EX-99.01 3 ex9901.txt AMENDEMENT AGREEMENT AND RELEASE OF CLAIMS WHEREAS, SEALIFE CORPORATION, a Delaware Corporation, formerly organized under the name "Integrated Enterprises, Inc."(hereinafter "Enterprises"), entered into an Exchange Agreement with SEALIFE CORP, a Nevada Corporation, (hereinafter "Original SeaLife") dated December 24, 2002, which agreement contemplated the acquisition by Enterprises of 100% of the outstanding stock of Original SeaLife, in exchange for shares of the outstanding common stock of Enterprises; and WHEREAS, Andrew Yurcho and Harrison Beal were the original controlling shareholders of Enterprises prior to the consummation of the Exchange Agreement and they and their affiliates and successors, are all signers to this Agreement, (hereinafter collectively referred to as the "Controlling Enterprises Shareholders"); and WHEREAS, said transaction was consummated on December 20, 2002; and WHEREAS, as part of that transaction, the shareholders of Original SeaLife, the names of whom are set forth here on Exhibit A hereto and by this reference incorporated herein ("Original SeaLife Shareholders"), in good faith exchanged their shares of Original SeaLife, constituting 100% of the outstanding shares of Original SeaLife, with Enterprises, in exchange for Enterprises shares; and WHEREAS, Controlling Enterprises Shareholders contend that they hold and own two million (2,000,000) shares of outstanding Preferred Stock of Enterprises, convertible on the basis of ten shares of Common Stock for each one share of Preferred Stock, thereby representing indirect claims for 20 million (20,000,000) shares of Enterprises Common Stock and Original SeaLife Shareholders dispute this claim; and WHEREAS, said Preferred shares if all converted would represent more then 75% of the outstanding Common Stock of Enterprises after conversion; and WHEREAS, and the parties have agreed to cancel some of the preferred shares (as more fully laid out below), convert the remaining preferred shares and distribute them to the Original SeaLife Shareholders, as well as to the principals and others; and WHEREAS as a result, of these transactions, the parties intend that this agreement also act as a final resolution of all outstanding issues in the transaction and the parties wish to agree to mutually release each other from any claims which ma have arisen to date; NOW, therefore, the Controlling Enterprises Shareholders, Original SeaLife, and the Original SeaLife Shareholders who have executed Exhibit A hereto, hereby agree as follows effective as of this 17TH day of July, 2003. WITNESSED 1. The Controlling Enterprises Shareholders hereby cancel 1,840,000 shares out of the 2,000,000 Convertible Preferred shares which they currently contend they own, effective this date, and agree to immediately return certificates for said cancelled Preferred shares to Enterprises for cancellation. Said Preferred shares shall be returned and treated as a contribution to capital to Enterprises, and placed back in the treasury of Enterprises. 2. The remaining 160,000 shares of Convertible Preferred Stock which are retained by the Controlling Enterprises Shareholders are hereby converted, effective this date, in accordance of their terms, into 1,600,000 outstanding shares of the Common Stock of Enterprises, all in accord with the schedule of common shares retained set out beside the name of each executing controlling Enterprise Shareholder. 3. Concurrently, Streamlined, Inc. one of the Controlling Enterprises Shareholders, hereby transfers, assigns and conveys, free of all liens, claims, and conferences, a total of 300,000 Common Shares of Enterprises, out of the 1,600,000 Common Shares which it now owns by the conversion of its Convertible Preferred Stock, to the Original SeaLife Shareholders, to be allocated amongst them in proportion to their holdings of Original SeaLife Common Stock immediately before the Exchange Transaction was consummated. 4. Controlling Enterprises Shareholders, at their expense, shall provide to the Original SeaLife Shareholders, a legal opinion to the affect that the aforesaid 300,000 shares transferred to the Original SeaLife Shareholders have no restrictions under applicable securities laws, except as to any restriction which may accrue because one or more recipient Original SeaLife Shareholders are currently controlling persons, and further as such, the said shares would be freely tradable. The amount of shares each of the Original SeaLife shareholders are to receive are accurately represented in Exhibit A attached hereto and incorporated by this reference herein. 5. Concurrently, Yurcho and Beal hereby agree that the 500,000 Common shares of Enterprises out of the 1,600,000 Common shares which they received upon conversion of their retained Preferred Stock shall be subject to the following contractual Lockup provisions. (a) These shares shall be evidenced by separate Certificates, each certificate being for no more then 1% of the outstanding Common Stock of Enterprises after the Preferred Conversion. (b) These Certificates shall be delivered to Todd C. Smith, Esq., who shall act as an escrow for the parties hereto. (c) Certificates totaling 100,000 shares shall be released by Todd C. Smith, Esq. to the Controlling Enterprises Shareholders immediately. Thereafter, Mr. Smith shall release certificates every 90 days, beginning on a date 90 days after the date of this Agreement, until all Certificates are released. (d) Controlling Enterprises Shareholders hereby agree not to sell, pledge or encumber any of the Enterprises Shares evidenced by said escrowed Certificates, until a date after the date on which a Certificate for such shares have been released to them. 6. The Original SeaLife shareholders, by their Execution of Exhibit A hereto, and in consideration for the transfer of the aforesaid 300,000 shares by the Controlling Enterprises Shareholders to the Original SeaLife shareholders, hereby release any and all claims they have against the Controlling Enterprises Shareholders, and against Enterprises itself, resulting from any alleged misrepresentations contained in the Exchange Agreement. WHEREFORE, the parties have executed this agreement this 17th day of July, 2003. EXHIBIT A
The "Controlling Preferred Shares Preferred Shares Common Shares Enterprises Owned Cancelled Resulting From Shareholders" Preferred Shares Converted into Common Shares --------------------- ----------------- -------------------- ------------------ /s/ Andrew Yurcho Secretary ---------------------- Stream Lined, Inc. 1,840,000 1,810,000 300,000* /s/ Brad Stewart ----------------------- Pension Financial Svcs./ FBO Brad Stewart 60,000 0 600,000 /s/ Octagon Adventures ------------------------ First Clearing FBO/Octagon Adventures, LTD 20,000 0 200,000 /s/ Andrew Yurcho ------------------------ Andrew Yurcho 25,000 0 250,000 /s/ J. Harrison Beal ------------------------ J. Harrison Beal 25,000 0 250,000 /s/ Deep River, Inc. ------------------------- Deep River, Inc. 20,000 20,000 0 _______________ Other Shareholders 10,000 10,000 0 (Please see the attached list of shareholders and their respective number of shares -post conversion) ---------- ---------- --------- Total Shares 2,000,000 1,840,000 1,600,000 *These shares concurrently conveyed to the Original SeaLife Shareholders. SeaLife Corporation: By /s/ Robert A McCaslin -------------------------- Robert A McCaslin Title: Chief Executive Officer and Director
The Original SeaLife Shareholders: Name Stock of SeaLife Corp Portion of 300,000 Nevada Originally Additional Shares Allocated Owned To Each Shareholder ---------------------- ------------------------- --------------------------- /s/ Randy D & Deborah 5000 5240.750 A Eads ---------------------------- Randy D & Deborah A Eads /s/ James D Roney 2000 2096.300 ----------------------- James D Roney /s/ Daniel S Kubik 5000 5240.750 ---------------------- Daniel S Kubik /s/ Edward F Sher 5000 5240.750 --------------------- Edward F Sher /s/ Buongiorno Family 25,000 26203.750 Trust DD-1987 -------------------------- Buongiorno Family Trust DD-1987 /s/ Daniel C & 20,000 20963.000 Laura O'Brien ------------------ Daniel C & Laura O'Brien /s/ Scarlet Lady 7500 7861.125 Investment Club -------------------- Scarlet Lady Investment Club /s/ Michael O & 5000 5240.750 Therese M Caraway ------------------------- Michael O & Therese M Caraway /s/ Robert A Crandall 5000 5240.750 ------------------------- Robert A Crandall /s/ Joan D Eads 1000 1048.150 ----------------- Joan D Eads /s/ Richard M Madison 1000 1048.150 ---------------------------- Richard M Madison /s/ Carol A and Edgar 1000 1048.150 D Lowery -------------------------- Carol A and Edgar D Lowery /s/ Don Hill 6000 6288.900 --------------- Don Hill /s/ The Elliot Family 5000 5240.750 Trust ------------------------ The Elliot Family Trust /s/ Armon R and 1000 1048.150 Partricia A Forse --------------------- Armon R and Patricia A Forse /s/ Michael and Therese 5000 5240.750 Caraway ----------------------------- Michael and Therese Caraway /s/ Dane Larsen 6500 6812.975 ------------------- Dane Larsen /s/ Roger Shaulis 5000 5240.750 --------------------- Roger Shaulis /s/ Theresa Hall 5000 5240.750 ------------------- Theresa Hall /s/ Daryoush Setareh 5000 5240.750 ------------------------- Daryoush Setareh /s/ Patricia Barry 3000 3144.450 -------------------- Patricia Barry /s/ Darwin Sunday 3000 3144.450 ----------------------- Darwin Sunday /s/ Wanda Houghton 10,000 10481.500 ------------------------- Wanda Houghton /s/ Manfred & Jackie Deimel 1200 1257.780 ---------------------------- Manfred & Jackie Deimel /s/ Donald W. Hill 6000 6288.900 ---------------------- Donald W. Hill /s/ Gerry Blake 2000 2096.300 ------------------ Gerry Blake /s/ Bruce Shannahoff 2000 2096.300 ---------------------- Bruce Shannahoff /s/ Raymond P Donahue 5000 5240.750 ---------------------- Raymond P Donahue /s/ Elaine P Graf 2000 2096.300 ---------------------- Elaine P Graf /s/ Leah Hampton 2000 2096.300 ----------------------- Leah Hampton /s/ Donald R Dunne 5000 5240.750 ------------------------- Donald R Dunne /s/ Dylan Saridge 10,000 10481.500 ---------------------- Dylan Saridge /s/ Dan O'Brien 3000 3144.450 --------------- Dan O'Brien /s/ Stephen R Miraglia 105,000 110055.750 ----------------------- Stephen R Miraglia /s/ Sherrie Puhl Crandall 5000 5240.750 -------------------------- Sherrie Puhl Crandall