OCEANIA ORACLE

ISSUE #29- 03/28/95
No Nonsense New Nation News- © 1995

INDEX

• MO' MONEY
• ABNOXIOUS PHONE COMMERCIALS
• CREDIT CARD MERCHANT
• WEB SITE
• NEEDED
• SEA STRUCTURES INC.

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MO' MONEY

ABNOXIOUS PHONE COMMERCIALS

CREDIT CARD MERCHANT

WEB SITE

NEEDED

SEA STRUCTURES INC.

If you have previously requested the business plan, you must first fill out this non-disclosure agreement before you receive the business plan.

DATA EXCHANGE AND NON-DISCLOSURE AGREEMENT

1. Each party agrees for a period of five (5) years from the effective date of this Agreement, that it shall protect the Proprietary Information which shall mean all trade secrets and information and data of a proprietary and/or confidential nature including, but not limited to, information of a business, planning, marketing or technical nature and models, tools or other hardware disclosed under this Agreement in writing and marked as proprietary or disclosed orally and identified as being proprietary at the time of disclosure and confirmed in writing within sixty (60) days. Each party shall maintain and protect the other party's so-identified Proprietary Information and data with the same degree of care it normally uses in the protection of its own Proprietary Information to prevent disclosure and unauthorized use thereof.

2. Each party agrees not to use directly or indirectly, any of such Proprietary Information for its own benefit or for the benefit of any other person, firm or corporation except in furtherance of the above stated purpose of this Agreement. Each party may disclose such Proprietary Information to its officers and those of its employees having a need to know and who have executed a non-disclosure agreement with the disclosing party prohibiting further disclosures of such information. In the case of consultants and other third parties under its control, disclosure shall be made subject to their written agreement not to make further disclosure and to use the Proprietary Information solely for the purpose of this Agreement as set forth above.

3. The restriction on disclosure and use set forth in Paragraphs 1 and 2, respectively, shall not apply:

   1. To Proprietary Information which was generally available to the public at the time of disclosure, or to Proprietary Information which becomes available to the public other than through fault of the recipient party.

   2. To Proprietary Information which was already known to the recipient party prior to its receipt from the disclosing party, except for the Interglobal Business Plan, dated September, 1992.

   3. To Proprietary Information which is obtained at any time lawfully from a third party under circumstances permitting its use or disclosure to others.

   4. To Proprietary Information which is independently developed by the receiving party without making use of the Proprietary Information.

   5. To such Proprietary Information which is disclosed with the prior written consent of the disclosing party.

   6. To Proprietary Information disclosed as required by statute or decree.
   If either party intends to disclose or use any such information in reliance upon any of the above exceptions it shall notify the disclosing party in writing and identify the applicable exception at least fifteen (15) working days prior to disclosure.

4. This Agreement may be terminated by either party, giving the other party a thirty (30) day termination notice in writing. Unless earlier terminated, the Agreement shall terminate one (1) year from the date of this Agreement unless extended in writing by mutual agreement. All Proprietary Information disclosed hereunder by either party to the other shall be and remain the property of the disclosing party and, upon termination or expiration, each party shall, at the written request of the other party, make every reasonable attempt to return to the other party all copies in its possession of Proprietary Information in written or recorded form and each party will nevertheless continue to provide the requisite protection of the other party's Proprietary Information within the terms of this Agreement for the full period specified in Paragraph 1.

5. Because of the unique nature of the Proprietary Information to be disclosed hereunder, the parties agree that they will suffer irreparable harm in the event that the other fails to comply with any of its obligations under Paragraphs 1 and 2 above that monetary damages will be inadequate to compensate for such breach. Accordingly, the parties agree that, in addition to any other remedies available to it at law or in equity, each will be entitled to injunctive relief to enforce the terms of the above Paragraph.

6. This Agreement and any matter or dispute relating thereto, shall be read and construed in accordance with, and performance thereunder governed by, the laws of the State of Florida, United States of America.

7. The individuals designated by each party as the point for receiving Proprietary Information exchanged between the parties pursuant to this Agreement are:

   For :

   Sea Structures Incorporated

   1440 Poinciana Drive

   Fort Myers, FL 33901

   Attention: Richard Morris

   President

   For Prospect:

   *** FILL IN HERE ***

   _____________________

   _____________________

   _____________________

8. It is understood that no right in or license under any present or future patent, data, drawings, suggestions, ideas or methods disclosed by one party to the other is either offered or granted by one party to the other under this Agreement.

9. It is understood that neither party assumes any liability to the other for damage arising from the use of or reliance on any Proprietary Information disclosed pursuant to this Agreement with respect to its adequacy, sufficiency or freedom from defects, including, but not limited to, freedom of patent infringement, nor shall either party incur any responsibility, liability or obligation by reason of furnishing such Proprietary Information.

10. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor does the exchange of this data constitute an offer, acceptance, or promise for any future contract or amendment to any existing contract between the parties.

As evidence of mutual agreement to the foregoing terms and conditions by the parties hereto, the parties have executed this Agreement on the date(s) shown hereinbelow. The effective date of this Agreement shall be the date on which the Agreement was executed by the last executing party.

For: Sea Structures, Inc.

By_________________________________

Date_________________________________

For: Prospect

By_________________________________

Date_________________________________

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