Consulting Agreement (2005)Full Document 

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                                 AMENDMENT NO. 1
                                       TO
                              CONSULTING AGREEMENT


                  THIS   AMENDMENT   NO.  1  TO   CONSULTING   AGREEMENT   (this
"Amendment"),  effective as of January 20, 2005 (the "Effective  Date"), is made
and entered  into by and between  SEALIFE  CORPORATION,  a Delaware  corporation

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