MARICULTURE SYSTEMS INC
10SB12G, EX-10.6, 2000-09-13
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EXHIBIT 10.6

                              CONTRACTING AGREEMENT



This Contracting Agreement  (hereinafter  "Agreement") is made this tenth day of
September,   1999,  by  and  between  MARICULTURE   SYSTEMS,   INC.,  a  Florida
Corporation, of Post Office Box 968, Lake Stevens, Washington 98258 (hereinafter
"MCSI") and Methow Valley  Excavating,  Inc.,a Washington  Corporation,  of 2504
Hartford Drive, PO Box 1147, Lake Stevens, Washington 98258 (hereinafter "MVE").

SUBJECT:  As principal,  MCSI wishes to engage MVE as a registered  professional
          contractor for the purposes of dismantling,  removing and disposing of
          a 45 foot diameter  fiberglass  fish rearing tank located and floating
          in the waters of Rich Passage  offshore  from 7305 Beach  Drive,  Port
          Orchard, Washington.

MVE agrees:

1)   to act as a  contractor  to MCSI for the  successful  remova  of the  SARGO
     reservoir, pump well, pumps, debris and all attachment hardware,  providing
     their  mobilization  and  professional  services  including  those costs of
     permits,  disposal,  trucking,  diving and marine towing at an  approximate
     cost of $10,000.00; and

2)   to provide  temporary  or  long-term  storage for the pump well,  pumps and
     other hardware not being disposed of through this Agreement; and

3)   to accept MCSI common  stock on  completion  of the project in lieu of cash
     payment for services  rendered  accepting any and all tax  consequences  of
     such a transaction; and

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

5)   to release MCSI from any and all responsibilities or liabilities  resulting
     from the work  performed  under this Agreement for the removal of the SARGO
     reservoir and hardware without additional compensation.

MCSI agrees:

1)   to supply MVE information,  as reasonably available and as needed to assist
     MVE to produce the desired removal; and

2)   to pay MVE, as a contractor's  fee, one (1) share of the restricted  common
     stock of MCSI for every one (1) dollar of fees earned by MVE. Travel,



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mobilization,  disposal,  sub-contractors  and out-of-pocket costs are included;
and


3)   to reimburse in kind,  within thirty (30) days, any previously  agreed upon
     out- of-pocket costs upon submission to MCSI of substantiated bills; and

4)   to order  payment  in stock of the  above  agreed  consultant's  fees  upon
     submission of the final bill for the services of MVE. Each  certificate  of
     stock tendered under this  Consulting  Agreement  shall be issued to "SANDY
     TAGER". All certificates of stock shall be issued through the legal firm of
     Mintmire &  Associates,  Palm  Beach,  Florida by the  registered  transfer
     agent,  Interwest  Transfer  Corporation,  Salt Lake City,  Utah or through
     others as designated by MCSI, at their convenience.


     This agreement is valid for one (1) year from the date first above written.
MCSI agrees that MVE is not  responsible  for, and does not  guarantee  any cost
bids for the removal of the vessel or  sub-systems  to that vessel.  MVE may not
negotiate any final contract on behalf of MCSI nor can MVE, either intentionally
or   unintentionally,   financially   obligate  MCSI  without  specific  written
instructions  for each act. MVE cannot and will not be held legally  responsible
for the  results or the  actions or the  consequences  of any MCSI  negotiations
outside of this Agreement.

         Intending to be legally bound, the parties have signed this Contracting
Agreement as of the date first above written.


MARICULTURE SYSTEMS, INC.            METHOW VALLEY EXCAVATING, INC.



/s/ David E. Meilahn                 /s/ Sandy Tager
----------------------------         --------------------------
      Signature                           Signature

President                            President
----------------------------         --------------------------
         Title                       Title



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