AGREEMENT
AND
RELEASE OF CLAIMS
WHEREAS, SEALIFE CORPORATION, a Delaware Corporation, formerly organized under
the name "Integrated Enterprises, Inc."(hereinafter "Enterprises"), entered
into an Exchange Agreement with SEALIFE CORP, a Nevada Corporation, (hereinafter
"Original SeaLife") dated December 24, 2002, which agreement contemplated the
acquisition by Enterprises of 100% of the outstanding stock of Original SeaLife,
in exchange for shares of the outstanding common stock of Enterprises; and
WHEREAS, Xxxxxx Xxxxxx and Xxxxxxxx Xxxx were the original controlling
shareholders of Enterprises prior to the consummation of the Exchange Agreement
and they and their affiliates and successors, are all signers to this Agreement,
(hereinafter collectively referred to as the "Controlling Enterprises
Shareholders"); and
WHEREAS, said transaction was consummated on December 20, 2002; and
WHEREAS, as part of that transaction, the shareholders of Original SeaLife, the
names of whom are set forth here on Exhibit A hereto and by this reference
incorporated herein ("Original SeaLife Shareholders"), in good faith exchanged
their shares of Original SeaLife, constituting 100% of the outstanding shares of
Original SeaLife, with Enterprises, in exchange for Enterprises shares; and
WHEREAS, Controlling Enterprises Shareholders contend that they hold and own two
million (2,000,000) shares of outstanding Preferred Stock of Enterprises,
convertible on the basis of ten shares of Common Stock for each one share of
Preferred Stock, thereby representing indirect claims for 20 million
(20,000,000) shares of Enterprises Common Stock and Original SeaLife
Shareholders dispute this claim; and
WHEREAS, said Preferred shares if all converted would represent more then 75% of
the outstanding Common Stock of Enterprises after conversion; and
WHEREAS, and the parties have agreed to cancel some of the preferred shares (as
more fully laid out below), convert the remaining preferred shares and
distribute them to the Original SeaLife Shareholders, as well as to the
principals and others; and
WHEREAS as a result, of these transactions, the parties intend that this
agreement also act as a final resolution of all outstanding issues in the
transaction and the parties wish to agree to mutually release each other from
any claims which ma have arisen to date;
NOW, therefore, the Controlling Enterprises Shareholders, Original SeaLife, and
the Original SeaLife Shareholders who have executed Exhibit A hereto, hereby
agree as follows effective as of this 17TH day of July, 2003.
WITNESSED
1. The Controlling Enterprises Shareholders hereby cancel 1,840,000 shares
out of the 2,000,000 Convertible Preferred shares which they currently contend
they own, effective this date, and agree to immediately return certificates for
said cancelled Preferred shares to Enterprises for cancellation. Said Preferred
shares shall be returned and treated as a contribution to capital to
Enterprises, and placed back in the treasury of Enterprises.
2. The remaining 160,000 shares of Convertible Preferred Stock which are
retained by the Controlling Enterprises Shareholders are hereby converted,
effective this date, in accordance of their terms, into 1,600,000 outstanding
shares of the Common Stock of Enterprises, all in accord with the schedule of
common shares retained set out beside the name of each executing controlling
Enterprise Shareholder.
3. Concurrently, Streamlined, Inc. one of the Controlling Enterprises
Shareholders, hereby transfers, assigns and conveys, free of all liens, claims,
and conferences, a total of 300,000 Common Shares of Enterprises, out of the
1,600,000 Common Shares which it now owns by the conversion of its Convertible
Preferred Stock, to the Original SeaLife Shareholders, to be allocated amongst
them in proportion to their holdings of Original SeaLife Common Stock
immediately before the Exchange Transaction was consummated.
4. Controlling Enterprises Shareholders, at their expense, shall provide to
the Original SeaLife Shareholders, a legal opinion to the affect that the
aforesaid 300,000 shares transferred to the Original SeaLife Shareholders have
no restrictions under applicable securities laws, except as to any restriction
which may accrue because one or more recipient Original SeaLife Shareholders are
currently controlling persons, and further as such, the said shares would be
freely tradable. The amount of shares each of the Original SeaLife shareholders
are to receive are accurately represented in Exhibit A attached hereto and
incorporated by this reference herein.
5. Concurrently, Yurcho and Xxxx hereby agree that the 500,000 Common
shares of Enterprises out of the 1,600,000 Common shares which they received
upon conversion of their retained Preferred Stock shall be subject to the
following contractual Lockup provisions.
(a) These shares shall be evidenced by separate Certificates, each
certificate being for no more then 1% of the outstanding Common
Stock of Enterprises after the Preferred Conversion.
(b) These Certificates shall be delivered to Xxxx X. Xxxxx, Esq.,
who shall act as an escrow for the parties hereto.
(c) Certificates totaling 100,000 shares shall be released by Xxxx
X. Xxxxx, Esq. to the Controlling Enterprises Shareholders
immediately. Thereafter, Xx. Xxxxx shall release certificates
every 90 days, beginning on a date 90 days after the date of
this Agreement, until all Certificates are released.
(d) Controlling Enterprises Shareholders hereby agree not to sell,
pledge or encumber any of the Enterprises Shares evidenced by
said escrowed Certificates, until a date after the date on which
a Certificate for such shares have been released to them.
6. The Original SeaLife shareholders, by their Execution of Exhibit A
hereto, and in consideration for the transfer of the aforesaid 300,000 shares by
the Controlling Enterprises Shareholders to the Original SeaLife shareholders,
hereby release any and all claims they have against the Controlling Enterprises
Shareholders, and against Enterprises itself, resulting from any alleged
misrepresentations contained in the Exchange Agreement.
WHEREFORE, the parties have executed this agreement this 17th day of July, 2003.
EXHIBIT A
The "Controlling Preferred Shares Preferred Shares Common Shares
Enterprises Owned Cancelled Resulting From
Shareholders" Preferred Shares
Converted into
Common Shares
--------------------- ----------------- -------------------- ------------------
/s/ Xxxxxx Xxxxxx
Secretary
----------------------
Stream Lined, Inc. 1,840,000 1,810,000 300,000*
/s/ Xxxx Xxxxxxx
-----------------------
Pension Financial Svcs./
FBO Xxxx Xxxxxxx 60,000 0 600,000
/s/ Octagon Adventures
------------------------
First Clearing FBO/Octagon
Adventures, LTD 20,000 0 200,000
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx 25,000 0 250,000
/s/ X. Xxxxxxxx Xxxx
------------------------
X. Xxxxxxxx Xxxx 25,000 0 250,000
/s/ Deep River, Inc.
-------------------------
Deep River, Inc. 20,000 20,000 0
_______________
Other Shareholders 10,000 10,000 0
(Please see the attached list of
shareholders and their respective
number of shares -post conversion)
---------- ---------- ---------
Total Shares 2,000,000 1,840,000 1,600,000
*These shares concurrently conveyed to the Original SeaLife Shareholders.
SeaLife Corporation:
By /s/ Xxxxxx X XxXxxxxx
--------------------------
Xxxxxx X XxXxxxxx
Title: Chief Executive Officer and Director
The Original SeaLife Shareholders:
Name Stock of SeaLife Corp Portion of 300,000
Nevada Originally Additional Shares Allocated
Owned To Each Shareholder
---------------------- ------------------------- ---------------------------
/s/ Xxxxx X & Xxxxxxx 5000 5240.750
A Xxxx
----------------------------
Xxxxx X & Xxxxxxx
X Xxxx
/s/ Xxxxx X Xxxxx 2000 2096.300
-----------------------
Xxxxx X Xxxxx
/s/ Xxxxxx X Xxxxx 5000 5240.750
----------------------
Xxxxxx X Xxxxx
/s/ Xxxxxx X Xxxx 5000 5240.750
---------------------
Xxxxxx X Xxxx
/s/ Xxxxxxxxxx Family 25,000 26203.750
Trust DD-1987
--------------------------
Buongiorno Family
Trust DD-1987
/s/ Xxxxxx X & 20,000 20963.000
Xxxxx X'Xxxxx
------------------
Xxxxxx X &
Xxxxx X'Xxxxx
/s/ Scarlet Lady 7500 7861.125
Investment Club
--------------------
Scarlet Lady
Investment Club
/s/ Xxxxxxx X & 5000 5240.750
Xxxxxxx X Xxxxxxx
-------------------------
Xxxxxxx X &
Xxxxxxx X Xxxxxxx
/s/ Xxxxxx X Xxxxxxxx 5000 5240.750
-------------------------
Xxxxxx X Xxxxxxxx
/s/ Xxxx X Xxxx 1000 1048.150
-----------------
Xxxx X Xxxx
/s/ Xxxxxxx X Xxxxxxx 1000 1048.150
----------------------------
Xxxxxxx X Xxxxxxx
/s/ Xxxxx X and Xxxxx 1000 1048.150
X Xxxxxx
--------------------------
Xxxxx A and Xxxxx
X Xxxxxx
/s/ Xxx Xxxx 6000 6288.900
---------------
Xxx Xxxx
/s/ The Elliot Family 5000 5240.750
Trust
------------------------
The Elliot Family
Trust
/s/ Armon R and 1000 1048.150
Xxxxxxxxx X Xxxxx
---------------------
Armon R and
Xxxxxxxx X Xxxxx
/s/ Xxxxxxx and Xxxxxxx 5000 5240.750
Xxxxxxx
-----------------------------
Xxxxxxx and Xxxxxxx
Xxxxxxx
/s/ Xxxx Xxxxxx 6500 6812.975
-------------------
Xxxx Xxxxxx
/s/ Xxxxx Xxxxxxx 5000 5240.750
---------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxx 5000 5240.750
-------------------
Xxxxxxx Xxxx
/s/ Xxxxxxxx Xxxxxxx 5000 5240.750
-------------------------
Xxxxxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxx 3000 3144.450
--------------------
Xxxxxxxx Xxxxx
/s/ Xxxxxx Sunday 3000 3144.450
-----------------------
Darwin Sunday
/s/ Xxxxx Xxxxxxxx 10,000 10481.500
-------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxxxx & Xxxxxx Xxxxxx 1200 1257.780
----------------------------
Xxxxxxx & Xxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxx 6000 6288.900
----------------------
Xxxxxx X. Xxxx
/s/ Xxxxx Xxxxx 2000 2096.300
------------------
Xxxxx Xxxxx
/s/ Xxxxx Xxxxxxxxxx 2000 2096.300
----------------------
Xxxxx Xxxxxxxxxx
/s/ Xxxxxxx X Xxxxxxx 5000 5240.750
----------------------
Xxxxxxx X Xxxxxxx
/s/ Xxxxxx X Xxxx 2000 2096.300
----------------------
Xxxxxx X Xxxx
/s/ Xxxx Xxxxxxx 2000 2096.300
-----------------------
Xxxx Xxxxxxx
/s/ Xxxxxx X Xxxxx 5000 5240.750
-------------------------
Xxxxxx X Xxxxx
/s/ Xxxxx Xxxxxxx 10,000 10481.500
----------------------
Xxxxx Xxxxxxx
/s/ Xxx X'Xxxxx 3000 3144.450
---------------
Xxx X'Xxxxx
/s/ Xxxxxxx X Xxxxxxxx 105,000 110055.750
-----------------------
Xxxxxxx X Xxxxxxxx
/s/ Xxxxxxx Xxxx Xxxxxxxx 5000 5240.750
--------------------------
Xxxxxxx Xxxx Xxxxxxxx
