EXHIBIT 10.10
AMENDMENT NO. 1
TO
CONSULTING AGREEMENT
THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this
"Amendment"), effective as of January 20, 2005 (the "Effective Date"), is made
and entered into by and between SEALIFE CORPORATION, a Delaware corporation
("SeaLife"), and Xxxxxxx Xxxx, an individual ("Consultant").
RECITALS
WHEREAS, SeaLife and Consultant are parties to that certain
Consulting Agreement dated November 30, 2004 (the "Consulting Agreement");
WHEREAS, Sealife and Consultant desire to amend the Consulting
Agreement to clarify certain compensation issues.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in consideration of Consultant's continued
service with SeaLife, and for other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged by the parties, the parties
hereto agree as follows:
1. AMENDMENT TO SECTION 3. Effective as of November 30,
2004, SECTION 3 of the Consulting Agreement is hereby amended and restated in
its entirety to read as follows:
"3. COMPENSATION.
3.1 As compensation for his commitment to provide
services to Company during the Term, Parent will issue to the Consultant 200,000
shares of the common stock of Parent (the "STOCK CONSIDERATION") no later than
five (5) business days following the Effective Date.
3.2 Consultant shall be deemed to have delivered full
consideration for the Stock Consideration upon issuance thereof by the Company
pursuant to Section 3.1."
2. DEFINITIONS. Capitalized terms used herein without
definition shall have the respective meanings attributed to such terms in the
Consulting Agreement.
3. RATIFICATION OF THE CONSULTING AGREEMENT. The parties
hereto hereby ratify, confirm and approve the Consulting Agreement, as amended
by this Amendment. Should any terms of this Amendment conflict with any terms of
the Consulting Agreement, the terms of this Amendment shall govern.
4. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
SEALIFE:
By /S/ XXXXXX XXXXXXXX
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Xxxxxx XxXxxxxx,
Chief Executive Officer and Chief Financial
Officer
CONSULTANT:
/S/ XXXXXXX XXXX
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Xxxxxxx Xxxx
