Employment Agreement (2005)Full Document 

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                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"),  dated
October 29, 2004 (the "Effective  Date") by and between SEALIFE  CORPORATION,  a
Delaware   corporation   ("SeaLife"),   and  Robert   McCaslin,   an  individual
("Executive").

                                    RECITALS

         WHEREAS,  SeaLife and Executive are parties to that certain  Employment
Agreement dated January 1, 2004 (the "Employment Agreement");

         WHEREAS,  SeaLife  desires to decrease  the Annual  Salary of Executive
effective as of June 1, 2004; and

         WHEREAS,  SeaLife  and  Executive  desire to enter into this  Amendment
regarding such decrease in Annual Salary.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the mutual covenants and agreements

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