Exhibit 10.8

                              CONSULTING AGREEMENT


This Consulting Agreement is made effective on the 1st day of December,  2000 by
and between MARICULTURE SYSTEMS, INC., a Florida Corporation, of Post Office Box
968, Lake Stevens,  Washington  98258  (hereinafter  "MARI") and Websters' Inc.,
16355 Densmore Avenue North, Shoreline, Washington 98133 (hereinafter "WEB").

SUBJECT:  As principal,  MARI wishes to engage WEB as a registered  professional
engineering  firm for the  purposes  of  performing  the  comprehensive  design,
development and production of a functional  integrated  commercial  flow-through
effluent  handling  device to capture,  separate and consolidate the water borne
waste  originating  from a  SARGO(TM)  Fish  Farming  System;  and to  providing
technical support to the fabrication, erection and installation of the resulting
device into SARGO commercial fish rearing vessels.


WEB agrees:

1) to act as a Environmental Consulting Engineer and Design Engineer to MARI for
the successful  development of an integrated waste handling sub-system for SARGO
reservoirs,  and other projects as may be agreed upon,  providing  approximately
250 hours of his  professional  services to be paid as  outlined in  paragraph 9
herein.  At this  projects  conclusion,  the expected  result is a  commercially
operable,   water  driven,   waste  management   system   designed,   built  and
demonstrating  the  capacity  to  remove  essentially  all of all types of solid
wastes expected to be deposited and/or excreted in a SARGO reservoir.  WEB shall
provide PE stamps on environmental drawings and documents as required;

2) to  acknowledge  and  understand  that  MARI  is not  now a  publicly  traded
Corporation and that there is no guarantee that MARI stock will be openly traded
by any broker or agent.  WEB knows and has knowledge  that MARI is a development
stage company with a limited number of investors in its privately placed stock;

4) to acknowledge, understand and attest that WEB is not now an employee of MARI
and is not  expected to become an employee of MARI at any time during the period
that  this  Consulting  Agreement  is  in  effect  and  WEB  is  an  independent
contractor;


5) to release to MARI for additional  compensation  not to exceed  $100.00,  all
rights,  title,  and  interest to any  inventions,  proprietary  information  or
intellectual  property  resulting  from the work to be  performed as outlined by
this agreement;


6) to deliver to MARI upon  request a written  progress  report as to efforts of
WEB, and accomplishments during the preceding period and WEB future plans;


7) Confidential Information.

     A.  Nondisclosure.  During the term of this  consulting  contract or at any
time thereafter, irrespective of the time, manner or cause of the termination of
this Agreement, WEB will not directly or indirectly reveal, divulge, disclose or
communicate to any person or entity, other than authorized  officers,  directors
and employees of MARI, in any manner  whatsoever,  any Confidential  Information
(as hereinafter defined) of MARI without the prior written consent of MARI.




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     B. Definition. As used herein, "Confidential Information" means information
disclosed to or known by WEB as a direct or indirect  consequence  of or through
this consulting  contract with MARI or its respective  businesses,  products and
practices,  which  information  is not generally  known in the business in which
MARI is or may be engaged.  However,  Confidential  Information will not include
under any  circumstances  any information with respect to the foregoing  matters
which is (i) available to the public from a source other than WEB, (ii) released
in  writing  by MARI to the  public  or to  persons  who are not under a similar
obligation of confidentiality to MARI and who are not parties to this Agreement,
(iii)  obtained  by WEB from a third  party not under a  similar  obligation  of
confidentiality  to MARI,  (iv) required to be disclosed by any court process or
any government or agency or department of any government,  or (v) the subject of
a written waiver executed by MARI for the benefit of WEB.

     C. Return of Property.  Upon termination of this consulting  contract,  WEB
will  surrender  to  MARI  all  Confidential   Information,   including  without
limitation, all lists, charts, files, disks, tapes, programs, program and system
manuals and documentation,  schedules,  reports, financial statements, books and
records of MARI, and all copies thereof, and all other property belonging to the
MARI.


     MARI agrees:

8) to supply WEB information,  as reasonably  available and as needed, to assist
WEB to produce the desired design and specifications;

9) to pay WEB an initial deposit in advance against this Consulting Agreement of
One Thousand  (1,000) Shares of the  restricted  Common Stock of MARI and to pay
WEB a  consultant's  fee at a rate of One Hundred (100) shares of the restricted
Common  Stock of MARI,  for every  One (1) hour of  professional  service,  or a
pro-rata amount  thereof.  Payments in shares will be presented as a certificate
of the restricted Common Stock of MARI issued on a quarterly basis upon approval
of the MARI Board of Directors at their regularly  scheduled  meetings.  WEB may
submit a request in writing,  only with the  submission of a quarterly  billing,
that MARI  consider  making  that  quarterly  payment at the rate of One Hundred
Fifty  ($150.00)  dollars for every One (1) hour of professional  service,  or a
pro-rata amount thereof.  If the parties agree to payment in cash,  payment will
be made at the  convenience  of MARI and not later than upon  completion  of the
project,  as outlined in  paragraph  2. Travel and  out-of-pocket  costs are not
included;

10) to request  issue of stock for payment of the  initial  deposit of the above
agreed  consultant's  fees upon the effective date of this Consulting  Agreement
and to order  issue of stock for full  payment  of the  services  of WEB  within
Thirty  (30)  days  of  submission  of  the  Quarterly  billings  by  WEB.  Each
certificate of stock tendered under this Consulting Agreement shall be issued to
"George Webster";

11) to  reimburse in kind,  any  previously  agreed upon in writing,  travel and
out-of-pocket costs within Thirty (30) days of submission of substantiated bills
to MARI;

12) to arrange at the  Company's  convenience  for the exchange  for cash,  only
during the second year following the date of issue, at the same rate of value as
at original  issue,  any designated part or the total of all stock issued to WEB
as a fee from this  Consulting  Agreement,  but only in the event that the stock
tendered to WEB is not able to be sold in a brokers'  transaction  as defined by
Rule 144(f) of the Securities Act of 1933, as amended after a period of one year
from date of issue of the  certificate  and by the  specific  written  and dated
request of WEB presented to the Company;


Further:

13) Termination.  If the contractual  relationship with WEB under this Agreement
is terminated with or without cause, no further compensation will be paid to WEB
after the date of termination and


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all benefits will cease at that time.  MARI reserves the right to terminate with
or without cause at any time in its sole discretion;

14) Entire Agreement;  Amendments.  This Agreement contains the entire agreement
of the parties  hereto with respect to the subject  matter hereof and supersedes
all prior agreements and understandings,  if any, relating to the subject matter
hereof,  including the Prior  Agreement,  which is fully replaced  hereby.  This
Agreement may be amended,  in whole or in part only, by an instrument in writing
setting forth the  particulars of such amendment and duly executed by an officer
of MARI expressly authorized by the Board to do so and by WEB;

15)  Invalid  Provisions.  If any  provision  of  this  Agreement  is held to be
illegal,  invalid or unenforceable under present or future laws, such provisions
will be fully severable, and this Agreement will be construed and enforced as if
such illegal,  invalid or unenforceable  provision had never comprised a part of
this Agreement;  the remaining  provisions of this Agreement will remain in full
force  and  effect  and  will  not  be  affected  by  the  illegal,  invalid  or
unenforceable  provision or by its severance of this Agreement.  In lieu of each
such  illegal,  invalid  or  unenforceable   provision,   there  will  be  added
automatically  as part of this Agreement a provision as similar in terms to such
illegal,  invalid or  unenforceable  provision  as may be possible and be legal,
valid and enforceable;

16) Governing Law. This  Agreement  will be construed and enforced  according to
the  laws of the  State  of  Washington  and  any  dispute  arising  out of this
Agreement  shall be settled by a court of  competent  jurisdiction  in Snohomish
County, Washington.

           This  agreement  is valid for two (2) years from the date first above
written. MARI agrees that WEB is not responsible for, and does not guarantee any
cost bids for the production of the vessels or sub-systems to those vessels. WEB
may not  negotiate  any final  contract  on  behalf of MARI nor can WEB,  either
intentionally  or  unintentionally,  financially  obligate MARI without specific
written  instructions  for each act.  WEB  cannot  and will not be held  legally
responsible  for the  results,  the  actions,  or the  consequences  of any MARI
negotiations.

           Intending  to  be  legally  bound,   the  parties  have  signed  this
Consulting Agreement making it effective as of the date first above written.


MARICULTURE SYSTEMS, INC.                       WEBSTERS' Inc.


/s/ David E. Meilahn                            /s/ George R. Wester
---------------------------                     -------------------------
By: David E. Meilahn, President                 By: George R. Webster, P.E.

Date 12/1/00                                    Date 12/1/00