AGREEMENT ("Modification Agreement"), modifying the agreement dated April
2, 2002 (the "Agreement"), as modified by an agreement dated April 4, 2002
(hereinafter collectively referred to as the "Agreement"), among RMS Titanic,
Inc. (hereinafter called "Seller"), a Florida corporation, ARGOSY INTERNATIONAL,
LTD. (hereinafter called "Purchaser"), a Grand Turks and Caicos Islands
corporation, XXXXXX XXXXXX (hereinafter called "Xxxxxx"), an individual whose
address is Grand Turks and Caicos Islands and DANEPATH, LTD. (hereinafter called
the "Corporation"), a United Kingdom corporation.
W I T N E S S E T H :
WHEREAS, pursuant to the Agreement, Seller sold the issued and outstanding
shares of the Corporation to Purchaser; and
WHEREAS, the parties to the Agreement desire to modify the terms and
provisions of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties agree as follows:
FIRST: The provisions of paragraph 2 of the Agreement are hereby deleted
and of no further force and effect, except that the parties hereto acknowledge
that Purchaser has paid Seller $100,000 on signing of the Agreement, to wit,
April 2, 2002. Paragraph 2 of the Agreement shall read as follows:
2. Modified Purchase Price. Subject to the terms and conditions of this
Agreement in reliance on the representations, warranties and agreements of
Seller contained herein, and in further consideration of the sale,
assignment and delivery of the Shares, in full payment thereof, Purchaser
agrees and does hereby pay to Seller and Seller agrees to and does hereby
accept the aggregate sum of ONE MILLION FIVE HUNDRED THOUSAND
($U.S.1,500,000) U.S. DOLLARS (the "Purchase Price"). Payment of the
Purchase Price shall be paid as follows:
(a) ONE HUNDRED THOUSAND ($U.S.100,000) U.S. DOLLARS has been paid on
signing of the Agreement on April 2, 2002; and
(b) The balance after taking into account paragraph THIRD of this
Modification Agreement the sum of ONE MILLION ONE HUNDRED SIXTY THOUSAND
($U.S.1,160,000) U.S. DOLLARS; and
(c) The balance of ONE MILLION FOUR HUNDRED THOUSAND ($U.S.1,400,000) U.S.
DOLLARS shall be paid in full six months from the date hereof, to wit,
October 2, 2002 and the balance shall bear interest at the rate of 8% per
annum, and shall be paid together with the payment of the balance. If the
principal balance is not paid, interest shall accrue at the rate of 12% per
annum.
SECOND: The provisions of subparagraph (b) of paragraph 2 are hereby
deleted and of no further force and effect.
THIRD: The provisions of paragraph 8 of the Agreement are hereby
deleted and of no further force and effect and the following shall be
substituted:
8. The Corporation's Debt. The Seller owes the Corporation $240,000. Said
amount shall be paid as follows:
(a) On the payment of the balance of the Purchase Price six months from the
date hereof, Purchaser shall pay on behalf of Seller the sum of $200,000.
The Corporation acknowledges that Seller has no further obligation to it
for said $200,000 payment. Said amount shall be deemed a credit of the
Purchaser; and
(b) The remaining $40,000 shall be paid by reducing the remaining
outstanding principal balance of $1,200,000 to $1,160,000.
FOURTH: The provisions of paragraph 9 of the Agreement are hereby
deleted and are of no further force and effect.
FIFTH: (a) Except as modified herein, Agreement is in full force and
effect.
(b) The purchase stock pledge agreement and the mortgage referred to
in paragraph 7 of the Agreement is in full force and effect, except that
the mortgage and the purchase stock pledge agreement is secured by
$1,400,000, before taking into account the provisions of paragraph THIRD of
this Modification Agreement, together with unpaid interest as well as any
costs and expenses, all referred to in the respective mortgage and the
purchase stock pledge agreement.
SIXTH: Miscellaneous.
(a) Entire Agreement. This Modification Agreement is the entire
understanding between the parties hereto. Neither of the parties hereto has made
any representation, warranty, promise, covenant or undertaking other than set
forth herein.
(b) Waiver and Modification. Neither the Seller nor Purchaser may waive any
of the provisions of this Modification Agreement unless in writing or modify any
provisions of the Agreement. This Modification Agreement shall not be modified,
changed or terminated, except in writing, signed by the party against whom such
modification, change or termination is sought to be enforced.
(c) Payment of Fees and Expenses. Each party hereto shall pay all fees and
expenses of such party's respective counsel, accountants, and other experts and
all other expenses incurred by such party incident to the negotiation,
preparation and execution of this Agreement and the consummation of the
transaction contemplated hereby, except that the Seller shall pay all of
Purchaser's legal fees and expenses with respect to the negotiation, preparation
and closing of this Agreement.
(d) Remedies. Nothing contained herein is intended to or shall be construed
to limit the remedies which either party may have against the other in the event
of a breach of or default under this Modification Agreement, it being intended
that any remedies shall be cumulative and not exclusive.
(e) Cooperation. Seller and Purchaser shall cooperate in connection with
the transactions contemplated herein.
(f) Notices. All notices, requests and other communications shall be deemed
duly given if mailed, postage prepaid, registered or certified, return receipt
requested, addressed to the parties below as follows or telecopied to the
parties at their fax numbers set forth below:
If to Seller:
0000 Xxxxxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
If to Purchaser:
X.X. Xxx 000
Providenciales
Turks and Caicos Islands, B.W.I.
or to such other address or fax number as either party may give by appropriate
notice.
(g) Counterpart. This Modification Agreement may be executed in
counterpart.
(h) Governing Law. This Modification Agreement shall be governed by the
laws of the State of Georgia with respect to agreements wholly executed and
performed in such state.
(i) Headings. The headings of this Modification Agreement or any sections
hereof are inserted only for the purpose of convenient reference, and it is
recognized that they may not accurately or adequately described the contents of
the sections which they head. Such headings shall not be deemed to limit, cover,
or in any way affect the scope, meaning or intent of this Agreement or any part
hereof, nor shall they otherwise be given any legal effect.
IN WITNESS WHEREOF, the parties have executed this Modification Agreement
this 1st day of June, 2002.
RMS TITANIC, INC.
By
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ARGOSY INTERNATIONAL, LTD.
By
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DANEPATH, LTD.
By
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XXXXXX XXXXXX, an Individual
