MUTUAL BILATERAL NON-DISCLOSURE AGREEMENT

1. Definition of Confidential Information

The term "Confidential Information" shall include any information, whether tangible or intangible, including, but not limited to, techniques, discoveries, inventions, ideas, processes, reports, samples, software (in source or object code form), designs, technology, technical specifications, flowcharts, procedures, formulas, concepts, and business and marketing plans and Information, unpatented inventions, methods and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property, in each case which is maintained in confidence by either Party (a "Disclosing Party") and disclosed to the other Party ("Recipient") hereunder. Confidential Information may include confidential or proprietary Information of third parties that the Disclosing Party is permitted to disclose, and does disclose, to Recipient hereunder.

1.1 Party Providing Confidential Information or Intellectual Property. Neither Party provides any intellectual property license or other license to the other Party except as expressly agreed to in writing by both Parties. Confidential Information includes all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials prepared by or for the Recipient that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

1.2 Disclosing Party's Confidential Information Responsibility. The Disclosing Party shall mark as Confidential Information any written information or other Information disclosed in a tangible form that contains Confidential Information. The Disclosing Party shall designate as Confidential Information at the time of disclosure any oral, visual, or other Information disclosed in an intangible form that contains Confidential Information and shall confirm to Recipient such disclosure in writing within a reasonable time after the date of disclosure. Notwithstanding the foregoing, the failure by the Disclosing Party to designate any tangible or intangible information as Confidential Information shall not give Recipient the right to treat such Information as free from the restrictions imposed by this Agreement if the circumstances would lead a reasonable person to believe that such Information is Confidential Information.

1.3 Document or Material Disclosed and Labeled. Any document or other material disclosed to Recipient by the Disclosing Party labeled "confidential" or "proprietary" or labeled with words of similar import shall be presumed to be Confidential Information. Confidential Information does not include Information which Recipient documents (a) are at the time of disclosure or hereafter becomes generally known or available to the public, other than as a result of, directly or indirectly, any violation of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to disclosure by the Disclosing Party; (c) becomes rightfully known to Recipient, without restriction, from a source other than the Disclosing Party and without any breach of duty to the Disclosing Party; (d) is developed independently by Recipient, as established by documentary evidence, without the use of or reference to any of the Confidential Information and violation of any confidentiality restriction contained herein; or (e) is approved by the Disclosing Party for disclosure without restriction, in a written document executed by a duly authorized officer of the Disclosing Party.

2. Non-Disclosure

Recipient shall hold the Confidential Information in strict confidence and shall not, directly or indirectly, disclose it, except as expressly permitted herein. Recipient shall use the same degree of care to prevent unauthorized use and disclosure of the Confidential Information as it employs with respect to its own most highly confidential Information, but in no event less than commercially reasonable care. Recipient shall promptly notify the Disclosing Party upon learning of any misappropriation or misuse of Confidential Information disclosed hereunder. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information pursuant to a judicial or governmental order, provided that Recipient provides prompt written notice of such order so that Disclosing Party may seek, at its sole cost and expense, a protective order or other remedies, and provided that Recipient provides reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

2.1 After Providing Such Notice of Confidential Information. If, after providing such notice and assistance as required herein, the Recipient remains subject to a judicial or governmental order to disclose any Confidential Information, the Recipient (or its representative or other persons to whom such order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of Recipient's legal counsel, such order specifically requires the Recipient to disclose.

3. Limitation on Access and Use

Recipient shall limit the use of and access to the Confidential Information to its responsible employees, officers, directors, partners, shareholders, agents, accountants, advisors, or attorneys ("Agents") with a bona fide need to know in connection with the Business Purpose. Recipient shall notify each Agent to whom disclosure is made that such disclosure is made in confidence and shall require such Agent not to disclose the Confidential Information to third parties without the prior written permission of the Disclosing Party. Recipient shall enter into appropriate agreements with its Agents to protect the confidentiality of the Confidential Information and implement the restrictions of this Agreement. Recipient is granted only the limited right, revocable upon notice, to use the Confidential Information solely in connection with the Business Purpose, and for no other purpose. Recipient shall not reverse engineer, disassemble, or decompile any software or other tangible item that contains confidential Information provided to Recipient hereunder.

4. Copying and Notices

Recipient shall not remove any confidentiality legends, copyright notices, or other proprietary rights notices attached to or included in any Confidential Information ("IP Notices"). Recipient shall reproduce any IP Notices on any copies of the Confidential Information in the same manner as IP Notices appeared on the original. All copies of Confidential Information made by Recipient constitute Confidential Information.

5. No Warranty

The Confidential Information is provided on an AS IS basis, without any warranty whatsoever. Recipient uses the Confidential Information at its own risk and expense.

6. Return of Confidential Information

Within five (5) days of the termination of this Agreement or upon the Disclosing Party's request, whichever is earlier, Recipient shall return to the Disclosing Party all tangible items containing or comprising any Confidential Information of the Disclosing Party, including all copies thereof. In lieu of returning all Confidential Information, and subject to the Disclosing Party's prior written consent, which shall not unreasonably be withheld, Recipient may destroy such Information and provide written certification of such destruction executed by a duly authorized officer of Recipient. Notwithstanding the foregoing, nothing herein shall prevent the Recipient from retaining documents in compliance with applicable law, rule, regulation, or professional standard, in which case: (i) Confidential Information shall be returned to the Disclosing Party or destroyed, as requested; (ii) any other materials or Information that is retained by the Recipient in compliance with such law, rule, regulation, or standard shall be used for no other purpose; and (iii) such retained materials and Information shall continue to be subject to the confidentiality obligations set forth in this Agreement, which obligations shall survive any termination hereof. At the Disclosing Party's request, the Recipient agrees to certify in writing that any information not returned to the Disclosing Party or retained by the Recipient for compliance purposes has been destroyed.

7. No License or Joint Venture

Nothing contained in this Agreement shall be construed as granting any rights to Recipient, by license or otherwise, to any of the Confidential Information of the Disclosing Party, except as specified in this Agreement. This Agreement is made solely for the purpose of protecting Confidential Information. This Agreement does not create a joint venture, agency, or any other business arrangement relationship. Any business relationship or business transaction between the parties is made pursuant to a separate written agreement.

8. No Transfer of Rights, Title, Or Interest

Each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its representatives.

9. Injunctive Relief

Recipient acknowledges that (a) as between the parties, the Confidential Information of the Disclosing Party is owned solely by the Disclosing Party (or its licensors) and constitutes a valuable trade secret, and proprietary Information which confers a competitive advantage, and (b) the unauthorized use or disclosure of the Confidential Information may cause irreparable harm and significant injury, for which remedies at law shall be inadequate. Accordingly, Recipient agrees that the Disclosing Party shall have the right to seek immediate injunctive relief enjoining any breach or threatened breach of this Agreement and the right to pursue any and all other rights and remedies at law or in equity for such breach.

10. Company Representations and Indemnification

The Company represents and warrants that by disclosing any information under this Agreement, Company is in strict compliance with all obligations it owes to any third parties, including any non-disclosure obligations Company owes to any third parties. Company expressly agrees that it will not, intentionally or unintentionally, disclose to Martin Aquatic any information that the Company is in possession of where Company owes a confidentiality or other obligation to a third party pertaining to such information, unless Company has permission from the third party to do so. The Company agrees that it shall indemnify, defend, and hold harmless Aquatic Design & Engineering, Inc., DBA Martin Aquatic Design & Engineering, and Martin Aquatic Design & Engineering, LLC., and Blue Mar Basins, LLC., Martin Aquatic, and its affiliates, and each of Aquatic Design & Engineering, Inc., DBA Martin Aquatic Design & Engineering, and Martin Aquatic Design & Engineering, LLC., and Blue Mar Basins, LLC., Martin Aquatic, (collectively, "Martin") and its Affiliates' respective officers, directors, employees, and agents from and against any losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") arising out of any breach of any of the representations, warranties, or covenants made by Company in this Agreement.

11. Limitation of Liability

EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 AND LIABILITY FOR BREACH OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Compliance with Laws

Recipient shall comply with all applicable laws with respect to its use and disclosure of the Confidential Information, including, but not limited to, the export laws of the United States.

13. Term

The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years or until either Party gives written notice. Upon termination of this Agreement for any reason, Recipient immediately shall cease use and shall require its Agents to cease use of the Confidential Information. Notwithstanding the foregoing, Confidential Information shall remain Confidential Information so long as it satisfies the definition in Paragraph 1 above. Notwithstanding the foregoing, the Company's indemnity obligations shall survive termination of this Agreement.

14. General

14.1 No Assignment. This Agreement may not be assigned by Recipient, in whole or in part, without the prior written consent of the Disclosing Party. Any purported assignment in violation of this section shall be null and void. The obligations of Recipient under this Agreement shall not terminate upon any assignment. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

14.2 No Waiver. The failure or delay by a party to enforce its rights hereunder shall not be deemed a subsequent waiver of that right or to waive enforcement of any other term or right.

14.3 Severability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions of this Agreement shall not be affected and shall remain in full force and effect.

14.4 Notices. All notices shall be sent by certified or registered mail, return receipt requested, or by recognized overnight courier (e.g., Federal Express, DHL) to the address of the receiving Party specified above (or at such different addresses as may be designated by either Party upon written notice to the other Party), and shall be deemed complete three days after mailing (if mailed) or upon delivery (if by overnight courier).

14.5 Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to conflicts of law's provisions. Recipient hereby consents to the personal jurisdiction and venue of the state and federal courts located in Orange County, Florida, with respect to any disputes arising hereunder, and expressly waives any defense of inconvenient forum.

14.6 Attorneys' Fees. In the event an action is brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its costs and reasonable attorneys' fees.

14.7 Representations. Each Party represents and warrants that it is authorized to enter into this Agreement and that entering into this Agreement does not violate any obligations that the Party owes to any third party. The Company further represents and warrants that it approached Martin Aquatic to engage in the Business Purposes and that its involvement in the Business Purpose does not, and is not intended to, interfere with any existing or prospective contractual relationship with any third party.

14.8 Entire Agreement. This Agreement contains the parties' entire understanding with respect to the subject matter hereof, and supersedes all prior agreements or understandings, whether oral or written. This Agreement shall not be modified except in writing.