**Exhibit
      10.5**




**EMPLOYMENT
      AGREEMENT**




**This EMPLOYMENT AGREEMENT** (the
      "Agreement"), made as of December 1, 2005, by and between Sea Sun Capital Corp.,
      a Delaware corporation (together with its subsidiaries, the "Company"), and
      Gregory N. “Greg” Heller, a resident of Oakville Ontario (the
      "Employee").




**WITNESETH**




WHEREAS,
      Employee desires to serve the Company as its Senior Vice President and Chief
      Financial Officer.




WHEREAS,
      the parties desire to provide that the Employee be employed by the Company
      under
      the terms of this Agreement.




NOW
      THEREFORE in consideration of the mutual benefits to be derived from this
      Agreement, the Company and the Employee hereby agree as follows:





**1.** **Term
        of Employment: Office and Duties:**




1.1.  Employee’s
      term of employment under this Agreement shall commence as of the date hereof
      (the "Effective Date") and, subject to the terms hereof, shall terminate on
      such
      date (the "Termination Date") which is the earlier of (i) December 31, 2008
      or
      (ii) the termination of Employee’s employment pursuant to this Agreement (the
      period from the Effective Date until the Termination Date shall be the "Term").
      The Termination Date (and the Term) shall automatically be extended for an
      additional year on December 31, 2008 and on each subsequent last day of the
      Company's fiscal year thereafter unless (a) Employee’s employment has been
      terminated prior to such day, or (b) not later than sixty (60) days prior to
      such day, either party to this Agreement shall have given written notice to
      the
      other party that he or it does not wish to extend further the Termination Date
      (and the Term).




1.2.  The
      Employee shall devote substantially all of his working time to the business
      and
      affairs of the Company other than during vacations of four weeks per year and
      periods of illness or incapacity; provided, however, that nothing in this
      Agreement shall preclude the Employee from devoting time required: (i)
      delivering lectures or fulfilling speaking engagements; or (ii) engaging in
      charitable and community activities; or (iii) from managing any passive
      investment made by him in publicly traded equity securities or other property
      (provided that no such  investment may exceed 5% of the equity of any
      publicly traded entity, without the prior approval of the Company's Chairman
      and
      Chief Executive Officer) or from serving, subject to the prior approval of
      the
      Company's Chairman and Chief Executive Officer, as a member of boards of
      directors or as a trustee of any other corporation, association or entity,
      provided, however, that such activities do not interfere with the performance
      of
      his duties hereunder. For purposes of the preceding sentence, any required
      approval shall not be unreasonably withheld.









**2.** **Compensation
          and Benefits**




2.1.  Base
      Salary .
      The
      Company shall pay the Employee a base salary ("Base Salary") at the rate of
      US$150,000 per annum during the Term and shall commence when the company is
      adequately capitalized as determined by the Board of Directors; provided,
      however, that commencing on October 31, 2006, the Compensation Committee of
      the
      Company's Board of Directors (the "Compensation Committee") shall, and each
      year
      thereafter shall, review the Employee's annual Base Salary for potential
      increase; however, Employee’s right to annual increases shall not be
      unreasonably denied, and the Base Salary shall not be decreased at any time
      during the Term. Base Salary shall be payable in accordance with the ordinary
      payroll practices of the Company. Any increase in Base Salary shall constitute
      "Base Salary" hereunder.




2.2. Bonus .
      Employee will be entitled to receive an annual bonus (“the “Annual Bonus”),
      payable each year subsequent to the issuance of final audited financial
      statements, but in no case later than 120 days after the end of the Company’s
      most recently completed fiscal year. The final determination on the amount
      of
      the Annual Bonus will be made by the Compensation Committee of the Board of
      Directors, based primarily on mutually agreed upon criteria, established with
      respect to the ensuing fiscal year, within thirty (30) days of the end of each
      fiscal year. In the event that the applicable criteria cannot be mutually agreed
      upon by the Compensation Committee and the Employee, such criteria shall be
      established by majority vote of the entire Board of Directors. The Compensation
      Committee may also consider other more subjective factors in making its
      determination. The targeted amount of the Annual Bonus shall be 100% of the
      Employee’s base salary, which shall be deemed fully earned if Employee meets
      substantially all of the mutually agreed upon criteria specified above. The
      actual Annual Bonus for any given period may be higher or, if Employee fails
      to
      meet substantially all of the above-specified criteria, lower than 50%.
      Specifically, the Compensation Committee will give consideration to Earnings
      Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), to EBITDA less
      Capital Expenditures, and to other traditional criteria for determining
      operating performance. The Compensation Committee may also consider other more
      subjective factors in making its determination. Notwithstanding anything herein
      to the contrary, Employee shall be entitled to receive an Annual Bonus of 50%
      of
      the Employee’s base salary if in any fiscal year the Company receives net
      proceeds from a financing in the amount of at least $5,000,000, and Employee
      shall be entitled to receive an Annual Bonus of 100% of the Employee’s base
      salary if in any fiscal year the Company receives net proceeds from a financing
      in the amount of at least $10,000,000.




2.3. Stock
      Option Awards .
      As of
      the Effective Date of this agreement, Employee shall receive an option to
      purchase 200,000 shares of the Company’s common stock; par value $0.01 per share
      (the “Common Stock”) at an exercise price equal to $0.75 per share; the other
      terms and conditions of such award shall be governed by the terms of a
      stock option award agreement which will be drafted by the Company. On the first
      business day of each of the Company's 2007, and 2008 fiscal years (in each
      case
      so long as the Termination Date has not occurred), the Company shall award
      Employee an additional option to acquire 100,000 shares of Company Common Stock
      at an exercise price equal to the market price of Company Common Stock on the
      date of the grant; the other terms and conditions of such awards shall be
      governed by the terms of a stock option award agreement in a form substantially
      similar to that then used by the Company. The options awarded pursuant to this
      Section 2.3 shall be for a term of ten (10) years and shall vest in one-half
      increments beginning on the first anniversary of the date of the award and
      annually thereafter until fully vested. The vesting of the Employment Option
      shall accelerate upon a change in control of the Company as defined in Rule
      405
      of the Securities Act of 1933 or upon sale of substantially all of the assets
      of
      the Company or the merger out of existence of the Company provided that Employee
      is still in the employ of the Company or has not been terminated in
      contemplation of such transaction.




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2.4. Withholding
      and Employment Tax .
      Payment
      of all compensation hereunder shall be subject to customary withholding tax
      and
      other employment taxes as may be required with respect to compensation paid
      by
      an employer/corporation to an employee.




2.5. Employee
      Medical, Health And Dental Plans .
      The
      Company shall provide the Employee and his family during the Term of his
      employment with full medical, health and dental coverage, which is commensurate
      with similar sized companies.




2.6. Disability .
      The
      Company shall, to the extent such benefits can be obtained at a reasonable
      cost,
      provide the Employee with disability insurance benefits at least as favorable
      to
      the Employee as those being provided to other senior executives of similar
      sized
      companies. In the event of the Employee’s Disability (as hereinafter defined),
      the Employee and his family shall continue to be covered by all of the Company’s
      life, medical, health and dental plans, at the Company’s expense, to the extent
      such benefits can be obtained at a reasonable cost, for the term of such
      Disability (as hereinafter defined) in accordance with the terms of such plans.




2.7. Death .
      The
      Company shall, to the extent such benefits can be obtained at a reasonable
      cost,
      provide the Employee with life insurance benefits at least as favorable to
      the
      Employee as those being provided to other senior executives of similar sized
      companies, however the policy shall not be less than one million US dollars
      (US$1,000,000). In the event of the Employee’s death, the Employee’s family
      shall continue to be covered by all of the Company’s medical, health and dental
      plans, at the Company’s expense, to the extent such benefits can be obtained at
      a reasonable cost, for twenty-four (24) months following the Employee’s death in
      accordance with the terms of such plans.




2.8. Vacation .
      Employee shall receive four (4) weeks of vacation annually, administered in
      accordance with the Company’s vacation policy.





**3.** **Business
        Expenses**




3.1.  Expenses .
      Employee is authorized to incur reasonable expenses in carrying out his duties
      and responsibilities under this Agreement, including, without limitation,
      expenses for travel and similar items related to such duties and
      responsibilities. The Company will reimburse Employee for all such expenses
      upon
      presentation by Employee, from time to time, of accounts of such expenditures
      (appropriately itemized and approved consistent with the Company's
      policy).




3.2.  Automobile
      Expenses .
      Use of,
      and the payment of all reasonable expenses (including, without limitation,
      insurance, repairs, maintenance, fuel and oil) for, an automobile. The monthly
      lease payment or allowance for such automobile shall be a minimum of $750 per
      month and is to be reviewed by the Compensation Committee on an annual
      basis;




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3.3.  YPO
      Dues .
      The
      Company will reimburse the Employee for all dues, fees and expenses associated
      with his membership in YPO (Young President’s Association) and its affiliated
      associations.




**4.** **Termination
        of Employment** .




4.1.  Termination
      by the Company Not for Cause or by Employee for Good Reason .




(a)  The
      Company may terminate Employee’s employment at any time for any reason. If
      Employee’s employment is terminated prior to the Termination Date, as that date
      may be extended from time to time under the terms of Section 1.1 hereof, (i)
      by
      the Company (other than for Cause (as defined in Section 4.2(c) hereof) or
      by
      reason of Employee’s death or Permanent Disability (as defined in Section 4.2(d)
      hereof)), or (ii) by the Employee for Good Reason (as defined in Section 4.1(c)
      hereof) prior to the Termination Date, Employee shall receive the following
      items and payments:




(i)
      An amount (the "Termination Amount") in lieu of any Bonus in respect of all
      or
      any portion of the fiscal year in which such termination occurs and any other
      cash compensation, which Termination Amount shall be payable in a single lump
      sum within thirty (30) days following the date of such termination. The
      Termination Amount shall consist of an amount equal to the sum of (x) [two
      (2)
      times Employee’s Base Salary for the fiscal year immediately preceding the year
      in which such termination occurs] plus (y) [two (2) times Employee’s Bonus for
      the fiscal year immediately preceding the year in which such termination
      occurs];




(ii)
      Employee shall be entitled to receive a cash lump sum payment in respect of
      accrued but unused vacation days (the "Vacation Payment") and to Base Salary
      earned but not yet paid (the "Compensation Payment");




(iii)
      Any
      then unvested restricted stock and/or time-vesting stock option awards
      previously granted to Employee by the Company, including, without limitation,
      those grants set forth in Sections 2.3 hereof, shall become immediately
      one-hundred percent vested; and




(iv)
      Any
      other benefits due to Employee pursuant to the terms of any employee benefit
      plan or policy maintained generally for employees or a group of management
      employees.




(b)  The
      Vacation Payment and the Compensation Payment shall be paid by the Company
      to
      Employee within 30 days after the termination of Employee’s employment by check
      payable to the order of Employee or by wire transfer to an account specified
      by
      Employee.




(c)  For
      purposes of this Agreement, "Good Reason" shall mean any of the following
      (without Employee’s express prior written consent):




(i)  Any
      material breach by the Company of this Agreement, including any material
      reduction by the Company of Employee’s, title, duties or responsibilities
      (except in connection with the termination of Employee’s employment for Cause,
      as a result of Permanent Disability, as a result of Employee’s death or by
      Employee other than for Good Reason); or




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(ii)  A
      reduction by the Company in Employee’s Base Salary, other than a reduction which
      is part of a general salary reduction program affecting senior Employees of
      the
      Company generally; or




(iii)  Any
      change by the Company of the Employee’s place of employment to a location more
      than fifty (50) miles from the Company's headquarters.




4.2  Discharge
      for Cause; Voluntary Termination by Employee; Termination Because of Death
      or
      Permanent Disability .




(a)  The
      Company shall have the right to terminate the employment of Employee for Cause.
      In the event that Employee’s employment is terminated prior to the Termination
      Date (i) by the Company for Cause, or (ii) by Employee other than (A) for Good
      Reason or (B) as a result of the Employee’s Permanent Disability or death,
      Employee shall only be entitled to receive the Compensation Payment and the
      Vacation Payment. Employee shall not be entitled, among other things, to the
      payment of any Bonus in respect of all or any portion of the fiscal year in
      which such termination occurs, but shall be entitled to the payment of any
      unpaid bonus earned with respect to any prior fiscal year. After the termination
      of Employee’s employment under this Section 4.2, the obligations of the Company
      under this Agreement to make any further payments, or provide any benefits
      specified herein, to Employee shall thereupon cease and terminate.




(b)  If
      Employee’s employment is terminated as a result of Employee’s Permanent
      Disability or death:




(i)  Employee
      shall be entitled to receive the annual bonus described in Section 2.2 hereof
      prorated to the date of Employee’s Permanent Disability or death;




(ii)  Any
      then
      unvested restricted stock and/or time-vesting stock option awards previously
      granted to Employee by the Company, including, without limitation, those grants
      set forth in Section 2.3 hereof, shall become immediately one-hundred percent
      vested; provided, however that in the event of Employee’s death future option
      awards shall; and




(iii)  The
      Employee shall receive any other benefits due to Employee pursuant to the terms
      of any employee benefit plan or policy maintained generally for employees or
      a
      group of management employees




(c)  As
      used
      herein, the term "Cause" shall be limited to (i) willful malfeasance, willful
      misconduct or gross negligence by Employee in connection with his employment,
      (ii) willful and continuing refusal by Employee to perform his duties hereunder
      or any lawful direction of the Company's Board of Directors (the "Board"),
      after
      notice of any such refusal to perform such duties or direction was given to
      Employee and Employee is provided a reasonable opportunity to cure such
      deficiency, or (iii) any material breach of the provisions of Section 10 of
      this
      Agreement by Employee or any other material breach of this Agreement by Employee
      after notice of any such breach and an opportunity to cure such breach.
      Termination of Employee pursuant to this Section 4.2 shall be made by delivery
      to Employee of a copy of a resolution duly adopted by the affirmative vote
      of
      not less than a majority of the then members of the Board at a meeting of the
      Board called and held for the purpose (after 30 days prior written notice to
      Employee and reasonable opportunity for Employee to be heard before the Board
      prior to such vote), finding that in the reasonable judgment of the Board,
      Employee was guilty of conduct set forth in any of clauses (i) through (iii)
      above and specifying the particulars thereof.




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(d)  For
      purposes of this Agreement "Permanent Disability" shall have the same meaning
      ascribed thereto in the Company's Long-Term Disability Benefit Plan applicable
      to senior Employee officers as in effect on the date hereof.




**5.** **Mitigation
        of Damages** .
        Employee shall not be required to mitigate damages or the amount of any payment
        provided for under this Agreement by seeking other employment or otherwise
        after
        the termination of his employment  hereunder, and any amounts earned by
        Employee, whether from self-employment, as a common-law employee or otherwise,
        shall not reduce the amount of any Termination Amount otherwise payable to
        him.




**6.** **Notices** .
        All
        notices or communications hereunder shall be in writing, addressed as
        follows:




To
                the Company:
            Sea
                Sun Capital Corp.424
                Brookmill RoadOakville,
                ON Canada L6J 5K5Attn:
                President and Chief Executive OfficerTo
                Employee:
            Gregory
                N Heller2316
                Tesla Cres.Oakville
                ON Canada L6H 7T5




Any
      such
      notice or communication shall be delivered by hand or by courier or sent
      certified or registered mail, return receipt requested, postage prepaid,
      addressed as above (or to such other address as such party may designate in
      a
      notice duly delivered as described above), and the third business day after
      the
      actual date of mailing shall constitute the time at which notice was given.




**7.**  **Separability;
      Legal Fees** .
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof which shall remain in full force and effect. Each
      party hereto shall be solely responsible for any and all legal fees incurred
      by
      him or it in connection with this Agreement, including the enforcement. In
      the
      event the Employee is required to bring any action to enforce rights or to
      collect monies due under this Agreement and is successful in such action, the
      Company shall reimburse the Employee for all of Employee’s reasonable attorneys'
      fees and expenses in preparing, investigating and pursuing such
      action.




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**8.**  **Assignment** .
      This
      Agreement shall be binding upon and inure to the benefit of the heirs and
      representatives of Employee and the assigns and successors of the Company,
      but
      neither this Agreement nor any rights or obligations hereunder shall be
      assignable or otherwise subject to hypothecation by Employee (except by will
      or
      by operation of the laws of intestate succession) or by the Company, except
      that the Company may assign this Agreement to any successor (whether by merger,
      purchase or otherwise) to the stock, assets or business(es) of the Company.




**9.**  **Amendment** .
      This
      Agreement may only be amended by written agreement of the parties hereto.




**10.**  **Nondisclosure
      of Confidential Information; Non-Competition;
      Non-Disparagement** **.**




(a)  Employee
      shall not, without the prior written consent of the Company, use, divulge,
      disclose or make accessible to any other person, firm, partnership, corporation
      or other entity any Confidential Information (as defined below) pertaining
      to
      the business of the Company or any of its affiliates, except (i) while
      employed by the Company, in the business of and for the benefit of the Company,
      or (ii) when required to do so by a court of competent jurisdiction, by any
      governmental agency having supervisory authority over the business of the
      Company, or by any administrative body or legislative body (including a
      committee thereof) with jurisdiction to order Employee to divulge, disclose
      or
      make accessible such information. For purposes of this Section 10(a),
      "Confidential Information" shall mean non-public information concerning the
      financial data, strategic business plans, product development (or other
      proprietary product data), customer lists, marketing plans and other non-public,
      proprietary and confidential information of the Company or its affiliates (the
      "Restricted Group") or customers, that, in any case, is not otherwise available
      to the public (other than by Employee’s breach of the terms
      hereof).




(b)  During
      the Term and for one (1) year thereafter, Employee agrees that, without the
      prior written consent of the Company, (A) he will not, directly or indirectly,
      in Canada and the United States, participate in any Position (as defined below)
      in any business which is in direct competition with any business of the
      Restricted Group and (B) he shall not, on his own behalf or on behalf of any
      person, firm or company, directly or indirectly, solicit or offer employment
      to
      any person who has been employed by the Restricted Group at any time during
      the
      12 months immediately preceding such solicitation, and (C) he shall not, on
      his
      own behalf or  on behalf of any person, firm or company, solicit, call
      upon, or otherwise communicate in any way with any client, customer, prospective
      client or prospective customer of the Company or of any member of the Restricted
      Group for the purposes of causing or of attempting to cause any such person
      to
      purchase products sold or services rendered by the Company or by any member
      of
      the Restricted Group from any person other than the Company or any member of
      the
      Restricted Group. The term "Position" shall include, without limitation, a
      partner, director, holder of more than 5% of the outstanding voting shares,
      principal, Employee, officer, manager or any employment or consulting position.
      It is acknowledged and agreed that the scope of the clause as set forth above
      is
      essential, because (i) a more restrictive definition of "Position" (e.g.
      limiting it to the "same" position with a competitor) will subject the Company
      to serious, irreparable harm by allowing competitors to describe positions
      in
      ways to evade the operation of this clause, and substantially restrict the
      protection sought by the Company, and (ii) by the allowing Employee to escape
      the application of this clause by accepting a position designated as a "lesser"
      or "different" position with a competitor, the Company is unable to restrict
      the
      Employee from providing valuable information to such competing company to the
      harm of the Company.




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(c)  Employee
      agrees that he will not, directly or indirectly, individually or in concert
      with
      others, engage in any conduct or make any statement that is likely to have
      the
      effect of undermining or disparaging the reputation of the Company or any member
      of the Restricted Group, or their good will, products, or business
      opportunities, or that is likely to have the effect of undermining or
      disparaging the reputation of any officer, director, agent, representative
      or
      employee, past or present, of the Company or any member of the Restricted Group.
      Company agrees that it shall not, directly or indirectly, engage in any conduct
      or make any statement that is likely to have the effect of undermining or
      disparaging the reputation of Employee.




(d)  For
      purposes of this Section 10, a business shall be deemed to be in competition
      with the Restricted Group if it is principally involved in the purchase, sale
      or
      other dealing in any property or the rendering of any service purchased, sold,
      dealt in or rendered by the Restricted Group as a material part of the business
      of the Restricted Group within the same geographic area in which the Restricted
      Group effects such purchases, sales or dealings or renders such services.
      Nothing in this Section 10 shall be construed so as to preclude Employee from
      investing in any company pursuant to the provisions of Section 1.2
      hereof.




(e)  Employee
      and the Company agree that this covenant not to compete is a reasonable covenant
      under the circumstances, and further agree that if in the opinion of any court
      of competent jurisdiction such restraint is not reasonable in any respect,
      such
      court shall have the right, power and authority to excise or modify such
      provision or provisions of this covenant as to the court shall appear not
      reasonable and to enforce the remainder of the covenant as so modified. Employee
      agrees that any breach of the covenants contained in this Section 10 would
      irreparably injure the Company. Accordingly, Employee agrees that the Company
      may, in addition to pursuing any other remedies it or they may have in law
      or in
      equity, cease making any payments otherwise required by this Agreement and
      obtain an injunction against Employee from any court having jurisdiction over
      the matter restraining any further violation of this Agreement by
      Employee.




**11.**  **Beneficiaries; References** .
      Employee shall be entitled to select (and change, to the extent permitted under
      any applicable law) a beneficiary or beneficiaries to receive any compensation
      or benefit payable hereunder following Employee’s death, and may change such
      election, in either case by giving the Company written notice thereof. In the
      event of Employee’s death or a judicial determination of his incompetence,
      reference in this Agreement to Employee shall be deemed, where appropriate,
      to
      refer to his beneficiary, estate or other legal representative. Any reference
      to
      the masculine gender in this Agreement shall include, where appropriate, the
      feminine.




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**12.**  **Survivorship** .
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. In particular, the provisions
      of
      Section 10 hereunder shall remain in effect as long as is necessary to give
      effect thereto.




**13.**  **Governing
      Law** .
      This
      Agreement shall be construed, interpreted and governed in accordance with the
      laws of Ontario, without reference to rules relating to conflicts of
      law.




**14.**  **Effect
      on Prior Agreements** .
      This
      Agreement contains the entire understanding among the parties hereto and
      supersedes in all respects any prior or other agreement or understanding among
      the parties or any affiliate or predecessor of the Company and Employee with
      respect to Employee’s employment, including but not limited to any severance
      arrangements. Under no circumstances shall Employee be entitled to any other
      severance payments or benefits of any kind, except for the payments and benefits
      described herein.




**15.**  **Withholding** .
      The
      Company shall be entitled to withhold from payment any amount of withholding
      required by law.




**16.**  **Counterparts** .
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original.




**IN
      WITNESS WHEREOF,** the
      parties hereto have executed this Agreement on the day and year first above
      written.


**SEA
                SUN CAPITAL CORP.**By:
            grahammillington imageName:
                Graham MillingtonTitle:
                President and Chief Executive OfficerGreg
              Heller




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