EXHIBIT 10.10

                                 AMENDMENT NO. 1
                                       TO
                              CONSULTING AGREEMENT


                  THIS   AMENDMENT   NO.  1  TO   CONSULTING   AGREEMENT   (this
"Amendment"),  effective as of January 20, 2005 (the "Effective  Date"), is made
and entered  into by and between  SEALIFE  CORPORATION,  a Delaware  corporation
("SeaLife"), and Michael Sahl, an individual ("Consultant").

                                    RECITALS

                  WHEREAS,  SeaLife and  Consultant  are parties to that certain
Consulting Agreement dated November 30, 2004 (the "Consulting Agreement");

                  WHEREAS, Sealife and Consultant desire to amend the Consulting
Agreement to clarify certain compensation issues.

                                   AGREEMENTS

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
agreements  set forth  herein and in  consideration  of  Consultant's  continued
service with SeaLife, and for other good and valuable  consideration the receipt
and  sufficiency  of which is hereby  acknowledged  by the parties,  the parties
hereto agree as follows:

                  1.       AMENDMENT TO SECTION 3.  Effective as of November 30,
2004,  SECTION 3 of the  Consulting  Agreement is hereby amended and restated in
its entirety to read as follows:

         "3.      COMPENSATION.

                  3.1      As   compensation   for  his  commitment  to  provide
services to Company during the Term, Parent will issue to the Consultant 200,000
shares of the common stock of Parent (the "STOCK  CONSIDERATION")  no later than
five (5) business days following the Effective Date.

                  3.2      Consultant  shall be  deemed to have  delivered  full
consideration for the Stock  Consideration  upon issuance thereof by the Company
pursuant to Section 3.1."

                  2.       DEFINITIONS.  Capitalized  terms used herein  without
definition  shall have the respective  meanings  attributed to such terms in the
Consulting Agreement.

                  3.       RATIFICATION OF THE CONSULTING AGREEMENT. The parties
hereto hereby ratify,  confirm and approve the Consulting Agreement,  as amended
by this Amendment. Should any terms of this Amendment conflict with any terms of
the Consulting Agreement, the terms of this Amendment shall govern.





                  4.       COUNTERPARTS.  This  Amendment may be executed in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.


                             SEALIFE:




                             By           /S/ ROBERT MCCASLIN
                                 -------------------------------------------
                                 Robert McCaslin,
                                 Chief Executive Officer and Chief Financial
                                 Officer



                             CONSULTANT:


                                        /S/ MICHAEL SAHL
                             -----------------------------------------------
                             Michael Sahl