Executive Employment Agreement (2005)Full Document 

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                                 FIRST AMENDMENT

         This  First   Amendment  to  Executive   Employment   Agreement   (this
"AMENDMENT"),  effective  as of June 15,  2004,  is made and entered into by and
between SeaLife Corporation,  a Delaware corporation (the "COMPANY"),  and Barre
Rorabaugh  (the  "EXECUTIVE"),  and amends  that  certain  Executive  Employment
Agreement (the "AGREEMENT"),  made and entered into as of June 14, 2004, between
the Company and the Executive.

         Terms used but not defined  herein shall have the meanings  ascribed to
such terms in the Agreement.


         WHEREAS,  pursuant to the terms of the Agreement,  the Company  engaged
the Executive as President of the  Company's  wholly-owned  subsidiary,  SeaLife
Marine Products, Inc. (the "SUBSIDIARY"),  with such duties and responsibilities
as those  normally  and  customarily  vested  in the  office of  President  of a

         WHEREAS, the Company and the Executive desire to amend the Agreement to
provide for  "Gross-Up  Payments" to reflect the  agreement  between the parties
that Executive  shall be entitled to additional  compensation  in the event that
value of the  shares  Executive  receives  on the date of  payment  is more than
Executive's net proceeds upon the sale of such shares.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  and  agreeing to be bound by the
terms hereof, the parties to this Amendment hereby agree as follows:


         I.       Section 4 of the  Agreement  shall be amended and  restated in
its entirety to read as follows:


                  4.1      BASE SALARY. The Company shall pay to the Executive a
         base salary (the "BASE  SALARY") at an annual rate of One Hundred Fifty
         Thousand  Dollars  ($150,000)  during  each  fiscal  year in which this
         Agreement  is  in  effect  (the  "REGULAR  COMPENSATION  ARRANGEMENT"),
         subject  to  adjustment,  upward but not  downward,  by the Board on an
         annual  basis at the  beginning  of each fiscal  year.  The Base Salary
         shall be payable in installments throughout the year in the same manner
         and at the same times the Company pays base salaries to other executive
         officers of the Company.


         Notwithstanding  the  foregoing,  for  the  period  commencing  on  the
         Effective  Date  and  ending  on  the  date  the  Company  completes  a
         "QUALIFIED  FINANCING"  (as  defined  below),  the Base  Salary will be
         payable as follows (the "PRE-FINANCING COMPENSATION ARRANGEMENT"):  (i)
         payment monthly,  at the Company's  option, of either (a) a cash amount
         equal to two hundred  percent  (200%) of the  applicable  minimum  wage
         amount  then in effect in the State of  California  for a month of work
         based on forty  hours of work  per  week  (currently  calculated  to be
         $2,340.00 in the aggregate  for a month of work) (the "CASH  PORTION"),
         or (b) a number of shares of common stock,  par value $0.0001 per share
         of the Company ("COMMON Stock"), having a value at the time of issuance
         (the  "ISSUANCE  DATE"),  based on the average  trading price of Common
         Stock, as quoted on the Over The Counter Bulletin Board, for the twenty
         (20)  consecutive  trading  days  immediately  preceding  the  date  of
         issuance of such shares of Common  Stock (the "20-DAY  VOLUME  WEIGHTED
         AVERAGE VALUE"),  equal to the Cash Portion (the "OPTIONAL COMPENSATION
         COMMON  STOCK"),  to be issued  to the  Executive  without  restriction
         pursuant to a Form S-8  Registration  Statement (the "S-8  REGISTRATION
         STATEMENT"); plus (ii) issuance monthly of a number of shares of Common
         Stock having a 20-day  Volume  Weighted  Average Value of not less than

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