Receiving Business Plan

DATA EXCHANGE AND NON-DISCLOSURE AGREEMENT

THIS AGREEMENT between Sea Structures, Inc., having a place of business in Fort
Myers, Florida and incorporated under the laws of the state of Florida
(hereinafter referred to as "SSI"), and *** FILL IN HERE ***
                                                            having a place of
residence in *** FILL IN HERE ***                                (hereinafter
referred to as "Prospect"), provides for the protection of Proprietary
Information, (hereinafter defined), transmitted between the parties in
connection with the proprietary activities of SSI and is subject to the
following terms:

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:

a. 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.

b. 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.

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

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

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

f. 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_________________________________
*** SIGN HERE ***

Date_________________________________
*** FILL IN HERE ***

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