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                                                                    EXHIBIT 10.1


                               ROYALTY AGREEMENT
                               -----------------



ROYALTY AGREEMENT, made this May, 2000, by and between Marine Shuttle Operations
AS, a Corporation having its principal office and place of business at
Luramyrveien 29, P.O.BOX 1137, N-4301 Sandnes (hereinafter referred to as MSO);
and Marine Shuttle Operations Inc, a Company organized and existing under the
Laws of Nevada, USA, having its principle place of business at 4410 Mountrose
Boulevard, Houston. Texas 77066, USA (hereinafter referred to as MSO Inc);

and

Gunnar Foss, Mezenplein 11, 2566Z6, den Haag, The Netherlands (hereinafter
referred to as Foss).

1.    Background
      ----------

      Foss has entered into Addendum No. 1 to Agreement Regarding Intellectual
      Property, which Addendum relates specifically to the waiver by Foss in
      favour of MSO AS of Intellectual Property Rights to the Offshore Shuttle
      Concept.

      The purpose of this Agreement is to stipulate the Royalty Payments (the
      Royalty Payments) to which Foss shall be entitled in respect of the said
      Addendum No. 1.

      Both parties to this Agreement recognize that the application of the
      Offshore Shuttle Concept has to date not generated any revenues.

      Both parties also recognise that certain work will have to be performed by
      Foss also in the future in order to maintain the Intellectual Property
      Rights to the Offshore Shuttle Concept. The corresponding undertakings by
      Foss are outlined in Article 3 of this Royalty Agreement.


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2.    Royalty Payments
      ----------------

      Subject to Article 6 hereof, the parties agree that Foss shall receive
      annual royalty payments (the Royalty Payments) in the amount of USD
      120,000,- (USD -One hundred and twenty thousand-) to be paid in twelve
      monthly installments for a period of 10 consecutive years from the date of
      fulfillment of the conditions contained in Article 3 of the aforementioned
      Addendum No. 1.

      Royalty Payments shall be made without demand, and the first payment shall
      be made on the first day of the first calendar month following the
      completion of the fulfillment of the conditions referred to in the
      foregoing paragraph of this Article.

      In the event that Foss should decease at any time during the 10
      year-period referred to in the first paragraph of this Article 2, then his
      Estate shall be entitled to receive the Royalty Payments for the remainder
      of that 10 year-period. The Estate of Mr. Foss shall in respect of Royalty
      Payments be deemed to be limited to such heirs as the spouse and children,
      inclusive of grandchildren, of Foss.

      All Royalty Payments under this Agreement shall be made in gross amounts,
      without deductions of any kind. Any and all taxes, duties or suchlike
      which may be attracted to the Royalty Payments under this Agreement shall
      be the sole responsibility of Foss or his Estate.

3.    Confidentiality: Maintenance of Intellectual Property Rights
      ------------------------------------------------------------

      Foss shall assist MSO AS in the maintenance of the Intellectual Property
      Rights waived to the benefit of MSO AS in the Agreement Regarding
      Intellectual Property and its Addendum No. 1.

      The following shall apply with regard to the maintenance services provided
      by Foss:

      a)    The work shall consist in the maintenance and further development of
            the Offshore Shuttle Concept being covered by the Intellectual
            Property Rights as provided in Article 6 of the Agreement Regarding
            Intellectual Property Rights.

      b)    During the period following the date of signature of this Royalty
            Agreement and until such time as Offshore Shuttle No. 1 has been
            built, tested and commissioned, and for a reasonable period
            thereafter, such period not to exceed 3 years as from the date of
            the signature of the Royalty Agreement, Foss will be available to
            MSO to do maintenance work for a maximum of 30 hours per week,
            except during periods of illness and holiday.

      c)    After the expiry of the time frame referred to in litre b) and
            during the remaining time of the 10 year period referred to in the
            first paragraph of Article 2, Foss shall make himself available for
            MSO AS not more than 10 hours per month, unless otherwise agreed.

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      d)    Foss shall report directly to the Board of Directors of MSO AS and
            MSO Inc., or to individuals nominated by the said directors in his
            work relative to the maintenance of Intellectual Property Rights as
            set forth in this Article 3.

      e)    Foss shall have the right to terminate the maintenance work for MSO
            AS by 30 days' written notice. He shall not receive any Royalty
            Payments as from the effective date of the termination. In such
            case, also this Royalty Agreement shall become terminated from the
            same date, with no effect on the Addendum No. 1 to the Agreement
            regarding Intellectual Property Rights.

4.    Confidentiality: Protection of Trade Secrets
      --------------------------------------------

      All memoranda, notes, records or other documents made or compiled by Foss
      or made available to him prior to or subsequent to the execution of this
      Agreement, relating wholly or in part to the Offshore Shuttle-Concept,
      shall be deemed to be Trade Secrets.

      Foss undertakes to treat all Trade Secrets with the utmost confidentiality
      against all third parties and will not divulge or make known any such
      Trade Secret without the prior written consent of the MSO.

      Foss further undertakes to keep such Trade Secrets in safe keeping in
      accordance with guidelines which may from time to time may be issued by
      MSO, provided, however, that such guidelines do not cause Foss to incur
      costs and/or burdens substantially different from those reasonably
      envisaged by him at the time of execution of this Royalty Agreement.

5.    Non-Competition
      ---------------

      From the date for execution of this Agreement and for the duration of the
      10 year-period referred to in the first paragraph of Article 2 hereof,
      Foss will not compete with, or directly or indirectly, own, manage,
      operate, control, loan money to, or participate in the ownership,
      management, operation or control of, or be connected with as a director,
      officer, employee, partner, consultant, agent, independent contractor or
      otherwise, or acquiesce in the use of his name in any other business
      organization which competes with MSO or its subsidiaries or sister
      companies in any geographical area in which the Offshore Shuttle Concept
      or any development thereof may be applied.

      It is further agreed that Foss shall make available to MSO any and all
      such Trade Secrets as referred to in Article 3 hereof, inclusive of such
      unrecorded knowledge that may be available to Foss, which MSO from time to
      time may require.

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6.    General
      -------

      In the event that Foss significantly should fail to observe any of his
      obligations and/or undertakings as specified in Articles 3, 4, 5 and 6
      hereof, then Foss shall have forfeited his right to receive Royalty
      Payments from MSO, and MSO shall be entitled to discontinue any and all
      payments of Royalty Payments from the date of such failure by Foss. The
      same will apply in the event that Foss is in material breach of any other
      of his explicit or implied contractual undertakings towards MSO or
      companies directly or indirectly contracted by MSO.

7.    Governing Law
      -------------

      This Agreement shall be interpreted and construed in accordance with the
      Laws of the Kingdom of Norway.





              ______________, this _____ day of ____________, 2000




Marine Shuttle Operations AS                      Marine Shuttle Operations Inc.


--------------------------------                  ------------------------------
Gunnar Foss





TAA/wh