Exhibit 10.3

RIPPEr Corporate License Agreement

               Rapid Integration Parsing Protocol Engine (RIPPEr)
                      Corporate Software License Agreement
                              and Limited Warranty

The Licensed Software and its accompanying Documentation (as hereinafter
defined) are protected by the copyright laws of the United States and
international copyright treaties. In addition, the possession and use of the
Licensed Software and its Documentation are subject to the restrictions
contained in this License.

This Agreement is made effective as of February 7, 2002, by and between LexSys
Software Corp., a Florida Corporation, of 6801 Lake Worth Road, Suite i2 1, Lake
Worth, FL 33467, and PARIS Health Services, Ltd., a Florida Limited Partnership,
of 1475 W. Cypress Creek Rd. Suite 204, Fort Lauderdale, FL 33309.

In this Agreement, the party who is licensing the Licensed Product (granting
rights) is LexSys Software Corp., and shall be referred to as the "Licensor."
The party who is receiving the license (receiving rights) is Paris Health
Services, Ltd., and shall be referred to as the "Licensee",

GENERAL TERMS
-------------

         LICENSED SOFTWARE
         The Source Code, and Object Code that are created by or on behalf of
         Licensor, and that are licensed by Licensor to Licensee subject to the
         terms and conditions of this Agreement.' The Licensed Software
         includes, for example, the RIPPEr, strRIPPEr, and ECM Host tools.
         SOURCE CODE
         The programming statements created by a programmer using an editor or
         other tool, which statements can be easily read by a human. Source Code
         is generally written using high-level programming languages. OBJECT
         CODE The sequence of computer instructions that causes a microprocessor
         to take action. Such instructions can be interpreted by a human, but
         typically only with great difficulty. Object Code is usually generated
         by passing the Source Code through a compiler (which converts high
         level programming statements into low level machine instructions).
         Documentation
         Information set down for the purpose of interpreting and understanding
         the nature and use of the Licensed Software. Documentation may include
         user manuals, graphs, charts, diagrams, and written documents whether
         stored electronically, on paper, or otherwise.
         LICENSED PRODUCT
         The Licensed Software, the technology and other proprietary information
         that is incorporated into the Licensed Software, and all related
         Documentation. The Licensed Product includes, for example, the VAN
         Architecture, as well as the RIPPEr, strRIPPEr, and ECM Host tools.
         NETWORK
         A collection of computers and associated devices that can share data
         via one or more communication links.
         RIPPER
         The RIPPEr Engine (Rapid Integration Parsing Protocol Engine). This
         tool provides the capability to quickly extract arbitrary sections of a
         text stream (i.e.: a text file) and simultaneously perform several
         kinds of network communications functions.
         STRRIPPER
         The strRIPPEr Engine (String RIPPEr). This tool provides the capability
         to quickly extract arbitrary


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         sections of a text stream (i.e.: a text file, or binary memory string).
         The strRIPPEr shares much code in common with the RIPPEr, but the
         RIPPEr includes additional code to perform additional functions
         (including, e.g., networking communication functions).
         ECM HOST
         The ECM Host (Electronic Commerce Master Host). This tool serves to
         connect and automate business applications by providing gateway
         translation and transmission services over various types of network
         pipelines and protocols including ODBC, VISA, TEXT, PPP,
         TCP/IP-SOCKETS, SNA, X25, RS232 and many others.
         VAN
         (Value Added Network). This is a combination of software and hardware,
         that Licensor will develop for the benefit of Licensee, and that
         creates exchange and communication services between two or more systems
         while performing value added functions. Licensor shall create the VAN
         for the benefit of Licensee using Licensor's proprietary tools (which
         include, for example, the VAN Architecture as well as the RIPPEr,
         strRIPPEr, and ECM Host tools). The VAN, however, will not include
         Licensor's proprietary tools that were used to create the VAN. By way
         of example, the VAN will link healthcare providers (such as hospitals)
         with managed care insurance carriers (such as insurers) to share
         information regarding services, utilization management, and prior
         authorization tracking.
         VAN ARCHITECTURE
         Designs, methodologies, techniques, and algorithms used by the VAN in
         performing communications, data mapping, format translation, and
         message routing functions for non-specific kinds of electronic data.
         FIELD OF USE Any and all types of electronic or computer generated
         communications between medical facilities such as hospitals and clinics
         with insurers, medical facilities with doctors and insurers, and
         doctors with medical facilities and/or insurers, and all other
         electronic or computer generated communications between insurers and
         medical service providers.

THE SOFTWARE PRODUCT LICENSE

          1. GRANT OF LICENSE.
All rights listed herein, granted by Licensor to Licensee, are transferable as
indicated below and shall be deemed exclusive only as it relates to utilization
of Licensor's (RIPPEr) technology, Licensor's (strRIPPEr) technology, Licensor's
(ECM Host) technology and Licensor's VAN Architecture, (all considered to be
part of the Licensed Product). Licensor reserves any and all rights not
expressly granted to Licensee. Licensor agrees that for the duration of this
Agreement, Licensee shall own the exclusive, worldwide right to use the Licensed
Product in the Field of Use and further that for the duration of this Agreement,
Licensor shall have no right to utilize the Licensed Product in the Field of
Use.
This License grants Licensee rights as follows:
                  A)       SOFTWARE
                  Licensor grants Licensee the following rights:

                  I.       The right to compile and debug the Licensed Software,
                           alone or in combination with Licensee's own software,
                           for the purpose of problem determination within the
                           Field of Use.
                  II.      The right to add to, delete from, re-build, and
                           otherwise modify or adapt the Licensed Product within
                           the Field of Use.
                  III.     The right to use the Licensed Product, but only
                           within the Field of Use and only during the term of
                           this Agreement.
                  IV.      The right to transfer all rights and obligations
                           under this License Agreement in the event of a sale
                           of substantially all of the assets of Licensee that
                           relate to the use of the Licensed Product.
                  V.       Licensee shall be expressly restricted from making or
                           distributing any copies of the Licensed Product, in
                           whole or in part, to any third party or from


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                  granting any rights under this License, to any third party,
                  except as provided in Section 1(A)(IV) above.

B)   NETWORK STORAAE/SERVICES Licensor grants Licensee the following rights:

         I.       The right to store the Licensed Software and the Documentation
                  on a Network.
         11.      The right to access the Licensed Software and the
                  Documentation over a Network of unlimited size, provided that
                  (1) Licensee controls access to each and every computing
                  device on the Network and Licensee limits such access to
                  employees; or (2) any computing device that is connected to
                  the Network, and access to which is not controlled by
                  Licensee, cannot provide access to the Licensed Software or to
                  the Documentation.

         C)       RENTAL/SUBLETTINA/SUBLICENSINA
         I.       Licensee is expressly restricted from renting, subletting,
                  leasing the use of, or control over either the Licensed
                  Software or the Documentation.
         II.      Licensee is expressly restricted from permitting a third party
                  to use, view, or otherwise access the Licensed Product at any
                  time without obtaining prior written consent from Licensor.
         III.     Licensee may sublicense its rights under this agreement with
                  the written consent of the Licensor, which consent will not be
                  unreasonably withheld.

         D)       PAYMENT
         Licensee has paid to Licensor and Licensor has accepted from Licensee,
         in consideration of entering this Agreement, a Limited Partner interest
         in Licensee as set forth by the Agreement of Limited Partnership
         between Licensor and Licensee.

         E)       OWNERSHIP BY LICENSEE
         Licensor agrees that Licensee owns, and Licensor hereby assigns to
         Licensee, all copyrights in the VAN software and all rights in the VAN
         hardware as developed for Licensee for the utilization as set forth in
         the Field of Use. Licensor also agrees that Licensee owns all
         copyrights in any improvement and/or modification in the Licensed
         Product that Licensee solely authors or otherwise solely creates. The
         parties agree that each party shall have the right to utilize any
         improvement and/or modification that Licensee and Licensor jointly
         author or otherwise jointly create. Notwithstanding the foregoing, any
         customization of a licensed technology by Licensee shall not provide
         Licensee with any rights of ownership in the underlying property of
         Licensor.

         F)       OWNERSHIP BY LICENSOR
         Licensee acknowledges and agrees that all right, title and interest in
         and to the Licensed Product, and any copies of the Licensed Product
         (including but not limited to any rights in images, test-data, and
         Source Code incorporated into the Licensed Product), are owned
         exclusively by Licensor. Nothing herein shall be construed to convey
         any ownership rights from Licensor to Licensee.

         G)       INFRINGEMENT BY THIRD PARTY
         Licensee shall promptly notify Licensor and fully assist Licensor in
         prosecution of any copyright infringements of the software as applied
         to the Field of Use. If Licensor does not take legal


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         action against the infringer within 90 days, Licensor authorizes
         Licensee to take such action, as Licensee deems appropriate with
         respect to such infringement including legal action. Licensor shall
         fully assist Licensee in the prosecution by Licensee of any copyright
         infringement of the Licensed Product.

2.       UPGRADES
         Licensee understands that Licensor will continue to market and develop
         the Licensed Product independently for purposes not specifically
         described in the Field of Use. Furthermore, any improvements on the
         Licensed Product provided to Licensee by Licensor for purposes not
         specifically described in the Field of Use may be adapted and
         incorporated into Licensor' s version for resale at a future date
         without prior consent from Licensee.

3.       CONFIDENTIALITY.
         Licensee recognizes that the Licensed Product is a valuable, special
         and unique asset of Licensor and that disclosure of proprietary
         techniques, trade secrets and other technical information regarding the
         Licensed Product would represent material damage to Licensor. As such,
         Licensee agrees to protect all technical correspondence and materials
         related to the Licensed Product as confidential and secret, and will
         not at any time or in any manner, either directly or indirectly,
         divulge, disclose, or communicate in any manner any information to any
         third party without the prior written consent of Licensor, which
         consent shall not be unreasonably withheld. A violation of this
         paragraph shall be a material violation of this Agreement. This
         paragraph shall remain in effect even after termination of this
         Agreement until the latter of: i) the date upon which Licensee returns
         to Licensor, or destroys, all remaining copies of the Licensed
         Software, the Documentation, and all technical correspondence and
         materials describing any content of the Licensed Software; and ii) that
         date which is three and one-half years subsequent to the date of
         termination.

RIPPEr Corporate License Agreement

4.       PRODUCT SUPPORT.
         Except as stipulated in the Limited Warranty, all technical services
         related to the support of this product will be provided by Licensor to
         Licensee as the parties may agree in a separate document.
         Notwithstanding the foregoing, nothing herein shall create any implied
         obligation on Licensor to perpetually maintain the Licensed Product.

5.       WARRANTIES
         A)       MEDIA
                  Licensor warrants the original physical media of the Licensed
                  Product against physical defects for a period of 90 days from
                  delivery. Licensee's sole remedy for defective media is
                  replacement.

          B)      SOFTWARE
                  Licensor warrants that it owns the Licensed Software and
                  Documentation and has the right to license it to Licensee
                  under the terms of this agreement. In the event a third party
                  shall claim a copyright infringement by the Licensed Product,
                  Licensor will defend, indemnify and hold harmless the Licensee
                  against any claim of copyright infringement by the Licensed
                  Software, except where the infringement is the direct result
                  of actions of Licensee, its employees and/or its agents.
                  Licensor also warrants that as of the date of this Agreement,
                  and except as expressly identified herein, Licensor has no
                  knowledge of any arbitration, investigation, governmental,

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         administrative, court, or other proceedings that would limit Licensor's
         ability to perform under the License. Licensor warrants that if the
         Licensed Software fails to conform substantially to the specifications
         in the Documentation accompanying the Licensed Software and if the
         nonconformity is reported in writing by Licensee to Licensor within 30
         days from the effective date of this Agreement, Licensor will either
         remedy the nonconformity, or offer to refund any license fees paid by
         Licensee upon return of all copies of the Licensed Software and
         Documentation to Licensor. THE LICENSED SOFTWARE IS NOT DESIGNED,
         MANUFACTURED OR INTENDED FOR USE WITH ON-LINE CONTROL EQUIPMENT IN
         HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE (INCLUDING BUT
         NOT LIMITED TO EMERGENCY LIFE-SUPPORT SYSTEMS, HIGH SPEED TRAFFIC
         CONTROLLERS, OR NUCLEAR POWER PLANTS), IN WHICH FAILURE OF THE SOFTWARE
         COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
         ENVIRONMENTAL DAMAGE. THE LICENSED SOFTWARE IS ONLY COMPATIBLE WITH
         MICROSOFT WIRQOWS-95, WINDOWS-98, WNDOWS-NT, OR WNDOWS-2000 OPERATING
         SYSTEMS AND IS NOT WARRANTED FOR OTHER SYSTEMS.

C)       DISCLAIMER
         EXCEPT AS OTHERWISE RESTRICTED BY LAW, LICENSOR MAKES NO WARRANTY,
         REPRESENTATION OR PROMISE OF ANY KIND NOT EXPRESSLY SET FORTH IN THIS
         AGREEMENT. LICENSOR DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED
         WARRANTIES (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
         MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE). LICENSOR DOES
         NOT WARRANT THAT THE LICENSED SOFTWARE AND DOCUMENTATION ARE WITHOUT
         DEFECT OR ERROR OR THAT THE OPERATION OF THE SOFTWARE WILL BE
         UNINTERRUPTED.

D)       LIMITATION OF LIABILITY/DAMAGES AND INDEMNIFICATION
         EXCEPT AS OTHERWISE RESTRICTED BY LAW, LICENSORS AGGREGATE LIABILITY
         ARISING FROM OR RELATING TO LICENSEE'S USE OF THE LICENSED SOFTWARE,
         ASSOCIATED DOCUMENTATION OR ANY SERVICES PROVIDED BY LICENSOR AND/OR
         ITS AGENTS IS LIMITED TO THE TOTAL OF ALL PAYMENTS MADE BY OR FOR
         LICENSEE FOR THE SOFTWARE AND DOCUMENTATION. LICENSEE AGREES TO
         INDEMNIFY AND HOLD HARMLESS LICENSOR FROM ALL CLAIMS, LIABILITY,
         LOSSES, EXPENSES, FEES INCLUDING ATTORNEY FEES, COSTS, AND JUDGMENTS
         THAT MAY BE ASSERTED AGAINST LICENSEE THAT RESULT FROM THE USE OF THE
         LICENSED SOFTWARE AND DOCUMENTATION. LICENSOR SHALL NOT UNDER ANY
         CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL,
         INDIRECT, PUNITIVE, OR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT
         LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS
         OF BUSINESS INFORMATION, COSTS OF RE-CREATING LOST DATA, COST OF
         SUBSTITUTE EQUIPMENT OR SOFTWARE) ARISING OUT OF THE USE OR INABILITY
         TO USE THE SOFTWARE OR DOCUMENTATION EVEN IF LICENSOR HAS BEEN NOTIFIED
         OF THE POSSIBILITY OF A FAILURE.

E)       Licensee's Warranty to Commercialize Licensee warrants and represents
         that it shall use best efforts to commercialize the


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         Licensed Product within the Field of Use.

6.       TERMINATION
         This License is effective as stipulated in page 1, paragraph 2 of this
         Agreement, is perpetual and will remain in force unless terminated
         earlier, in accordance with the terms of this Agreement. Licensee may
         terminate this Agreement at any time by destroying the Licensed
         Software and Documentation, together with all copies and adaptations.
         This License shall also automatically terminate if Licensee is in
         breach of any of the terms or conditions. Licensee agrees to destroy
         the original and all adaptations or copies of the Licensed Software and
         Documentation upon termination of this License. Failure of Licensee to
         abide by provisions of the Agreement of Limited Partnership (which is
         being entered simultaneously herewith) shall be cause for Termination
         of this License.

7.       GOVERNING LAW
         Except as otherwise restricted by law, this License shall be governed
         by, and interpreted in accordance with, the laws of the State of
         Florida of the United States of America. The parties agree that any
         action relating to this License shall be instituted and prosecuted in
         the courts of competent jurisdiction of the State of Florida, and each
         party hereby consents to jurisdiction before the Florida courts.

8.       WAIVER
         No waiver of any right under this License shall be effective unless set
         forth in writing and signed by a duly authorized representative of the
         party to be bound. No waiver of any past or present right arising from
         any breach or failure to perform shall be deemed to be a waiver of any
         future right arising under this License. All rights, remedies,
         undertakings, obligations, and agreements contained herein shall be
         cumulative, and none of them shall be a limitation of any other remedy,
         right, undertaking, obligation or agreement provided by this Agreement
         or by law.

9.       SEVERABILITY
         If any provision in this License is invalid or unenforceable, that
         provision shall be construed, limited, modified or, if necessary,
         severed, to the extent necessary, to eliminate its invalidity or
         unenforceability, and the other provisions of this License shall remain
         in full force.

10.      ENTIRE AGREEMENT
         This License, together with any other written agreements that are
         entered into simultaneously herewith (including, for example, any
         Shareholder Agreement and/or Agreement of Limited Partnership agreement
         of even date herewith), set forth the entire understanding and License
         between Licensor and Licensee and may be amended only in a writing
         signed by both parties. No third party is authorized to amend this
         Agreement in any way.

11.       MARKING
          Licensee agrees to mark all copies and adaptations of the Licensed
          Product in such a manner as to conform with the marking laws and
          practice of the country of use (including, for example, by including
          where appropriate the following copyright notice: "Copyrighted [year]
          by LexSys Software Corporation-All Rights Reserved.")

12.       EXPORT CONTROLS
          It is understood that Licensor is subject to the United States laws
          and regulations controlling the export of technical data, computer
          software, laboratory prototypes and other commodities

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I
         (including the Arms Export Control Act, as amended, and the Export
         Administration Act of 1979), and that its obligations hereunder are
         contingent on compliance with applicable United States export laws and
         regulations (as now in existence or as may be enacted from time to
         time). The transfer of certain technical data and commodities may
         require a license from the controlling agency of the United States
         Government and/or written assurances by Licensee that Licensee shall
         not export data or communications to certain foreign countries without
         prior approval of such agency. Licensor neither represents that a
         license shall not be required nor that, if required, it shall be
         issued.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

WITNESS:                                     LEXSYS SOFTWARE CORP.

/s/ Lance Botzek                             By:/s/ Charles Bauman
----------------                               ---------------------
Witness                                          CEO Lexsys 2/7/02

Lance Botzek
------------
Print Name

/s/ Thomas Carracino
Witness

Thomas Carracino
------------
Print Name


                                             PARIS HEALTH SERVICES, LTD.

/s/ Lance Botzek                             By:/s/ Stephen Golding
----------------                               ---------------------
Witness                                          illegible
                                                President of the
Lance Botzek                                    General Partner
------------
Print Name

/s/ Thomas Carracino
Witness

Thomas Carracino
------------
Print Name



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