dollars) per day until Licensee complies with the terms of the Agreement, including the Post-Termination Procedures, as additional license fee;

c) to pay costs and expenses, including reasonable attorneys̓ fees, incurred in connection with the enforcement of this Agreement, or collection of any money from Licensee under this Agreement; and

d) to pay interest, for any money outstanding under this Agreement, at the interest rate of 18% APR.

15. Venue. Personal and Subject Matter Jurisdictions: Any dispute relating to the performance or interpretation of this agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in New York, New York, USA in accordance with the then-existing rules of the American Arbitration Association. Judgement upon any award by the arbitrators may be entered by any court having jurisdiction. The parties intend that this agreement to arbitrate be irrevocable.

16. Parties̓ Representations: Parties represent that all information provided or disclosed herein by the respective parties or subsequent dealings in connection with the subject matter of this Agreement will be truthful and accurate.

17, Relationship: Licensee is an independent licensee, not an agent, employee, subsidiary or affiliated company of Licensor. Each party shall not be liable to a third party for the other̓s acts or omissions.

18. Indemnification: Each party mutually agrees to hold the other harmless for any damages, injuries, or losses arising out of its negligence.

19. Completeness: This Agreement contains the entire understanding between the Parties.

20. Authorization: Those signing are authorized to bind Licensor and Licensee to the terms and conditions of this Agreement.

I have read the Agreement, and accept the I have read the Agreement, and accept the terms and conditions of the Agreement. terms and conditions of the Agreement.

_______________________________ _______________________________

CONFIDENTIAL LIMITED SOFTWARE LICENSE AGREEMENT

SCHEDULE A - SPECIFIC LICENSE TERMS

Terms Specifications

Licensor: Maritime Health Systems, Ltd.

43 Elizabeth Ave.

Box CB-13022

Nassau, Bahamas

Tel: (240)465-0511

Fax: (240)465-0511

Email: teh@marimed.com

Licensee:

Licensed Software: CruiseDoc Medical Department Management System

License Period: 1 January 2003 to 31 December 2004, and is automatically renewed annually unless notice given by Licensee as per paragraph 12.a) of the Agreement.

License Fee: US$9,779.00 on 1 January 2004 and US$999 per year thereafter.

Means of Payment by electronic fund transfer to the account of Maritime Health Systems Ltd. at Bank of America, Maryland or by check in US$ payable to Maritime Health Systems Ltd.

Licensor:

Maritime Health Systems Ltd.

By:_____________________________

Print name: Theodore E. Harrison

Title:______Director______________

Date:___________________________

Licensee:

________________________________

By:______________________________

Print name: _______________________

Title:_____________________________

Date:_____________________________