JOINT VENTURE AGREEMENT

                                                                    EXHIBIT 10.3

                             JOINT VENTURE AGREEMENT

This Joint Venture Agreement [hereinafter "Agreement" or "JVA"] is entered into

by Corazon & Corazon ["Corazon"] and Ruby Mining Company, d/b/a Admiralty

Corporation ["Admiralty"], hereinafter "the Parties", for purposes of managing

the exploration and recovery of valuable shipwrecks and cargoes and other

underwater cultural heritage ["property"] at a site at Half Moon Reefs off the

coast of Honduras, such exploration and recovery to be referred to in this JVA

as "the Project".

   1.    ADMIRALTY'S DUTIES UNDER THE JVA.

          Admiralty agrees to use its best efforts, consistent with its sound

   business judgment, to pursue this Project. This shall include the provision

   of vessel platforms, personnel, and equipment for the exploration and

   recovery of property at the site, along with its proper stabilization,

   conservation, curation, storage, security, appraisal, and marketing.

   Admiralty agrees to host up to two (2) observers designated by Corazon on

   board any vessels engaged in operations at the site, providing for their

   transportation to and from the site on regularly-scheduled re-supply voyages

   only, their bunk and board (such expenses to be treated as a net expense

   under section 4.). Admiralty also agrees to give access to observers

   accredited by Corazon at any location or facility used and maintained by

   Admiralty of the stabilization, conservation, curation, storage, appraisal,

   and marketing of property recovered from the site.

   2.    CORAZON'S DUTIES UNDER THE JVA.

          Corazon agrees to use its best efforts, consistent with its sound

   business judgment, to pursue this Project. This shall include making the

   necessary disclosures of the site's location and other archival, historic,

   and operational data necessary for the success of the project. Such

   disclosures will be made to Admiralty and its officers and employees and

   agents under confidentiality terms and conditions agreeable to both parties.

   3.    DIVISION OF PROPERTY.

          The net proceeds of any property (as defined in the following

   sections) recovered from the site, pursuant to the Project, will be spilt

   among the Parties, according to the following formula: Corazon - 40%,

   Admiralty - 60%. Should another party establish a valid claim to part of the

   property, a 40% share by each Corazon and Admiralty shall be diminished

   equally unless mutually agreed otherwise.

        For Corazon property we mutually agree:

        At Corazon's option Admiralty will purchase Corazon's property on the

following basis:

          a. Coins                  base metal value times 2

          b. Bars                    base metal value times 1.2

          c. Jewelry/Jewels         international wholesale value

          d. Everything else        Admiralty's net times 0.25

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        At Admiralty's options Admiralty may purchase Corazon's property on the

following basis:

          a. Coins                 base metal value times 5

          b. Bars                  base metal value times 1.5

          c. Jewelry/Jewels        international wholesale value times 1.5

          d. Everything else       Admiralty's net times 0.5

   It is agreed that Corazon may retain any amount up to and including 100% of

   its share for its own purposes either to keep or to give away. Corazon

    agrees not to sell any of its share directly or indirectly except via

   Admiralty.

   4.    DEFINITIONS OF NET PROCEEDS

          Sub-Section A. It is the intention of the Parties that the division of

   property recovered from the site, pursuant to this Project, will be net of

   reasonable, actual expenses. Only those reasonable, actual expenses directly

   attributable to the Project's operations will be deducted from gross

   proceeds. Among the categories of legitimate expenses to be deducted from the

   gross proceeds are the following:

        (a)     Reasonable, actual vessel operation expenses while a vessel is on

               station or traveling to and from the site (including

               depreciation, chartering (if applicable), fuel, food, insurance,

               crew and manning expenses, the costs of hosting Corazon's

               observers (as per section 1 above), as well as any repairs or

               equipment replacement attributable to activities undertaken for

                the Project);

        (b)     Reasonable, actual expenses for salaries, compensation, benefits

               and expenses of Project consultants, which shall include only

               archaeologists, conservators, appraisers, marketers and similar

                professionals or vendors. It is specifically contemplated by the

               parties that the salaries, compensation, benefits and expenses of

               the corporate directors, officers, counsel and principals of

               Corazon and Admiralty will not be subject to treatment as a net

               expense under this JVA;

        (c)     All reasonable, actual expenses related to the transport

               (including dockage, clearance and customs fees (if applicable),

                stabilization, conservation, curation, storage, appraisal,

               security, insurance, and marketing of property recovered from the

               site).

        Those   expenses not designated as net expenses shall be borne

        exclusively by the Party which incurs them.

           Sub-Section B. The Parties, may by mutual written agreement,

        supplement or modify this list of permissible net expenses, or designate

        or disqualify certain expenses as net expenses.

           Sub-Section C. Each Party agrees to ledger and documents all expenses

        to be treated as net exp