SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (?Agreement?) made as of the 3rd day of July, 2007, by and between Jupiter Marine International Holdings, Inc., a Florida corporation (the ?Company?) and the individuals and entities on the signature page hereto (collectively referred to as the ?Affiliates?).

RECITALS:

WHEREAS, the Board of Directors and management of the Company believe that it is in the best interest of the Company and that the success of the Company will be better achieved by the completion of the transactions proposed under the Acquisition Agreement and Plan of Merger (?Merger Agreement?) dated even herewith by and between the Company and Diamond Information Institute, Inc. (?Acquisition Target?);

WHEREAS, the Merger Agreement provides for the disposition of the Company?s wholly owned interest in Jupiter Marine International, Inc. (?JMI?) and Phoenix Yacht Corporation (?PYC?) (JMI and PYC are collectively referred to herein as the ?Subsidiaries?) and all of its assets and all of the liabilities associated with the operations and business of the Subsidiaries;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

SECTION 1. EXCHANGE

Upon the terms and subject to the conditions of this Agreement, the Affiliates will at the Closing Date (as hereinafter defined), exchange 9,987,833 shares (the ?Shares?) of the Company?s common stock owned by the Affiliates, for all of the issued and outstanding shares of the Subsidiaries and all other assets of the Company on the Closing Date (the Subsidiaries and all other assets of the Company on the Closing Date are collectively referred to as the ?Operations?). Subject to the terms and conditions of this Agreement, on the Closing Date:

(1)   The Company shall deliver to the Affiliates (i) stock certificates representing the wholly owned interests in the Subsidiaries and (ii) right, title and interest to the Operations; and

(2)       The Affiliates shall tender the stock certificates representing the Shares, with accompanying stock powers, to the Company for cancellation and return to treasury.

SECTION 2.  ASSUMPTION OF LIABILITIES AND OTHER CONSIDERATION

Except as otherwise provided under the Merger Agreement, the Affiliates shall assume all of Company?s liabilities including all liabilities associated with the Subsidiaries, whether or not such liabilities are reflected on the books or records of Company on the

date hereof or on the Closing Date (collective all of the aforementioned liabilities are collectively the ?Liabilities?). Each Affiliate shall also return all outstanding options, warrants or other common stock purchase rights (collectively, the ?Options?) held by such Affiliate to the Company. The Options shall be canceled.

SECTION 3.  EFFECTIVE DATE AND THE CLOSING

The Closing Date (the ?Closing Date?) of this Agreement shall be prior to the closing of the Merger Agreement. The closing of this Agreement (the ?Closing?) shall occur at a mutually agreeable time and place, on the earliest practicable date following the day on which all of the obligations and conditions precedent herein are complied with but in no event later than the date of the Merger Agreement.

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF COMPANY

Company, to the best of its knowledge, makes the representations and warranties to Affiliates set forth below:

4.1      Corporate Power of Company. Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder.

4.2      Due Authority. Company has all power and authority necessary to enable it to carry out the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by them have been authorized by all necessary corporate action on the part of Company. This Agreement is a valid and binding agreement of Company, enforceable against the Company in accordance with its terms. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will violate, result in a breach of, or constitute a default under, any agreement or instrument to which Company is a party or by which the Company is bound, or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company.

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