CONSULTING AGREEMENT


 


This Consulting Agreement (the “Agreement”)
is entered into on June 1, 2011 by and between SEALAND NATURAL RESOURCES INC., a NEVADA corporation, having its principal
offices at 50 W. Liberty St. 880 Reno Nevada 89501 AND ISAA LLC., a NEVADA limited liability company having its principal
offices at 564 Wedge Lane Fernley, NV 89408.


 


SEALAND NATURAL RESOURCES
INC. (hereinafter referred to as “Company”), and ISAA LLC., an independent contractor (hereinafter referred to
as “Consultant”).


 


RECITALS


 


A.           
The Company desires to obtain the services of Consultant on its own behalf and (defined as the Company), and Consultant desires
to provide research and development services to the Company and upon the terms and conditions in this Agreement.


 


B.           
The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. 


 


C.         
 The Company’s Proprietary Information, as defined below, shall necessarily be communicated to or acquired by
Consultant in the course of providing consulting services to the Company, and the Company desires to obtain the services of
Consultant and to protect its Proprietary Information.


 


D.            The
Consultant has spent significant time, research and development, effort, and money to develop certain Proprietary Information (as
defined below), which the Consultant considers vital to its business and goodwill. Nothing in this Agreement shall be construed
to conflict with Consultant’s obligations and duties as such, including Consultant’s duties to protect information that is confidential
and not to disclose such protected information to any third party.


 


Accordingly, the parties agree as follows:


 


AGREEMENT


 


1.           
Consulting Period


 


(a)           Term
 The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Scope of
Services, Exhibit A, incorporated by reference and attached hereto, for the period (the “Consulting
Period”) commencing on the date of this Agreement and continuing through the time specified in Exhibit A, not to
exceed 365 days.


 


(b)          Termination
  At any time, either party may terminate, without liability, the Consulting Period for any reason, with or without
cause, by giving 30 days advance written notice to the other party. The Company shall pay Consultant the compensation to
which the Consultant is entitled pursuant to Section 3(a).


 




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2.           Duties,
Responsibilities


 


(a)           Consultant
hereby agrees to provide and perform for the Company those services set forth in Exhibit A.


 


(b)           Company
hereby agrees to provide compensation and reimbursement for travel and other reasonable business expenses incurred by Consultant
under the scope of this agreement.


 


3.            Compensation,
Benefits, Expenses


 


(a)           Compensation
 In consideration of the services to be rendered hereunder, including, without limitation, services to any
Affiliated Company, Consultant shall be paid total $81,000 payable in three installments at the time and pursuant to
the procedures as set forth in Exhibit A.


 


(b)           Benefits
 Other than the compensation specified in Sections 3(a) and 5(c), Consultant shall not be entitled to any direct or indirect compensation
for services performed hereunder.


 


4.            Proprietary
Information


 


(a)     Defined
“Proprietary Information” is all information and any idea in whatever form, tangible or intangible, pertaining in any
manner to the business of the Company or any Affiliated Company, or to its clients, consultants, or business associates, unless:
(i) the information is or becomes publicly known through lawful means and through no fault of the consultant; (ii) the information
was rightfully in Consultant’s or its Agents’ possession or part of its general knowledge prior to the Consulting Period; or (iii)
the information is disclosed to Consultant or its Agents without confidential or proprietary restrictions by a third party who
rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly,
from the Company.


 


Consultant hereby acknowledges and agrees
that all property, including, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or
materials, or copies thereof, that is produced under this Agreement is Proprietary Information (as defined herein), and equipment
furnished to or prepared by Consultant in the course of or incident to rendering of services to the Company, belong to the Company
and shall be promptly returned to the Company upon request.


 


5.            Consultant’s
Inventions and Ideas


 


(a)     Defined  
The term “Invention Ideas” means any and all ideas, processes, trademarks, service marks, inventions, technology,
computer programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, and all
improvements, rights, and claims related to the foregoing that are conceived, developed, or reduced to practice by the
Consultant under the scope of this agreement.


 




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(b)          Assignment
  Consultant agrees to assign to the Company, without further consideration, its entire right, title, and interest
(throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each
Invention Idea, developed within the scope of this agreement, for Company, whether or not patentable. In the event any
Invention Idea shall be deemed by the Company to be patentable or otherwise registrable, Consultant shall assist the Company
(at Company’s expense) in obtaining letters patent or other applicable registrations thereon and shall execute all
documents and do all other things (including testifying at the Company’s expense) necessary or proper to obtain letters
patent or other applicable registrations thereon and to vest the Company, or any Affiliated Company specified by the Board,
with full title thereto.


 


Consultant
agrees to furnish and execute such additional documents as Company may require to establish Company’s ownership of the copyright
in the work including without limitation, such assignments of copyright therein throughout the world as Company may deem appropriate.
Consultant shall be compensated at the then prevailing hourly rate, agreed to in advance by Company, for any services rendered
in connection with this Paragraph 5 at the request of Company.


 


Should the
Company be unable to secure Consultant’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent,
copyright, or other right or protection relating to any Invention Idea, Consultant hereby irrevocably designates and appoints Company
and each of its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and in Consultant’s
behalf and stead and to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution,
issuance, and enforcement of patents, copyrights, or other rights or protections with the same force and effect as if executed
and delivered by Consultant.


 


Company acknowledges
that there are ideas, processes, trademarks, service marks, technology, computer programs, original works of authorship, designs,
formulas, inventions, discoveries, patents, copyrights, or improvements to the foregoing produced within the scope of Consultant’s
that are subject to the terms of this agreement.


 


(c)        Interference
with Business; Competitive Activities     Consultant agrees that for a period of one (1) year after
termination of the Consulting Period, Consultant shall not (i) divert or attempt to divert from the Company any business of
any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers
or customers; or (ii) employ, solicit for employment, or recommend for employment any person employed by the Company, during
the Consulting Period and for a period of one (1) year thereafter.


 


		6.	Disclosure



 


Consultant agrees to maintain
adequate and current written records on the development of all Invention Ideas and shall disclose these to Company.


 


		7.	Assignment; Successors and Assigns



 


Consultant agrees
that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement. Any
purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the
consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or
substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its
obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors,
and permitted assigns, and shall not benefit any person or entity other than those enumerated above.




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		8.	Notices



 


All notices
or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if
delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Company
at:


 


	 	SEALAND NATURAL RESOURCES INC.,
	 	 	50 W. Liberty St. 880
	 	 	Reno Nevada 89501
	 	 	 
	 	or to the Consultant at:
	 	 
	 	 	ISAA LLC.,
	 	 	564 Wedge Ln.
	 	 	Fernley, NV 89408.


 


Notice of change of address shall
be effective only when done in writing and sent in accordance with the provisions of this Section.


 


		9.	Amendments; Waivers



 


This Agreement
may not be modified, amended, or terminated except by an instrument in writing, signed by a duly authorized representative of the
Company and the Consultant. By an instrument in writing similarly executed, either party may waive compliance by the other party
with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that
such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise
and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, or power provided herein or by law or in equity.


 


		10.	Interruption of Service:



 


Either party shall
be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond
its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits,
ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other
acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period
equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder
shall resume. Except for mandatory services set forth in Exhibit l, in the event the interruption of the excused party’s obligations
continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10)
days’ prior written notice to the other party.


 


		11.	Severability; Enforcement



 


If any provision
of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction
to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places,
and circumstances shall remain in full force and effect.


 




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		12.	Rules of Construction



 


The language
in all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning. Section headings in this
Agreement are for convenience only and are not to be construed as a part of this Agreement or in any way limiting or amplifying
the provisions hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.


 


		13.	Governing Law



 


The validity,
interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the law
of the State of California.


 


		14.	Independent Contractor



 


The
Consultant shall operate at all times as an independent contractor of the Company. This Agreement does not authorize
Consultant to act for the Company as its agent or to make commitments on behalf of the Company. The Company shall not
withhold payroll taxes, and neither Consultant shall not be covered by health, life, disability, or worker’s
compensation insurance of the Company.


 


		15.	Ability to Enter Into Agreement



 


Each party represents
and warrants to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of
its obligations under this Agreement does not conflict with any order, law, rule or regulation or any agreement or understanding
by which such party is bound.


 


		16.	Entire Agreement



 


The terms
of this Agreement are intended by the parties to be in the final expression of their agreement with respect to the retention of
Consultant by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement.


 


The parties have duly executed this Agreement as of the date
first written above:


 


	/s/ Greg May	 	/s/ Lars A. Poulsen
	Greg May	 	Lars A. Poulsen
	Managing Member	 	CEO/ President
	ISAA LLC.	 	Sealand Natural Resources Inc.


 




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EXHIBIT A


 


		1.	Services to be Provided



 


The current scope of the includes:


 


·          Understanding
the landscape to perform R&D prioritization based on a review of FP7 European grant. Identify Sealand Living products and evaluate
market.


 


·          Identifying
and evaluating innovative ideas and processes which could contribute to overcoming competitive barriers related to near-term, mid-term
and long-term product development, patentability and marketing.


 


·          Analyzing
available technology solutions and process engineering solutions as well as regulatory pathways to accelerate the scale-up of affordable
harvesting and processes for commercializing raw materials into consumer products.


 


		2.	Term of Agreement



 


One year from date of agreement.


 


		3.	Payment and Reimbursement



 


Payment shall be made in three
installments, total $81,000.00.


 


First payment $26,000


 


Second payment $25,000


 


Third and final payment in
full along with any expenses $30,000


 


Cost associated with travel and expenses related
to research and development shall be reimbursed as agreed by parties.


 




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