CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made and entered into as of
January 1, 2003, by and between Gael Himmah, doing business as Aspen
Laboratories, Ecosys International, and SeaLife Marine Coatings, hereinafter
referred to as the "Consultant") and SeaLife Corporation, a Delaware
corporation, whose place of business is 18482 Park Villa Place, Villa Park, CA
92861 (hereinafter referred to as the "Consultant").

RECITALS

WHEREAS, the Company has acquired certain technology and the right to use
additional technologies from Consultant; and

WHEREAS, Consultant has certain experience and knowledge associated with the
technology that the Company acquired; and

WHEREAS, the Company wishes is to engage the services of the Consultant to
assist the Company in the ongoing use of the technologies.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto hereby agreed as follows:

CONSULTING SERVICES; EXCLUSIVE NATURE OF SERVICES

Attached  hereto as Exhibit A and incorporated herein and by this reference is a
description  of  the  services  to  be provided by the Consultant hereunder (the
"Consulting  Services".  Consultant hereby agrees to utilize its best efforts in
performing  the  Consulting  Services.

TERM OF AGREEMENT

This Agreement shall be in full force and effect com e     upon the date hereof
and concluding at the close of business on the same date in 2008 (termination
date"). Either party hereto shall have the right to terminate this Agreement
without notice in the event of the death, bankruptcy, insolvency, or assignment
for the benefit of creditors of the other party. Consultant shall have the right
to terminate this Agreement if company fails to comply with any of the material
terms of this Agreement, including without limitation its responsibilities for
fees as set forth in this Agreement, and such failure continues unremedied for a
period of sixty (60) days after written notice to the Company. Company shall
have the right to terminate this Agreement upon delivery to Consultant of notice
setting forth the facts comprising a material breach of this Agreement by
Consultant. Consultant shall have sixty (60) days to remedy such breach.

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                              CONSULTING AGREEMENT

TIME DEVOTED BY CONSULTANT

It  is  anticipated  that  the  Consultant  shall  spend  as much time as deemed
necessary  by  the  Consultant in order to perform the obligations of Consultant
hereunder.  The  company  understands that this amount of time may vary and that
the  Consultant  may  perform  Consulting  Services  for  other  companies  on
non-competing  products.  The  company  and Consultant agree that time is of the
essence  in this agreement. Consultant will respond to requests for consultation
as  promptly as possible but not to exceed two (2) weeks unless agreed to by the
company  and  the  consultant.

PLACE WERE SERVICES WILL BE PERFORMED

The  consultant  will  perform  services  in  accordance  with this Agreement at
Consultant's  offices.  In addition, the Consultant will perform services on the
telephone  and  at  such  other places as necessary to perform these services in
accordance  with  this  Agreement.

COMPENSATION TO CONSULTANTS

The Consultant's compensation for the Consulting Services shall be set forth in
Exhibit B attached hereto and incorporated herein by this reference.

INDEPENDENT CONTRACTOR

Both  company  and  the  Consultant,  agree  that  the Consultant will act as an
independent  contractor  in  the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that consultant,
or  any  employee,  agent or other authorized representative of Consultant, is a
partner,  joint  venture,  agent,  officer  or  employee  of  the  Company.

CONFIDENTIAL INFORMATION

The  Consultant  and  the  Company  acknowledge  that  each  will have access to
proprietary information regarding the business operations of the other and agree
to  keep all such information secret and confidential and not to use or disclose
any  such  information  to  any  individual  or  organization  without  the
non-disclosing parties prior written consent. It is hereby agreed that from time
to time Consultant in the Company may designate certain disclosed information as
confidential  for  purposes  of  this  Agreement.

INDEMNIFICATION

The Company herein agrees to indemnify and hold Consultant harmless from any and
all  liabilities incurred by Consultant insofar as such liabilities arise out of
or  are  based  solely  upon (I) any material misstatement or omission contained
documents  provided  by  the  Company,  or  (ii)  any intentional actions by the
Company,  direct  or  indirect,  in violation of any applicable federal or state
laws.

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                              CONSULTING AGREEMENT

Consultants hereby agrees to indemnify and hold the Company harmless from any
and all liabilities incurred by the Company, insofar as such liabilities arise
out of or are based solely upon (1) any actions by Consultant, its officers,
employees, agents, or control persons, direct or indirect, in violation of any
applicable federal or state laws regulations, or (ii) any breach of this
Agreement by Consultant.

The indemnity obligations of the parties under this paragraph shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Consultant, and any other such persons or
entities mentioned hereinabove.

COVENANTS OF CONSULTANT

Consultant covenants and agrees with the Company that, in performing Consulting
Services, Consultant will:
Not make any representations other than those expressly set forth in documents
provided by the Company; and
Not publish, circulate or otherwise use any materials other than materials
provided by or otherwise approved by the Company.

MISCELLANEOUS

ATTORNEYS'Fees,if either party files any action or brings in proceeding against
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the other or arising in or out of this Agreement, than the prevailing party
shall be entitled to reasonable attorneys' fees.

Waiver  .No waiver by a party of any provision of this Agreement shall be
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considered a waiver or any other provision or any subsequent breach of the same
or any other provision. The exercise by a party of any other remedy provided in
this Agreement or at law shall not prevent the exercise by that party of any
other remedy provided in this Agreement or at law.

Assignment.  This Agreement shall be binding upon inure to the benefit of the
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parties hereto and no assignment shall be allowed without first obtaining the
written consent of the non-assigning ply,

Severability.  If any condition or covenants herein contained is held to be
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invalid or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of this Agreement and shall in no way effect the
other covenants and conditions contained herein.

Amendment. This Agreement may be amended only by a written agreement executed by
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all parties hereto.

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HEADINGS,TITLES OR CAPTIONS, CONTAINED HEREIN ARE INSERTED AS A MATTER OF
CONVENIENCE AND FOR REFERENCE, AND IN NO WAY DEFINE, LIMIT, EXTENT, OR DESCRIBE
THE SCOPE OF THIS CONSULTING AGREEMENT

Agreement or any provisions  here of. No provision in this Agreement is to be
interpreted for or against either party because that party or his legal
representative drafted such provision.

Notice,all written notices, the demand, or request of any kind, which either
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party may be required or any desired to serve on any other in connection with
this Agreement, must be served by registered or certified mail, with postage
prepaid and returned receipt requested. In lieu of mailing, either party may
cause delivery of such notice, demands and requests to be made by personal
service, facsimile transmission, provided that acknowledgement of receipt is
made. Notice shall be deemed given upon personal delivery of receipt a facsimile
transmission, or two (2) days after mailing, all notices, demands, and request
shall be delivered as follows:

If to the Company:
SeaLife Corporation 2164 N. Glassell Street Orange, CA 92865

If to the Consultant:
Gael Himmah P.O. Box 342 La Quinta, CA 92253

Entire  Agreement. This  Agreement, including any Exhibits or Schedules attached
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hereto,  contains  all  of  the  representations,  warranties  and  the  entire
understanding  and  agreement between the parties. Correspondents, memoranda, or
agreements,  whether  written  or  oral,  originating  before  the  date of this
Agreement  are replaced in total with this Agreement unless otherwise especially
stated.

Counterparts Facsimile Signatures. This Agreement may be executed simultaneously
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in one or more counterparts, each of which shall deem an original all of which
together shall be deemed a valid and binding execution of this Agreement.

Governing Law and Venue. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California which would apply if both
parties were residents of California and this Agreement was made and performed
in California. In any legal action, involving this Agreement or the parties'
relationship, the parties agree that the exclusive venue for any lawsuit shall
be in the state or federal court located within the County of Orange,
California. The parties agree to submit to the personal jurisdiction of the
state and federal courts located within Orange County, California.

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                              CONSULTING AGREEMENT

IN WITNESS WHEREOF, the parties here to have placed their signatures here on the
day in your first above written.

Company
SeaLife Corporation.

/s/ Robert McCaslin
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By Robert McCaslin President
Consultant


Consultant
Gael Himmah

/s/ Gael Himmah
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By Gael Himmah

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                              CONSULTING AGREEMENT


                                    EXHIBIT A
                      DESCRIPTION OF CONSULTING SERV"ICES
                              SEALIFE CORPORATION

The purpose of the Consulting Agreement is to maintain the company at the
cutting edge of technology in the worldwide market place.

To meet this goal Consultant will provide the following:

1.To provide all necessary support to comply with the regulations of various
governmental authorities.

2.To assist the company in solving specific marketing and or environmental
problems that is important for the growth and development of the company.

3. To assist the company in constant improvement in the products to meet cost
effective requirements of the market place.

4.To assist the company in developing operational protocols to achieve the best
performance from the products.

5. To assist the company in over all support and advise on the operation of the
company's business.

6.  To assist the company in the purchase or manufacturer of the products or
their components.

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                              CONSULTING AGREEMENT
              EXHIBIT B TERMS OF COMPENSATION SEALIFE CORPORATION.

The Consultant shall be paid $10,000 per month starting Jan 2003
Payment shall be due on the 10`h of the month . The consultant shall also be
reimbursed for any prior approved expenses incurred at the request of the
company.

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