Employment Agreement (2005)Full Document 

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                              EMPLOYMENT AGREEMENT

         This  Agreement  is made as of the 1st  day of  January,  2004,  by and
between SEALIFE  CORPORATION,  a Delaware corporation (the "Company") and Robert
McCASLIN (the "Employee").

                              W I T N E S S E T H:

         In consideration of the mutual covenants herein contained,  the parties
hereto agree as follows:

         1.       EMPLOYMENT.  The Company hereby employs  Employee and Employee
hereby  accepts such  employment  as President of the Company upon the terms and
subject to the conditions set forth in this Agreement.

         2.       TERM. The term of employment shall be for a period of five (5)
years  commencing  as of  January  1, 2004  (the  "Effective  Date"),  and shall
terminate  on  December  31,  2008,  unless  sooner  terminated  pursuant to the
provisions hereof.

         3.       DUTIES.

                  (a)      TITLE AND DESCRIPTION OF DUTIES. Employee shall serve
as President of Company.  In that  capacity,  Employee shall be in charge of all
operations of company,  and such other tasks and duties as needed by the company
or requested by the Board of Directors of Company.

                  (b)      CHANGE  OF  DUTIES.  The  duties of  Employee  may be
modified from time to time by the mutual consent of Company and Employee without
resulting   in  a  rescission   of  this   contract.   The  mutual   consent  of
Company/Employee    shall   constitute    execution   of   that    modification.
Notwithstanding  any such change,  the employment of Employee shall be construed
as continuing under the Agreement as modified.

                  (c)      LOYAL  AND   CONSCIENTIOUS   PERFORMANCE  OF  DUTIES.
Employee agrees that to the best of his ability and  experience,  Employee shall
render his exclusive  services and assert his best efforts on behalf of Company,
devoting full time in the performance of his duties consistent with the needs of
the Company and the practices of the industry. Employee shall perform his duties
diligently and competently.

                  (d)      PLACE  OF  PERFORMANCE   OF  DUTIES.   Company  shall
maintain  an office in the Los  Angeles,  California  environs.  Employee  shall
perform  his duties at the Los Angeles  office of the  Company.  Employee  shall
travel  from  time to time to  areas  where  the  Company  sells  its  products,
including North America,  Central America, South America, the Middle East, Asia,
Australia, Scandinavia and Europe.


         4.       OBLIGATIONS OF COMPANY.

                  (a)      Company  shall  provide  Employee  with  compensation
incentives,  benefits and business expense reimbursements specified elsewhere in
this Agreement

                  (b)      Company shall provide Employee with a private office,
stenographic  help,  office  equipment  and  supplies and other  facilities  and
services suitable to Employee's position and adequate for the performance of his
duties,  including,  but not limited to the Los Angeles environs office, and for
the performance of the duties of one or more  salespersons  mutually selected by
Employee and Company.

         5.       COMPENSATION.

                  (a)      ANNUAL SALARY. As compensation for the services to be
rendered by Employee,  hereunder, Company shall pay Employee an annual salary at
the rate per annum of Three Hundred  Thousand Dollars  ($300,000.00)  payable in
semi-monthly  installments  on the first and  fifteenth day of each month during
the period of employment.  All payments to Employee  hereunder  shall be made in
accordance with the Company's customary  practices and procedures,  all of which
shall be in  conformity  with  applicable  federal,  state  and  local  laws and
regulations. Compensation will be reviewed annually

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