Consulting Agreement (2005)Full Document 

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                              CONSULTING AGREEMENT

         This Consulting Agreement  ("AGREEMENT") is executed to be effective as
of November 30, 2004 (the "EFFECTIVE DATE") by and among Sealife Corporation,  a
Delaware  corporation  ("PARENT"),  SeaLife Marine Products,  Inc., a California
corporation  and indirect  wholly-owned  subsidiary of Parent  ("COMPANY"),  and
Michael Sahl, an individual (the "CONSULTANT"), with reference to the following:

                                    RECITALS

         Parent and Company  wish to retain the  Consultant  on a  non-exclusive
basis,  and the  Consultant  wishes to be  retained  by Parent and  Company,  to
provide to Parent and Company the "SERVICES" set forth below, all upon the terms
and subject to the conditions set forth in this Agreement.

                                    AGREEMENT

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, Parent, Company and the Consultant
agree as follows:

         1.       TERM.  Parent and Company hereby retain the Consultant and the
Consultant  accepts  this  appointment  by  Parent  and  Company,  for a  period
commencing  as of the  Effective  Date and  terminating  October  31,  2005 (the
"TERMINATION  DATE"),  unless  extended  by  mutual  agreement  of  the  parties
(collectively, the "TERM").

         2.       DUTIES   OF   CONSULTANT.    The   Consultant   will   perform
non-exclusive consulting services for Company as the parties may mutually agree,
including without limitation,  those services described on EXHIBIT A hereto (the
"SERVICES").  The Consultant will determine, in his sole discretion, the method,
details  and means of  performing  the  Services.  The  Consultant  shall not be
required to devote his full time and business  attention to the  performance  of
the Services.

         3.       COMPENSATION.

                  3.1      STOCK CONSIDERATION. As compensation for the Services
to be provided to Company during the Term,  Parent will issue to the Consultant,
sixteen  thousand six hundred sixty seven (16,667) shares of the common stock of
Parent on the last day of each calendar  month of the term,  beginning  November
30, 2004 (the "STOCK CONSIDERATION").  Company shall cause its transfer agent to
issue to and register in the name of the Consultant  certificates evidencing the
Stock Consideration to be received under this Section 3.1.

                  3.2      Unless  written  notice  is  otherwise  delivered  by
Company to  Consultant,  on the  Termination  Date, the Services shall be deemed
completed and satisfied in full and Consultant shall be deemed to have delivered
full consideration for the Stock Consideration as of such date.

         4.       NONDISCLOSURE.

                  4.1      ACCESS TO  CONFIDENTIAL  INFORMATION.  The Consultant
agrees  that  during  the Term,  the  Consultant  may have  access to and become
acquainted   with   confidential    proprietary    information    ("CONFIDENTIAL
INFORMATION")  which is owned by Company and is regularly  used in


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the  operation  of  Company's  business.  The  Consultant  agrees  that the term
"Confidential   Information"  as  used  in  this  Agreement  is  to  be  broadly
interpreted  and includes (i)  information  that has, or could have,  commercial
value for the  business  in which  Company is engaged,  or in which  Company may
engage  at a later  time,  and  (ii)  information  that,  if  disclosed  without
authorization,  could be detrimental to the economic  interests of Company.  The
Consultant agrees that the term  "Confidential  Information"  includes,  without
limitation,  any patent, patent application,  copyright,  trademark, trade name,
service mark,  service name,  "know-how,"  negative  "know-how,"  trade secrets,
customer  and  supplier  identities,  characteristics  and  terms of  agreement,
details of customer  or  consultant  contracts,  pricing  policies,  operational
methods, marketing plans or strategies, product development techniques or plans,
business   acquisitions  plans,   science  or  technical   information,   ideas,
discoveries,  designs,  computer programs  (including  source codes),  financial
forecasts,  unpublished financial information,  budgets, processes,  procedures,
formulae, improvements or other proprietary or intellectual property of Company,

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