MEMORANDUM OF UNDERSTANDING
                           ---------------------------


A.       Identified Parties

         1.       This Memorandum of Understanding (MOU) is an agreement entered
                  into and by the Buyer and Seller identified as:

                  a.       Seller: Seair Group, Inc.
                           6831 Edgewater Commerce Pkwy, #1110
                           Orlando, FL 32810
                           (407) 445-1035

                  b.       Buyer: SEAGLIDERS, LLC.

B.       Date of MOU

         1.       This MOU is validated by signature on August 31, 1999.

C.       Terms and Conditions

         1.       The terms and conditions of this MOU are solely and
                  exclusively expressed below.

         2.       The terms and conditions of this MOU may be revised or deleted
                  upon mutual written agreement by both parties.

         3.       This MOU is a mutual agreement between two parties and is
                  subject to signing a definite agreement with appropriate
                  representations and warranties.

         4.       Buyer Agrees To:

                  a.       Purchase the Seller's operating unit to include its
                           product line, assets, liabilities, and goodwill.

                  b.       Pay the Seller the equivalent of the Operating Assets
                           less the Operating Liabilities posted on the Seller's
                           balance sheet (unaudited) for the period ending
                           August 31, 1999.

                  c.       Release the Seller of all liabilities past, present
                           and future for all services, products and outstanding
                           invoices denoted in Attachment A to this document.

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         5.       Seller Agrees To:

                  a.       Sell its product line, assets, liabilities, and
                           goodwill.

                  b.       Establish and execute a credit to the purchase price
                           for the Buyer's full and unequivocal assumption of
                           the liabilities, which are listed with a fair value
                           on Attachment A to this document.

                  c.       In the event the remuneration as defined in paragraph
                           C.4b is less than $0.00, the Seller shall allow the
                           Buyer to negotiate a purchase of Company shares at a
                           discount to the average of the 30 day trailing market
                           price. The number of shares and sale price must be
                           approved by the Seller's BOD.

                  d.       Hold a Promissory Note issued by the Buyer for the
                           terms listed below:

                           1.       The Note shall be subordinate.

                           2.       The Note shall bear simple interest on the
                                    outstanding principal balance hereof at the
                                    rate of six percent (6%) per annum.

                           3.       Interest shall be payable annually on the
                                    first business day following the anniversary
                                    date of the Note in each calendar year.

                           4.       The Note shall be due and payable in full at
                                    three (3) years from date of Note.

                  e.       Not manufacture, market or sell a competing product
                           line within three (3) years from date of sale.

         D.       Execution of MOU

                  1.       This MOU is formally executed upon the following
                           signatures.

                  /s/ Patrick Walsh
                  -----------------
                  (Buyer Signature)

                  /s/ Steven H. Kerr
                  ------------------
                  (Seller Signature)


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                                  ATTACHMENT A

A.       Statement of Seller's Liabilities Assumed by the Buyer

         1.       Buyer agrees to assume the following liabilities:

                  a.       All repairs to and replacement of parts or Products
                           manufactured, assembled and/or sold prior to the
                           execution of this agreement.

                  b.       All existing and open contracts between the Seller
                           and its vendors.

                  c.       All outstanding debts due to customers for returned
                           Products.

                  d.       All undelivered Products paid in partial or full by
                           customers.

         2.       Seller agrees to assign the following value to the liabilities
                  listed above:

                  a.       $25,000 for all repairs to and replacement of parts
                           or Products manufactured, assembled and/or sold prior
                           to the execution of this agreement.

                  b.       $30,000 for all existing and open contracts between
                           the Seller and its vendors.

                  c.       $16,000 for all outstanding debts due to customers
                           for returned Products.

                  d.       $50,000 for all undelivered Products paid in partial
                           or full by customers.

         B.       The undersigned due hereby agree to all the assumptions and
                  value of liabilities listed above.


                  /s/ Steven H. Kerr
                  ------------------
                  Seair Group, Inc.


                  /s/ Patrick Walsh
                  -----------------
                  SeaGliders, LLC