LEASE AGREEMENT

This Lease Agreement (Agreement) is made effective as of the 1st day of February
1999 by and between 4410 Montrose Partnership (Lessor) and Marine Shuttle
Operations Inc., a Nevada corporation (Lessee).

AGREEMENT

In consideration of the mutual agreements hereinafter set forth, the parties
agree as follows:

1.    Lease: The Lessor herewith leases to Lessee for the business use of the
      Lessee a furnished office of approximately 400-500 square feet at 4410
      Montrose Boulevard, Houston, Texas 77006.

2.    Rent: The Lessee shall pay to the Lessor a monthly rent of US$750,00
      payable in advance on the first business day of each month to the account
      as indicated by the Lessor to the Lessee.

3.    Term and Termination: The term of the Lessee shall commence on February
      1st 1999 and will continue until April 30th 1999 (the Term). At the end of
      the Term this Agreement shall remain in force on a month by month basis
      unless either the Lessor or Lessee given 30 days prior written notice of
      termination to the other. In addition the Lessor or Lessee may terminate
      this lease prior to the end of the Term by given 60 days prior written
      notice of termination to the other.

4.    Notice: All notices, requests, demands and other communications required
      or permitted hereunder must be in writing an deemed given and effective
      when personally delivered or sent by facsimile with confirmation of
      receipt or when deposited in the mail with postage prepaid to the party to
      which the same in directed at the following addresses (or at such other
      addresses as will be given in writing by the parties to one another):

To the Lessor:
                           --------------------------------
                           4410 Montrose Partnership
                           Houston, Texas 77006

      To the Lessee:       Marine Shuttle Operations Inc.
                           4410 Montrose boulevard
                           Houston, Texas, 77006

5.    Miscellaneous:

      a)    Assignments: The parties may not assign any rights or delegate any
            duties they have assumed hereunder without the prior written
            consents of the other party.


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            This Agreement is personal to the parties. The Lessee is not
            entitled to grant a sublease to any third party.

      b)    Governing Law and Choice of Forums: This Agreement will be governed
            by and construed in accordance with the internal laws of the State
            of Texas. The parties agree that any appropriate court located in
            Houston, Texas will have exclusive jurisdiction of any case or
            controversy arising under or in connection with this Agreement and
            will be a proper forum in which to adjudicate such case or
            controversy. The parties expressly consent to personal jurisdiction
            and venue in such courts.

      c)    Entice Agreement / Amendments: This Agreement embodies the entire
            agreement of the party's hereto relating to the subject matter
            hereof and supersedes all oral agreements. These Agreements may not
            be modified, amended, supplemented or terminated except by a written
            instrument executed by all parties hereto.

      d)    Severability: Each of the covenants and agreements herein above
            contained will be deemed separate, saveable and independent
            covenants. In the event that any covenant will be declared by any
            court of competent jurisdiction, such invalidity will not in any
            manner affect or impair the validity or enforceability of any other
            part of provision of such covenant or of any other covenant
            contained herein.

      e)    Captions and Section Headlines: Captions and section headings are
            for convenience only and are not a part of this Agreement and will
            not be used on construing it.

      f)    Fax Execution: This Agreement may be accented by delivery of
            executed signature pages by fax and such fax execution will be
            effective for all purposes.

EXECUTED AS OF: February 1999

                                        (Lessor)

                                        ----------------------------------------
                                        By:
                                        Title:

                                        (Lessee)

                                        ----------------------------------------
                                        By: Franz Eder
                                        Title: President


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