Exhibit 10.1

Dated: April 24, 2003

Exhibit 10.1- License Agreement dated April 6th, 2003

LICENSE AGREEMENT
DATED FOR REFERENCE THE 6th DAY OF April, 2003

BETWEEN

NATIONSRX, INC.
Suite 114-201
23905 Clinton Keith Road
Wildomar, California 92595
(Hereinafter referred to as "NationsRx" or "Licensor")

OF THE FIRST PART,

AND:
ECLIPSE ENTERTAINMENT GROUP, INC.
10520 Venice Boulevard,
Culver City, California, 90232
(hereinafter referred to as "Eclipse" or "Licensee")

OF THE SECOND PART,

RECITALS

A.  Licensor has  developed a business and  business  model  comprised of unique
technology,  business plans, economic models, systems, licenses,  patents, trade
secrets,  trademarks,  service marks, know-how and processes  (collectively "the
Business" or the "Business Model" and/or the "proprietary  information") for the
provision of pharmacy benefits management  services.  The Business is as set out
in Schedule A

B.  Licensee  desires to obtain an exclusive  license to establish  the Business
worldwide,  in all markets,  utilizing Licensor's Business model and proprietary
information and acknowledges that use of such Business model and its proprietary
information are subject to controls and restrictions established by Licensor for
the purpose of  maintaining a high level of uniform  quality and goodwill in the
operation of the Business.

In consideration  of the mutual  covenants set forth herein,  the parties hereby
agree to the following terms and conditions
<PAGE>
ARTICLE ONE

DEFINITIONS

As used in this  Agreement,  the following  terms have the  definition set forth
below:

1.1  "Effective  Date" means the date on which this License  Agreement  has been
executed by the latter of the parties to do so.

1.2 "Gross Sales" means the total of all sales transacted at, through or through
the use of the Business model,  whether such sales are evidenced by check, cash,
credit, exchange of otherwise, exclusive of sales tax or other change imposed on
sales by any government  authority.  "Gross Sales" also includes all payments to
Licensee from Sub-Licensees from revenues generated at, through,  or through the
use of the Business model.

1.3 "Net Revenue"  shall be Gross Sales less all reasonable  expenses  permitted
according to generally accepted accounting principles, consistently applied.

1.3 "Information  Package" means the written technical  information  prepared by
the Licensor, including business plans, executive summaries, operating plans and
other materials, which set forth the details of the Business model.

1.4  "Territory"  means  the  geographic  area  consisting  of the  world  on an
exclusive basis.

1.5 "Trademarks" means those, trademarks,  copyrights, service marks and patents
set forth in the Information Package.

1.6 "Payments"  means payments  between  Licensor and Licensee as stated in this
License Agreement and shall be made in the form of U.S. Dollars.

1.7 "Sub Licensees" means persons and entities who sub-license any or all of the
rights licensed to Licensee by Licensor under this Agreement.

1.8  "Preferred  Shares" or "Class A  Convertible  Preferred  Shares"  means the
Preferred shares of the Company as further described in Schedule C.

ARTICLE TWO

GRANT OF EXCLUSIVE LICENSE

2.1  Licensor  grants to  Licensee a license to engage in,  sublicense,  use and
operate the  Business and or the Business  model in the  Territory,  all as more
specifically  defined in Schedule B (herein  the  "Licensee's  Market")  and the
right to grant Sub-Licenses in connection with engaging in, sublicensing,  using
and operating the Business and or the Business  model upon the terms and subject
to the  provisions  of this  Agreement.  The grant of the above license shall be
exclusive in the Territory for the Licensee's Market.

2.2  Licensor  grants  to  Licensee  a  license  to use and  display  Licensor's
Trademarks in the  Territory in connection  with the Business and with regard to
the  Sub-Licenses  granted  by  Licensee,  upon the  terms  and  subject  to the
provisions of this Agreement.

2.3 Licensee  shall have the right but not the  obligation  to use the trademark
"NationsRx,  Inc."  or  "NationsRx"  in its  advertisements,  in  its  Corporate
name(s),  in its  daily  operations,  as part of its  product  descriptions  and
specifically  represent  and refer to itself as the  exclusive  licensee for the
Territory for the Business and Business model
<PAGE>
ARTICLE THREE

SITE LOCATION AND EXCLUSIVE TERRITORY

3.1  The  Business  shall  be  located  in the  Territory  at  locations  ("Site
Locations") to be selected by Licensee (or Sub-Licensees).

3.2  Subject to the terms of this  Agreement,  Licensor  shall not  directly  or
indirectly engage in, use or operate the Business, or license or allow others to
directly  or  indirectly  engage  in, use or operate  the  Business,  within the
exclusive Territory, in the Licensee's Market, during the term hereof.

ARTICLE FOUR

TRADEMARKS

4.1  Licensee  has no right,  title or interest in or to any of the  Trademarks,
except for  Licensee's  privilege and license  during the term hereof to display
and use the same. Licensee shall not do or permit any act or thing to be done in
derogation of any of the rights of Licensor in connection  with the  Trademarks,
whether  during  the term of this  Agreement  or after.  Licensee  shall use the
Trademarks  only for the uses and in the manner  licensed  under and as provided
in, this Agreement.  During or after the term of this Agreement,  Licensee shall
not in any way dispute or impugn the validity of the  Trademarks,  or the rights
of Licensor to them, or the rights of Licensor or other licensees of Licensor to
use them.

4.2 Licensee may utilize and physically affix signs containing the Trademarks at
such places within or without the Business.

4.3 Licensee  agrees  promptly to notify  Licensor and Licensor agrees to notify
Licensee,  in writing,  of the institution of any suit or action or any claim of
infringement  against Licensee or Licensor for infringement  based on use of the
Trademarks and proprietary information.

ARTICLE FIVE

TRAINING

5.0  Licensee  shall  have the  exclusive  obligation  and  right  to train  and
otherwise  educate all  Sub-Licensees  throughout the Territory.  Licensee shall
have the right to charge Sub-Licensees for said training and education.

5.1 Licensor will provide an initial training program for up to 3 individuals to
be designated by Licensee,  at a time and place to be designated by Licensor, so
that they will be  trained  in the  complete  operation  and  management  of the
Business.  These individuals must sign a confidentiality  agreement  approved by
Licensor.  This training  program shall provide basic guidance on all aspects of
Business  implementation  and  operation.  Should the principals of the Licensor
become employees or independent consultants to the Licensee this condition could
be waived.

5.2 At  Licensee's  expense  during the initial  start up period for the initial
Business start up in the Territory,  the Licensor shall provide, if requested by
Licensee, a qualified representative to train and/or operate the Business at the
corporate headquarters of Licensee or at site locations as deemed appropriate by
Licensor and Licensee. Should the principals of the Licensor become employees or
independent consultants to the Licensee this condition could be waived.

5.3 The cost of the initial training program  instruction and assistance  except
for personal meals, travel,  lodging, and other personal expenses of individuals
receiving training shall be paid by the Licensor.

5.4 Should Licensee request additional  assistance at site locations at any time
during the term of this Agreement following  start-up,  Licensor shall provide a
qualified representative at such times and places as may be reasonable necessary
and mutually  convenient.  Licensee shall pay all reasonable  personal expenses,
plus $300.00 per day for each such representative.  Should the principals of the
Licensor  become  employees or  independent  consultants  to the  Licensee  this
condition could be waived.
<PAGE>
5.5 Licensor shall have the right from time to time to request  Licensee  and/or
its manager to attend and  complete  additional  training  courses or  programs.
Licensee  shall bear the cost of all expenses of such  trainees.  Licensor shall
determine  the time and place of such  training in its sole  discretion,  except
that Licensee shall have the option to have training at Licensee's  headquarters
at Licensee's expense. Should the principals of the Licensor become employees or
independent consultants to the Licensee this condition could be waived.

5.6  Licensor  shall make itself  available at its office for  consultation  and
guidance of Licensee in the operation and management of the Business. Should the
principals of the Licensor  become  employees or independent  consultants to the
Licensee this condition could be waived.

5.7  Each  party  shall  be  responsible  for  obtaining  all  visas  and  other
immigration or travel documents  required for their respective  personnel in the
provision of training and assistance to License pursuant to this Article 5.

ARTICLE SIX

ADVERTISING

6.1 Licensee shall be  responsible  for it's own  advertising  program and shall
bear  the cost of same.  In the  event  that in the  future  a  mutually  agreed
advertising program is established a separate agreement will be executed.

6.2 Licensee shall be responsible for providing the proper on site  advertising.
This advertising  shall include but not be limited to promotional  personnel (at
Licensee's discretion to maximize sales), collateral material and brochures.

6.3  Licensee  shall have the  exclusive  right to  initiate  and  maintain  all
advertising relating to its license in all areas of the Territory.

6.4 Licensor shall furnish to Licensee all advertising and promotional materials
or artwork  used by  Licensor  in its  advertising  at the best  price  Licensor
charges to others for such materials. Further, Licensee and Sub licensee's shall
have the express right to use for their  advertising  at the best price Licensor
charges  to  others  for  such  materials  all  of  the  Licensor's  copyrighted
materials,  promotional materials,  patents, any brochures,  signage, decals and
the like materials. Licensor shall immediately make all said materials available
to the  Licensee  upon the  execution  of this  Agreement  and upon any  change,
modification or addition to materials,  including all of the above listed items.
Existing  artwork,  brochures,  collateral  and  promotional  material  in small
quantities  (less than 25 each) will be provided free of charge.  On orders over
25, a best price  shall be given.  Licensor at its sole  discretion,  shall make
available to Licensee  when  possible,  camera  ready  artwork,  copy,  film and
negatives.

6.5  Licensee  shall  have  the  right  to  charge   Sub-Licensees   a  fee  for
Advertisement.

ARTICLE SEVEN

GENERAL RESPONSIBILITIES OF LICENSEE

7.1 Licensee shall  purchase and, at all times during the term hereof,  maintain
policies of insurance  with such minimum  standards,  coverages,  and limits (or
such  additional  limits or types of coverage) as Licensee and Licensor may from
time to time  agree is  appropriate  to the  risks  ensuing  from the  Licensees
operation of the Business.

7.2 If Licensee has leased the  premises  for the License  Units the lease shall
not grant to the landlord under the lease any rights against Licensor, nor agree
to any other term, condition or covenant that is inconsistent with any provision
of this  Agreement.  Licensee  shall duly and timely  perform  all of the terms,
conditions, covenants and obligations imposed under the lease.

7.3 Licensee shall prepare and file all necessary tax returns, and shall pay any
and all local, state/provincial and federal/national sales and use taxes imposed
or incurred,  or levied or assessed by any governmental body, in connection with
any part of this  Agreement,  promptly,  in  full,  when  due,  and  before  any
delinquency.
<PAGE>
7.4  Licensee  shall  not,  during  the term  hereof and for a period of 2 years
following termination of this Agreement, engage in any business which offers any
products  or  services  which are  competitive  with the  Business,  either as a
proprietor,  partner,  investor,   shareholder,   director,  officer,  employee,
principal, agent, advisor or consultant.

7.5  Licensor  may from time to time  suggest  prices for the goods and services
offered by Licensee.  Licensee and Licensor  agree that the prices  suggested by
Licensor are  recommendations  only and are not mandatory.  Nothing contained in
this Agreement shall be deemed a representation or warranty by Licensor that the
use of Licensee's suggested prices shall produce, increase or optimize profits.

7.6 Except as provided  in Section  8.18 and  Article 13 below,  Licensee  shall
protect,  defend  and  indemnify  Licensor,  its  subsidiaries,  affiliates  and
designees,  and shall hold them  harmless,  from and  against any and all costs,
expenses  (including  attorney's  fees and court  costs),  losses,  liabilities,
damages,  claims and demands of every kind or nature,  arising in any way out of
Licensee's operation of the Business.

7.7 Licensee agrees to use all  commercially  reasonable  efforts to promote the
distribution, sale, and use of the Business.

GENERAL RESPONSIBILITIES OF LICENSOR:

7.8 Licensor shall provide the Licensee with all applicable  specifications  and
information required to operate the Business as intended.

7.9 Licensor  shall be  responsible  for  furnishing  the the Business  with the
proper information and assistance for the Licensees operation of the Business.

7.10 Licensor agrees to use all commercially  reasonable  efforts to promote the
operation and use of the Business through Licensee.

7.11  Licensor  agrees to provide  Licensee  with all  marketing and sales leads
related to the Business,  which they generate,  and to fairly devote its efforts
to making Licensee a successful venture.

7.12  Licensor  agrees to assist  Licensee in  arranging  sufficient  management
assistance to pursue the marketing and distribution of the Businesses Products.

7.13 Licensor  agrees to transfer to Licensee all rights,  title and interest in
and to the  various  new  products  and  applications  related  to the  Business
currently being developed or subsequently developed by Licensor, at no cost.

7.14 Licensor shall protect,  defend and indemnify  Licensee,  its subsidiaries,
affiliates and designees, and shall hold them harmless, from and against any and
all  costs,  expenses  (including  attorney's  fees and  court  costs),  losses,
liabilities, damages, claims and demands of every kind or nature, arising in any
way out of the structure of the Business or Business model.

ARTICLE EIGHT

TERM AND RENEWAL

8.1  Unless  sooner  terminated  in  accordance  with  the  provisions  of  this
Agreement,  the term of this  Agreement  shall commence on the Effective Date of
this Agreement and shall terminate 10 years thereafter. If applicable law in the
Territory  requires  that  Licensor  give notice to Licensee with respect to the
expiration  of the initial  term,  this  Agreement  shall  remain in effect on a
year-to-year  basis after the  expiration of the initial term until Licensor has
given Licensee the notice required by applicable law.
<PAGE>
8.2 If Licensee has in all respects  complied with the  conditions  set forth in
this Article 9.2,  Licensee  shall have the right,  but not the  obligation,  to
enter into a Renewal  Agreement  for a term  commencing on the day which follows
the last day of the initial term and terminating 10 years  thereafter.  Licensee
shall be  entitled  to enter  into a Renewal  Agreement  only if, at the time of
Licensee's  exercise of its right to do so,  Licensee shall have fully performed
all of Licensee's  obligations  under this  Agreement and shall have received no
more than two verified and justified  notices of default  during any twelve (12)
month period during the initial term of this  Agreement.  If Licensor elects not
to renew the Agreement, notice shall be given six (6) months prior to expiration
of term.

8.3 Unless  otherwise  expressly  agreed in  writing,  the terms of the  Renewal
Agreement shall be identical to those of Licensor's then-current form of license
agreement generally offered by Licensor for the Business.

8.4 Licensee shall not be required to pay any initial  license fee upon entering
into a Renewal Agreement.

ARTICLE NINE

PAYMENTS TO LICENSOR FROM LICENSEE

9.1 As an initial license fee, on the Effective Date,  Licensee shall deliver to
Licensor a certificate  representing  1.5 million Class A Convertible  Preferred
shares  (having six to one voting rights and six to one  conversion  rights into
common  shares),  as further  described in Schedule C, of Eclipse  Entertainment
Group, Inc.

9.2 As a  continuing  license  fee  Licensee  shall also pay  Licensor a further
150,000 Class A Convertible  Preferred  shares, as further described in Schedule
C, for each $5 million in  cumulative  Net Revenue  derived by Licensee from the
use of the Business model by Licensee or its Sub Licensee's. Licensee shall also
pay Licensor as a continuing license fee, a sum equal to two percent (2%) of the
Net Revenue  derived by Licensee from the use of the Business  model by Licensee
or its Sub Licensee's, on an annual basis.

9.3 All payments  provided for in this Agreement  shall be made at Licensor's or
Licensee's  (as the  case may be)  principal  place of  business  in the  manner
agreed.  No later than 30 days  following  the end of each month during the term
hereof,  Licensee  shall,  concurrently  with its  submission to Licensor of the
daily  reports for such month  pursuant to Article 12, pay to Licensor  the full
amount of the royalty and license fees due to Licensor for such year.

9.4 If  Licensee is  delinquent  in the  payment of any  obligation,  under this
Agreement,  Licensee  shall  pay to  Licensor  a late  payment  fee of 2% plus a
percentage of the delinquent  amount,  calculated  daily commencing on the first
day that the payment is delinquent  and  terminating  on the day the  delinquent
amount is paid. Such percentage shall be eighteen (18%), on an annualized basis.
Notwithstanding the foregoing,  if the amount of the late payment fee is greater
than the amount  permitted by applicable  law, then such fee shall be reduced to
an amount equal to the maximum lawful fee, it being the intention of the parties
that such late payment fee shall in no event be greater  than that  permitted by
law.

9.5 All funds due and owing from royalties and/or License fees and other amounts
shall be paid in U.S.  Currency.  The funds paid to Licensor  shall be converted
into U.S.  Currency  on the first day of the month in which the payment is to be
paid, and all payments to be made in ACH or wire transfer  form,  unless another
method is requested by Licensor.
<PAGE>
ARTICLE TEN

RECORDS AND REPORTING

10.1 No later than 90 days after the  expiration  of each quarter of  Licensee's
fiscal year and 90 days after the  expiration  of each fiscal  year,  during the
term hereof,  Licensee shall furnish a full set of financial  statements in U.S.
Dollars for such  respective  quarter and fiscal year and a balance  sheet as of
the end of such  quarter  and fiscal  year  certified  to be true and correct by
Licensee.

ARTICLE ELEVEN

RELATIONSHIP OF PARTIES

11.1  Licensee is and shall be  considered an  independent  contractor  with the
entire control and direction of its business and operations, subject only to the
conditions and obligations established by this Agreement. No agency, employment,
or partnership is created by this Agreement. Licensee's business is separate and
apart from any that may be operated by Licensor. Neither party to this Agreement
shall make any representations tending to create apparent agency, employment, or
partnership.  Neither  party  will  have  authority  to act for the other in any
manner to create  obligations  or debts binding on the other,  and neither party
will be responsible  for any  obligations  or expenses  whatsoever of the other.
Neither Licensee nor any person  performing any duties or engaged in any work on
the premises at the request of Licensee  shall be deemed an employee or agent of
Licensor.

ARTICLE TWELVE

TRANSFER OF INTEREST

12.1 Licensor has the right to assign this Agreement,  and all of its rights and
privileges.  The  assignee  shall be  financially  responsible  and  capable  of
performing the  obligations  of Licensor;  and shall assume and agree to perform
all Licensor obligations under this Agreement.

12.2 With respect to Licensee's  obligations,  this Agreement is acknowledged to
be a personal one, being entered into in reliance upon and in  consideration  of
the  singular  skill,   character,   and  qualifications  of  Licensee  and  its
principals, and owners and the trust and confidence reposed therein by Licensor.
Therefore, Licensee may not effect an assignment,  voluntarily or involuntarily,
by  operation  of law or  otherwise,  in any manner,  without the prior  written
consent of Licensor.  Licensor may impose,  among other  things,  the  following
conditions precedent to its consent to an assignment:  (i) that the assignee (or
the principal officers, shareholders or directors of the assignee in the case of
a corporate  assignee)  has the skills,  qualifications  and economic  resources
necessary in Licensor's judgment,  reasonably exercised, to conduct the business
contemplated by this Agreement, and to fulfill the assignee's obligations to the
Licensor ; (ii) that as of the date of any such assignment,  Licensee shall have
fully complied with all of its  obligations  to Licensor  under this  Agreement;
(iii) that the assignee  assumes all of the  obligations  of Licensee  under all
leases for the Business,  and that Licensee shall not be in default with respect
to any of its obligations under said leases;  (iv) that assignee pay to Licensor
the sum of five  thousand  dollars  ($5,000) as a transfer  fee; (v) that in the
event of an assignment of this Agreement, Licensor shall require the assignee to
execute a new agreement in the form and on the terms and  conditions  then being
offered by Licensor to prospective licensees similarly situated, except that the
assignee  shall not be obligated to pay an initial  license fee. The term of the
new  agreement  shall expire on the date provided  herein for the  expiration of
this Agreement. The execution of the new License Agreement shall, except for the
post-term  obligations of Licensee under this Agreement,  be deemed to terminate
this Agreement; (vi) that the assignee, or a manager designated by the assignee,
shall have satisfactorily  completed at assignee's cost and expense, the initial
training  program then  required of all new  licensees of Licensor,  unless such
training is waived by Licensor, in writing.
<PAGE>
12.3 If the  Licensee  is not,  or at any time  ceases to be, a publicly  traded
company,  the transfer in the aggregate of more than fifty percent (50 %) of the
capital stock or voting power of Licensee if it is a corporation or of more than
a fifty  percent  (50%)  interest if it is a  partnership,  as such parties were
originally constituted at the time of the execution of this Agreement,  shall be
deemed to be an assignment of this Agreement within the meaning of this Article.

12.4 Licensee shall have no right to pledge, encumber,  hypothecate or otherwise
give any third party a security  interest in its rights under this  Agreement in
any manner whatsoever  without the prior written  permission of Licensor,  which
shall not be unreasonably withheld.

ARTICLE THIRTEEN

TERMINATION

13.1 Licensor may terminate this Agreement for the following defaults:

     (i) Except with  respect to  Licensee's  failure to pay any of the sums due
Licensor under this Agreement, or any related or ancillary agreement between the
parties,  and except as  expressly  provided  in this  Agreement,  Licensor  may
terminate  this  Agreement  upon a material  breach by Licensee of any  material
provision  of this  agreement,  but only upon 30 days  prior  written  notice to
Licensee,  setting forth the material  breach of which  Licensor  complains.  If
Licensee  cures such breach before the end of such period,  then Licensor  shall
have no right to terminate this Agreement because of such breach.  However,  if,
because of the nature of such  breach,  Licensee  is unable to cure such  breach
within such 30 day period,  Licensee shall be given such  additional  time as is
reasonably  necessary  within which to cure such  breach,  upon  condition  that
Licensee,  upon  receipt of such notice from  Licensor,  shall have  immediately
commenced  to cure such  breach  and shall  continue  to use  diligence  and all
reasonable commercial efforts to do so.

     (ii) With  respect to any breach by Licensee of its  obligation  to pay any
sums due under this  Agreement,  Licensor may terminate  this Agreement upon not
less than 30 days prior written  notice of such breach.  If Licensee  cures such
breach  before  the end of such  period,  then  Licensor  shall have no right to
terminate this Agreement because of such breach.

13.2  Licensor  shall have the right to  terminate  this  Agreement  immediately
without  prior  notice to  Licensee,  upon the  occurrence  of any or all of the
following  events,  each of which shall be deemed to be an  incurable  breach of
this Agreement which Licensee shall have no right or opportunity to cure.

     (i) If Licensee is  adjudicated  bankrupt or  judicially  determined  to be
insolvent  (subject to any contrary  provisions of any applicable laws),  admits
Licensee's  inability  to meet its  financial  obligations  when due, or makes a
disposition of all or a substantial  part of its assets to or for the benefit of
its creditors,  or if the Business premises are seized, taken over or foreclosed
by a government  official in the  exercise of such  official's  duties,  or by a
creditor,  lienholder or lessor, or if a judgment against Licensee in the amount
of more than $500,000.00  remains  unsatisfied (unless an appeal is filed) for a
period of more than 60 days.

     (ii) If Licensee is convicted of any felony,  or any crime  involving moral
turpitude or otherwise relevant to the operation of the Business;

     (iii) If Licensee purports to sell, assign, transfer, pledge,  hypothecate,
or encumber, in whole or in part, the Business in violation of the terms hereof.

     (v) If an audit or  investigation  conducted  by  Licensor  discloses  that
Licensee  has  fraudulently  understated  Gross  Sales  or  Net  Revenue  or has
fraudulently withheld the reporting of Gross Sales or Net Revenue.
<PAGE>
13.3 If any valid  applicable  law or  regulation  of a  governmental  authority
having  jurisdiction  over this  Agreement  and the Business  limits  Licensor's
rights of  termination  under this  Agreement or requires  longer notice periods
than those set forth above, this Agreement shall be deemed amended to conform to
the minimum notice periods or  restrictions  upon  termination  required by such
laws and regulations.  Licensor shall not, however, be precluded from contesting
the validity,  enforceability  or application of such laws or regulations in any
action,  arbitration,  gearing or dispute  relating to this  Agreement or to its
termination.

13.4 In the  event of  termination  of this  Agreement,  whether  by  reason  of
default,  lapse of time or other cause, Licensee shall forthwith discontinue the
use of the Trademarks, and shall not thereafter operate or do business under any
name or in any manner that might tend to give the general  public the impression
that Licensee is operating the Business and Licensee shall not  thereafter  use,
in any manner,  or for any purpose,  directly or  indirectly,  any of Licensor's
business models, trade secrets, procedures,  techniques or materials acquired by
Licensee by virtue of the relationship established by this Agreement, including,
without limitation to the foregoing:

     (i) any manuals, bulletins, instruction sheets and supplements thereto.

     (ii) any forms, advertising matter, marks, devices,  insignia,  slogans and
designs used from time in connection with the Business or its Product;

     (iii) any Trademarks,  or trade names and patents now or hereafter  applied
for or granted in connection  therewith,  and if Licensee fails or refuses to do
so, Licensor may execute,  in Licensee's name and on Licensee's  behalf, any and
all documents  necessary to cause the  discontinuance of Licensee's use of trade
names and Trade marks,  and/or any other related name used under this Agreement.
Licensee hereby irrevocably appoints Licensor as Licensee's  attorney-in-fact to
do so.

13.5 The termination of this Agreement shall be without  prejudice to the rights
of Licensor  against Licensee and Licensee against Licensor and such termination
shall not relieve  Licensor or Licensee of any of its  obligations to each other
or terminate those  obligations of Licensor or Licensee,  which by their nature,
survive the termination of this Agreement.

13.6 In the event  Licensor is  adjudicated  a bankrupt  under  Chapter 7 of the
United States Bankruptcy Code, Licensee shall have the right to all information,
licenses,  business models, software,  actual programs,  software provider names
and addresses and any other material whether copyrighted or patented, that might
assist the Licensee in the Business.

13.7 (a) Upon the expiration or termination  of this  Agreement,  Licensee shall
have no  further  right  to  offer  or  enter  into  any  additional  Sublicense
Agreements;  and Licensor may itself open, own or operate,  or license others to
open own or operate Tte Business in the Territory.

     (b) Upon the  expiration or  termination  of this Agreement for any reason,
Licensee  shall at  Licensee's  election,  assign to  Licensor  its  rights  and
interest in each and every  Sublicense  or at  Licensor's  election  assign such
Sublicenses to other Licensees of Licensor.
<PAGE>
ARTICLE FOURTEEN

DISPUTE SETTLEMENT

14.1 In the event of any  dispute or  difference  arising  out of or relating to
this  Agreement or the breach  thereof,  the parties hereto shall use their best
endeavors to settle such  disputes or  differences.  To this effect,  they shall
consult and negotiate with each other, in good faith and  understanding of their
mutual  interests,  to reach a just and equitable  solution  satisfactory to the
parties.  If they do not reach such solution within a reasonable period of time,
then the  disputes or  differences  shall be finally  settled by an  Arbitration
before  an  arbitration   panel  operating  in  accordance  with  the  Rules  of
Conciliation and Arbitration of the International Chamber of Commerce.

14.2 The  arbitration  panel  shall be formed of 3  (three)  arbitrators,  to be
appointed by proper  authority.  The arbitration  shall take place at Las Vegas,
Nevada.  The arbitrators  shall resolve any dispute or controversy in accordance
with the wording and spirit of this Agreement,  and, if there are no controlling
provisions, in accordance with the laws of Nevada.

14.3 The  arbitration  award  shall be final and  binding  on the  parties,  not
subject to any appeal,  and shall deal with the question of costs or arbitration
and all matters related thereto. The arbitration  proceedings shall be conducted
in English and the arbitration award shall be written in English.

14.4  Judgment  upon the award  rendered  may be entered  into any court  having
jurisdiction,  or  application  may  be  made  to  such  court  for  a  judicial
recognition of the award or an order of enforcement thereof, as the case may be.

ARTICLE FIFTEEN

FORCE MAJEURE

The  performance or observance by either party of any  obligations of such party
under this  Agreement  may be suspended by it, in whole or in part, in the event
of any of the following  which prevents such  performance or observance:  Act of
God, war, riot, fire, explosion,  flood, sabotage,  injunction,  compliance with
governmental laws, regulations,  orders or action, or any other cause beyond the
reasonable control of such party; provided, however, that the party so prevented
from  complying  with its  obligations  hereunder  shall  immediately  notify in
writing  the other  party  thereof and such party so  prevented  shall  exercise
diligence  in an endeavor to remove or overcome  the cause of such  inability to
comply.

ARTICLE SIXTEEN

CONFIDENTIALITY

16.1 Licensee shall hold in confidence any and all  information  disclosed to it
by Licensor concerning the Business, business and marketing plans or strategies,
operations and technical advice and any and all other information of a sensitive
business or technical  nature arising under this Agreement.  With respect to all
such  information,  Licensee  shall not disclose the same to others  without the
Licensor's  prior written consent and to limit  dissemination  of the same among
Licensee's  personnel to those persons having a need to know it for  performance
of duties under this Agreement. Licensee shall use such information only for the
purposes contemplated by this Agreement.

16.2 The foregoing obligation concerning  confidentiality and limitations on use
of  information  shall  apply  for a period  five (5)  years  after  the date of
expiration or termination of this Agreement  except insofar as such  information
is published or otherwise in the public  domain at the time it was  disclosed to
Licensee or thereafter becomes published or part of the public domain through no
fault of Licensee; or is obtained by Licensee in good faith without restrictions
on disclosure or use from a third person who did not derive it from Licensee.
<PAGE>
ARTICLE SEVENTEEN

INTEGRATION OF AGREEMENT: AMENDMENT

17.1 This Agreement  constitutes the entire  agreement  between the parties with
reference  to the subject  matter of this  Agreement  and  supersedes  all prior
negotiations,  understandings,  representations and agreements, if any. Licensee
acknowledges  that it is  entering  into this  Agreement  as a result of its own
independent  investigation  and  not  as a  result  of  any  representations  of
Licensor,  its agents,  officers or  employees,  not  contained  in any offering
circular, prospectus, disclosure document, or other similar document required or
permitted to be given to Licensee pursuant to applicable law.

17.2 This Agreement,  including but not limited to, this  provision,  may not be
amended orally,  but may be amended only by a written  instrument  signed by the
parties.

ARTICLE EIGHTEEN

MISCELLANEOUS

18.1 Any notice  required or permitted to be given under this Agreement shall be
in writing in the English language and may be hand delivered,  telexed,  cabled,
sent via  facsimile  or mailed by airmail  (return  receipt  requested,  postage
prepaid) and shall be deemed given when received.  Notices shall be addressed as
follows:

(a) Notices to Licensor: address first written above

(b) Notices to Licensee: address first written above

18.2 English  language shall be controlling for all purposes,.  and any language
translation shall not affect the meaning or interpretation of the Agreement.

18.3  This Agreement is executed in two originals, all in the English language.

18.4 The headings contained in the Agreement are for reference purposes only and
shall not affect the meaning or interpretation of the Agreement.

18.5 Either party's waiver of any breach, or failure to enforce any of the terms
and  conditions  of this  Agreement,  at any time,  shall not in any way affect,
limit or waive  such  party's  right  thereafter  to enforce  and compel  strict
compliance with every term and condition of the Agreement.

18.6 The  construction,  performance  and  completion of this Agreement is to be
governed by the laws of Nevada,  USA, without giving effect to the principals of
conflicts of law thereof.

18.7 Licensor  acknowledges that Licensee may be required by the laws applicable
in the Territory to disclose  and/or  register this Agreement with  governmental
authorities,  and consents to such disclosure,  provided however,  that Licensee
shall inform Licensee of all such required disclosures and/or registrations made
by Licensee.  All such  registrations,  shall,  unless  prohibited by local law,
identify Licensee as a Licensee of Licensor.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.

NATIONSRX, INC.


BY:
   -------------------------------
   DAVID RYKBOS, PRESIDENT AND CEO


ECLIPSE ENTERTAINMENT GROUP, INC.


BY:
    ------------------------------
    ART BIRZNECK,  PRESIDENT
<PAGE>
                                   SCHEDULE A

NationsRx,  incorporated in July 2002, is a pharmaceutical  healthcare  services
organization that provides a broad array of innovative  pharmacy benefit related
products and services to  healthcare  consumers,  client  organizations  (HEALTH
PLANS,  SELF-INSURED  EMPLOYERS,  UNIONS,  GOVERNMENT  AGENCIES AND  THIRD-PARTY
ADMINISTRATORS)  and  the  pharmaceutical  manufacturer  industry.  The  Company
combines  its  clinical  expertise,  integrated  data  management  platform  and
therapeutic fulfillment capabilities to serve the pharmacy related needs of each
of its customers and clients. The Company's core program includes the design and
management of customized  pharmacy  related  services  geared towards  assisting
clients and consumers  effectively  manage  escalating  prescription  drug costs
while optimizing clinical outcomes. The Company has also developed an innovative
sample medication  distribution  program  (SampleRx.com(TM))  that minimizes the
pharmaceutical  manufacturers' cost of entry into the traditional sample product
distribution  channel.  All of the  Company's  programs  are  designed  with the
objective  of enhancing  overall  clinical  outcomes  while  capturing  economic
efficiencies across the healthcare supply chain.

                                   SCHEDULE B

1)   The extent of the exclusive  license granted hereunder for the Territory is
     to market the Business as described in Schedule A on a exclusive  worldwide
     basis

                                   SCHEDULE C

CLASS A CONVERTIBLE PREFERRED STOCK

The Company is authorized to issue up to 25,000,000  shares of Preferred  Stock,
$0.001  par value per share (the  "Authorized  Preferred  Stock").  There are no
shares  of  the  Company's   Class  A  Convertible   Preferred  Stock  presently
outstanding.  However,  the Board of Directors has authorized the issuance of up
to  3,000,000  shares of Class A  Convertible  Preferred  Stock with  rights and
preferences described in the Articles of Incorporation as summarized herein.

With respect to the remaining shares of authorized but unissued Preferred Stock,
the Company's  Articles of  Incorporation,  provide that the Company's  Board of
Directors may determine,  in whole or in part, the preferences,  limitations and
relative  rights  (within  the limits set forth by Nevada  statute)  of: (I) any
class of shares  before the issuance of any shares of that class,  or (2) one or
more series  within a class  before the  issuance of any shares of that  series.
Each series of a class must be given a distinguishing designation. All shares of
a series must have preferences,  limitations, and relative rights identical with
those of other  shares  of the  same  Series,  except  to the  extent  otherwise
provided in the description of the series,  of those of other series of the same
class.

DIVIDENDS ON PREFERRED STOCK

Shares of Class A Convertible  Preferred  Stock shall not bear a dividend unless
declared by the Board.

In the event a holder of Class A Convertible  Preferred Stock converts his Class
A Convertible  Preferred  Stock shares to shares of the Company's  Common Stock,
all accrued but unpaid dividends shall be forfeited.

The Class A Convertible  Preferred Stock shall be treated  equivalently with the
common in all respects as to dividends and the pro ration thereof.

No series or class of the Company's  authorized Preferred Stock may be hereafter
issued  which by its terms ranks  senior or in parity as to dividends to or with
the Class A  Convertible  Preferred  Stock without the approval of holders of at
least fifty percent (50%) of the Class A Convertible Preferred Stock.
<PAGE>
LIQUIDATION RIGHTS

In case of the voluntary or involuntary  liquidation,  dissolution or winding-up
of the Company, holders of Shares of the Class A Convertible Preferred Stock are
entitled to receive a liquidation preference of $1.00 per share plus all accrued
but unpaid dividends,  before any payment or distribution is made to the holders
of Common Stock or any other series or class of the  Company's  stock  hereafter
issued which ranks junior as to  liquidation  rights to the Class A  Convertible
Preferred  Stock.  A  consolidation  or  merger  of  the  Company  with  another
corporation will be deemed to be a liquidation, dissolution or winding-up of the
Company  unless the Company is the surviving  corporation  and its  shareholders
immediately  prior to the  consolidation  or merger are the  holders of at least
fifty-one  percent  (51%) of the  voting  equity  of the  surviving  corporation
immediately after the consolidation or merger. A sale or transfer of all or part
of the  Company's  assets for cash,  securities  or other  property  will not be
considered a liquidation, dissolution or winding-up of the Company.

Holders  of shares  of any Class A  Convertible  Preferred  Stock  issued in the
future shall be entitled to receive a liquidation  preference of $1.00 per share
plus an amount equal to any accrued and unpaid dividends,  before any payment or
distribution is made to the holders of Common Stock or any other series or class
of the Company's  stock  hereafter  issued which ranks junior as to  liquidation
rights to the Class A Convertible  Preferred Stock. To the extent any payment or
distribution  is insufficient  to pay the entire  liquidation  preference on all
outstanding shares of Class A Convertible  Preferred Stock, the payment shall be
apportioned  pro rata  among the  holders of the Class A  Convertible  Preferred
Stock in  accordance  with the  purchase  price  paid by each  shareholder,  and
thereafter in accordance with any accrued and unpaid dividends, in proportion to
the amount thereof.

VOTING RIGHTS FOR PREFERRED STOCK

The  holders  of the Class A  Convertible  Preferred  Stock  shall  vote for the
election of  directors,  and shall have full voting  rights,  equivalent  to the
Common shares, on a six (6) Preferred share six (6) vote basis.

CONVERSION RIGHTS OF PREFERRED STOCK

The Company's Articles of Incorporation, as amended, provide that the holders of
the Class A Convertible  Preferred Stock will be entitled at any time to convert
their shares of Class A Convertible Preferred Stock into shares of the Company's
Common  Stock at the rate of six (6)  shares  of Class A  Convertible  Preferred
Stock for six (6)  shares of Common  Stock  until  redemption  (the  "Conversion
Ratio"). No fractional shares will be issued.

Conversion of the Class A Convertible  Preferred  Stock is voluntary on the part
of the holders thereof, and accordingly,  the Company reserves as a prerequisite
to allowing such conversion the right to furnish such information to and require
such  representations  from the  holders  seeking  conversion,  and impose  such
additional  conditions on the  conversion as may be authorized by the Company to
the extent such a delay is deemed by the Company to be necessary  or  convenient
to the  provisions of such  disclosure.  The Company  will,  in all  likelihood,
impose  conditions to assure the validity of an exemption under Regulation D for
the conversion of the Shares.

The  Conversion  Ratio  of the  Class A  Convertible  Preferred  Stock  shall be
adjusted in certain circumstances,  including the payment of a stock dividend on
shares of the  Common  Stock and  combinations  and  subdivisions  of the Common
Stock.

In the case of any share exchange, capital reorganization, consolidation, merger
or reclassification  whereby the Common Stock is converted into other securities
or property,  the Company will make appropriate provisions so that the holder of
each share of Class A Convertible Preferred Stock then outstanding will have the
right  thereafter to convert such share of Class A Convertible  Preferred  Stock
into the kind and amount of shares of stock and other  securities  and  property
receivable   upon  such   consolidation,   merger,   share   exchange,   capital
reorganization or reclassification by a holder of the number of shares of Common
<PAGE>
Stock into which such shares of Class A Convertible  Preferred  Stock might have
been convened  immediately prior to such consolidation,  merger, share exchange,
capital  reorganization or  reclassification.  If the shares of Common Stock are
subdivided  or  combined  into a greater or  smaller  number of shares of Common
Stock,  or if a dividend is paid on the Common Stock in shares of Common  Stock,
the Conversion Ratio shall be proportionately  reduced in case of subdivision of
shares or stock  dividend.  If the shares of Common  Stock are  combined  into a
smaller  number  of shares of Common  Stock the  Conversion  Ratio  shall not be
increased.  The kind and amount of Class A Convertible  Preferred Stock issuable
both before and after consolidation of the Common shares shall be the same.

The same  transfer  restrictions  imposed on the Class A  Convertible  Preferred
Stock shall be applicable to the Common Stock into which the Class A Convertible
Preferred Stock is converted,  although for purposes of Rule 144 as presently in
effect,  the holding period requirement may be met by adding together the period
in which the Class A Convertible Preferred Stock is held and the period in which
the  Common  Stock  into  which  the  Class A  Convertible  Preferred  Stock  is
converted, is held.