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<FILENAME>maui8kpalmeraexh10e.txt

<DESCRIPTION>MAUI 8-K PALMERA EXH 10-E

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                                                                 Exh. 10-e



                     INTELLECTUAL PROPERTY LICENSE AGREEMENT



This Intellectual Property License Agreement ("Agreement") is entered as of

into September 15th, 2005 among THE STOWE FOUNDATION and its operating

divisions owned or controlled thereby (hereafter collectively "the

Foundation"), located at 6340 Lake Worth Blvd. #403, Fort Worth, Texas

76135, and PALMERA HOLDINGS, INC. (hereafter, "Palmera") located at 19321

U.S. Hwy. 19 North, Arbor Shoreline Bldg. C, Ste 320, Clearwater, Florida

33764.  The Foundation and Palmera are individually referred to as a "Party"

and collectively as the "Parties".



RECITALS



WHEREAS, the Foundation and Palmera have executed an Agreement of

Understanding dated September 2, 2005 (the "Agreement of Understanding"),

whereby the parties expressed their desire to enter into a licensing

arrangement under which the Foundation would grant to Palmera an exclusive

license to the commercial applications of certain of the Foundation's

proprietary procedures and resulting patent(s) or patent application(s)

subject to certain reserved rights and royalties and Palmera would undertake

to commercialize such commercial application; and



WHEREAS, under the Agreement of Understanding, the Parties agreed to

negotiate a definitive agreement regarding their respective rights and

obligations with respect to the development, marketing and commercialization

of such commercial applications; and



WHEREAS, the Parties now desire to enter into this Agreement in fulfillment

thereof.



NOW THEREFORE, in consideration of the promises and the mutual agreement

contained herein, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties do hereby

agree, as follows:



1.	DEFINITIONS



        1.1.	General.  All definitions below or elsewhere in this Agreement

apply to both their singular and plural forms, as the context may require.

"Herein," "hereunder," and "hereof" and other similar expressions refer to

this Agreement.  "Section" refers to sections in this Agreement.

"Including" means "including without limitation."  "Days" means "calendar

days," unless otherwise stated.



        1.2.	"Commercial Applications" means any application of the Stowe

Foundation Technology specifically intended for commercialization in any

market in the Licensed Field of Use (and not research or scientific purposes

only) or resulting in products or services salable to the public in the

Licensed Field of Use.



        1.3.	"Confidential Information" shall have the meaning set forth in

Section 13.1.



        1.4.	"Development" or "Develop" shall mean the development, testing,

clinical testing, prototyping, regulatory approvals, if any, and all other

tasks and requirements, regulatory or otherwise, bringing fully developed

and approved Commercial Applications of the Stowe Foundation Technology and

related Licensed Products/Services to the market to be legally sold.  It is

understood that certain countries may have lesser or greater requirements

and regulations for legal sales; therefore, Development shall be deemed to

be completed on a country-by-country basis.



        1.5.	"Effective Date" means __September 15th___, 2005.



        1.6.	"FDA Certificates" means all clearances, certifications or

approvals required by any national, federal, state or local jurisdiction

(e.g.: FDA) in order to Market the Commercial Applications of the Stowe

Foundation Technology and any resulting Licensed Products/Services in the

Licensed Territory for the Licensed Field of Use.



        1.7.	"Intellectual Property Rights" collectively means any and all

patents (including patents protecting apparatuses, systems, combination and

methods, and any reissues, divisions, continuations and extensions thereof),

patent registrations, patent applications, data rights, utility models,

business processes, trademarks, trade secrets, know how, trade names,

registered or unregistered designs, mask works, copyrights, moral rights and

any other form of proprietary protection afforded by law to intellectual

property, or any applications therefore, which arises or is enforceable

under the laws of the United States, any other jurisdiction or any bi-

lateral or multi-lateral treaty regime, and any derivative works,

modifications, improvements, enhancements, translations, abridgements and

additional developments thereto; provided, however, in the case of any of

the foregoing rights under which a party is a licensee or is otherwise a

permitted user, such rights qualify hereunder if and only if the party has

the right to grant sublicenses or rights equivalent thereto without payment

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