EXHIBIT 10.3
THIRD AMENDMENT
TO
CONSULTING AGREEMENT
This Third Amendment to Consulting Agreement (this "AMENDMENT"), is
made and effective as of February 9, 2005, by and between SeaLife Corporation, a
Delaware corporation (the "COMPANY"), and Xxxx Xxxxxx, doing business as Aspen
Laboratories, Ecosys International and SeaLife Marine Coatings (hereinafter, the
"CONSULTANT"), and amends that certain Consulting Agreement (the "AGREEMENT"),
made and entered into as of January 1, 2003 and amended as of July 19, 2004 and
August 9, 2004, between the Company and the Consultant.
RECITALS
WHEREAS, pursuant to the terms of the Agreement, the Company engaged
the Consultant to assist the Company in the ongoing use of certain technologies
acquired from the Consultant;
WHEREAS, in consideration of the services provided to the Company by
the Consultant, the Company will pay the Consultant the compensation stated in
Exhibit B of the Agreement; and
WHEREAS, the Company and the Consultant desire to amend the Agreement
to provide for payment of the compensation stated in Exhibit B of the Agreement
through the issuance of the common stock, par value $0.0001 per share, of the
Company ("COMPANY COMMON STOCK").
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:
AMENDMENT
A. Exhibit B of the Agreement shall be amended and restated in
its entirety to read as follows:
The Consultant shall be paid $12,500 per month starting April
15, 2004.
Payment shall be due on the 10th of the month. The consultant
shall also be reimbursed for prior approved expenses incurred
at the request of the Company.
All sums payable to Consultant pursuant to this Exhibit B
shall be payable either (i) in cash or (ii) through the
issuance of a number of shares of Company Common Stock (the
"COMPENSATION COMMON STOCK"), having a
value at the time of issuance, based on the average trading
price of Company 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 Company Common Stock, equal to all sums due
hereunder, which immediately may be sold by the Consultant
without restriction pursuant to a Form S-8 Registration
Statement with an accompanying re-offer prospectus (the "S-8
REGISTRATION STATEMENT").
The Company will prepare and file the S-8 Registration
Statement as soon as reasonably practicable following the
Effective Date, and will update the S-8 Registration Statement
and otherwise keep it current as necessary in order for the
Consultant to receive and sell the Compensation Common Stock
as it is issued pursuant to valid exemptions from registration
statement and prospectus delivery requirements under
applicable federal and state securities laws.
B. Except as expressly modified herein, all terms and conditions
of the Agreement are hereby ratified, confirmed and approved
and shall remain in full force and effect. In the event of any
conflict or inconsistency between this Amendment and the
Agreement, this Amendment shall govern.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Consulting Agreement as of the date first above written.
COMPANY SEALIFE CORPORATION,
a Delaware corporation
By /s/ Xxxxxx XxXxxxxx
----------------------
Name: Xxxxxx XxXxxxxx
Title: President
CONSULTANT XXXX XXXXXX,
doing business as Aspen Laboratories,
Ecosys International and
SeaLife Marine Coatings
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
