EX-10.1

                          SALES FORCE AGREEMENT


        This Sales Force Agreement is made and entered into as of this 21st day
        of January, 2004, by and between SEALIFE MARINE PRODUCTS, INC., a
        California corporation ("SeaLife") and BROKERS UNLIMITED, INC., a
        California corporation ("BUI") with reference to the following:

                                    RECITALS

        A.     SeaLife Marine Products, Inc. is a California corporation, which
        has rights to manufacture and sell marine paints including SeaLife 1000,
        a solvent base, anti-fouling coating for underwater use; SeaLife 2000, a
        water base anti-fouling coating for submerged marine use; and SeaLife
        3000, a water base coating with an advance anti-rust additive for above
        water applications.  SeaLife has rights to manufacture and sell these
        products, which are part of EPA Registration Number 70214-1, from its
        parent, SeaLife Corporation, a Delaware corporation (which including
        improvements and new marine paint products constitute the "Products").

        B.      BUI is a California corporation, incorporated on October 22,
        2003.

        C.      SeaLife has salespersons and sales accounts, as set forth on
        Exhibit "1" and has prospective distributors as set forth on Exhibit
        "2."  These sales accounts and prospective distributors are reserved by
        SeaLife.

        D.      BUI has the expertise and wherewithal to develop distributors
        and to promote SeaLife's products.  BUI represents and possesses the
        ability and wherewithal to promote the sale and use of the Products
        manufactured by SeaLife, and is desirous of developing demand for,
        obtaining distributors, and selling the Products on an exclusive basis
        worldwide, excepting only those sales accounts and prospective
        distributors reserved to SeaLife.

        F.      SeaLife is agreeable to appointing BUI as its sales force and
        BUI is agreeable to accepting such appointment on the terms and
        conditions set forth herein.

        WHEREFORE, it is mutually agreed as follows:

                                   ARTICLE 1

                                  APPOINTMENT

        1.1     Exclusive Appointment; Territory.

                (a)     SeaLife appoints BUI as the sole and exclusive sales
                force for the sale of its Products worldwide, excepting (i)
                Scandinavia (Sweden, Norway, Denmark, Finland, Iceland,
                Lithuania, Latvia and Estonia) which territory is to be handled
                by Marika Borofsky as a House Account, (ii) Japan and Korea,
                which territory is to be handled on a non-exclusive basis with
                Bob Lee, who shall handle enumerated Housed Accounts, as set
                forth in Exhibit "1," and (iii) other House Accounts.  The
                worldwide territory, with the exceptions noted above,
                constitutes the Territory.

                (b)     BUI shall continue to be such sole and exclusive
                 sales force after June 30, 2004, conditioned upon BUI
                 meeting or exceeding the sales goals set forth in
                 Article 6.  Exclusivity and the right to continue sales of
                 the Products may be reduced or lost as set forth in Section
                 6.2, if BUI does not obtain minimum sales set forth therein.

                (c)     During the term of this Agreement, SeaLife shall not
                appoint any other or different person, firm, business entity, or
                corporation to sell the same Products, excepting only House
                Accounts.

        1.2     House Accounts.  SeaLife reserves the right to sell directly to
        House Accounts.  For purposes of this Agreement, House Accounts are
        defined as the Sales Accounts and representatives set forth on Exhibit
        "1" and the Prospective Distributors set forth in Exhibit "2."

        1.3     Acceptance.  BUI accepts the appointment to develop demand for
        and to sell the Products, to establish distributors to sell the
        Products, to assist distributors or House Accounts in promoting and
        selling the Products, and to make all sales hereunder in accordance with
        this Agreement.

        1.4     Term.  Unless terminated as hereinafter provided, this Agreement
        and the appointment of the BUI hereunder shall continue in force through
        March 31, 2008, and shall automatically be extended thereafter for one
        year periods, unless either party shall give the other party ninety days
        written notice prior to such anniversaries of its election to terminate
        this Agreement, or this Agreement is terminated pursuant to Article 7.

                                   ARTICLE 2

                                   BUI DUTIES

        2.1     Establishment of Distributors.  BUI shall obtain one or more USA
        West Coast distributors to promote and sell the Products on or before
        January 31, 2004.  Any prospective distributorship arrangement shall be
        in writing and shall be presented to SeaLife for its execution and
        approval, which will not be unreasonably withheld or delayed.  Failure
        of BUI to have obtained a West Coast distributor reasonably acceptable
        to SeaLife on or before January 31, 2004, shall permit SeaLife to
        terminate the contract on ten day's written notice.

        2.2     Duties of BUI.  BUI shall obtain, create, supervise and assist
        distributors to sell the Products.  BUI shall provide such support,
        prospective customers, leads, and sales assistance to accomplish the
        minimum sales set forth in Section 6.1.  BUI shall select distributors
        for SeaLife's approval, which will not be unreasonably withheld or
        delayed, and help them with their strategic plans and sales, including
        but not limited to monitoring relationships; inspecting sales
        performance of the distributor; creating and utilizing
        computer/telephone technology to process, track and manage all orders
        obtained through the distributors, and, if applicable, the House
        Accounts; set up and operate a toll-free telephony services and web
        portals; providing content and information provided by SeaLife as to
        distributors and the Products to enable retail and wholesale customers
        to obtain the Products and determine the viability of the Products for
        their uses.  The cost of creating and maintaining the web portals and
        telephony services shall be solely that of BUI, and no content shall be
        included without the prior approval of SeaLife.

        2.3     Levels of Service.  BUI shall provide three levels of service,
        namely:

         (a)     Low Level, by providing remote sales support including
         conference calls and providing information to assist the House Account
         representative to close the sale, strategy and order processing support
         to the House Account distributors and their customers, and to the House
         Accounts, with commissions payable pursuant to Section 3.3(b).

        (b)     Middle Level support, providing the Low Level support plus
        onsite sales support, including but not limited to, providing staff to
        work with the distributors or House Account to promote the Products, to
        develop solid leads, and to assist in accomplishing sales of the
        Products, with commissions payable pursuant to Sections 3.3(c) or
        3.3(d).

        (c)     Full Support, providing the Middle Level support plus signing up
        distributors, assisting with the strategic plans to accomplish greater
        sales, and assisting sales to the ultimate end users along with the
        distributor, including attendance and participation in face-to-face
        meetings, all with the approval of SeaLife, with commissions payable
        pursuant to Section 3.3(a).

        2.4     Marketing Plans/Content.  BUI agrees to work with and assist
        SeaLife in developing marketing plans and web portal promotions and
        information, in conjunction with their marketing assistance to
        distributors, all to be approved by SeaLife prior to incorporation
        and/or dissemination.

        2.5     Bi-Monthly Conferences.  SeaLife and BUI shall have bi-monthly
        meetings, at times and places mutually agreed upon, to discuss and plan
        goals and programs to further the marketing distribution and sale of the
        Products.  These conferences shall include, but not be limited to,
        commitment of resources by SeaLife and BUI; training plans and
        determinations to be executed by SeaLife and BUI; action plans to be
        executed by BUI; targeting distributors and potential customers;
        providing maintenance schedules for existing distributors and customers;
        and developing marketing plans for improvements and enhancements of the
        Products and/or new products.

        2.6     Monthly Reports.  BUI shall provide SeaLife monthly reports
        setting forth its distributors, their marketing efforts, contacts made,
        the sales accomplished, the leads being pursued, and marketing plans for
        the next two quarters.

        2.7     Customer Follow-Up.  BUI shall create, design, operate and
        maintain customer follow-ups and customer satisfaction programs, all
        with the approval of SeaLife, which will not be unreasonably withheld or
        delayed.

        2.8     Staff.  BUI represents and warrants that it will provide
        sufficient staffing to obtain distributors; assist the marketing and
        sales of the Products; maintain the toll-free telephony services;
        maintain and update the web portals (with content to be provided by
        SeaLife); develop an enhanced marketing plans for the distributors and
        their clients; and assist and work with SeaLife to grow the business and
        increase sales to the mutual benefit and satisfaction of both parties.

        2.9     Compliance With Laws.  SeaLife and BUI agree to fully comply
        with all applicable state, federal and international laws, statute,
        rules and regulations with respect to marketing of the Products.

        2.10    Expenses.  BUI shall bear the full cost and expense of
        providing all of its services including, but not limited to, salaries
        of its employees, office and administrative expenses, travel,
        correspondence, business communications,advertising programs and
        market plans, presentations, creation of the web portals and toll-free
        telephony services, supporting such items, and other related costs
        and all taxes imposed on BUI, subject to BUI having the right to
        dispute any taxes imposed.

                                   ARTICLE 3

                                   OPERATIONS

        3.1     Acceptance of Orders; Filling.

                (a)     All orders SeaLife receives for its Products from BUI or
                its distributors are subject to confirmation by SeaLife, which
                will not be unreasonably withheld or delayed.

                (b)     SeaLife will use its best efforts to fill the accepted
                orders as promptly as practicable, subject, however, to delays
                caused by Government orders or requirements, transportation
                conditions, labor or material shortages, strikes, riots, fires,
                or any other cause beyond SeaLife's control.  In all cases,
                SeaLife will use its best efforts to advise BUI in advance of
                any inability to make full and timely delivery of any products
                which the Sales Representative has previously ordered.

        3.2     Payment.

                (a)     BUI's distributors and/or their customers shall pay
                SeaLife for its Products.

                (b)     SeaLife may change the schedule of prices at any time
                with thirty (30) days notice.  Such price increases shall not
                apply to confirmed orders in process.

        3.3     Commission to BUI.

                (a)     BUI shall be paid a commission of 17% of the Gross Sales
                received by SeaLife for sales accomplished by BUI and/or its
                distributors in the territory, less freight and delivery costs,
                product returns, discounts, and repacking charges.  Discounts
                shall be handled on a pro rata basis, e.g., if the discount
                required is 20%, BUI's commission will be reduced by 20% (such
                pro rata discounts are "Discounts").

                (b)     For House Accounts, BUI will assume primary service
                responsibilities after the close of sale, and assist SeaLife's
                representatives and accounts through sale.  The services
                rendered by BUI to assist in accomplishment of House Account
                sales, BUI shall receive a commission of 7% of the Gross Sales
                received by SeaLife for sales accomplished by the House Account
                representative, less freight and delivery costs, Product
                returns, Discounts, and repacking charges.

                (c)     For all new accounts obtained by BUI and/or its
                distributors from SeaLife recommended prospective customer
                leads, BUI shall be paid a commission of 12% of the Gross Sales
                received by SeaLife for sales accomplished, less freight and
                delivery costs, Product returns, Discounts, and repacking
                charges.

                (d)     Such payment to BUI shall be within fifteen (15) days of
                receipt of payment by SeaLife from BUI's distributors, or its
                customer, or House Account customer.

               (e)     SeaLife shall provide BUI written notification of leads
               and prospects with the name and address of the contact person.
               SeaLife representatives shall assist BUI as requested, to
               accomplish the sale of the Products to such leads. BUI and/or
               its distributors shall have primary responsibility of following
               up and attempting to close sales to the lead.  All Gross Sales
               obtained from such lead shall be subject to the 12% commission
               to BUI and Middle Level support. The level of support shall
               determine if a 12% or 17% commission is applicable.
               If BUI and/or its distributors have already contacted the
               prospect, they shall provide written notice to SeaLife of the
               prior contact, the person contacted,and information regarding
               that contact.  To assist both parties in this respect,
               in its monthly reports, BUI shall provide lists of names of
               persons and entities contacted so that there will be fewer
               disputes as to who created the lead which ultimately resulted
               in the sale.  If the parties disagree as to the appropriate
               commission (17% or 12%) to BUI, the decision shall be submitted
               to mediation or arbitration pursuant to Article 9.

                (f)     Gross Sales equal all sums actually received by Company
                from the sale of Products.

        3.4     BUI's Efforts, Facilities and Personnel.  BUI will use its best
        efforts to promote demand for and sale of SeaLife's Products and will
        maintain adequate facilities and sales and personnel for the purpose.
        BUI shall have the right, subject to SeaLife's prior approval, which
        will not be unreasonably withheld or delayed, to terminate a distributor
        and replace it with a more productive distributor.

        3.5     Place of Business; Display.  BUI shall maintain a place of
        business, display materials, website portals, toll-free telephonic
        services and demonstration sites reasonably satisfactory to SeaLife at
        all times, and SeaLife shall have the right at all reasonable times
        during business hours to inspect the place of business and display
        materials for matters connected with the Agreement.

        3.6     Appointment of Distributors, Salesmen or Other Representatives.

                (a)     BUI shall work and develop the Territory to the
                reasonable satisfaction of SeaLife, and in doing so may appoint
                distributors, salesmen, or other representatives to sell
                SeaLife's Products.

                (b)     SeaLife will execute agreements with the distributors
                obtained by BUI and approved by SeaLife.

                (c)     Upon expiration or prior termination of any such
                agreement for any cause, BUI shall furnish SeaLife with notice
                thereof.

        3.7     Report of Sales.  SeaLife shall furnish BUI monthly sales
        reports of all sales of Products.

        3.8     Confidentiality.  BUI acknowledges that during the engagement it
        will have access to and become acquainted with various trade secrets,
        inventions, innovations, processes, information, pricing, product
        development, marketing, promotional activities, records and
        specifications owned or licensed by SeaLife and/or used by SeaLife in
        connection with the operation of its business including, without
        limitation, SeaLife's business and product processes, methods, customer
        lists, accounts and procedures ("Confidential Information").  BUI agrees
        that it will not disclose any Confidential Information, directly or
        indirectly, or use any Confidential Information in any manner, either
        during the term of this Agreement or at any time thereafter, except as
        required in the course of this engagement with SeaLife.  All files,
        records, documents, blueprints, specifications, information, letters,
        notes, media lists, original artwork/creative, notebooks, and similar
        items prepared or furnished by SeaLife and containing Confidential
        Information, shall remain the exclusive property of SeaLife.  BUI shall
        not retain any copies of the foregoing without SeaLife's prior written
        permission.  Upon the expiration or earlier termination of this
        Agreement, or whenever requested by SeaLife, BUI shall immediately
        deliver to SeaLife all such files, records, documents, specifications,
        information, and other items in its possession or under its control,
        upon written request from SeaLife.

        In furtherance of its confidentiality obligations, BUI, its agents,
        servants and/or employees, undertake:

                (a)     To keep all the Confidential Information in confidence;

                (b)     To use any Confidential Information only for the
                purposes of selling SeaLife's product;

                (c)     Not, without SeaLife's prior written consent, to
                communicate or to disclose or copy any Confidential Information
                to any person other than any of BUI's directors, officers,
                employees, agents or representatives who require access to sell
                SeaLife's Products (each such person an "Authorized Person");

                (d)     To ensure that all Authorized Persons are, prior to the
                disclosure of Confidential Information, made aware of its
                confidential nature and that they hold the Confidential
                Information in accordance with the terms of this Agreement;

                (e)     That, if Confidential Information is to be disclosed per
                Court order or is disclosed under a legal requirement, BUI shall
                notify SeaLife immediately.  If an unauthorized disclosure is
                made, BUI shall notify SeaLife immediately and use its best
                efforts to recover the Confidential Information disclosed within
                a two year period; and

                (f)     That BUI shall indemnify and hold harmless SeaLife for
                any damages which a Court in a final decision shall have
                accepted to have been caused by the unauthorized disclosure or
                breach of this Agreement, including the cost of any reasonable
                expenses incurred as a result of such disclosure or breach.

        3.9     Conflicts of Interest; Non-Hire Provision.

              (a)     BUI represents that it is free to enter into this
              Agreement, and that this engagement does not violate the terms
              of any agreement between BUI and any third party.  Further,
              BUI, in rendering its duties shall not utilize any
              invention, discovery, development, improvement, innovation,
              or trade secret in which it does not have a proprietary
              interest.  During the term of this Agreement, BUI shall
              devote as much of its productive time, energy and
              abilities, if any, as BUI, in its sole discretion, shall
              determine.  BUI is expressly free to perform non-competing
              sales or services for other parties while performing services
              for SeaLife.  For a period of two years following any
              termination, BUI shall not, directly or indirectly hire,
              solicit, or encourage to leave SeaLife's employment, any
              employee, consultant, or contractor of SeaLife or hire any
              such employee, consultant, or contractor who has left
              SeaLife's employment or contractual engagement within two
              years of such employment or engagement.

                (b)     SeaLife represents that it is free to enter into this
                Agreement, and that this engagement does not violate the terms
                of any agreement between SeaLife and any third party.  Further,
                SeaLife, in rendering its duties shall not utilize any
                invention, discovery, development, improvement, innovation, or
                trade secret in which it does not have a proprietary interest.
                SeaLife is expressly free to perform non-competing sales or
                services for other parties while performing services for
                SeaLife.  For a period of two years following any termination,
                SeaLife shall not, directly or indirectly hire, solicit, or
                encourage to leave BUI's employment, any employee, consultant,
                or contractor of BUI or hire any such employee, consultant, or
                contractor who has left BUI's employment or contractual
                engagement within two years of such employment or engagement.

        3.10    Right to Use Name.

                (a)     Subject to the provisions of Subsection (b), BUI may use
                the name SeaLife as applied to SeaLife's Products in any sign or
                advertising during the term of this Agreement.

                (b)     In case of termination of this Agreement, BUI shall
                discontinue use of such name in any sign or advertising and
                thereafter shall not use the name directly or indirectly in
                connection with his business, nor use any other name, title, or
                expression so nearly resembling it as would be likely to lead to
                confusion or uncertainty or to deceive the public.

        3.11    Disclosure.  SeaLife and BUI shall have the right to disclose
        their relationship to third parties in such detail as they deem
        appropriate.

        3.12    Insurance.  BUI will carry liability insurance relative to any
        service that it performed for SeaLife, naming SeaLife as an additional
        insured of not less than $5,000,000 (including excess or umbrella
        coverage) and BUI shall provide SeaLife with a Certificate of Insurance.
        SeaLife shall carry general liability insurance and products liability
        insurance of not less than $5,000,000 per occurrence, naming BUI and its
        distributors as additional insureds, and SeaLife shall provide BUI and
        its distributors with a Certificate of Insurance.  Each such insurance
        shall provide that the named additional insured shall be given thirty
        (30) days advance notice of non-renewal or non-payment of premium.

        3.13    Products Warranties.  At BUI's request, SeaLife shall furnish to
        each distributor or customer solicited, SeaLife's standard warranty
        covering the Products, such warranty to be established by SeaLife from
        time to time.  Such standard warranty shall contain a statement to the
        effect that no one is authorized to make any warranty or representation
        other than as set forth in the standard warranty, and that the
        distributor or customer may not rely on any other warranty or
        representation.  SeaLife shall be solely responsible for the design,
        development, supply, production and performance of the Products for
        which orders are solicited and for the protection of its trade name or
        names, if any.

        3.14    Responsibility for Products.  The parties acknowledge that BUI's
        duties are in the nature of acting as SeaLife's sales force as provided
        herein, and that BUI shall have no responsibility related to the
        preparation, quality and shipment of Products.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SEALIFE

As a material inducement to BUI to enter into this Agreement and to perform its
obligations hereunder, SeaLife hereby represents and warrants to BUI as set
forth below in this Article 4.

        4.1     Organization of SeaLife.  SeaLife is a corporation duly
        organized, validly existing and in good standing under the laws of the
        State of California.

        4.2     Authorization and Approvals.  This Agreement is the legal, valid
        and binding obligation of SeaLife, enforceable in accordance with its
        terms, except as may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other laws relating to or affecting the
        enforcement of creditors' rights and remedies generally.  This Agreement
        has been duly and validly authorized by all necessary corporate action
        on the part of SeaLife.

        4.3     No Violations.  Neither the SeaLife's execution and delivery of
        this Agreement nor its performance of its obligations hereunder will (a)
        result in a default under any of the terms, conditions or provisions of
        any contract, agreement, instrument, commitment or undertaking to which
        the SeaLife is a party or is subject, or (b) violate any existing order,
        writ, injunction, decree, law, statute, rule or regulation of any court
        or governmental authority.

        4.4     Due Authorization.  SeaLife has all necessary corporate power
        and authority to execute and deliver this Agreement and to perform its
        obligations hereunder.  This Agreement has been duly and validly
        authorized by all necessary corporate action on the part of SeaLife.
        This Agreement constitutes the legal, valid and binding obligation of
        SeaLife enforceable in accordance with its terms, subject to judicial
        discretion regarding specific performance or other equitable remedies,
        and except as may be limited by bankruptcy, reorganization, insolvency,
        moratorium or other laws relating to or affecting the enforcement of
        creditors, rights and remedies generally.

        4.5     Product Warranties.  SeaLife will continue its research and
        development program for the Products, and improvements thereof; and
        SeaLife will provide all warranties for the Products.

        4.6     Accuracy of Representations and Warranties.  Subject to the
        qualifications stated therein, no representation or warranty made by
        SeaLife in this Agreement contains any untrue statement of a fact or
        omits to state a fact necessary in order to make the statements so made,
        in light of the circumstances under which they are made, not misleading.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUI

        As a material inducement to SeaLife to enter into this Agreement and to
        perform its obligations hereunder, BUI hereby represents and warrants to
        SeaLife as follows:

        5.1     Organization of BUI.  BUI is a corporation duly organized,
        validly existing and in good standing under the laws of the State of
        California.  BUI represents and warrants that it is a Subchapter S
        Corporation and that it will advise SeaLife within five business days of
        any changes to its current Board of Directors and Shareholders.  BUI
        will provide a redacted copy of its IRS 2553 Form, without social
        security numbers and personal addresses, to SeaLife within five business
        days of execution of this Contract.

        5.2     Due Authorization.  BUI has all necessary corporate power and
        authority to execute and deliver this Agreement and to perform its
        obligations hereunder.  This Agreement has been duly and validly
        authorized by all necessary corporate action on the part of BUI.  This
        Agreement constitutes the legal, valid and binding obligation of the BUI
        enforceable in accordance with its terms, subject to judicial discretion
        regarding specific performance or other equitable remedies, and except
        as may be limited by bankruptcy, reorganization, insolvency, moratorium
        or other laws relating to or affecting the enforcement of creditors,
        rights and remedies generally.

        5.3     No Violations.  Neither the BUI's execution and delivery of this
        Agreement nor its performance of its obligations hereunder will (a)
        result in a default under any of the terms, conditions or provisions of
        any contract, agreement, instrument, commitment or undertaking to which
        the BUI is a party or are subject, or (b) violate any existing order,
        writ, injunction, decree, law, statute, rule or regulation of any court
        or governmental authority applicable to BUI.

        5.4     Expertise; Contracts.  BUI has established relationships and
        contacts with potential distributors, distributors and customers for the
        Products, and has the marketing expertise and skills, management
        capabilities, web portal expertise, to fully and efficiently perform all
        obligations set forth in this Agreement.

        5.5     Accuracy of Representations and Warranties.  Subject to the
        qualifications stated therein, no representation or warranty made by BUI
        in this Agreement contains any untrue statement of a fact or omits to
        state a fact necessary in order to make the statements so made, in light
        of the circumstances under which they are made, not misleading.

ARTICLE 6

SALES REQUIREMENTS

        6.1     To maintain its territorial exclusivity to sell the Products,
        BUI must meet the following sales goals.  A sale is deemed completed
        upon delivery of the Product and receipt of payment therefor from the
        customer.  House Account sales for which BUI will receive a commission,
        shall not count towards the following sales requirements:

                (a)     Secure a West Coast distributor in accordance with
                Section 2.1.

                (b)     Obtain completed Gross Sales of not less than 20,000
                U.S. Gallons at normal Product pricing, considering volume
                pricing, not at deep discounts ("Normal Product Pricing") or
                before July 1, 2004.

                (c)     Obtain completed Gross  Sales to apply the one or more
                Products to a General Maritime Corporation vessel, to become
                completed on or before October 1, 2004.

                (d)     Obtain and complete Gross Sales for not less than 40,000
                gallons of Products Normal Product Pricing, which will include
                (b) and (c) above, through December 31, 2004.

                (e)     Obtain and complete Gross Sales for not less than 60,000
                gallons of Products at Normal Product Pricing through March 31,
                2005, which will include (b), (c) and (d) above.

                (f)     Obtain and complete Gross Sales of not less than 100,000
                gallons of Products at Normal Product Pricing during the period
                April 1, 2005 through March 31, 2006.

                (g)     Obtain and complete Gross Sales of not less than 250,000
                gallons of Products at Normal Product Pricing during the period
                April 1, 2006 through March 31, 2007.

                (h)     Obtain and complete Gross Sales of not less than 300,000
                gallons of Products at Normal Product Pricing during the period
                April 1, 2007 through March 31, 2008.

                (i)     Obtain and complete Gross Sales of not less than 500,000
                gallons of Product at Normal Product Pricing during the period
                April 1, 2008 through March 31, 2009.

                (j)     Obtain and complete Gross Sales of Products for such
                gallonage as has been agreed to by and between the parties for
                each year thereafter, but in no event less than 500,000 gallons
                per fiscal year.

        6.2     Non-Exclusive Distribution.  If BUI fails to meet the minimum
        sales set forth in Section 6.1, the parties agree that BUI shall remain
        a non-exclusive distributor for SeaLife so long as BUI obtains the
        following completed Gross Sales of Products at Normal Product Pricing:

                (a)     50,000 gallons Gross Sales of Products, exclusive of
                House Sales, through March 31, 2005.

                (b)     75,000 gallons Gross Sales of Products, exclusive of
                House Sales, for each early period commencing April 1 and
                concluding March 31, the first such year being April 1, 2005
                through March 31, 2006.

                (c)     Should BUI become a non-exclusive marketing agent, it
                must maintain other obligations set forth in this Agreement
                notwithstanding the loss of exclusivity, and BUI agrees to
                continue to provide such services notwithstanding that it no
                longer has the exclusive worldwide distribution, except for
                House Accounts.

ARTICLE 7

TERMINATION

        7.1     SeaLife Right to Cancel.  SeaLife shall have the right to cancel
        the Agreement upon:

        (a)   Ten (10) days notice, without being cured, for any of the
          following:

        (1)   Minimum sales goals as set forth in Sections 6.1 and 6.2 have not
          been met;

        (2)   Peter Georgiopoulos ceases to be a shareholder of at least 10%
          of the shares of BUI, other than by death.

        (3)     Peter Georgiopoulos dies on or before March 31, 2005.

        (b)     SeaLife shall have the right to terminate this Agreement
                upon thirty (30) days notice, without being cured, for any of
                the following:

                        (1)     Subject to the written notice and 30-day cure
                        provisions set forth in Section 7.2(b), SeaLife
                        reasonably and in good faith determines that BUI's
                        staffing is insufficient to develop the marketplace for
                        its Products.

                        (2)     Subject to the written notice and 30-day cure
                        provisions set forth in Section 7.2(b), SeaLife
                        reasonably and in good faith determines that the
                        marketing programs and product development skills of BUI
                        are insufficient to fulfill the needs of this Agreement.

                        (3)     Subject to the written notice and 30-day cure
                        provisions set forth in Section 7.2(b), SeaLife
                        reasonably and in good faith determines that its
                        interests may be imperiled in the case of insolvency of
                        BUI.

        7.2     Joint Right to Cancel.  Either party may terminate this
        Agreement as follows:

                (a)     Upon notice of non-renewal to the other party on or
                before December 31 for the fiscal year ending the following
                March 31.

                (b)     Breach or default by the other party of any of the
                terms, obligations, covenants, representations and warranties
                under this Agreement, which is not waived in writing by the non-
                defaulting party.  In such case, the non-defaulting party shall
                notify the other party of such alleged breach or default,
                describing its nature in reasonable detail, and the other party
                shall have a period of thirty (30) days to cure the same.

                (c)     The other party is declared insolvent or in bankrupt, or
                makes an assignment for the benefit of creditors, or a receiver
                is appointed or any proceeding is demanded by for or against the
                other under any provisions of the Federal Bankruptcy Act or any
                amendment thereof and such involuntary bankruptcy and/or
                receiver is not eliminated within sixty (60) days.

7.3     Applicability of Terms After Termination.  In the event of termination,
this Agreement shall remain applicable to any orders for Products which BUI or
its distributors have previously placed and to any other orders which may be
executed by such parties within three (3) years subsequent to the effective date
of termination, and solid leads developed by BUI which result in sales within a
two (2) year period (e.g., if a solid lead results in sales, by a client
identified on BUI's final monthly report or its reservation list, commencing six
months after termination, BUI would be entitled to a commission for sales
completed within the next eighteen (18) months through two (2) years after
termination).  Within ten (10) days of termination, BUI shall provide SeaLife a
reservation list, delineating all distributors and customers it has obtained.
SeaLife may dispute such names, subject to the arbitration procedures set forth
in Article 9.  SeaLife shall continue to provide sales reports and payments as
to BUI distributors and customers throughout the applicable two year or three
year period.

                (a)     SeaLife shall have the option to have BUI provide full
                support to the distributors or customers following termination,
                in which case, BUI will be entitled to a 17% commission on Gross
                Sales completed within the applicable time period.

                (b)     SeaLife may choose to have BUI provide only Mid Level
                support to the distributors or customers, following termination.
                In such case, BUI will be entitled to a 12% commission, on Gross
                Sales completed within the applicable time period.

                (c)     SeaLife may change the level of service required by BUI
                throughout the applicable period, and/or on a client by client,
                or each distributor basis, in which case the commission level
                shall be adjusted accordingly.

ARTICLE 8

INDEMNIFICATION

        8.1     Indemnification by BUI.  BUI shall hold harmless and indemnify
        SeaLife, and its principals, agents, employees, attorneys,
        representatives, heirs, successors, assigns, parents, subsidiaries,
        officers, shareholders, personal representatives, and others claiming
        through them (collectively the "Released Parties") from any and all
        claims, actions, causes of action, obligations, liabilities,
        indebtedness, breaches of duty, claims for injunctive or other equitable
        relief, suits, liens, losses or economic damages, all of third parties,
        including reasonable attorney's fees of any nature or kind whatsoever,
        known or unknown, suspected or unsuspected, fixed or contingent,
        liquidated or unliquidated, arising out of BUI's acts, duties or
        omissions, to be performed under the Agreement; provided, however, that
        such indemnification shall not include consequential damages, lost
        profits, and good will damages, costs and expenses.

        8.2     Indemnification by SeaLife.  SeaLife shall hold harmless and
        indemnify BUI, and its principals, agents, employees, attorneys,
        representatives, heirs, successors, assigns, parents, subsidiaries,
        officers, shareholders, personal representatives, and others claiming
        through them (collectively the "Released Parties") from any and all
        claims, actions, causes of action, obligations, liabilities,
        indebtedness, breaches of duty, claims for injunctive or other equitable
        relief, suits, liens, losses or economic damages, all of third parties,
        including reasonable attorney's fees of any nature or kind whatsoever,
        known or unknown, suspected or unsuspected, fixed or contingent,
        liquidated or unliquidated, arising out of SeaLife's acts, duties,
        omissions or Product defects; provided, however, that such
        indemnification shall not include consequential damages, lost profits,
        and good will damages, costs and expenses.

        8.3     Claims Procedures.  A party entitled to indemnification
        hereunder shall notify the indemnifying party of any claim of such
        indemnified party for indemnification under this Agreement (other than
        in respect of third party claims referred to in Section 8.4 below)
        within thirty (30) days of the date on which a party first receives
        actual notice of the existence of such claim.  Such notice shall specify
        the nature of such claim in reasonable detail, and the indemnifying
        party shall be given reasonable access to any documents or properties
        within the control of the indemnified party as may be useful in the
        investigation of the basis for the claim.  The failure to so notify the
        indemnifying party within such thirty-day period shall be deemed to be a
        waiver of the indemnified party's rights of indemnification under this
        Article 8 only to the extent the indemnifying party has been actually
        prejudiced by such failure to receive notice.

        8.4     Third Party Claims.  If a claim by a third party is made against
        any of the indemnified parties, and if such indemnified party intends to
        seek indemnity with respect thereto under this Article 8, such
        indemnified party shall promptly notify the indemnifying party of such
        claim.  The indemnifying Party shall have thirty (30) days after receipt
        of the above-mentioned written notice to commence to undertake, conduct
        and control, through counsel of its own choosing and at its expense, the
        settlement or defense therefor, and the indemnified party shall
        cooperate in connection therewith; provided that:  (a) Indemnifying
        party shall not thereby permit to exist any lien, encumbrance or other
        adverse charge upon any asset of any indemnified party, (b) the
        indemnifying party shall permit the indemnified party to participate in
        such proceeding through counsel chosen by the indemnified party, and (c)
        the indemnified party shall have the right to employ its own counsel, at
        indemnifying party's expense, if such indemnified party reasonably
        concludes that such action, suit or proceeding involves to a significant
        extent matters beyond the scope of the indemnity agreement contained in
        this Article 8, or that there may be defenses available to it (or him or
        them) which are different from or additional to those available to the
        indemnifying party.  So long as the indemnifying party is reasonably
        contesting any such claim in good faith, the indemnified party shall not
        pay or settle any such claim.  If the indemnifying party does not notify
        the indemnified party within thirty (30) days after receipt of the
        indemnified party's written notice of a claim of indemnity hereunder
        that it elects to undertake the defense thereof, the indemnified party
        shall have the right to contest, settle or compromise the claim in the
        exercise of its exclusive discretion at the expense of the indemnifying
        party, which expense shall be promptly paid upon the written demand of
        the indemnified party.  The indemnified party shall, however, notify the
        indemnifying party in writing of any compromise or settlement of any
        such claim.

        8.5     Survival of Obligations.  The indemnification obligations under
        this Article 8 shall survive termination and continue in full force and
        effect.

                                   ARTICLE 9

                                  ARBITRATION

        9.1     Any controversy, claim, dispute or other matter arising out of,
        or relating to, this Agreement shall be decided by binding arbitration
        in a manner agreed upon by the parties, and in the absence of such
        agreement, in accordance with the Arbitration Rules of the American
        Arbitration Association.  Any arbitration shall be held in Los Angeles,
        California.  No arbitration may be commenced unless the parties have
        first attempted informal or formal mediation of the dispute with a
        mediation process in a manner agreed upon by the parties, and in the
        absence of such agreement, in accordance with the Mediation Rules of the
        American Arbitration Association.

        9.2     The party demanding mediation and then arbitration shall give
        notice of the demand in writing to the other party and to the American
        Arbitration Association in Los Angeles, California.  The demand for
        mediation and then arbitration shall be made within a reasonable time,
        after a claim, dispute or other matter in question has arisen, but
        except as otherwise expressly provided herein, in no event, after the
        date when institution of legal or equitable proceedings based on such
        claim, dispute or other matter in question would be barred by the
        applicable statute of limitations.  Section 1283.05 of the California
        Code of Civil Procedure is incorporated in this Agreement and made a
        part hereof.

        NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY
        DISPUTE CONCERNING MONEY DAMAGES ARISING OUT OF THIS AGREEMENT,
        DETERMINED BY MEDIATION AND THEN ARBITRATION AND ARE WAIVING ANY RIGHT
        TO HAVE THE DISPUTE LITIGATED IN A COURT AND BY A JURY TRIAL.  ALL
        DISPUTES INVOLVING EQUITABLE RELIEF SUCH AS INJUNCTIONS MAY BE FILED IN
        A COURT OF COMPETENT JURISDICTION UNLESS THE PARTIES AGREE TO SUBMIT
        SUCH EQUITABLE ISSUES TO MEDIATION AND THEN ARBITRATION.

                        SeaLife /s/ RM                  BUI /s/ JR
                                -------------           --------
                                RM                            JR

ARTICLE 10

INTERPRETATION AND ENFORCEMENT

        10.1    Notices.  Any and all notices, demands, or other communications
        required or desired to be given hereunder by any party shall be in
        writing and shall be validly given or made to another party if
        personally served, sent by recognized overnight courier service, or if
        deposited in the United States mail, certified or registered, postage
        prepaid, return receipt requested.  If such notice or demand is served
        personally, notice shall be deemed constructively made at the time of
        such personal service.  If sent by recognized overnight courier service,
        such notice shall be deemed given the next business day.  If such
        notice, demand or other communication is given by mail, such notice
        shall be conclusively deemed given two (2) days after deposit thereof in
        the United States mail addressed to the party to whom such notice,
        demand or other communication is to be given as follows:

                If to BUI:                Brokers Unlimited, Inc.
                                          1821 Glenhaven Avenue
                                          Walnut Creek, CA  94595
                                          Attention:  Joe Regoli

                If to SeaLife:            SeaLife Marine Products, Inc.
                                          5601 W. Slauson Avenue, Suite 283
                                          Culver City, CA  90230
                                          Attention:  Robert McCaslin

Any party hereto may change its address for purposes of this paragraph by
written notice given in the manner provided above.

        10.2    Independent Contractor.  This Agreement shall not render BUI an
        employee, partner, agent of, joint venturer or legal representative of
        SeaLife for any purpose.  BUI is and will remain an independent
        contractor in its relationship to SeaLife.  SeaLife shall not be
        responsible for withholding taxes with respect to BUI's compensation
        hereunder.  BUI shall have no claim against SeaLife hereunder or
        otherwise for vacation pay, sick leave, retirement benefits, social
        security, worker's compensation, health or disability benefits,
        unemployment insurance benefits, or employee benefits of any kind.

        10.3    Completeness of Instrument.  This instrument contains all of the
        agreements, understandings, representations, conditions, warranties, and
        covenants made between the parties hereto.  Unless set forth herein,
        neither party shall be liable for any representations made, and all
        modifications and amendments hereto must be made in writing.

        10.4    Assignment.  This Agreement constitutes a personal contract and
        neither party shall transfer or assign the Agreement or any part thereof
        without written consent of the other party.

        10.5    Right to Injunction.  The parties hereto acknowledge that the
        services to be rendered by BUI under this Agreement and the performance
        by SeaLife under the Agreement are of a special, unique, unusual, and
        extraordinary character which gives them a peculiar value, the loss of
        which cannot be reasonably or adequately compensated by damages in any
        action at law, and the breach by either party of any of the provisions
        of this Agreement will cause either party irreparable injury and damage.
        Either party expressly agrees that the other party shall be entitled to
        injunctive and other equitable relief in the event of, or to prevent a
        breach of any provision of this Agreement by either party.  Resort to
        such equitable relief, however, shall not be construed to be a waiver of
        any other rights or remedies that the other party may have for damages
        or otherwise.  The various right and remedies of the other party under
        this Agreement or otherwise shall be construed to be cumulative, and no
        one of them shall be exclusive of any other or of any right or remedy
        allowed by law.

        10.6    No Implied Waivers.  The failure of either party at any time to
        require performance by the other party of any provision hereof shall not
        affect in any way the full right to require such performance at any time
        thereafter.  Nor shall the waiver by either party of a breach of any
        provision hereof be taken or held to be a waiver of the provision
        itself.

        10.7    Controlling Law.  The validity, interpretation, and performance
        of this Agreement shall be controlled by and construed under the laws of
        the State of California, the state in which this Agreement is being
        executed.  It is understood, however, that this is a general form of
        agreement, designed for use throughout the world wherever SeaLife may
        desire to sell its Products, and that any provision herein which in any
        way contravenes the laws of any state, country or jurisdiction shall be
        deemed not to be a part of this Agreement therein.

        10.8    Attorneys' Fees.  If any action or other proceeding is brought
        to enforce the rights or obligations of the parties under this
        Agreement, the prevailing party shall be entitled to recover all of such
        party's costs and expenses of suit, including reasonable attorneys'
        fees, in addition to any other relief to which it may be entitled.

        10.9    Modification or Amendment.  No amendment, change or
        modification of this Agreement shall be valid unless in writing signed
        by the parties hereto.

        10.10   Unenforceability of Provisions.  If any provision of this
        Agreement, or any portion thereof, is held to be invalid or
        unenforceable, then the remainder of this Agreement shall nevertheless
        remain in full force and effect.

        Executed on January 21, 2004, at Alamo, California.

COMPANY:SEALIFE MARINE PRODUCTS, INC.
/s/ Bob McCaslin
------------------------------
By:  Bob McCaslin Its:
President

BROKERS UNLIMITED, INC.
/s/ Joseph Regoli
----------------------------
By: Joseph RegoliIts:
President



EXHIBIT "1"


SALESPERSONS AND SALES ACCOUNTS

        SeaLife Sales Representatives, Distributors and Selected Territories for
        House Accounts:

        1.      Bob Lee

                Exclusively:

                Nippon Paint (Japan)
                Nippon Paint - Aquaculture (Japan)
                Daewoo Shipbuilding (Korea)
                Samsung (Korea)

                On a non-exclusive basis, with a sharing commission, as to other
                Japanese or Korean clients.

        2.      Marika Borofsky - Scandinavia - Includes:

                Sweden
                Norway
                Denmark
                Finland
                Iceland
                Baltic Sea States - Lithuania
                Latvia
                Estonia

        3.      Stephen Lyons (Avi)

                Maersk shipbuilding and maintenance
                Isabela Ferreira (Brazil)
                Petrobras and Brazilian Navy (Brazil)
                Ali Zeitoun (Middle East)
                K. F. Choy/Cuthbert (China)

        4.      David Westover - Marina del Rey

                Marina del Rey Test boats
                Baja Naval - Baja California (Mexico)

        5.      DeAna Vitela

        U.S. Army Tank turret test

6.      RKR - Bob Koehler/John D. Riley

       Dave Falconer - Brush Tek (Australia-New Zealand)(Potential Distributor)
       Red House Marketing (Manama, Bahrain)
       Antonio Girona Garcia (Alicante, Spain)
       Forestall Shipyard (Essen, Germany)

       A.      NASSCO, San Diego, CA and its affiliated shipyards in General
               Dynamics

       B.      Fluor-Daniel, Sugerland, Texas

       C.      Belfro Corp., Houston, Texas

       D.      Petro-Chemical Systems Corp., Salt Lake City, Utah

       E.      Te Shaw Group, Baton Rouge, LA

       F.      Corrosion Engineering Services, San Diego, Naval Sea Systems
               Command

       G.      McDonalds of the EU.  London UK

       H.      Dept. of Transportation, UK

       I.      Environmental Department, UK

       J.      Greater London City Council, UK

       K.      Thysson-Krupp, Germany

       L.      Haullotte, Paris, France

       M.      French Navy

       N.      Malta Dry Docks, Malta

       O.      Dubai, Dry Docks, Dubai

       P.      ASARY, Bahrain

7.      Graham Walsh - East Coast

        Fjord Seafood - Belfast, Maine
        Crab Fishermen


HOUSE
SPECIAL ACCOUNTS
SEALIFE MARINE PRODUCTS, INC.

8.      J.P. Heyes

        Blue Ocean Ship Management Ltd.

9.      Dan Kubik

        Carnival Corporation - London, UK
        Carnival Cruise Lines - Miami, Florida
        Naval Sea Systems Command
        Honda - Japan - NofKansai - Yoshiyuki Ono (John Drew)
        Edison Chouest (in conjunction with Dave Westover)
        Grand Banks Yachts - Singapore

10.     Bob McCaslin

        Chinese Navy - Sho Hamada
        U.S. Dept. of Marina Development - Bob McCaslin
        West Marine - Walnut Grove, CA

        SeaLife may change salespersons assigned to sales accounts and retain
        such accounts as House Accounts.

        SeaLife may add sales representatives and sales accounts as House
        Accounts, subject to reasonable approval by BUI, which approval shall
        not be unreasonable withheld or delayed.




EXHIBIT "2"


PROSPECTIVE DISTRIBUTORS


        The following represents potential distributors reserved to SeaLife:

        1.      Acadiana Paint & Supply

                Ronnie Cripps
                120 Toledo Drive
                Lafayette, LA  70506

        2.      Budget Marine Group

                Robbie Ferron
                Box 434
                St. Marten Neth Antilles NEAR
                VI
                Phone:  599-544-3134
                Fax:      599-544-4409

                Territory - Grenada, Antigua, St. Marten,
                U.S. Virgin Islands, Bonaire

        3.      Blount Barker Shipbuilding

                Bob Correa
                461 Water Street
                P. O. Box 368
                Warren, RI  02885
                Phone:  401-245-8300
                Fax:      401-245-8303

                Territory - Yet to be defined