EXHIBIT 10.2
SECOND AMENDMENT
TO
CONSULTING AGREEMENT
This Second Amendment to Consulting Agreement (this "AMENDMENT"), is
made and entered into as of August 6, 2004, 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,
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.
For a period of six months after the date of this Amendment,
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").
Subsequent to the six (6)-month period noted in the preceding
paragraph, all sums payable to the Consultant pursuant to this
Exhibit B shall be payable in cash, or in such other form of
consideration mutually agreed upon in writing by the Company
and the Consultant.
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 & CEO
CONSULTANT XXXX XXXXXX,
doing business as Aspen Laboratories,
Ecosys International and
SeaLife Marine Coatings
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
