EXHIBIT 10.15
                                  -------------



       DISTRIBUTION AGREEMENT, DATED DECEMBER 1, 2002, BETWEEN THE COMPANY
                            AND MEDICAL DATA NETWORK

                             DISTRIBUTION AGREEMENT

     THIS DISTRIBUTION AGREEMENT  ("Agreement"),  effective as of the 1st day of
December,   2002,  is  entered  into  by  and  between  MEDSTRONG  INTERNATIONAL
CORPORATION ("MIC"), a Delaware  corporation,  with its principal office located
at 500 Silver Spur Road, Rancho Palos Verdes, California 90274, and MEDICAL DATA
NETWORK  ("Distributor"),  a  Florida  corporation,  with its  principal  office
located at 2300 Corporate Boulevard, Suite 214, Boca Raton, Florida 33431.


                                   WITNESSETH:
                                   -----------

     WHEREAS,  MIC is a member-based  provider of healthcare related services to
consumers;

     WHEREAS,  among the services  provided by MIC is a membership  program that
allows  individuals  to store  and  update  their  medical  records  online  for
confidential and immediate future access (the "MIC Program");

     WHEREAS,  Distributor  desires to make available to its customers a private
label program that will allow its members to access the MIC Program; and

     WHEREAS, MIC desires to work with Distributor to create and administer such
a private label program;

     NOW, THEREFORE,  for good and valuable  consideration,  receipt of which is
hereby acknowledged, the parties hereto agree as follows:


     1.   THE PRIVATE LABEL PROGRAM:
          -------------------------

     MIC will work with  Distributor  to create a  private  label  program  (the
     "PLP") pursuant to which PLP members will have access to the MIC Program so
     that they can store and update their individual  medical records online for
     confidential and immediate access.


     2.   DUTIES OF DISTRIBUTOR:
          ---------------------

     (a)  Distributor  will  be  solely  responsible  for  the  development  and
          maintenance of any website through which Distributor advertises and/or
          markets the PLP.


                                       76
<PAGE>
     (b)  Distributor will be solely responsible for the design,  production and
          distribution of any advertising or other marketing  materials  related
          to the PLP.

     (c)  Distributor will make no representation or warranty  regarding the MIC
          Program   including,   but  not  limited  to,  its   capabilities   or
          limitations,  unless MIC has either  (i) made such  representation  or
          warranty   to   Distributor   in   writing  or  (ii)   approved   such
          representation or warranty in writing.

     (d)  Distributor  will make no  reference  to MIC or use any trade  name or
          trademark owned by MIC, either electronically or in printed materials,
          without the prior written approval of MIC.

     (e)  Distributor  will  be  solely  responsible  for  registering  all  PLP
          memberships  (including  renewals)  and providing PLP members with any
          membership materials as distributor desires.

     (f)  Distributor will be solely responsible for soliciting  renewals of all
          PLP memberships.


     3.   DUTIES OF MIC:
          -------------

     (a)  MIC will be  solely  responsible  for  maintaining  the  hardware  and
          software   necessary  to  support  the  MIC  program  in  a  protected
          environment.

     (b)  MIC  will  make  all  upgrades  and  improvements  to the MIC  program
          available to  distributor  unless any such upgrade or  improvement  is
          being made  specifically  to  address  the  unique  requirements  of a
          particular MIC client.

     (c)  MIC shall provide distributor with such technical assistance as may be
          required,  in  MIC'S  sole  reasonable  judgment,  to  facilitate  the
          electronic interface between the systems of MIC and distributor.


     4.   PAYMENT:
          -------

     (a)  For each new plp membership sold,  distributor will pay MIC the sum of
          one dollar and fifty cents ($1.50).

     (b)  For  each  plp  membership  renewed,   distributor  will  pay  MIC  in
          accordance with the following schedule:

                                       77
<PAGE>


          (i)  For each of the first 100,000 plp memberships  renewed in a given
               year, distributor will pay MIC the sum of five dollars ($5.00);

          (ii) For each of the second 100,000 plp memberships renewed in a given
               year,  distributor will pay MIC the sum of three dollars ($3.00);
               and

          (iii)For each  plp  membership  renewed  in a given  year  thereafter,
               distributor will pay MIC the sum of two dollars ($2.00).

     (c)  For all PLP  memberships  sold or renewed in a given  calendar  month,
          payment for such  memberships  and  renewals  shall be made to MIC not
          later  than the  fifteenth  (15th) day of the  immediately  succeeding
          month.  It is  understood  and  agreed by both  parties  that all such
          payments shall be made net of cancellations.

     (d)  MIC has agreed to pay  Distributor a commission on all PLP memberships
          sold or renewed  during a calendar year  provided that certain  volume
          levels are achieved.  If, for any given  calendar year, the net amount
          paid to MIC by Distributor for PLP membership  sales and renewals (the
          "Net Payment") is at least  $1,000,000 but less than  $3,000,000,  MIC
          will pay Distributor a commission  equal to two percent (2.0%) of such
          Net Payment.  If such Net Payment is at least $3,000,000 but less than
          $5,000,000,  MIC will pay  Distributor  a commission  equal to two and
          one-half  percent  (2.5%)  of such Net  Payment.  If such Net  Payment
          equals or exceeds  $5,000,000,  MIC will pay  Distributor a commission
          equal to five  percent  (5.0%)  of such Net  Payment.  Any  commission
          payment earned with respect to a particular calendar year will be paid
          to Distributor not later than March 1st of the immediately  succeeding
          year.

     (e)  MIC  understands  that,  from time to time,  Distributor may desire to
          offer  free trial PLP  memberships  for a period of time not to exceed
          three (3) months.  MIC agrees to consider  all requests for such trial
          memberships  in good faith.  No such trial  membership  may be offered
          unless agreed to in writing by both parties.


     5.   SALES TERRITORY; EXCLUSIVITY:
          ----------------------------

     (a)  Distributor  shall  have the right to offer PLP  memberships  for sale
          throughout  the United States.  Except as set forth below,  this right
          shall not limit the  ability of MIC to offer the MIC  Program for sale
          to   individuals   directly   or  through   other   distributors   and
          representatives. Additional territories to be mutually agreed.

     (b)  Notwithstanding  paragraph (a) above,  MIC  acknowledges  that primary
          care physicians constitute  Distributor's target market. From the date
          of this Agreement through and including  December 31, 2003, MIC agrees
          that  (i) it shall  not  offer  any  product  competitive  with PLP to
          primary  care  physicians  at  a  price  less  than  that  charged  by
          Distributor  for a PLP  membership,  and (ii) it shall not provide its

                                       78
<PAGE>
          products to any other  distributor  or  representative  that  directly
          solicits primary care physicians.  For each succeeding  calendar year,
          the  exclusivity  granted by this  paragraph (b) shall remain in force
          and  effect if and only if  Distributor  has  produced  the  following
          volume  of  sales  and/or  renewals  (net  of  cancellations)  for the
          immediately preceding calendar year:
<TABLE>
<CAPTION>
<S>                                                   <C>
          (i)   Exclusivity in the second year:       75,000 memberships in the first year
          (ii)  Exclusivity in the third year:       180,000 memberships in the second year
          (iii) Exclusivity in all subsequent years: 350,000 memberships in prior year
</TABLE>
     6.   COVENANTS NOT TO COMPETE:
          ------------------------

     (a)  MIC will not directly solicit PLP members'  customer lists and data is
          property of Distributor.

     (b)  During  the term of this  Agreement,  and for a period of one (1) year
          thereafter,  neither party shall directly  solicit or hire any current
          or past employee contractor of the other with an offer of employment.


     7.   TERM AND TERMINATION:
          --------------------

     (a)  The initial term  ("Initial  Term") of this  Agreement  shall run from
          December 1, 2002 through December 1, 2005. Unless otherwise terminated
          pursuant to the terms hereof, this Agreement shall automatically renew
          for additional one-year periods.

     (b)  This agreement may be terminated  with one  hundred-twenty  (120) days
          written notice as follows:

          (i)  by mutual written agreement of the parties;

          (ii) If a party commits a material breach of this Agreement,  and such
               breach is not cured for a period of 30 days after written  notice
               is given to the  breaching  party  specifying  the  nature of the
               breach and requesting that it be cured within the thirty (30) day
               period to the satisfaction of the non-breaching party;

          (iii)In the event any party files bankruptcy,  becomes insolvent,  has
               a receiver of its assets appointed, make a general assignment for
               the benefit of  creditors,  or has any  procedure  commenced  for
               reorganization of its affairs.

     (c)  Upon  termination of this Agreement by either party,  all  obligations
          hereunder shall cease, except as follows:


                                       79
<PAGE>
          (i)  MIC will provide the services contracted for hereunder until such
               time as all PLP memberships then in existence expire; and

          (ii) Each party shall be entitled to receive any and all  compensation
               that became due the party prior to such termination.


     8.   SOFTWARE:
          --------

     (a)  MIC  acknowledges  that its  inability  to  support  plp would have an
          adverse effect on distributor's business. therefore, MIC hereby grants
          distributor a  non-transferable  and non-exclusive  license to possess
          and use the  software  necessary  to  support  the  MIC  program  (the
          "software")  in  strict   accordance  with  the  following  terms  and
          conditions:

          (i)  MIC must have  committed  a  termination  event as  described  in
               section 7(c)(ii) or (iii) above;
          (ii) MIC must have failed to provide  distributor with support for the
               plp as contracted for hereunder for a period of not less that ten
               (10) consecutive business days; and
          (iii)The  failure of MIC to provide the  support  described  in clause
               (ii) above must result from a cause other than force majeure.
          (iv) Distributor to provide, at no charge,  back-up server hosting for
               MIC.

          Distributor  shall  not sell,  lease,  assign,  transfer,  sublicense,
          modify, translate, duplicate, reproduce, copy or otherwise disseminate
          all or any  portion of the  software,  or any  information  pertaining
          thereto,  to any other party without the prior written consent of MIC.
          Any use and/or  dissemination of the software not expressly  permitted
          hereunder shall  constitute a breach of this agreement and distributor
          shall be subject to any and all legal remedies available to MIC.

     (b)  In the event  that  this  agreement  shall  terminate  for any  reason
          whatsoever,  distributor  shall be entitled  to purchase a  permanent,
          non-transferable,   non-exclusive  license  to  possess  and  use  the
          software  for its  own  business  purposes  in  consideration  for the
          following payments to MIC:


                                       80
<PAGE>
          (i)  Annual payments of fifty thousand dollars  ($50,000) for a period
               of four (4) years;  such  payments to be made within  thirty (30)
               days of the effective date of such termination; and

     (c)  For so long a distributor  shall have a license to use and possess the
          software, distributor shall have the right to make such modifications,
          upgrades and other  improvements  to the software in its possession as
          distributor  shall  desire at its sole cost and  expense.  distributor
          shall make such  modifications,  upgrades and other  improvements,  if
          any,  available  to mic for its general use at no  additional  cost or
          expense to MIC.


     9.   ACQUISITION OF EQUITY INTEREST:
          ------------------------------

          Distributor's  interest  in  acquiring  equity  interest  in MIC to be
          negotiated at a future date.


     10.  MIC WARRANTS:
          ------------

          At the time of its  initial  offering,  MIC sold  shares of its common
          stock with certain warrants attached (the "Warrants"). MIC can require
          that these  Warrants be  exercised  upon the  satisfaction  of certain
          conditions and such exercise will generate  additional equity for MIC.
          As an  additional  inducement  for  Distributor  to  enter  into  this
          Agreement  and to assist  Distributor  in  recovering a portion of its
          start-up  costs,  MIC agrees to pay Distributor the sum of Two Hundred
          Fifty  Thousand  Dollars  ($250,000)  in the  event the  Warrants  are
          exercised  at any time  during  the first 270 days of the term of this
          Agreement.  If the Warrants are  exercised at any time during the term
          of this Agreement after the first 270 days have elapsed, MIC shall pay
          Distributor the sum of One Hundred Thousand Dollars ($100,000). If (i)
          the Warrants are never exercised or (ii) this Agreement has terminated
          prior to any such  exercise,  MIC shall make no additional  payment to
          Distributor pursuant to this Section 10.


     11.  INDEMNIFICATION:
          ---------------

          Distributor  agrees to indemnify  and hold harmless MIC, its officers,
          employees, affiliates and agents, from any and all claims, lawsuits or
          damages,  (including  any  punitive or extra  contractual  damages) or
          other  liabilities  resulting from (i) any breach of this Agreement by
          Distributor,  or (ii)  any  willful  misconduct  or  gross  negligence
          attributable to the acts or omissions of Distributor,  its affiliates,
          or any of its officers, employees or representatives.



                                       81
<PAGE>

     MIC  agrees to  indemnify  and hold  harmless  Distributor,  its  officers,
employees,  affiliates,  and agents from any and all claims,  lawsuits,  damages
(including  any  punitive or extra  contractual  damages)  or other  liabilities
resulting  from (i) any breach of this  Agreement  by MIC,  or (ii) any  willful
misconduct or gross negligence attributable to the acts or omissions of MIC, its
affiliates, or any of its officers, employees or representatives.


     12.  INFORMATION AND REPORTS:
          -----------------------

     (a)  Each  payment  made to MIC  pursuant  to  Section  4  hereof  shall be
          accompanied  by  a  report  prepared  by  Distributor,   in  a  format
          reasonably acceptable to MIC, containing such information as MIC shall
          reasonably  request  with  respect  to the  sale  and  renewal  of PLP
          memberships for the corresponding month.


     (b)  Each payment made to Distributor pursuant to Section 4(d) hereof shall
          be  accompanied  by a report  prepared  by MIC,  in a format  mutually
          agreed by both parties,  containing  such  information  as Distributor
          shall reasonably request with respect to earned commission.



     13.  NOTICES:
          -------

          Any and all notices required to be given under this Agreement or which
          either of the parties may desire to give shall be in writing and shall
          be served by (i) registered or certified mail, postage prepaid, return
          receipt  requested,  or (ii) any recognized  national or international
          overnight delivery service to the addresses first set forth below.


Medstrong International Corporation          Medical Data Network
500 Silver Spur Road                         2300 Corporate Boulevard, Suite 214
Rancho Palos Verdes, California 90274        Boca Raton, Florida  33431
Attention:  Jerry R. Farrar                  Attention:  Stuart Graff


     14.  ASSIGNMENT:
          -----------

          This  Agreement  shall not be  assignable  by either party without the
          express written  consent of the other party,  which consent may denied
          at the sole discretion of such other party.


                                       82
<PAGE>

     15.  GOVERNING LAW:
          -------------

          The laws of the State of California  shall govern this Agreement.  The
          section  headings are for purposes of convenience  only, and shall not
          be deemed to  constitute  a part of this  Agreement  or to affect  the
          meaning of this Agreement in any way.


          IN WITNESS WHEREOF, the duly authorized representatives of the parties
hereto have executed this Agreement, effective as of the date first set forth
above.


MEDSTRONG INTERNATIONAL CORPORATION


By:
   -------------------------------------


Name:
     -----------------------------------


Title:
      ----------------------------------




MEDICAL DATA NETWORK


By:
   -------------------------------------


Name:
     -----------------------------------


Title:
      ----------------------------------


                                       83
<PAGE>


                                   ADDENDUM A

1.        Title of the agreement is modified to read:

          WHOLESALE PRIVATE LABEL AGREEMENT

2.        In the first  Paragraph,  the phase "THIS  DISTRIBUTION  AGREEMENT" is
          replaced with:

          THIS WHOLESALE PRIVATE LABEL AGREEMENT

3.        Section 1 is appended as follows:

          Distributor  is utilizing  MIC's system on a wholesale,  private label
          basis.  Distributor  is not  acting  as an  agent  on  behalf  of MIC.
          Distributor's  Customers shall remain the sole property of Distributor
          under all circumstances. No solicitations,  marketing material, or any
          other use of Distributor's  customer base or customer list may be done
          under  any  circumstances   without  express  written   permission  of
          Distributor.

4.        In Section  7(b),  it is understood  that items (i),  (ii),  (iii) are
          separated by "OR" and that any one of the  conditions is sufficient to
          satisfy 7(b).

5.        Item 8.(a)(iv) is removed.


6.        All  references  to  Medical  Data  Network  are  changed  to MD  Data
          Networks, LLC.





                                       84
<PAGE>


                                    AMENDMENT



This  document  constitutes  an Amendment to the  Distribution  Agreement  dated
December 1, 2002 by and between MedStrong International  Corporation ("MIC") and
MD Data Networks LLC ("Distributor").

The title of the December 1, 2002  Distribution  Agreement is hereby modified to
read: Wholesale License Agreement.

In the first  paragraph,  the phrase  "THIS  DISTRIBUTION  AGREEMENT"  is hereby
replaced with "THIS WHOLESALE LICENSE AGREEMENT".  Distributor shall hereinafter
be known as Licensee.

Section 1 is appended  as  follows:  Licensee  is  utilizing  MIC's  system on a
license basis.  Licensee is not acting as an agent on behalf of MIC.  Licensee's
customers  shall  remain  the  sole  property  of  Licensee.  No  solicitations,
marketing  material,  or any other use of  Licensee's  customer base or customer
list may be done under any circumstances  without the express written consent of
Licensee

Section 4, PAYMENT, is appended as follows:  The price to be paid by Licensee to
MIC is  modified  in Section  4a, b (i) (ii) (iii) to be one dollar  ($1.00) for
each plan sold new, and one dollar ($1.00) for each renewal plan sold.

Section 4 (d), Volume Commission, shall hereby be made null and void.

Software enhancements:

          Any  improvements to the software systems will be disclosed to MIC and
MIC  can  choose  to  use  or  not to use  said  enhancements  under  a  license
arrangement from Licensee.  Such license  agreement granted by Licensee will not
be unreasonably withheld, and not unreasonably priced to MedStrong.  The use and
price to be mutually agreed upon by MIC and Licensee.



                                       85
<PAGE>


Licensee can choose to host and/or back up MIC's servers at their own expense.

MedStrong International Corporation

By:
   ------------------------------------
         Jerry R. Farrar, President/CEO

Date:
   ------------------------------------


MD Data Networks, LLC

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------

Date:
   ------------------------------------

                                       86