Ex. 10.3-8
                                  EXHIBIT 10.3
                   INTELLECTUAL PROPERTY LICENSE AGREEMENT

      This  Intellectual  Property License  Agreement (the  "Agreement") is made
effective  as of December 20, 2000 (the  "Effective  Date")  between  Petersen &
Fefer,  Attorneys at Law,  Chateau de Barbereche,  Switzerland  1783  Barbereche
("Licensor") and Win or Lose Acquisition  Corporation,  1268 Bayshore Boulevard,
Dunedin, Florida 33698 ("Licensee").

WHEREAS, the Licensor has developed the unique and novel concept,  structure and
disclosure  documentation  for a fully integrated  offering under the Securities
Act of 1933 for the stock of a blank check company; and

      WHEREAS,  the  Licensor  has  developed  protocols  for  the  sale  of the
securities  described in the disclosure  documentation and the implementation of
the associated business methods and plan of operations; and

      WHEREAS, the named partners of the Licensor have organized and capitalized
the Licensee for the primary  purpose of registering  its securities for sale to
the  public  in  conformity  with  the  disclosure  documentation,  selling  its
securities  to the  public  in  conformity  with  the  marketing  protocols  and
implementing  the  business  methods  and plan of  operations  described  in the
disclosure documentation; and

      WHEREAS,  the Licensor and Licensee wish to formalize their agreements and
understandings  with respect to the ownership of the intellectual  property that
will form the basis for the Licensee's proposed Form S-1 Registration  Statement
under the Securities Act of 1933 (the "Registration Statement");

      NOW,  THEREFORE,  In consideration of the mutual promises contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:


                                    Article I
                        Description of Licensed Materials

      The disclosure  documentation,  offering  protocols,  business methods and
plan of  operations  that are the  subject  of this  Agreement  shall  generally
consist of original works of authorship prepared by the Licensor,  which include
the following specific elements and are hereinafter referred to as the "Licensed
Materials:"

     1.   A complete draft of a Form S-1 Registration Statement under the
          Securities  Act of 1933 for a blank check company that proposes
          to conduct a fully integrated registered offering of securities
          pursuant to Securities  and Exchange  Commission  Rule 419 (the
          "Registration Statement");

     2.   A  complete  draft of the  prospectus  that forms a part of the
          Form  S-1  Registration   Statement   including  the  financial
          statements and subscription documents incorporated therein (the
          "Prospectus");

     3.   Complete drafts of any additional agreements or other documents
          that  are  required  to be filed  as  exhibits  to the Form S-1
          Registration Statement (the "Exhibits"); and

     4.   Any changes,  modifications  or amendments to the  Registration
          Statement,  Prospectus or Exhibits  arising from  pre-effective
          amendments  to  the  Registration   Statement  or  any  of  the
          documents included or incorporated therein.

      To the extent that  Licensor  now has or  hereafter  acquires any other or
additional  copyrights,  trademarks,  service  marks,  patent  rights  or  other
intellectual  property  rights  that  relate  to the  disclosure  documentation,
offering  protocols,  business  methods and plan of  operations  embodied in the
Licensed  Materials,  all such intellectual  property rights shall be subject to
the  terms of this  Agreement  with the same  force and  effect as if  expressly
identified herein.  Licensee  acknowledges that exclusive title to the copyright
associated  with the  authorship  of the Licensed  Materials,  together with any
other  or  additional   trademarks,   service  marks,  patent  rights  or  other
intellectual property rights that relate in any way to the Licensed Materials is
and shall remain vested with Licensor.  Licensee shall not have any right, title
or interest in the  Licensed  Materials  except as  expressly  set forth in this
Agreement.


                                   Article II
                                Grant of License

      Licensor  hereby  grants  Licensee a worldwide  non-exclusive;  perpetual,
royalty-free  license to use the Licensed  Materials for the purpose of creating
one or more documents (the "Derivative Works") that will be used by the Licensee
in  connection  with  the  registration  of  its  proposed  public  offering  of
securities  under the Securities Act of 1933, the  satisfaction of its reporting
obligations under the Securities  Exchange Act of 1934 and the implementation of
the offering protocols,  business methods and plan of operations embodied in the
Licensed  Materials.  Without  limiting the  generality  of the  foregoing,  the
Licensee is expressly authorized to:

     1.   Use all or any part of the  Licensed  Materials  in  connection
          with the preparation of a Form S-1 registration statement under
          the Securities Act of 1933, including the Prospectus,  Exhibits
          and other documents included therein;

     2.   Use all or any part of the  Licensed  Materials  in  connection
          with  the   preparation  of  any  required   pre-effective   or
          post-effective   amendments   to  the   Licensee's   Form   S-1
          Registration Statement;

     3.   Use all or any part of the  Licensed  Materials  in  connection
          with  the  preparation  of  any  subsequent  reports  or  proxy
          statements  that the Licensee may be required to file under the
          Securities  Exchange Act of 1934 and that are based in whole or
          in part on the Licensed Materials;

     4.   File the  Derivative  Works with the  Securities  and  Exchange
          Commission,   other  securities  regulatory  authorities,   the
          National  Association of Securities Dealers,  Inc., domestic or
          foreign   securities   exchanges  and  other   governmental  or
          self-regulatory  organizations  that are or may be  directly or
          indirectly   involved  in  the  regulation  of  the  securities
          industry;

     5.   Use,  display,  reproduce,   translate  into  other  languages,
          exploit,  disseminate,  and  distribute  complete  and accurate
          copies of the Derivative Works in accordance with the rules and
          regulations of the Securities and Exchange Commission and other
          securities regulatory authorities;

     6.   Publish,  disseminate  and  otherwise  distribute  an unlimited
          number of complete and accurate copies of the Derivative  Works
          in  conformity  with the rules of the  Securities  and Exchange
          Commission   and   established   practices  in  the  securities
          industry; and

     7.   Grant a  general  authorization  that  will  permit  Authorized
          Users, including but not limited to the Securities and Exchange
          Commission,  other securities regulatory authorities,  brokers,
          dealers,  underwriters,  third-party information  disseminators
          and  others,  to engage in the  unrestricted  distribution  and
          dissemination of complete and accurate copies of the Derivative
          Works in  conformity  with  the  rules  of the  Securities  and
          Exchange Commission and established practices in the securities
          industry.


                                   Article III
                  Delivery of Licensed Materials to Licensee

      Licensor  will  provide  the  Licensed  Materials  to the  Licensee in the
following manner:

     1.   File  Transfer.  Copies  of  the  Licensed  Materials  will  be
          provided to the Licensee through electronic transfer,  by means
          of File Transfer Protocol or otherwise.

     2.   Physical  Media.  Copies  of the  Licensed  Materials  will  be
          provided  to the  Licensee  on digital  computer  disk or other
          electronic  media  for  use on the  networks  and  workstations
          maintained by Licensee and its Authorized Users.

     3.   Network Access. The Licensed Materials will be stored at one or
          more   Licensor   locations  in  digital  form   accessible  by
          telecommunications   links  between  such   locations  and  the
          networks of Licensee and its Authorized Users.

     4.   Printed  Copies.  Copies  of the  Licensed  Materials  will  be
          provided to the Licensee in printed form for use and copying by
          Licensee and its Authorized Users.

                                   Article IV
                          Creation of Derivative Works

      Licensee is expressly  authorized to create one or more  Derivative  Works
based on the Licensed Materials, provided that:

     1.   Such  Derivative  Works  may  only be used by the  Licensee  in
          connection  with  the   registration  of  its  proposed  public
          offering of securities  under the  Securities  Act of 1933, the
          satisfaction of its reporting  obligations under the Securities
          Exchange  Act of 1934 and the  implementation  of the  offering
          protocols,  business methods and plan of operations embodied in
          the Licensed Materials;

     2.   All  pre-effective   amendments  to  the  Licensee's  Form  S-1
          Registration  shall be  prepared  by the  Licensor,  or outside
          legal counsel  selected and paid by the Licensor,  and title to
          any  additional   copyrights  or  other  intellectual  property
          arising from such  pre-effective  amendments shall,  subject to
          the  terms of this  Agreement,  be  vested  exclusively  in the
          Licensor; and

     3.   Licensee  expressly agrees and acknowledges that any additional
          copyrights arising from such pre-effective amendments shall not
          constitute  a work for hire or confer on  Licensee  any  rights
          that vary in any material  respect from the License  granted by
          this Agreement.


                                    Article V
                                Authorized Users.

The Authorized  Users of complete and accurate  copies of the  Derivative  Works
are:

     1.   Full and part time employees (including attorneys, accountants,
          advisors, consultants and independent contractors) of Licensee,
          regardless of the physical location of such persons;

     2.   The U.S. Securities and Exchange Commission,  other domestic or
          foreign securities  regulatory  authorities,  and all employees
          (including attorneys,  accountants,  advisors,  consultants and
          independent contractors) thereof.

     3.   The National  Association of Securities  Dealers,  Inc.,  every
          domestic  or  foreign  stock  exchange  and every  domestic  or
          foreign self regulatory organization that regulates or purports
          to  regulate  any aspect of the  securities  business,  and all
          employees   (including   attorneys,   accountants,    advisors,
          consultants and independent contractors) thereof.

     4.   Every NASD member  broker-dealer  and every domestic or foreign
          broker  dealer  who is  not an  NASD  member  but is  otherwise
          licensed  or  authorized  to  act  as a  broker-dealer  in  any
          domestic or foreign jurisdiction,  and all employees (including
          attorneys,  accountants,  advisors, consultants and independent
          contractors) thereof.

     5.   All  information  services  that provide  printed or electronic
          copies of documents,  summary information,  technical analysis,
          investment  advice or other  data or  information  relating  to
          companies  that  have  registered  their  securities  under the
          Securities Act of 1933 or the Securities  Exchange Act of 1934,
          and all employees (including attorneys, accountants,  advisors,
          consultants and independent contractors) thereof.

     6.   Every person, firm or legal entity,  however constituted,  that
          has a legal or equitable  right to receive or review printed or
          electronic copies of documents, summary information,  technical
          analysis,  investment  advice  or  other  data  or  information
          relating to companies  that have  registered  their  securities
          under the Securities Act of 1933 or the Securities Exchange Act
          of 1934, and all employees (including  attorneys,  accountants,
          advisors and independent contractors) thereof.

     7.   Every other person or legal entity,  however constituted,  that
          has an interest in receiving or reviewing printed or electronic
          copies of documents,  summary information,  technical analysis,
          investment  advice or other  data or  information  relating  to
          companies  that  have  registered  their  securities  under the
          Securities Act of 1933 or the Securities Exchange Act of 1934.


                                   Article VI
                                Authorized Uses.

Authorized  Users may use complete and accurate copies of the Derivative  Works,
or any portion  thereof,  for all purposes that are consistent with the Fair Use
Provisions of United States and  international  law, or permitted by the express
terms  of this  Agreement.  Nothing  in this  Agreement  shall be  construed  as
restricting or otherwise  limiting any  Authorized  User's rights under the Fair
Use  provisions  of  United  States or  international  law to use  complete  and
accurate copies of the Derivative Works, or any portion thereof

      Without  limiting the  generality of the foregoing,  any Derivative  Works
that  are  based  in  whole  or in part on  Licensed  Materials  may be used for
purposes  of  criticism,   analysis,   comment,   news   reporting,   education,
scholarship, research and other reasonable purposes as follows:

     1.   Display.   Authorized   Users   shall   have   the   right   to
          electronically  display  complete  and  accurate  copies of any
          Derivative Works that are based in whole or in part on Licensed
          Materials.

     2.   Digitally  Copy.  Authorized  Users may download and  digitally
          copy complete and accurate copies of any Derivative  Works that
          are based in whole or in part on Licensed Materials.

     3.   Print  Copy.   Licensee  and  Authorized  Users  may  print  an
          unlimited  number  of  complete  and  accurate  copies  of  any
          Derivative Works that are based in whole or in part on Licensed
          Materials.

     4.   Dissemination  Fees.  Authorized  Users may charge a reasonable
          fee for  services  rendered in  connection  with the  printing,
          publication,  distribution or other  dissemination  of complete
          and accurate  copies of any Derivative  Works that are based in
          whole or in part on Licensed Materials.

     5.   Databases.  If all or any portion of the  Derivative  Works are
          included  in  a  database,   compilation,   or   collection  of
          information,  Authorized Users shall be permitted to extract or
          use   information   contained  in  the  Derivative   Works  for
          criticism,   analysis,  comment,  news  reporting,   education,
          scholarship,  research and other reasonable purposes, including
          extraction and  manipulation  of information for the purpose of
          illustration,   explanation,   example,   comment,   criticism,
          teaching, research, or analysis.

     6.   Electronic  Links.  Licensee and  Authorized  Users may provide
          electronic  links  to  complete  and  accurate  copies  of  any
          Derivative Works from web page(s),  and are encouraged to do so
          in ways that will  increase  the  usefulness  and  maximize the
          availability  of complete and accurate copies of the Derivative
          Works.

     7.   Caching.  Licensee  and  Authorized  Users may make such  local
          digital copies of the  Derivative  Works as may be necessary to
          ensure efficient use by browsers or other computer software.

     8.   Indices. Licensee and Authorized Users may use summaries of and
          extracts  from  the  Derivative  Works in  connection  with the
          preparation  of  integrated  database  indices and abstract and
          keyword indices.

     9.   Information  Sharing.  Authorized  Users may  transmit to third
          parties, in hard copy or electronically,  all or any portion of
          the  Licensee's  Registration  Statement,  prospectus and other
          reports and proxy statements that are based in whole or in part
          on Licensed Materials.


                                   Article VII
                   Limitations on Use of Licensed Materials

Licensee shall not license anyone to use the Licensed Properties for any purpose
or  knowingly  permit  anyone  other  than full and part time  employees  of the
Licensee   (including   attorneys,   accountants,   advisors,   consultants  and
independent  contractors)  to use the  Licensed  Materials.  Licensee  shall not
knowingly permit anyone other than Authorized Users to use the Derivative Works.

      Licensee  shall  include  conspicuous  copyright or other  notices in each
Derivative Work that is based in whole or in part on Licensed Materials, and the
Licensor  shall have the sole and  exclusive  authority to approve or disapprove
the form and placement of such notices

      No  Authorized  User  shall be  permitted  to copy all or any  substantial
portion of the  Derivative  Work and then use such copied  material as the basis
for a registration  statement or other SEC report that is filed on behalf of any
person other than the Licensee.

Except  as  specifically  permitted  in this  Agreement,  the  Licensee  and the
Authorized Users may not use the Licensed  Materials or the Derivative Works for
commercial  purposes,  including  but  not  limited  to the  bulk  reproduction,
distribution or dissemination of the Licensed Materials in any form.


                                  Article VIII
                             Assignment and Transfer

      Neither  party may  assign,  directly  or  indirectly,  all or part of its
rights or obligations  under this Agreement without the prior written consent of
the other party,  which consent shall not be  unreasonably  withheld or delayed.
Notwithstanding  the generality of the foregoing,  all of the Licensee's  rights
and responsibilities  under this Agreement shall, in connection with the closing
of a business  combination of the type  contemplated by the Licensed  Materials,
inure to the benefit of the combined companies, without regard to the legal form
or structure of the transaction.


                                   Article IX
                                  Governing Law

This Agreement shall be interpreted and construed according to, and governed by,
the laws of the United  States of America and the State of  Delaware,  excluding
any  such  laws  that  might  direct  the  application  of the  laws of  another
jurisdiction.  The  federal or state  courts  located in the states of  Delaware
and/or Florida shall have jurisdiction to hear any dispute under this Agreement.
No  provision  of this  Agreement  shall be  construed in a manner that would be
inconsistent  with the  Licensee's  legal  duty to conduct  all of its  proposed
activities in compliance with  applicable  state and Federal laws, the Rules and
Regulations of the Securities and Exchange  Commission and established  practice
in the securities industry.


                                    Article X
                               Dispute Resolution

      In the event any dispute or controversy arising out of or relating to this
Agreement,  the  parties  agree to  exercise  their best  efforts to resolve the
dispute as soon as possible. While seeking a resolution of any such dispute, the
parties shall, without delay,  continue to perform their respective  obligations
under this Agreement that are not affected by the dispute.

      Arbitration.  Any  controversies or disputes arising out of or relating to
this Agreement  shall be resolved by binding  arbitration in accordance with the
then  current   Commercial   Arbitration  Rules  of  the  American   Arbitration
Association.  The  parties  shall  endeavor  to  select  a  mutually  acceptable
arbitrator  knowledgeable  about issues  relating to the subject  matter of this
Agreement.  In the event the  parties  are unable to agree to such a  selection,
each party will select an arbitrator and the  arbitrators in turn shall select a
third  arbitrator.  The  arbitration  shall  take  place at a  location  that is
reasonably  centrally located between the parties,  or otherwise mutually agreed
upon by the parties.

      All documents,  materials, and information in the possession of each party
that  are in any way  relevant  to the  claim(s)  or  dispute(s)  shall  be made
available  to the other party for review and copying no later than 15 days after
the notice of arbitration is served.

      The arbitrator(s) shall not have the authority,  power, or right to alter,
change,  amend, modify, add, or subtract from any provision of this Agreement or
to  award  punitive  damages.  The  arbitrator  shall  have  the  power to issue
mandatory orders and restraining orders in connection with the arbitration.  The
award rendered by the arbitrator shall be final and binding on the parties,  and
judgment may be entered thereon in any court having jurisdiction.  The agreement
to arbitration shall be specifically  enforceable  under prevailing  arbitration
law.  During the continuance of any  arbitration  proceeding,  the parties shall
continue to perform their respective obligations under this Agreement.


                                    Article X
                                  Miscellaneous

      This  Agreement  constitutes  the  entire  agreement  of the  parties  and
supersedes all prior  communications,  understandings and agreements relating to
the subject matter hereof, whether oral or written.

      No modification or claimed waiver of any provision of this Agreement shall
be valid except by written  amendment  signed by authorized  representatives  of
Licensor and Licensee.

      If any  provision  or  provisions  of this  Agreement  shall be held to be
invalid, illegal, unenforceable or in conflict with the law of any jurisdiction,
the validity,  legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

      Waiver of any  provision  herein shall not be deemed a waiver of any other
provision herein,  nor shall waiver of any breach of this Agreement be construed
as a continuing waiver of other breaches of the same or other provisions of this
Agreement.

      All notices given pursuant to this  Agreement  shall be in writing and may
be hand  delivered,  or shall be deemed  received within 5 days after mailing if
sent by registered or certified mail, return receipt requested. If any notice is
sent by facsimile,  confirmation copies must be sent by mail or hand delivery to
the  specified  address.  Either  party may from time to time  change its Notice
Address by written notice to the other party.

If to Licensor:                           If to Licensee:

Petersen & Fefer                          Win or Lose Acquisition Corporation
Attorneys at Law                          1268 Bayshore Boulevard
Chateau de Barbereche                     Dunedin, Florida 33698
Switzerland 1783 Barbereche

      IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement by their
respective, duly authorized representatives as of the date first above written.
Petersen & Fefer, Attorneys at Law        Win or Lose Acquisition Corporation



By:              /s/                      By:              /s/
   ---------------------------------         ---------------------------------
   John L. Petersen, Partner                 Sally A. Fonner, President