AGREEMENT
This agreement, hereinafter referred to as the "Agreement", made and
entered into this first day of December, 2000, by and between the company
International Institute of Oceanographic Exploration, a Limited Liability
Company, hereinafter referred to as "IIOE", which office is based on 000
Xxxxxxxxxx Xxxxx, Xxxx Xxxxx Building, Wickhams Cay, Tortola, British Virgin
Islands and the company RMS Titanic, Inc., a public company, hereinafter
referred to as "RMST", which office is based on Suite 1225, 0000 Xxxxxxxxx Xxxx
XX, Xxxxxxx, Xxxxxxx 00000, Xxxxxx Xxxxxx of America.
WHEREAS, IIOE and the East Sepik Provincial Government, hereafter referred to as
"ESPG" have entered into an agreement, hereinafter referred to as the "ESPG
Agreement" on February 9, 1995.
WHEREAS, IIOE and the Government of Papua New Guinea, hereinafter referred to as
"PNG" have entered into an operating agreement, hereinafter referred to as the
"Operating Agreement", on February 15, 1999.
WHEREAS, the ESPG Agreement and the Operating Agreement grant to IIOE for a ten
(10) year period, as of February 15, 1999, the exclusive right to conduct Marine
Survey Operations, hereby defined as the transitory electronic and visual
investigation of the seabed and waters of ESPG to search for and recover wrecks
and their contents.
NOW, THEREFORE, in consideration of the promises and of the provisions hereof,
IIOE and RMST agree to the following terms of the Agreement.
1. Obligations of RMST
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a. RMST agrees to fully finance all Marine Survey Operations and
will supply all necessary personnel and fulfill all of the
obligations of IIOE.
b. Such Marine Survey Operations are to be conducted beginning in
November , 2000 in the Sepik Province territorial waters of
Papua New Guinea, within the terms and conditions defined in the
ESPG Agreement and in the Operating Agreement, which agreements
and their appendices and all related documents are fully known
by RMST and are attached hereto as Appendix 1.
c. The financing, as described under article 1.1. above, will be of
an amount up to US$ 250,000. A portion of this amount estimated
to US$ 80,000 has already been transferred to a specific bank
account which coordinates have been given to RMST.
d. Such amount of US$ 250,000 is to finance exclusively the
discovery operations as defined under article 2.b.1.hereinafter.
Notwithstanding, RMST irrevocably commits to complete all phases
of the recovery expedition and to fully finance same. All
payments will be made on a timely basis.
2. Obligations of IIOE
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a. Upon receipt of the first financing or portion of it from RMST
as described under article 1.1. above, IIOE will, without delay,
commence in the Sepik waters of Papua New Guinea the discovery
expedition.
b. IIOE is obligated to organize the discovery expedition in the
following manner:
i. The discovery expedition will set out with the necessary
research vessel(s), side scan sonar, and other equipment
and crew, to systematically map and meticulously search
the ocean floor.
ii. When the identification of targets has been
accomplished, the crew will deploy necessary equipment
to visually and photographically inspect the vessel(s)
and make the determination if it is the correct target,
and, if so, inspect the conditions of same.
iii. When the location is determined and the target(s) are
inspected, the recovery phase of the contents of the
wrecks shall begin.
3. Share of proceeds
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c. IIOE reiterates to RMST that it shall receive an undivided share
of 50% (fifty percent) out of the contents recovered from the
wrecks to be salvaged under the terms of the ESPG Agreement and
of the Operating Agreement, less 6% (six percent) to be paid to
other third parties.
d. RMST shall have an undivided share of 22% (twenty-two percent)
to be taken within the undivided share of 44% (forty-four
percent) which belongs to IIOE.
e. All financing provided by RMST under the Agreement and all
subsequent agreements will be fully recoupable by RMST prior to
distribution of proceeds. IIOE and Marubada Ltd (a Papua New
Guinea company organized for the purpose of the ESPG Agreement
and of the Operating Agreement) expenses shall also be recouped
before proceeds are distributed. RMST is hereby granted the
right to audit all of the applicable books and records of IIOE
in accordance with the general principles of accounting.
4. Duration
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The term of this Agreement is eighteen months.
5. Governing law and jurisdiction
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a. The Agreement is governed by the laws of the State of Georgia,
United States of America.
b. Any dispute arising in connection with the Agreement shall be
settled by an ad-hoc arbitration Committee composed of three
arbitrators. Each party has the right to appoint one arbitrator
and the third arbitrator will be appointed by mutual approval of
the parties. The language of arbitration shall be English.
RMS Titanic, Inc. Institute of International Oceanographic
Exploration
By: By:
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