MARICULTURE SYSTEMS INC
10SB12G, EX-10.4, 2000-09-13
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EXHIBIT 10.4

RTP Inc.                               Office: 649 FIR STREET/P.O. BOX 838
                                       Shipping: 609 APPLEGATE AVENUE
                                       DRAIN, OREGON 97435
                                       (541) 836-2320/ FAX (541) 836-2324

Reinforced Tank Products, Incorporated
    -------------------------------------------------------------------------

                          AGREEMENT TO COMPROMISE DEBT



FOR VALUE  RECEIVED,  Reinforced  Tank Products,  Inc. and Keith  Therrien,  its
Owner/President,  the undersigned being a creditor of MariCulture Systems,  Inc.
hereby enters into an agreement to compromise  and reduce the  indebtedness  due
the undersigned on the following terms and conditions:

1.   MariCulture  Systems,  Inc. and Reinforced Tank Products,  Inc. acknowledge
     that the present debt is $20,600 with interest to date.

2.   The parties  agree that Keith L.  Therrien,  Owner/President  of Reinforced
     Tank Products, Inc. shall accept 20,600 shares of MariCulture Systems, Inc.
     common stock (par value $0.01 per share) as full and total  payment on said
     debt and in complete discharge of all monies presently due.

3.   This  agreement  shall be  binding  upon and  inure to the  benefit  of the
     parties, their successors, assigns and personal representatives.



         Signed this April 16, 1998

                          /s/ Keith L. Therrien
                          ---------------------------
                          Keith L. Therrien, President
                          Reinforced Tank Products, Inc.


                          /s/ David E. Meilahn
                          ---------------------------
                          David E. Meilahn, Director
                          Mariculture Systems, Inc.





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