AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

                                                                    EXHIBIT 10.3

                                 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  Xxxxxx   XxXxxxxx,   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
set forth herein and in  consideration  of  Executive's  continued  service with
SeaLife, the parties hereto agree as follows:

         1.       AMENDMENT  TO  SECTION  2(B).  Effective  as of June 1,  2004,
SECTION 5(A) of the  Employment  Agreement is hereby deleted in its entirety and
the following language is added in lieu thereof:

         "As compensation for the services to be rendered by Employee hereunder,
         Company  shall pay  Employee  an annual  rate of Two  Hundred  Thousand
         Dollars  ($200,000),  subject to  adjustment  by the Board on an annual
         basis at the  beginning of each fiscal  year.  All payments to Employee
         hereunder  shall be made in  accordance  with the  Company's  customary
         practices  and  procedures,  all of which shall be in  conformity  with
         applicable federal, state and local laws and regulations."

         2.       DEFINITIONS.  Capitalized terms used herein without definition
shall have the  respective  meanings  attributed to such terms in the Employment
Agreement.

         3.       RATIFICATION OF THE EMPLOYMENT  AGREEMENT.  The parties hereto
hereby ratify, confirm and approve the Employment Agreement,  as amended by this
Amendment.  Should any terms of this  Amendment  conflict  with any terms of the
Employment Agreement, the terms of this Amendment shall control.





         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
                              ---------------------------
                           Xxxxxx XxXxxxxx,
                           Chief Executive Officer and
                           Chief Financial Officer


                           EXECUTIVE:

                            /S/ XXXXXX XXXXXXXX
                           ------------------------------
                           Xxxxxx XxXxxxxx