**Exhibit
      10.2**




This
      Amended and Restated Master License Agreement (this “Agreement”) is made the [ ]
      day of November, 2006 between Sea
      Sun
      Capital Corporation, a Delaware corporation (the “Licensor”) and Sea
      Sun
      Enterprises Incorporated, a
      Barbados corporation (the “Licensee”).




WHEREAS,
      the Licensor is the owner of the Intellectual Property identified in Schedule
      A
      hereto; and




WHEREAS,
      the Licensor has developed a business operating model for establishment and
      operation of business outlets in warm weather tourist destination locations
      which offer and sell Eco-Tours to consumers and others using the Licensor’s *SEA
      SPI I* *TM* , *SEA
      SPI II* *TM* ** and
      other
      watercraft developed and to be developed by the Licensor (the
      “Business”) ;
      and




WHEREAS,
      the Licensor and the Licensee entered into a Master License Agreement made
      as of
      the 29th day of June, 2006 (the “Original Agreement”) pertaining to Licensee’s
      use of the Intellectual Property in connection with its operation of the
      Business; and




WHEREAS,
      the Licensor and the Licensee desire to amend and restate the Original Agreement
      in the manner and to the extent provided herein,




NOW,
      THEREFORE, inconsideration of the foregoing, and the mutual terms and provisions
      hereinbelow set forth, it is agreed, as follows:




1.  Definitions .
      In this
      Agreement the following terms shall have the following meanings:




(a)  Agreement has the
      meaning attributed thereto in the preamble.




(b)  Confidential
      Information **** has
      the
      meaning attributable thereto in Section 10(b) .




(c)  Cruise
      Line means
      any owner or operator of a fleet of cruise ships that convey passengers to
      warm
      water ocean destinations, e.g. ,
      Carnival Cruise Lines, Royal Caribbean Cruises Ltd. and Norwegian Cruise
      Line.




(d)  Eco-Tour means a
      supervised ecologically friendly excursion by a consumer or other customer
      of a
      Partner Association member, the Licensee or a Water Sports Operator on a *SEA
      SPI I* or *SEA
      SPI II* .




(e)  Intellectual
      Property **** means
      all
      trademarks (including the name “Sea Sun”), patents, copyrights and/or
      applications for trademarks, patents and copyrights, reissues, modifications,
      divisions and extensions thereof which are now held or hereafter acquired by
      the
      Licensor in any and all jurisdictions in connection with the Business all as
      more particularly described and set forth in Schedule “A” annexed
      hereto.




(f)  Licensee
      Financed Location means a
      Location which has been established by the Licensee without any
      Licensor-provided financing and for which the Licensor has not paid any Set-Up
      Fee to the Licensee.




(g)  Licensor
      Financed Location means a
      Location which has been established by the Licensee with Licensor-provided
      financing and/or for which the Licensor has paid a Set-Up Fee to the
      Licensee.









(h)  Licensor’s
      Trademarks has
      the
      meaning attributable thereto in Section 6(b) .




(i)  Location means an
      Eco-Tour business operating outlet approved by the Licensor at which a Partner
      Association, the Licensee or a Water Sports Operator offers and sell Eco-Tours
      to consumers.




(j)  Location
      Agreement Effective Date means
      the date specified as such in the Location Agreement or, if no such date is
      specified, the date when sales of Eco-Tours are first offered to the public
      at
      the Location in question.




(k)  Location
      Agreement Initial Term has the
      meaning attributable thereto in Section 5(d)(i)(1) .




(l)  Location
      Agreement Renewal Term has the
      meaning attributable thereto in Section 5(d)(i)(2) .




(m)  Location
      Agreement Term means
      the Location Agreement Initial Term together with all Location Agreement Renewal
      Terms.




(n)  Loss has
      the
      meaning attributable thereto in Section 8(a) .




(o)  Partner
      Organization means
      any business entity, association or other organization with whom the Licensor
      has entered into an agreement providing for the rental of *Sea
      Spi I* and/or *Sea
      Spi II* watercraft by the Licensor to the members, owners, partners, associates or
      affiliates thereof, e.g. ,
      The
      Professional Association of Diving Instructors.




(p)  Renewal
      Term has the
      meaning attributable thereto in Section 9(b) .




(q)  Replacement
      License has the
      meaning attributable thereto in Section 5(d)(vi) .




(r)  Set-Up
      Fee means
      the amount payable by the Licensor to the Licensee for trailers and dollies,
      boat storage facilities, signage, brochures, initial marketing and miscellaneous
      items in order to prepare a Location for commencement of
      operations.




(s)  *Sea
      Spi I and Sea Spi II* means
      the electrically powered personal watercraft bearing such names which are
      manufactured, distributed and sold by the Licensor.




(t)  Term has the
      meaning attributable thereto in Section 9(a) .




(u)  Water
      Sports Operator means a
      person or business entity which has entered into a sublicense or other contract
      with the Licensee to offer and sell Eco-Tours at one or more
      Locations.




2.  Grant
      of Rights




(a)  Licensing
      and Sublicensing .
      Subject
      to the provisions of this Agreement, the Licensor hereby grants to the
      Licensee:




(i)  the
      exclusive, non-transferable, worldwide right and license to operate the Business
      at Locations approved by the Licensor and to use the Intellectual Property
      in
      connection therewith; and




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(ii)  the
      right
      and license to enter into sublicenses with Water Sports Operators, in the form
      annexed hereto as Schedule B, regarding the operation of the Business and use
      of
      the Intellectual Property at specified Locations in accordance with the terms
      and provisions thereof.




(b)  Exclusions .
      The
      rights and licenses granted herein are subject to the following exclusions
      and
      reservations:




(i)  Personal
      Watercraft Sales .
      The
      licenses conferred under this Agreement shall not prohibit the Licensor from
      selling *Sea
      Spi I* and/or *Sea
      Spi II* watercraft to Cruise Lines or any other person or entity, provided , that ,
      such
      purchasers shall not employ such watercraft in connection with the offer and
      sale of Eco-Tours.




(ii)  Partner
      Organizations .
      The
      licenses conferred under this Agreement shall not prohibit the Licensor from
      renting *Sea
      Spi I* and/or *Sea
      Spi II* watercraft to the members, owners, partners, associates or affiliates of any
      Partner Organization, provided , that ,
      the
      party renting such watercraft shall not employ them in connection with the
      offer
      and sale of Eco-Tours.




3.  Licensor’s
      Responsibilities .




(a)  Manufacture
      and Delivery of Watercraft .
      The
      Licensor shall cause reputable watercraft manufacturers to manufacture *Sea
      Spi I* and *Sea
      Spi II* watercraft in sufficient quantities to provide for the needs of each Location.
      The Licensor shall deliver, or shall cause such manufacturers to deliver the
      watercraft to their assigned Locations.




(b)  Training
      and Assistance Regarding the Business .
      The
      Licensor shall furnish training to the Licensee with regard to the operation
      of
      the Business. The Licensor shall advise the Licensee from time to time regarding
      the operation of the Business at the Locations. In addition, the Licensor shall
      furnish guidance to the Licensee with respect to:




(i)  standards,
      specifications and operating procedures and methods to be utilized by the
      Licensee and its sublicensees in connection with the conduct of the Business
      at
      the Locations;




(ii)  purchasing
      products, equipment, signs, materials and supplies to be employed in the
      operation of the business; and




(iii)  advertising
      and marketing programs.




(c)  Protection
      of Intellectual Property .
      The
      Licensor shall take such actions as it deems necessary and advisable to protect
      and enforce its interests in the Intellectual Property.




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4.  Licensee’s
      Responsibilities .




(a)  General .
      The
      Licensee shall use its best efforts to promote the Business at each Location.




(b)  Identification
      of Suitable Locations .
      The
      Licensee shall perform such actions as shall be reasonably necessary to
      determine suitable venues for the establishment of Locations throughout the
      world.




(c)  Staffing .
      The
      Licensee shall hire, train and properly supervise a staff of area managers
      and
      other personnel who shall be responsible for:




(i)  identifying
      suitable Location venues;




(ii)  identifying
      Water Sports Operators to operate the Business and offer and sell Eco-Tours
      at
      various Locations as Licensee’s sublicensees;




(iii)  providing
      suitable training to Water Sports Operators and their personnel with regard
      to
      the operation of the Business at, and the maintenance of the *Sea
      Spi I* and *Sea
      Spi II* watercraft assigned to, each Location; and




(iv)  undertaking
      to create, acquire and provide initial marketing programs and materials at
      each
      Location, and/or supervising the efforts of third party providers of marketing
      materials and services, in connection with their provision of such initial
      marketing programs.




(d)  Coordination
      of Equipment Delivery .
      The
      Licensee shall coordinate with the Licensor in connection with the transport
      and
      delivery of the *Sea
      Spi I* and *Sea
      Spi II* watercraft to be operated at each Location.




(e)  Delivery
      of Products and Materials .
      The
      Licensee shall be responsible for the delivery of all products and materials
      to
      be employed in connection with the operation of the Business at each
      Location.




(f)  Equipment
      Maintenance .
      The
      Licensee shall use its best efforts to maintain, or to cause its sublicensees
      to
      maintain, all *Sea
      Spi I* and *Sea
      Spi II* watercraft in proper working condition.




5.  Location
      Agreements .
      Each
      Location shall be operated by the Licensee or by a Water Sports Operator who
      has
      entered into a sublicense pertaining to its operation thereof. The terms,
      covenants and conditions pertaining to the operation of each Location shall
      be
      governed by the terms of this Section 5 and by
      the specific terms of the Location Agreement to be executed by the Licensor
      and
      the Licensee with respect to such Location. Each such Location Agreement shall
      be in the form annexed hereto as Schedule C, and to the extent that any of
      the
      terms set forth in a Location Agreement shall conflict with the terms set forth
      in this Section 5 ,
      the
      terms of the Location Agreement shall govern the resolution of such
      conflict.




(a)  Location
      Approval and Start-Up Costs .
      No
      Location proposed by the Licensee shall be established unless and until the
      Licensor accepts such proposal. All Locations that Licensor, upon its own
      initiative, decides to establish, or that the Licensee proposes and the Licensor
      accepts, shall be Licensor Financed Locations, unless the Location Agreement
      provides otherwise.




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(b)  Licensor
      Financed Locations .




(i)  Set-Up
      Fee .
      The
      Licensor shall pay a Set-Up Fee to the Licensee with regard to each Licensor
      Financed Location. The amount of the Set-Up Fee shall be $35,000 per Location
      unless otherwise specified in the Location Agreement.




(ii)  License
      Fee .
      In
      consideration of the licenses granted to the Licensee hereby, during the
      Location Agreement Initial Term set forth in the Location Agreement, unless
      otherwise provided therein, the Licensee shall pay a monthly license fee to
      the
      Licensor of $275 for each *Sea
      Spi I* and $550
      for each *Sea
      Spi II* assigned
      to a Location. All such payments shall be made on the first day of each month
      of
      the Location Agreement Initial Term any Location Agreement Renewal Term by
      wire
      transfer of immediately available funds to such bank account as may be
      designated by the Licensor. In the event that a Location Agreement provides
      for
      any renewal thereof, the amount of the monthly licensee fee to be paid during
      any such Location Agreement Renewal Term shall be determined in the manner
      provided in the Location Agreement.




(iii)  Boat
      Rental Fee .
      In
      consideration for the Licensee’s use, either directly, or through a Water Sports
      Operator sublicensee, of the *Sea
      Spi I* and *Sea
      Spi II* watercraft assigned to a Location, during the Location Agreement Initial Term
      set forth in the Location Agreement, unless otherwise provided therein, the
      Licensee shall pay a boat rental fee to the Licensor of $400 for each *Sea
      Spi I* and $800
      for each *Sea
      Spi II* assigned
      to a Location. All such payments shall be made on the first day of each month
      of
      the Location Agreement Initial Term any Location Agreement Renewal Term by
      wire
      transfer of immediately available funds to such bank account as may be
      designated by the Licensor. In the event that a Location Agreement provides
      for
      any renewal thereof, the amount of the boat rental fee to be paid during any
      such Location Agreement Renewal Term shall be determined in the manner provided
      in the Location Agreement.




(c)  Licensee
      Financed Locations .




(i)  Set-Up
      Financing .
      In the
      event that a Location Agreement provides that the Location in question shall
      be
      a Licensee Financed Location, the Licensee shall be responsible for the payment
      or financing the costs of all for trailers and dollies, boat storage facilities,
      signage, brochures, initial marketing and miscellaneous items in order to
      prepare a Location for commencement of operations.




(ii)  One-Time
      License Fee .
      In
      consideration of the licenses granted to he Licensee hereby, unless otherwise
      provided in the Location Agreement: (1) the Licensee shall pay a one-time only
      license fee to the Licensor of $14,375 for each *Sea
      Spi I* and
      $28,750 for each *Sea
      Spi II* assigned
      to a Location; and (2) the payment of such fee shall be made on or before the
      date of delivery of the watercraft to the Location by wire transfer of
      immediately available funds to such bank account as may be designated by the
      Licensor.




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(iii)  Boat
      Rental Fee .
      In
      consideration for the Licensee’s use, either directly, or through a Water Sports
      Operator sublicensee, of the *Sea
      Spi I* and *Sea
      Spi II* watercraft assigned to a Location, during the Location Agreement Initial Term
      set forth in the Location Agreement, unless otherwise provided therein, the
      Licensee shall pay a boat rental fee to the Licensor of $400 for each *Sea
      Spi I* and $800
      for each *Sea
      Spi II* assigned
      to a Location. All such payments shall be made on the first day of each month
      of
      the Location Agreement Initial Term and any Location Agreement Renewal Term
      by
      wire transfer of immediately available funds to such bank account as may be
      designated by the Licensor. In the event that a Location Agreement provides
      for
      any renewal thereof, the amount of the boat rental fee to be paid during any
      such Location Agreement Renewal Term shall be determined in the manner provided
      in the Location Agreement.




(d)  General
      Terms Applicable to Each Location Agreement .




(i)  Initial
      and Location Agreement Renewal Terms .
      Unless
      the Location Agreement otherwise provides:




(1)  the
      initial term of each Location Agreement shall commence on the Location Agreement
      Effective Date and shall end on the fifth anniversary of the Location Agreement
      Effective Date (the “Location Agreement Initial Term”); and




(2)  each
      Location Agreement shall be automatically renewed for additional periods of
      one
      year (each, a “Location Agreement Renewal Term”) commencing on the first
      anniversary of the Location Agreement Effective Date, and on the anniversary
      of
      the date of commencement of the then current Location Agreement Renewal Term,
      as
      the case may be, unless either party gives notice to the other of its intention
      not to renew the Location Agreement beyond the end of the initial term or the
      then current Location Agreement Renewal Term, as the case may be. No such
      notice shall be effective unless given not later than six months prior to the
      Location Agreement Initial Term or the then current Location Agreement Renewal
      Term, as the case may be.




(ii)  Conditional
      Limitation on Length of Term .
      Each
      Location Agreement shall provide that, not withstanding any contrary provision
      contained therein, the Location Agreement Term thereof shall not extend beyond
      the date when this Agreement shall expire.




(iii)  Insurance .
      In
      addition to such insurance coverages as the Licensee may maintain for itself
      at
      each Location, the Licensee shall secure and keep in full force and effect
      throughout the Location Agreement Term, at its expense: (1) comprehensive
      general liability insurance, written on an occurrence basis, to afford
      protection of no less than $5,000,000 combined single limit for bodily injury
      and property damage including personal injury coverage at each Location; and
      (2)
      equipment rental, fire and theft insurance providing replacement value coverage
      for each *Sea
      Spi I* and *Sea
      Spi II* assigned
      to each Location in the respective amounts of $2,500 and $4,500. The Licensee
      shall have the right to insure and maintain the insurance coverages set forth
      in
      this Section under blanket or umbrella insurance policies covering other
      Locations so long as such blanket or umbrella policies comply as to terms and
      amounts with the insurance provisions set forth in this Section without the
      possibility of reduction or coinsurance by reason of, or damage to person,
      property or equipment any other Locations named therein. If the insurance
      required by this Section shall be effected by any such blanket or umbrella
      policies, the Licensee shall furnish to the Licensor certified copies or
      duplicate originals of such policies or executed certificates thereof, with
      schedules thereto attached showing the insurance afforded by such policies
      applicable to the Locations. All such insurance shall be written in form and
      substance reasonably satisfactory to the Licensor by an insurance company and
      with general policy holder’s ratings of not less than A and a financial rating
      of at least VII, as rated in the most current available “Best’s” insurance
      reports, or the then equivalent thereof. All such insurance shall have a term
      of
      not less that one year. Upon failure of the Licensee to procure, maintain and
      place such insurance and pay all premiums and charges therefor, the Licensor
      may
      (but shall not be obligated to) do so and in such event the Licensee shall
      pay
      the amount thereof to the Licensor within five business days after demand.
      All
      policies of insurance procured by the Licensee shall contain endorsements
      providing that a) the Licensor shall be named as an additional insured
      thereunder to the extent that its interests may bear; b) such policies may
      not
      be canceled, allowed to lapse or materially changed without at least 30 days’
prior written notice from the insurance company to the Licensor; and c) the
      Licensee shall be solely responsible for the payment of premiums therefor
      notwithstanding that the Licensor is named as an additional insured. Duly
      executed certificates of insurance or, original policies, together with
      reasonably satisfactory evidence of payment of the premiums therefor, shall
      be
      delivered to the Licensor on or before the Location Agreement Commencement
      Date
      pertaining to each Location. Evidence of all endorsements to any such policies
      shall also be so delivered to the Licensor upon issuance thereof and evidence
      of
      each renewal or replacement of a policy shall be delivered to the Licensor
      at
      least 20 days prior to the expiration of such policy. The obligation to provide
      insurance pursuant to this Section may be satisfied by naming the Licensor
      as an
      additional insured under one or more existing policies of insurance, including,
      without limitation, policies of insurance obtained by sublicensees, with
      coverage limits in conformity herewith and providing the Licensor with a
      certificate of insurance to that effect.




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(iv)  Maintenance .
      The
      Licensee shall be responsible for maintaining, or causing reputable third party
      providers of watercraft maintenance services to maintain, the *Sea
      Spi I* and *Sea
      Spi II* watercraft assigned to each Location.




(v)  Termination .
      The
      Licensor shall have the right to terminate any Location Agreement in the event
      that the Licensee:




(1)  fails
      to
      pay when due any boat rental fee, license fee or other amount due and owing
      thereunder; or




(2)  fails
      to
      remedy a failure to comply with any other obligation due and owing thereunder
      after Licensor shall give notice of Licensee’s failure to so comply and of
      Licensor’s intention to terminate the Location Agreement if such failure of
      compliance is not remedied within 10 days after Licensee’s receipt of such
      notice.




(vi)  Effects
      of Termination .
      Upon
      termination of a Location Agreement, the sublicense between the Licensee and
      any
      Water Sports Operator who had been conducting the Business at the subject
      Location shall also terminate. Licensor may, if it elects to do so, enter into
      a
      new Location Agreement with that Water Sports Operator (a “Replacement
      License”). If the Licensor elects not to enter into a Replacement License, the
      Licensee shall return forthwith to the Licensor all *Sea
      Spi* watercraft in the possession of the Licensee and/or the Water Sports Operator
      at
      such Location, and shall account to the Licensor for any and all Eco-Tour sales
      to the date of termination and shall pay the applicable boat rental and
      licensing fees within 10 days of the date of such termination.




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6.  Licensor’s
      Intellectual Property




(a)  Intellectual
      Property Ownership .
      All use
      of the Intellectual Property pursuant to this Agreement by the Licensee and
      its
      sublicensees will inure to the benefit of the Licensor. The Licensee recognizes
      the great value of the Intellectual Property to the Licensor, and neither the
      Licensee nor its sublicensees, during the Term of this Agreement or thereafter,
      will attack the Licensor’s title in and to the Intellectual Property in any
      jurisdiction or attack the validity of this license or any sublicense under
      it.




(b)  Trademark
      Display and Marking .
      The
      Licensee and its sublicensees will display all of the Licensor’s registered and
      unregistered trademarks identified on Schedule A (the “Licensor’s Trademarks”)
      only in such form and manner as are permitted by law. The Licensee shall, and
      shall use reasonably commercial efforts to cause its sublicensees, to cause
      to
      appear on all advertising, promotional and display materials, and on all
      stationery and transaction documents displaying Licensor’s Trademarks such
      legends, markings and notices as may be legally required in each Location’s
      jurisdiction as the Licensor may reasonably request.




(c)  Prohibited
      Trademark Uses .
      The
      Licensee will not use the Licensor’s Trademarks, and shall use all commercially
      reasonable efforts to assure that its sublicensees do not use the Licensor’s
      Trademarks, (i) as part of a trademark combining the Licensor’s Trademarks with
      another mark (except with Licensor’s prior consent), (ii) as a corporate name,
      trade name or any other designation to identify the Licensee or its sublicensee,
      or (iii) in any manner other than as a trademark.




(d)  Quality
      Control Procedures - Advertising Materials .
      The
      Licensee shall cause its sublicensees to periodically submit to the Licensee,
      and the Licensee shall periodically submit to the Licensor, copies of all
      advertising and promotional and display material, and all stationery and
      transaction documents employed by the Licensee and its sublicensees, which
      display any of the Licensor’s Trademarks, and Licensee shall, and shall cause
      its sublicensees, to discontinue the use of any such materials which do not
      satisfy the requirements set forth in this Agreement.




(e)  The
      “Sea Sun” Name .
      The
      Licensee acknowledges that the name “Sea Sun” is part of the Licensor’s
      Intellectual Property, and that: (i) the Licensor is the sole owner of all
      right, title and interest in such name; (ii) the Licensee has been granted
      the
      right and license to use the name “Sea Sun” only in accordance with the terms
      and subject to the conditions of this Agreement during the Term hereof; and
      (iii) the Licensee’s use of such name as part of the name of its corporation,
      and in all literature and media of every nature and description shall not confer
      any rights of ownership in such name upon the Licensee.




7.  Representations
      and Warranties .




(a)  By
      the
      Licensor .
      The
      Licensor represents and warrants as follows:




(i)  the
      Licensor represents and warrants that it has full right, power and authority
      to
      enter into this Agreement and to grant the rights, licenses and privileges
      hereby granted by it to the Licensee, and that no consent of any third party
      is
      required to permit the Licensor to execute this Agreement and to perform its
      obligations hereunder, or to permit the Licensee to exercise fully the rights
      granted hereunder; and




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(ii)  the
      Licensor represents and warrants that 1) it is the owner of all right, title
      and
      interest in and to the Intellectual Property for use in connection with the
      operation of the Business; 2) the Licensee’s and its sublicensees’ use of the
      Intellectual Property in accordance with this Agreement will not infringe on
      or
      interfere with the rights of third parties; and 3) the Licensor is not aware
      of
      any infringements of the Intellectual Property and has no knowledge of any
      pending conflicts with respect thereto.




(b)  By
      the
      Licensee .
      The
      Licensee represents and warrants as follows:




(i)  it
      has
      the right to enter into this Agreement; and




(ii)  this
      Agreement has been duly authorized by all necessary action on its part and
      constitutes the valid and binding obligation of the Licensee enforceable against
      it in accordance with its terms.




8.  Indemnities .




(a)  By
      the
      Licensee .
      The
      Licensee shall defend, indemnify and hold harmless the Licensor with respect
      to
      any liabilities, damages, losses, costs or expenses (including reasonable
      attorneys' fees and expenses) (any or all of the foregoing herein referred
      to as
“Loss”) insofar as such Loss (or actions in respect thereof) arises out of or is
      based on (i) any breach or alleged breach of any of the representations,
      warranties or agreements made by the Licensee in this Agreement, or (ii) any
      acts or omissions of the Licensee or its agents or employees in connection
      with
      the Licensee’s performance of this Section 8(a) .
      The
      provisions of this paragraph will survive the expiration or termination of
      this
      Agreement.




(b)  By
      Licensor .
      The
      Licensor shall defend, indemnify and hold harmless the Licensee with respect
      to
      any Loss insofar as such Loss arises out of or is based on (i) any breach or
      alleged breach of any of the representations, warranties or agreements made
      by
      the Licensor in this Agreement, (ii) any acts or omissions of the Licensor
      or
      its agents or employees, or (iii) any infringement or alleged infringement
      of
      any patent, trademark or other proprietary right of a third party by the use
      of
      the Intellectual Property in accordance with this Agreement in any jurisdiction
      in which a Location is established and operated by the Licensee or one of its
      sublicensees. Additionally, in the event of any infringement or alleged
      infringement of any patent, trademark or other proprietary right of a third
      party by the Intellectual Property, Licensor shall use its reasonable efforts
      promptly to procure, at its sole cost and expense, the right for the Licensee
      to
      continue to use the Intellectual Property in question, subject to the terms
      of
      this Agreement, so that the Licensee’s use and enjoyment of the rights granted
      hereunder is uninterrupted. The rights of indemnification hereunder shall extend
      to any sublicensee of the Licensee hereunder. The provisions of this Section 8(b) will
      survive the expiration or termination of this Agreement.




(c)  Enforcement
      against Infringers .
      In the
      event that the Licensee becomes aware of any activities or events which it
      suspects may constitute an infringement by one or more third parties of the
      rights granted to the Licensee under this Agreement, the Licensee shall promptly
      in its sole discretion and at its expense, take such actions as it may deem
      necessary and appropriate to protect and defend the rights granted in this
      Agreement, including, but not limited to, the institution of appropriate legal
      proceedings. Upon the request of the Licensee, the Licensor shall join in any
      such actions or proceedings. The Licensee shall bear the costs and expense
      of
      such legal proceedings except in the event the Licensor had knowledge of such
      infringing activities or events prior to the execution of this Agreement, in
      which event the Licensor shall bear the costs and expenses of protecting and
      defending the Intellectual Property in question. The party bearing the costs
      and
      expenses of such legal proceedings shall be entitled to retain all monetary
      recoveries resulting from such actions or proceedings or their
      settlement.




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9.  Term
      and Termination .




(a)  Term .
      The
      term of this Agreement shall be effective as of the date of this Agreement
      and
      shall continue in full force and effect for a term of 10 years from the
      effective date or until terminated pursuant to the terms of this Agreement
      (the
“Term”).




(b)  Renewal
      Term .
      Provided that the Licensee is not then in default under this Agreement the
      Licensee may, no earlier than the eighth month prior to the end of the Term
      and
      no later than the first day of the sixth month prior to the end of the Term,
      renew this Agreement for an additional period of 10 years.




(c)  Termination .
      The
      Licensor shall have the right to terminate this Agreement in the event that
      the
      Licensee:




(1)  fails
      to
      pay when due any boat rental fee, license fee or other amount due and owing
      under any Location Agreement; or




(2)  fails
      to
      remedy a failure to comply with any other obligation due and owing under this
      Agreement or under any Location Agreement after Licensor shall give notice
      of
      Licensee’s failure to so comply and of Licensor’s intention to terminate this
      Agreement or the Location Agreement in question, as the case may be, if such
      failure of compliance is not remedied within 10 days after Licensee’s receipt of
      such notice;




(3)  assigns
      or attempts to assign its rights, or delegates or attempts to delegate its
      duties or obligations, under this Agreement or any Location Agreement, including
      any assignment, attempted assignment, delegation or attempted delegation
      occurring as a result of a change of more than 50% of the beneficial ownership
      or voting control of the Licensee, in each case without the prior written
      consent of the Licensor;




(4)  shall
      a)
      voluntarily dissolve, liquidate or terminate operations or apply for or consent
      to the appointment of, or the taking of possession by, a receiver, custodian,
      trustee or liquidator of the Licensee or of all or of a substantial part of
      its
      assets, b) admit in writing its inability, or be generally unable, to pay
      its debts as the debts become due, c) make a general assignment for the
      benefit of its creditors, d) commence a voluntary case under any applicable
      bankruptcy code (as now or hereafter in effect), e) file a petition seeking to
      take advantage of any other law relating to bankruptcy, insolvency,
      reorganization, winding-up, or composition or adjustment of debts, f) fail
      to controvert in a timely and appropriate manner, or acquiesce in writing to,
      any petition filed against it in an involuntary case under any applicable
      bankruptcy code, or g) take any corporate action for the purpose of
      effecting any of the foregoing;




*Page
          10*




(5)  shall
      have rendered against it a judgment in excess of $25,000 which shall remain
      undischarged, undismissed and unstayed for more than ten days (except judgments
      validly covered by insurance with a deductible of not more than $5,000) or
      shall
      have levied upon it any attachment, garnishment or other seizure of any of
      the
      Licensee’s assets by reason of the issuance of any tax levy, judicial attachment
      or garnishment or levy of execution; or




(6)  shall
      experience any change in its condition (business, financial or otherwise) which,
      in the reasonable opinion of the Licensor, could have a material adverse effect
      upon the properties, business, prospects or condition (business, financial
      or
      otherwise) of the Licensee.




(d)  Effects
      of Termination .
      Upon
      termination of this Agreement, the Licensee shall immediately forfeit its right
      to conduct the Business and to use the Intellectual Property. In such event,
      the
      Licensee shall forthwith (i) suspend all activity relating to the Business
      and
      this Agreement; and (ii) return to the Licensor all Confidential Information,
      products and marketing material in its possession or under its control including
      without limiting the generality of the foregoing, all *Sea
      Spi* watercraft in the possession of the Licensee and its sublicensees.
      Notwithstanding the termination of this Agreement, the Licensee shall account
      for any and all Eco-Tour sales to the date of termination and shall pay the
      applicable boat rental and licensing fees within 10 days of the termination.
      At
      the option of the Licensor, the Licensee shall assign and transfer to the
      Licensor (or otherwise as the Licensor may direct) all sublicenses made between
      the Licensee and its sublicensees.




10.  Confidential
      and Personal Information .




(a)  Non-Disclosure
      of Confidential Information .
      The
      Licensee covenants and agrees that it shall not disclose any Confidential
      Information without the prior written consent of the Licensor.




(b)   Confidential
      Information - Definition .
      “Confidential Information” shall the mean contents of this Agreement, and any
      tangible or intangible information or materials disclosed by the Licensor to
      the
      Licensee that pertain to the concept of the Business, the procedures,
      methodologies and practices employed or to be employed in operating the
      Business, the finances and financial condition of the Licensor, the set-up,
      boat
      rental and license fees charged by the Licensor under this Agreement and the
      Location Agreements and the corresponding fees charged or to be charged by
      the
      Licensee to its sublicensees (whether disclosed orally, in writing, in
      electronic format or otherwise), including but not limited to computer programs
      and systems; processes, methods and techniques; equipment; data; reports;
      financial statements and information; know-how; designs; concepts; ideas;
      existing and proposed contracts with third parties; corporate guidelines; logos;
      and business plans, including information concerning the existence and scope
      of
      activities of any research, development, marketing or other projects of the
      Licensor, which are furnished, disclosed, learned or otherwise acquired by
      the
      Licensee during or in the course of discussions or otherwise pursuant to this
      Agreement. “Confidential Information” shall not include information
      which:




(i)  at
      the
      time of disclosure to the Licensee is or thereafter becomes part of the public
      domain through no act or omission of the Licensee or its employees or
      agents;




*Page
          11*




(ii)  is
      hereafter lawfully disclosed to the Licensee by a person not known to be under
      an obligation of confidentiality to the Licensee with respect to such
      information; or




(iii)  is
      hereafter independently developed, as shown by written records maintained
      contemporaneously with such development, by the Licensee, or by persons acting
      for the Licensee having no knowledge of or access to any Confidential
      Information.




(c)  Non-Disclosure
      of Personal Information .
      The
      Licensee agrees that it shall not, without the prior written consent of the
      Licensor, disclose or make available any “Personal Information”, as such term is
      defined in the Canadian Personal Information Protection and Electronic Documents
      Act, that it may receive or derive in connection with the operation of the
      Business to any person or entity except for designated employees of the Licensee
      who have a need to access the Personal Information in connection with the use
      thereof by the Licensee in accordance with the terms of this Agreement. No
      such
      employee shall be designated by the Licensee to access the Personal Information
      unless such employee agrees to hold the Personal Information in confidence
      and
      to limit use of the Personal Information to the uses permitted hereby in
      accordance with a written covenant at least as restrictive as this covenant.
      The
      Licensee agrees that the Personal Information provided to it by the Licensor
      or
      any of its sublicensees shall only be used for such purposes as are specified
      by
      the Licensor and that the Licensee shall not sell, use, disclose or transfer
      the
      Personal Information to any other party or use the Personal Information for
      any
      other purpose other than the purposes specified in this Agreement. The Licensee
      shall follow all rules and regulations of the Licensor from time to time with
      respect to the use, destruction, retention and security of the Personal
      Information. At the end of the Term the Licensee shall destroy or return all
      Personal Information that has been provided to the Licensee and shall require
      all persons who were permitted to have access to the Personal Information
      pursuant to the terms of this Agreement to do the same.




11.  Miscellaneous
      Provisions .




(a)  Entire
      Agreement .
      This
      Agreement, together with the schedules annexed hereto, and the Location
      Agreements to be executed pursuant to the terms hereof, constitute the entire
      agreement between the parties with respect to the subject matter hereof and
      supersede all prior agreements, understandings and negotiations, both written
      and oral, between the parties with respect to the subject matter hereof. No
      representation, inducement, promise, understanding, condition or warranty not
      set forth herein has been made or relied upon by either party
      hereto.




(b)  Amendments;
      No Waivers .




(i)  Any
      provision of this Agreement may be amended if, and only if, such amendment
      is in
      writing and signed by the Licensor and the Licensee. Any provision of this
      Agreement may be waived by the Licensor and the Licensee if the waiver is in
      writing and signed by the parties to be bound.




(ii)  No
      failure or delay by either party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.




*Page
          12*




(c)  Governing
      Law .
      This
      Agreement shall be governed by the laws of the Province of Ontario and the
      laws
      of Canada as applicable therein. Each party hereby submits to the non-exclusive
      jurisdiction of the Province of Ontario in connection with this
      Agreement.




(d)  Dispute
      Resolution .
      Any
      dispute regarding the interpretation, compliance with or breach of this
      Agreement will be negotiated in good faith between the parties commencing upon
      written notice from one party to the other containing a summary of the dispute
      (the “Dispute Notice”). All negotiations will be confidential and inadmissible
      in any subsequent proceeding without both parties’ written consent. If the
      dispute is not resolved by negotiation within twenty (20) days following the
      receipt of the dispute notice, the parties will refer the dispute to a mediator
      acceptable to both parties for a non-binding mediation. The costs of the
      meditation shall be shared equally by the parties. If the dispute is not settled
      by mediation within fifty (50) days of receipt of the Dispute Notice, or if
      a
      mutually acceptable mediator is not selected within thirty (30) days of receipt
      of the Dispute Notice, the dispute shall be settled by binding arbitration
      as
      follows. Within sixty (60) days of receipt of the Dispute Notice, each party
      shall designate one arbitrator. Within seventy (70) days of receipt of the
      Dispute Notice, the two arbitrators so designated shall appoint a third
      arbitrator mutually acceptable to them, who shall alone hear and determine
      the
      dispute. If the two designated arbitrators are unable to agree upon a third
      arbitrator within seventy (70) days of receipt of the Dispute Notice, the third
      arbitrator shall be appointed by a Judge of the Ontario Court as soon as
      practicable. The arbitration shall be held in accordance with the provisions
      of
      the *Arbitration
      Act* (Ontario), S.O. 1991 c.17, with all hearings to take place in the Province
      of
      Ontario, unless otherwise agreed by the parties. Any judgment, decision or
      award
      rendered by such arbitrator shall be final and binding and shall not be the
      subject of any further court proceeding except in connection with the
      enforcement of any such award by a court of competent jurisdiction. The costs
      of
      arbitration, including legal fees and disbursements of the parties, shall be
      allocated by the arbitrator in the manner that the arbitrator, in his or her
      discretion, considers appropriate. This section does not affect the rights
      of
      the parties to seek injunctive relief when appropriate to enforce their
      respective rights hereunder.




(e)  Counterparts;
      Effectiveness .
      This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument. This Agreement shall become effective when each party
      hereto shall have received a counterpart, or facsimile of a counterpart, hereof,
      each signed by the other party or parties hereto or thereto. Delivery of an
      executed copy of this Agreement by facsimile transmission shall have the same
      effect as delivery of an originally executed copy of this Agreement, whether
      an
      originally executed copy shall be delivered subsequent thereto.




*Page
          13*




(f)  Notices .
      Any
      notices, consents, approvals, statements, authorizations, documents or other
      communications (collectively “Notices”) required or permitted to be given
      hereunder shall be in writing, and shall be delivered personally or by
      nationally recognized overnight express courier, mailed by ordinary mail,
      postage prepaid, or sent by facsimile transmission, email, or similar form
      of
      transmitted message, to the party for which it is intended at the address set
      forth hereunder, namely:




To
      the
      Licensor:





Sea
      Sun
      Capital Corporation


940
      Sheldon Court, Suite 201


Burlington,
      Ontario, Canada L7L 5K6


**Attention:**  **Greg
      Heller, Vice President**


**Tel:** (250)
      717-3003 Ext. 201


**Fax:** (905)
      257-3621





To
      the
      Licensee:





Sea
      Sun
      Enterprises Incorporated


Heritage
      House, Pinfold Street


P.O.
      Box
      479 GPO


Bridgetown,
      Barbados





**Attention:**  **William
      Bruce Flatt**





**Tel:** (246)
      437-9648


**Fax:** (246)
      429-5504





or
      at
      such other address as may be given by any of them to the other in writing from
      time to time. Such Notices, if mailed, shall be deemed to have been given on
      the
      fourth business day following such mailing, or, if delivered personally, by
      overnight courier, facsimile transmission, email or similar form of transmitted
      message, shall be deemed to have been given on the day of delivery, if a
      business day, or if not a business day, on the business day next following
      the
      day of delivery. In the event of a general discontinuance of postal service
      due
      to strike, lock-out or otherwise, Notices shall be delivered by hand or
      overnight courier and shall be deemed to have been received in accordance with
      this section.




(g)  Successors
      and Assigns .
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and permitted
      assigns.




(h)  Captions .
      The
      captions herein are included for convenience of reference only and shall be
      ignored in the construction or interpretation hereof.




(i)  Severability .
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of such provisions or the
      remaining provisions of this Agreement.




(j)  Further
      Assurances .
      Each of
      the parties to this Agreement agrees that it will promptly do, make, execute
      or
      deliver, or cause to be done, made, executed or delivered, all such further
      acts, documents and things as the other party hereto may reasonable require
      from
      time to time for the purpose of giving effect to the provisions of this
      Agreement and will use reasonable efforts to take all such steps as may be
      reasonably within its power to implement to their full extent the provisions
      of
      this Agreement. ****




[Signatures
      appear on the following page]




*Page
          14*


IN
      WITNESS WHEREOF this Agreement has been duly executed by the parties hereto
      as
      of the date first above written.




Sea
                Sun Capital CorporationBy:Graham
                Millington, President and Chief
              Executive
                officer  Sea
                    Sun Enterprises IncorporatedBy:William
                  Bruce Flatt, Director  By:Scott
                      James Jeffrey
                    Title:
                      _________________________________  By:Alan
                      Ross Schuler, Director
  *Page
                15*


**SCHEDULE
      “A”**





**INTELLECTUAL
      PROPERTY**





***Trademarks***





SEA
      SUN


SEA
      SPI
      I


SEA
      SPI
      II





***Copyrights***





The
      Licensor is entitled to copyright protection for all written works in connection
      with the Business including the following: brochures, website
      (www.seasuncapital.com), advertisements, manuals, designs, pamphlets, videos,
      and instruction materials.