MARICULTURE SYSTEMS INC
10SB12G, EX-10.3, 2000-09-13
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EXHIBIT 10.3
                          AGREEMENT TO COMPROMISE DEBT



FOR VALUE RECEIVED, Stephen Jaeb 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 Stephen Jaeb  acknowledge  that the present
     debt is $50,000.00 in principal and $4,027.00 in interest.

2.   The  parties  agree  that  Stephen  Jaeb  shall  accept  54,027  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 5, 1997

                 /s/ Stephen Jaeb
                 -----------------------------
                  Stephen Jaeb


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






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