**MRX-NET.COM LICENSE AGREEMENT**

**THIS LICENSE AGREEMENT**("the Agreement") is made effective the date written on the signature page, byand between **MRX-NET.COM**, Inc., a Georgia corporation (the "Licensor"),with its principal place of business at 4500 140th Avenue North, Suite 101,Clearwater, Florida 33762 and **HealthCentrics, Inc.**, a Florida corporation(the "Licensee"), at One Northside 75, Suite 120, Atlanta, Georgia 30318.

**RECITALS:**

    A. Licensor is a healthcare Application Service Provider (ASP) that markets a suiteof web-native and browser-based practice management applications to third-partybilling companies, practice management organizations, payors, hospitals, andlarge physician organizations (the "Licensor Services").   B.  Licensee has been organized to develop and operate abusiness which principally provides services to medical billing, practicemanagement and medical claims processing organizations including individualmedical practices for the preparation and filing of claims to private and publichealth insurance providers as well as billings to individuals for services. Inaddition, Licensee will develop a data warehouse of patient related information;including, but not limited to, patient care, prescribing, charge, reimbursement,and utilization and will prepare relevant reports and data-sets derived from thewarehouse to be licensed by interested parties.   C.  Licensor has developed a core of a proprietary medicalbilling system ("MedBillRx"), and a physician compliance monitoring program ("ComplyMD");and any rights Licensor has to SnaPPNet, more specifically described in ExhibitA (the "Licensed Materials"), which Licensor utilizes in Licensor's business.Licensee wishes to obtain, and Licensor wishes to grant, an irrevocable,perpetual License with respect to the Licensed Materials.    D.  The parties that Licensee's License be defined bythe functional use of the materials and that, by the terms of this Agreement,Licensor also shall not be excluded from using the Licensed Materials to provideservices.**NOW, THEREFORE**, in consideration of the parties' promises, the recitalsof which constitute consideration for and are incorporated in this Agreement,and other consideration, the sufficiency of which is acknowledged, the partiesagree as follows:

**ARTICLE ILicense Grant**

1.1  License Grant.Subject to the terms and conditions of this Agreement, Licensor hereby grants toLicensee, and Licensee hereby accepts, an irrevocable, perpetual license("License") for any and all Intellectual Property Rights owned or otherwiseassertable by Licensor to use the Licensed Materials for the following purposesand in the following manner (the "Permitted Purposes"): 

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1.1.1  For the provision  of services for the maintenance, support, installation, marketing,  distribution, licensing, sublicensing, and providing customer and technical  support of Licensed Materials and modifications as defined in sections 1.1.4  and 1.6 of this agreement.  1.1.2  The Licensee's internal use and dissemination to employees of  Licensee for all activities in furtherance of and consistent with this  Agreement.  1.1.3  Customizing, modifying, and adding to the Licensed Materials.  1.1.4  Creation of documentation for the Licensed Materials.  1.1.5  Dissemination of all or part of the Licensed Materials, in the  form provided by Licensor or as modified by Licensee, pursuant to appropriate  confidentiality, sublicense, or other agreements intended to protect the  rights of Licensor and Licensee.

    As used inthis Agreement, the term "Intellectual Property Rights" shall mean any and allrights to use the Licensed Materials, existing from time to time in anyjurisdiction under patent law, copyright law, moral rights law, trade secretlaw, trademark law, unfair competition law or other similar rights unlessmutually agreed upon.1.2  Licensed Materials as Confidential Information. The LicensedMaterials shall be deemed Confidential Information and use in disclosure issubject to the provisions of Article VIII.1.3  Authorized Licensee Delegates. Licensee may delegate theexercise of License Rights under this Agreement to one or more persons (the"Authorized Licensee Delegates") upon prior written notice to Licensor.

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1.3.1  Prior to any  exercise of License Rights, each Authorized Licensee Delegate that is not a  wholly owned subsidiary of Licensee or of which Licensee is not a wholly owned  subsidiary, shall agree in writing and be bound by this Agreement to the same  extent that the Authorized Licensee Delegate would be bound if it were an  employee of Licensee.  1.3.2  Licensee shall be responsible to Licensor for performance of all  the obligations under this Agreement assumed by any Authorized Licensee  Delegate.

1.4  Modifications of andAdditions to Licensed Materials. The parties acknowledge that Licensee mayamend, modify, supplement, and add to the Licensed Materials (such new materialsare referred to as the "Licensee Additions"). All Licensee Additions shall beand remain the sole property of the Licensee.

**ARTICLE IITerm and Termination of License**

2.1  Term of License.The License shall be in effect for a perpetual license term, unless soonerterminated in accordance with this Article II.2.2  Mutual Termination of License. The parties may terminate theLicense or any License Right by mutual consent upon such terms as they may agreein writing.

**ARTICLE IIILicense Fee**

3.1  License Fee. Licenseeshall pay Licensor a one time license fee of eighty thousand ($80,000.00) plusseven and one-half percent (7.5%) of the gross revenues derived from the use ofthe Licensed Materials either directly or as an incorporated component of anyother product or service offered by or sublicensed through Licensee inconnection with Licensee's sales of goods and services using the LicensedMaterials, Licensee currently holds an assignment of a secured note of $280,000from EliteCorp, Inc., and at its option, Licensee will forgive $80,000. of saidnote a payment for the one time licenses fee, and up to the additional $200,000.due as payment for a fully paid up perpetual license including all futureroyalties.

ARTICLE IVSublicensing and Service Agreements by Licensee

4.1  Sublicense and ServiceAgreements. Licensee shall enter into only such forms of license and serviceagreements which adequately protect the Intellectual Property Rights connectedwith the Licensed Materials and which provide the same equivalent protection forsuch Rights as is provided for Licensee's similar Intellectual Property Rightsin its own proprietary information.4.2  Terms of Sublicense and Service Agreements. Any form of sublicense orservice agreement used by Licensee for transactions that involve the LicensedMaterials:

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4.2.1.  With United States  government departments or agencies shall include a restricted-rights clause  conforming to the Federal Acquisition Regulations then in effect that protects  the intellectual rights and ownership of the Licensed Material.  4.2.2  Shall include an exclusion of incidental, consequential, special,  punitive, or exemplary damage remedies against Licensee and Licensor.  4.2.3  Shall contain appropriate confidentiality agreements in similar  form as Licensee uses to protect its own proprietary information.

**ARTICLE VWarranties of Licensor**

Licensor warrants and representsto Licensee that:5.1  In-infringement. To the best of its knowledge, Licensors grantof the License and the use of the Licensed Materials by Licensee pursuant tothis Agreement will not infringe any valid and subsisting Intellectual PropertyRight of any person other that Licensee or an affiliate of Licensee5.2  Accuracy of Information. To the best of Licensor's knowledge,all information contained in the Licensed Materials is accurate and notmisleading. Licensor further warrants that, upon learning of any inaccuracy inor in completeness of any Licensed Material, Licensor promptly will notifyLicensee of such matter and take all actions necessary to make the LicensedMaterials complete and accurate or pay the actual, reasonable cost incurred byLicensee in remedying any such physical defects.5.3  Physical Media Warranty. To any extent that the LicensedMaterials are provided to Licensee in a physical media for use on computerhardware, such physical media will be free from physical defects. Licensee'ssole remedy for a breach of this physical media warranty, to the exclusion ofall other remedies therefore shall be prompt replacement by Licensor at itsexpense of any copy including shipping and handling costs, or, if Licensor doesnot comply with the warranty, payment by Licensor of the actual, reasonable costincurred by Licensee in remedying any such physical defects.5.4  Disclaimer of All Other Warranties and Representations. Theexpress warranties and representation set froth in this Article VI are in lieuof, and LICENSOR DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS OF TITLE,NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE(WHETHER OR NOT LICENSOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR ISOTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW,BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION,LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHERTHAN LICENSEE WITH RESPECT TO THE LICENSED SOFTWARE OR ANY PART THEREOF.

**ARTICLE VILicensor's Infringement-Defense Obligation**

6.1  Covenant to Defend.As a covenant separate from its non-infringement representation, Licensor, atits own expense, shall defend claims against Licensee by third parties that anyuse of the Licensed Materials, consistent with this Agreement, constitutes aninfringement of an Intellectual Property Right under any applicable law.6.2  Conditions for Licensor Defense. To be entitled to a defense byLicensor against any such third-party infringement claim:

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6.2.1  Licensee shall  advise Licensor of the existence of the claim by the most expeditious  reasonable means, immediately upon learning of the assertion of the claim  against Licensee (whether or not litigation or any other proceeding has been  filed or served); and  6.2.2  Licensee shall permit Licensor to have the sole right to control  the defense and/or settlement of all such claims, so long as no such  settlement adversely affects Licensee's ability to exercise the License  Rights.

**ARTICLE VIIIndemnity and Defense Obligations**

7.1  Mutual Indemnity.Each party (the "Defending Party") shall defend, hold harmless the other party(the "Protected Party") against any and all claims, losses, liabilities, costsand damages (collectively, the "Claims") arising from or relating to anymaterial inaccuracy in any representation, and any material breach of anywarranty or covenant under this Agreement.7.2  Defense Procedure. Each Protected Pry seeking to be defendedagainst a claim under this Agreement shall notify the Defending Party within 60days of the assertion of any Claim(s) or discovery of any fact upon which theProtected Party intends to base a claim for defense and/or indemnification underthis Agreement. The Protected Party's failure to so notify a Defending Partyshall relieve the Defending Party from any liability under this Agreement to theProtected Party with respect to defense or indemnity with respect to such claim(s).7.3  Participation in and Control of Defense. If a Defending Partydefends a Protected Party in a lawsuit, arbitration, negotiation, or otherproceeding ("dispute") concerning a Claim pursuant to this Agreement, theProtected Party shall have the right to engage separate counsel, at theProtected Party's expense, to monitor and advise the Protected Party about thestatus and progress of the defense.

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7.3.1  With respect to any  issue involved in such dispute as to which the Defending Party has  acknowledged the obligation to indemnify the Protected Party, the Defending  Party shall have the sole right to control the defense of (and/or settle or  otherwise dispose of) the dispute on such terms as the Defending Party in its  judgment deems appropriate.  7.3.2  To be entitled to sole control of the defense, upon request by the  Protected Party, the Defending Party shall demonstrate to the reasonable  satisfaction of the Protected Party the Defending Party's financial ability to  carry out its defense obligations (and its indemnity obligations if any).

7.3.3  Offset of Indemnity  Amounts. In any event requiring indemnity of one party by another hereunder,  the indemnitee may offset, against any payments subsequently due to the  indemnitor from the indemnitee, any amount remaining unpaid under this  indemnitee unless otherwise provided in this Agreement.  7.3.4  No Defense or Indemnity for Own Negligence or Misconduct. Except  as may be expressly provided otherwise in this Agreement, no party shall be  required to defend or indemnify any other party with respect to Claims finally  adjudged to have been caused by the putative indemnitor's own negligence,  gross negligence, or willful misconduct (i.e., misconduct in bad faith).  Reasonable expenses incurred by a Protected Party who is or is threatened to  be made a named defendant or respondent in a dispute may be paid or reimbursed  by the Defending Party, in advance of the final disposition of the proceeding,  after the Defending Party receives a written undertaking by or on behalf of  the Protected Party to repay the amount paid or reimbursed, if and to the  extent it is ultimately determined that the Protected party was negligent or  grossly negligent or had engaged in willful misconduct.

**ARTICLE VIIIConfidential Information**

8.1  Definition. Asused herein, the term "Confidential Information" means the Licensed Materialsand any other information that is proprietary to a party or has been acquired oris being used by such party pursuant to a confidentiality agreement with a thirdparty and which is not generally known in the relevant industry or industrysegment and affords possessors of the information a commercial or businessadvantage over others who do not have such information.8.2  Illustrative Types of Confidential Information. The term"Confidential Information" may include, but is not limited to, customerinformation, accounting data, statistical data, research projects, developmentand marketing plans, customer lists, and insurance payor data.8.3  Exclusions from Confidential Information Status. The term"confidential Information" does not include any information that, through nofault of the receiving party, is or becomes:

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8.3.1  Substantially  described in an English language printed publication;  8.3.2  Developed by or on behalf of the receiving party; or  8.3.3  Disclosed to the receiving party by a third party not having an  obligation of confidence to the owner of such Information.

8.4  Security Conditions.Confidential Information shall be maintained under secure conditions by areceiving party using at least the same security procedures used by suchreceiving party for the protection of its own Confidential Information.8.5  Non-Use Obligation. The receiving party shall not use any ConfidentialInformation, except for the benefit of such Information without the expressedprior written consent of an authorized officer of the owner of such Informationduring the term of this Agreement and for three years thereafter and shall notdisclose any such information without such consent except as permitted by thisAgreement or except:

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8.5.1  To those of the  receiving party's employees and the performance of such receiving party's  obligations under this Agreement;  8.5.2  To third parties who execute confidentiality agreement  acknowledging the obligations of confidentiality under this Agreement;  8.5.3  To those Authorized Licensee Delegates who have executed an  appropriate form of binding non-disclosure agreement or are otherwise  obligated to preserve the receiving party's confidences; or  8.5.4  Upon the order of a court or other tribunal of competent  jurisdiction to disclose such Confidential Information, upon notice to the  owner of such Information.

8.6  Third PartyMisappropriation. A receiving party of Confidential Information shallimmediately report to the owner of such Information any attempt by any person ofwhich the receiving party has knowledge to use or disclose ConfidentialInformation without authorization from its owner.8.7  Post-Termination Procedures. Upon any termination of thereceiving party's right to possess and/or use Confidential Information, thereceiving party shall turn over to the owner of the Confidential Information(or, if agreed by such owner, destroy) any disks, tapes, documentation, notes,memorandum, documents, or any other tangible embodiments of any suchInformation.

**ARTICLE IXArbitration**

9.1  All disputes arisingout of or relating to the subject matter of this Agreement shall be arbitratedin accordance with the Commercial Arbitration Rules or the American ArbitrationAssociation by a single arbitrator chosen by each party and a single arbitratoragreed to by both parties. If no such agreement of the jointly chosen arbitratoris obtained, then an arbitrator will be appointed by the American ArbitrationAssociation. Each party to such arbitration shall have the disclosureresponsibilities mandated by Rule 26(a) of the Federal Rules of Civil Procedure.Discovery shall be governed by Rules 26 through 36 of the Federal Rules of CivilProcedure, except as to any limitations on scope or amount agreed to by theparties or imposed in his sole discretion by the arbitrator. Actions forinjunctive relief or any violation of the confidentiality prohibitions ofArticle IX may be sought in a court of competent jurisdiction without initialreference to arbitration pursuant to this Article. The arbitrator shall have thepower to include punitive damages or incidental or consequential damages in thearbitration award and the arbitrator shall have the power to award attorneysfees to the prevailing party. Judgment on the arbitration award in accordancewith the Agreement may be entered in any state or federal court of competentjurisdiction.

**ARTICLE XGeneral Provisions**

10.1   EntireAgreement. Except as may be expressly provided otherwise herein thisAgreement constitutes the entire agreement between the parties concerning thesubject matter thereof. No prior or contemporaneous representations,inducements, promises, or agreements, oral or otherwise, between the partieswith reference thereto shall be of any force or effect. No modification oramendment to this Agreement shall be valid or binding unless reduced to writingand duly executed by the party or parties to be bound thereby.10.2  Authority and Other General Warranties. Each party warrants to theother that:

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10.2.1  It is duly  organized and existing under the laws of the jurisdiction of its incorporation  or existence;  10.2.2  It has full power and authority to enter into this Agreement;  10.2.3  The execution and/or performance of this Agreement does not and  will not violate or interfere with any other agreement of it, which violation  or interference would have a material adverse effect on it;  10.2.4  It will not enter into any agreement the execution and/or  performance of which would violate or interfere with this Agreement and have a  material adverse effect on the other party;  10.2.5  It is not presently the subject of, not the proponent of, any  Claim that would have a material adverse effect on the other party; and  10.2.6  The person(s) executing this Agreement on its behalf has actual  authority to bind it to this Agreement.

10.3  Survival ofRepresentations and Warranties. The representations and warranties madeherein shall survive the execution of this Agreement and the termination of theLicense except as may be expressly indicated otherwise.10.4  Independent Parties. The parties are independent contractors.Except as may be expressly and unambiguously provided in this Agreement, nopartnership or joint venture is intended to be created by this Agreement, no anyprincipal-agent or employer-employee relationship.

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10.4.1  Except to the  extent expressly provided in this Agreement, neither party has, and neither  party shall attempt to assert, the authority to make commitments for or to  bind the other party to any obligation.  10.4.2  Although this Agreement contains covenants with respect to  Confidential Information, the parties disclaim any other intent to create a  confidential or fiduciary relationship between them

10.5  Injunctive Relief.Each party acknowledges that any violation by that party of its covenants inthis Agreement relating to Intellectual Property Rights would result in damageto other party that is largely intangible but nonetheless real, and that isincapable of complete remedy by an award of damages. Accordingly, any suchviolation shall give the other party the right to a court-ordered injunction orother appropriate order to specifically enforce those covenants.10.6  Survival of Restrictive Covenants. The covenants herein concerningIntellectual Property Rights shall be construed as independent of any otherprovision hereof. The existence of any claim or cause of action by a party,whether predicated on this Agreement or otherwise, shall not constitute adefense to enforcement by the other party of such covenants.10.7  Effect of Partial Invalidity. If any one or more of the provisions ofthis Agreement should be ruled wholly or partly invalid or unenforceable by acourt or other government body of competent jurisdiction, then:

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10.7.1  The validity and  enforceability of all provisions of this Agreement not ruled to be invalid or  unenforceable shall be unaffected;  10.7.2  The provision(s) held wholly or partly invalid or unenforceable  shall be deemed amended, and the court or other government body is authorized  to reform the provision(s), to the minimum extent necessary to render them  valid and enforceable in conformity with the parties' intent as manifested  herein; and  10,7,3  If the ruling, and/or the controlling principle of law or equity  leading to the ruling, is subsequently overruled, modified, or amended by  legislative, judicial, or administrative action, then the provision(s) in  question as originally set forth in this Agreement shall be deemed valid and  enforceable to the maximum extent permitted by the new controlling principle  of law or equity.

10.8  Assignment. No partymay assign any right under this Agreement, and any purported assignment shall benull and void and a breach of this Agreement, except for the following or asotherwise provided herein:

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10.8.1  Either party may  assign this Agreement with the express prior written consent of the other  party.  10.8.2  Any party may assign all of its rights indivisibly to an entity  in which a party owns more that 50% of the voting interests of a party, and  which agrees in writing to comply with the party's obligations under, and to  be bound by, this Agreement.  10.8.3  Either party may assign all of its rights indivisibly (but not  divisibly) in connection with a sale or other disposition of substantially all  the assets of that party's business relating to the Licensed Materials to a  single acquiring entity. The acquiring entity must agree in writing to comply  with the assigning party's obligations under, and to be bound by, this  Agreement.

10.9  Notices. Any noticesprovided or required under the terms of this Agreement shall be effectiveimmediately when provided by verified facsimile transmission or personaldelivery one business day after being deposited with a nationally recognizedovernight courier, or five days after being sent by first class mail, andaddressed as follows:    If to LICENSOR:     MRX-NET.COM, Inc.                               4500 140th Avenue North, Suite 101                               Clearwater, Florida 33762                              with a copy to: William G. Kelly, CEO                              PO BOX 17924                              Clearwater, Florida 33762   If to LICENSEE:    HealthCentrics, Inc.                             One Northside 75, Suite 120                             Atlanta, Georgia 30144                             with a copy to: Charles Broes, CEO                             7029 Pelican Island Drive                             Tampa, Florida 3363410.10  Remedies. Except as otherwise provided herein or in thisAgreement, the remedies set forth herein or in this Agreement are not exclusive,and either party shall be entitled alternatively or cumulatively to damages forbreach of this Agreement or to any other remedy available under applicable law.10.11  Choice of Law. This Agreement shall be interpreted andenforced in accordance with the law of the State of Florida, and within theHillsborough County Jurisdiction applicable to agreements made and performedentirely in the State of Florida by persons domiciled therein.10.12  Attorney's Fees. If litigation or other action is commencedbetween the parties concerning any dispute arising out of or relating to thisAgreement, the prevailing party shall be entitled, in addition to any otheraward that may be made, to recover all court costs or other official costs andall reasonable expenses associated with the action, including without limitationreasonable attorney's fees and expenses.10.13  No Waiver. The failure of either party at any time to requireperformance by the other party of any provision of this Agreement shall in noway affect the right of such party to require performance of that provision. Anywaiver by either party of any breach of any provision of this Agreement shallnot be construed as a waiver of any continuing or succeeding breach of suchprovision, a waiver of the provision itself or a waiver of any right under thisAgreement.10.14  Binding on Successors. This Agreement shall be binding uponand inure to the benefit of the Parties and their successors and assignspermitted by this Agreement.10.15  Article Headings. The article headings contained in thisAgreement are for reference purposes only and shall not in any way control themeaning or interpretation of this Agreement.10.16  Representation of Counsel; Mutual Negotiation. Each party hasbeen and had the opportunity to be represented by counsel of its choice innegotiating this Agreement. This Agreement shall therefore be deemed to havebeen negotiated and prepared at the joint request, direction, and constructionof the parties, at arms length, with the advice and participation of counsel,and shall be interpreted in accordance with its terms without favor to anyparty.10.17  Counterparts. This Agreement may be executed in separatecounterparts, each of which so executed and delivered shall constitute anoriginal, but all such counterparts shall together constitute one and the sameinstrument. Each person signing below represent that (s)he has read thisAgreement in its entirety (including all Schedules and Exhibits), understandsits terms, and on behalf of the party indicated below by his or her name agreesthat such party shall be bound by those terms.EXECUTED AS OF the dates written below, to be effective February 1, 2002LICENSOR:                                                           LICENSEE:MRX-NET.COM, INC.                                              HealthCentrics, Inc.s/s WILLIAM KELLY                                              s/s CHARLES BROESBY: William G. Kelly                                               By: Charles BroesTitle: Chief Executive Officer                                    Title: Chief Executive OfficerDate: 02/01/02                                                        Date: 02/01/02

**EXHIBIT A****DELIVERABLE:**

MedBillRx and ComplyMDApplications, any rights to SnaPPNet:The Licensed Materials shall include all HTML, XML, other Source Code, ObjectCode, database architectures and system documentation related to the MedBillRxmedical billing and practice management application, and ComplyMD, a physicianmonitoring program to meet compliance issues.