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Irrevocable Assignment Of Proceeds Of - SEALIFE CORP - 5-23-2006

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Irrevocable Assignment Of Proceeds Of - SEALIFE CORP - 5-23-2006 Powered By Docstoc
					EXHIBIT 10.13

                           IRREVOCABLE ASSIGNMENT OF PROCEEDS OF
                              PAYMENT OF ACCOUNTS RECEIVABLE
                                            TO
                                AVALON FUNDING CORPORATION

For valuable consideration the receipt of which is hereby acknowledged SEALIFE MARINE PRODUCTS,
INC., a California Corporation, hereinafter referred to as either SELLER or ASSIGNOR, (i.e. AFC's Factoring
Client), located at 5601 W. Slauson Ave., Suite 283, Culver City, California 90230, DOES HEREBY ASSIGN
ALL
OF ITS RIGHT, TITLE AND INTEREST IN ALL OF ITS COMMERCIAL ACCOUNTS RECEIVABLE,
TO AVALON FUNDING CORPORATION, HEREINAFTER REFERRED TO AS AFC, PURCHASER or
ASSIGNEE, a California corporation with administrative offices 25422 Trabuco Road, Suite 105, Lake Forest ,
CA 92630.

AFC has purchased said receivables, acting for its own account and has advanced the necessary funds to
purchase said accounts, pursuant to the AFC Schedule of Accounts, which has been entered into concurrently
with this Assignment.

Proceeds from the payment of any or all of said accounts receivable shall be paid to AFC with payment applied
to principal and discounts earned on the accounts purchased by AFC for itself, or on behalf of its investor(s),
with the balance, if any, to be rebated to SELLER.

SELLER shall and does assign, sell and transfer all of its rights, title and interest in all of the Accounts Receivable
sold and assigned to PURCHASER, as evidenced by the issuance and execution by SELLER of FORM UCC-
1, Financing Statement, which represents a security interest in said Accounts Receivable; further concurrent with
the execution of this Assignment, AFC shall have the right to issue a FORM UCC-3, Statement of Continuation,
Partial Release and Assignment, which represents the Assignment of said security interest to its investor(s) and/or
creditors, whenever applicable.

SELLER [ASSIGNOR] hereby acknowledges and agrees that AFC's agreement to purchase its Accounts
Receivable and transfer funds therefore is specifically dependent upon Assignor's agreements, promises and
commitments, as follows:

To not, in any way or under any circumstances, convert the proceeds of the Accounts Receivable sold and
assigned pursuant to the AFC Schedule of Accounts referenced hereinabove, and the Accounts Receivable sold
and assigned hereby, to its own use or any other use;

To immediately forward to AFC, i.e. ASSIGNEE, any and all payments from Account Debtors or agents of said
Debtors, taking no deductions there from, when such payments come into Seller's possession.

It is understood that any willful action on the part of SELLER which is not in full compliance with the "AFC
ACCOUNTS RECEIVABLE PURCHASE AND SECURITY
AGREEMENT," entered into by and between SELLER and PURCHASER, and the Schedule of Accounts to
which this ASSIGNMENT applies, shall be deemed by SELLER and PURCHASER to be fraud in the
inducement of said Agreements.

Moreover, SELLER hereby further agrees that any acts specified herein which would constitute such fraud in the
inducement would make any resulting debt owed by SELLER to PURCHASER nondischargeable in any
Bankruptcy proceeding pursuant to 11 UCC SS523.

SELLER ACKNOWLEDGES THE FOLLOWING:

1. A copy of this Assignment shall serve as notice to DEBTOR(s) obligated to pay the Account(s) Receivable set
forth herein, that payment of said Account(s) must (and can only) be fulfilled by making payment directly to AFC
(with the payment instrument being made jointly payable to both SELLER and AFC), mailed or delivered to:

                                    AVALON FUNDING CORPORATION
                                     25422 TRABUCO ROAD, SUITE 105
                                          LAKE FOREST, CA 92630
                                              (949) 707-2005

2. Failure on the part of SELLER to immediately (within 48 hours) remit to AFC any installment or full payment
on any Accounts sold and assigned to AFC, received by SELLER, shall constitute a breach of this Irrevocable
Assignment, and the Agreements to which it applies, and may subject SELLER and/or Account DEBTOR(s) to
DOUBLE LIABILITY pursuant to the terms of the Uniform Commercial Code and/or applicable State Law.

This Assignment is irrevocable and shall remain in full force and effect until the proceeds of said Account(s)
Receivable is (are) paid in full, and any indebtedness of SELLER [ASSIGNOR] to PURCHASER
[ASSIGNEE] has been paid in full.

In the event of suit to enforce any of the terms of this irrevocable Assignment and/or the Agreement(s) to which it
applies, it is hereby agreed that the prevailing party shall be entitled to recover all costs and reasonable attorney's
fees.

                                Executed this 24TH day of FEBRUARY , 2006.

                                    SEALIFE MARINE PRODUCTS, INC.

                                           BY:    /s/ Barre Rorabaugh
                                                  -------------------
                                           NAME: BARRE RORABAUGH
                                           TITLE: PRESIDENT
EXHIBIT 23.1

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of SeaLife Corporation
Culver City, California

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8, as amended
(File Nos. 333-130588, 333-130587, 333-118018, 333-109808, 333-115304, 333-111930, and 333-
102314) of our report dated May 15, 2006, relating to the consolidated financial statements of SeaLife
Corporation, which appears in this Annual Report on Form 10-K.

                                /s/ T. Kelley
                                --------------------------------------
                                Terance Kelley
                                Pollard-Kelley Auditing Services, Inc.

                                Fairlawn, Ohio
                                May 22, 2006
EXHIBIT 31.1

                                     Certification of CEO and CFO Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert McCaslin, certify that:

1. I have reviewed this transition report on Form 10-KSB of SeaLife Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

            Date:    May 22, 2006
                                                          /s/ Robert McCaslin
                                                          ----------------------------------------
                                                          Robert McCaslin
                                                          President and Chief Executive Officer,
                                                          Chief Financial Officer
EXHIBIT 32.1

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in
connection with the filing of the Transition Report on Form 10-KSB for the twelve months ended December 31,
2005 (the "Report") by SeaLife Corporation ("Registrant"), the undersigned hereby certifies that:

1. to the best of my knowledge, the Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

2. to the best of my knowledge, the information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of Registrant.

                                                         /s/ Robert McCaslin
             Date:   May 22, 2006                        --------------------------------------
                                                         Robert McCaslin
                                                         President and Chief Executive Officer,
                                                         Chief Financial Officer