Exhibit No. EX-10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT MADE this 17th day of October 2005 by and among CALI HOLDINGS, INC., formerly known as TS&B Holdings, Inc. ("CALI"), a Utah corporation with offices at 7658 Municipal Dr., Orlando, FL...

Exhibit No. EX-10.1

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT MADE this 17th day of October 2005 by and among CALI
HOLDINGS, INC., formerly known as TS&B Holdings, Inc. ("CALI"), a Utah
corporation with offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 AND SOVEREIGN
EXPLORATION ASSOCIATES INTERNATIONAL, INC. ("SEAI"), a Pennsylvania corporation
with offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0X, Xxxxxxx, Xxxxxxxxxxxx, 00000.

WHEREAS, SEAI owns 100% of the capital stock of Artifact Recovery &
Conservation, Inc. ("ARC") and Sea Research, Inc. ("SRI") (jointly and
severally, the "Subsidiaries") which are in the marine recovery and exploration
business and have certain contracts with and rights from various governments to
discover, recover, and salvage wrecks (collectively "Business") and are desirous
of expanding said Business through an investment and exchange with CALI, (the
"Exchange"); and

WHEREAS, CALI is a publicly traded investment holding company and interested in
an Exchange with SEAI; and

WHEREAS, the respective representatives of CALI and SEAI have had certain
discussions regarding this Exchange for the purpose of exclusively conducting
Business which the Parties now wish to reduce to writing in this Agreement.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES, REPRESENTATIONS, AND
COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
PARTIES AGREE AS FOLLOWS:

Article 1. Exchange. At Closing, CALI shall receive One Hundred Percent (100%)
percent of the capital stock or units in SEAI in exchange for Ninety Percent
(90%) of the capital stock in CALI; based on the following outline (the
"Exchange"). The Parties agree that the matters set forth below are required to
effectuate the Exchange:

a) The Parties understand and agree that there is a current Amended Reg. E.
Offering outstanding for CALI, and upon completion of the current Offering,
but in no event later than April 1, 2006, CALI shall reverse split ("RS")
the common shares so that SEAI has 90% ownership of CALI through the common
shares or the Class A and Class C Preferred Shares. The Parties understand
that the exact amount of Class A and Class C Preferred shares to be issued
to SEAI for the 90% control depends on the calculation of the reverse split
in this provision Art. 1(a).

b) It is understood by the Parties that CALI currently has Executive
Management contracts in effect for Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxxxx
(jointly "Management") and a Consulting contract in place for KMA Capital
Partners Ltd. (KMA). As part of the Closing of this Agreement, said
Executive Management contracts and KMA consulting contract will be
extinguished pursuant to the termination agreement in Exhibit A. Effective
as of the Closing, CALI shall terminate or assign its building and
equipment leases of the Orlando office.

CALI Initials____ SEAI Initials____ SEAI Initials____

c) A provision of the termination agreement in Exhibit A will be that in
consideration for the termination of the CALI management and the KMA
Contracts, SEAI shall pay to "Management" and KMA the sum of Six hundred
thousand Dollars and no/100 $600,000) ("Sum"). Three hundred thousand and
no/100 dollars ($300,000) shall be payable by wire transfer on October 17,
2005 and the balance of $300,000 payable by wire transfer on or before
March 30, 2006, evidenced by a Note.

d) Simultaneous with the Closing of this Agreement, CALI shall enter into an
agreement with SEAI that, at a minimum, results in twenty percent (20%) of
the net recovery from the ship wrecks identified in the SEAI governmental
contracts, licenses, permits or finder's fees to be distributed directly to
SEAI. A draft of said Revenue Agreement is attached hereto as Exhibit B.

e) Currently as a 40 Act company, CALI has an independent Board of Directors
with six (6) total members; four (4) of the six (6) members are independent
and management comprises the two non-independent members. Upon closing, the
board shall tender their resignations within 30 days in substantially the
same form as Exhibit C.

f) The Parties acknowledge and agree that CALI has entered into a $500,000
financing agreement with SEAI. A copy of the Note and Loan Agreement for
that financing are attached hereto as Exhibit D. In the event that this
Agreement does not close, CALI shall assign the Note and Loan Agreement to
SEAI.

g) At the time of closing, CALI shall have divested all its portfolio
companies in existence at the time of execution of this Agreement, with the
exception of Gulf Coast Records LLC (GCR), which shall be divested by CALI
upon the filing of a Form SB-2 for GCR. A Form SB-2 is being prepared for
GCR, and as part of the Closing of this Agreement, CALI shall provide to
SEAI a full Release from any and all liability from GCR or its members, in
substantially the form attached hereto as Exhibit E. All, CALI portfolio
companies (active or inactive) are listed in CALI's Form 10K of June 30,
2005. The attached Xxxx of Sale and related documents in Exhibit F shall
divest CALI of all said portfolio companies.

h) Subsequent to the execution of this Agreement and prior to Closing, SEAI
shall approve all CALI Press Releases.

Article 2. Closing; Ongoing Due Diligence & Contingency; The Closing shall take
place at the offices of CALI on October 17, 2005, or at such other time and
place as the Parties mutually agree upon (the "Closing"). At Closing, the
Parties shall deliver all information and documents necessary or reasonably
required by the Parties to fulfill their respective obligations hereunder. In
the event any information or documents are lacking at the Closing, the Parties
shall close and supply said information and documents, not more than ten (10)
days after closing.

The Parties agree that between the date of execution of this Agreement and the
Closing they shall conduct such further due diligence as they deem in their sole
discretion to be reasonably necessary for Closing. In the event either party
refuses or fails to close as a result of said

CALI Initials____ SEAI Initials____ SEAI Initials____

ongoing due diligence, then this Agreement shall be null and void and without
any liability whatsoever to either Party.

Further, in the event the Closing does not occur by October 17, 2005, this
Agreement shall be null and void without further force and effect and without
liability to any party and without Notice to either party and simply shall occur
by the passage of time.

Article 3. Continuing Warranties of SEAI. SEAI hereby agrees, warrants and
represents to CALI:

a) That SEAI owns 100% of capital stock of its Subsidiaries.

b) That the total amount of all issued and outstanding stock or units of SEAI
at the date of this Agreement is One Million (1,000,000) units. Further,
SEAI, and its Subsidiaries are duly incorporated and in good standing as
corporations under the laws of the jurisdictions of their incorporation.

c) There is no preferred stock or units of SEAI or the Subsidiaries issued or
outstanding or authorized. Further, there are no warrants, options,
convertible stock, bonds, derivatives, debentures, or other similar
financial obligations or instruments of SEAI or the Subsidiaries,
authorized.

d) There is no accrued, unpaid or deferred, compensation, benefits, notes, or
loans due owners, officers, members, employees, or directors of SEAI or its
Subsidiaries as of Closing, except as set forth on the financial
statements.

e) It is understood and acknowledged by the Parties that SEAI was formed in
October 2005 and therefore does not have any balance sheet, related
consolidated statements of profit and loss and cash flows for any
applicable year (the "SEAI Financial Statements"). In addition, attached
hereto and made a part hereof as Exhibit G, is a complete and accurate list
of any and all contracts or commitments (written or oral) of the
Subsidiaries in excess of Five Thousand dollars ($5,000.00) USD in the
aggregate.

f) that SEAI has good and marketable title to its Assets (subject to
liabilities) with value of at least the value of the assets divested as set
forth in Ex J Form 10K.

g) That SEAI or its Subsidiaries have all right, title and interest in and to,
any and all Intellectual Property (IP) related to SEAI and the subsidiaries
or the treasure hunting, marine exploration, and archeological businesses
in any format whatsoever, including but not limited to all publishing and
media rights, images, websites, digital images, books, film, movies,
television, scripts, and writings of any kind, and displays, and
merchandise any and all sales, marketing & distribution rights and revenue
of any kind and nature; EXCEPT the personal story of Xxxxx X. Xxxxxxxxxxx
with regard to its Subsidiaries. The Owners of SEAI shall execute a Consent
to this Agreement and Sale and further said Consent shall contain the
transfer and conveyance of such IP rights to the Subsidiaries. A copy of
said Consent is attached hereto as Exhibit H.

CALI Initials____ SEAI Initials____ SEAI Initials____

h) Further, the rights conveyed hereby through the transfer of the capital
stock or units of SEAI or the Subsidiaries include but are not limited to
the rights and permits to the wrecks.

i) There are no claims, demands, tax proceedings, other proceedings,
delinquencies, administrative proceedings, defaults, obligations, suits,
threats of suit, seizure, or foreclosure, including but not limited to
defaults under any vendor agreements or leases against the Subsidiaries
except as set forth on Exhibit I. Further, the Subsidiaries are duly
licensed or contracted with the Kingdom of Spain or its governmental
subdivisions to conduct Business.

j) The Subsidiaries shall from and after the date of this Agreement maintain
in good standing at all times without interruption any governmental
licenses or contracts required for Business.

Article 4. Continuing Warranties of CALI. CALI hereby agrees, warrants and
represents to SEAI:

a) That the total amount of all issued and outstanding stock or units of CALI
at the date of this Agreement is approximately Two Billion Five Hundred
Million (2,000,000,000) common shares. Further, CALI is duly incorporated
and in good standing as a corporation under the laws of the jurisdiction of
its incorporation.

b) Other than Class A and Class C preferred stock, CALI has no preferred stock
issued or outstanding or authorized. Presently, there are Three Million
Seven Hundred Twenty Five Thousand (3,725,000) shares of Class A preferred
stock issued and outstanding and Ten Million (10,000,000.00) shares of
Class C preferred stock issued and outstanding. Further, there are no
warrants, options, convertible stock, bonds, derivatives, debentures, or
other similar financial obligations or instruments of CALI, authorized,
except as set forth on the financial statements.

c) There is no accrued, unpaid or deferred, compensation, benefits, notes, or
loans due officers, employees, or directors as of the Closing, except as
set forth on the financial statements, and except the current payroll due
as of the Closing.

d) The balance sheet and financial statements of CALI, as set forth in Exhibit
J, the Form 10K for June 30, 2005, are complete and accurately reflect the
financial condition of the CALI and there are no material adverse changes
in the business of the CALI since the date of said statements that has not
already been disclosed in writing. In addition, attached hereto and made a
part hereof as Exhibit K, is a complete and accurate list of any and all
contracts or commitments notes payable(written or oral) of CALI in excess
of Five Thousand dollars ($5,000.00) USD in the aggregate, not otherwise
set forth on said Form 10K (Exhibit J).

e) That CALI has good and marketable title to assets set forth on said balance
sheet and financial statements, and that the assets are free and clear of
all liens, liabilities encumbrances and charges, except those liabilities
set forth on the financial statements.

CALI Initials____ SEAI Initials____ SEAI Initials____

f) There are no claims, demands, tax proceedings, other proceedings,
delinquencies, administrative proceedings, defaults, obligations, suits,
threats of suit, seizure, or foreclosure, including but not limited to
defaults under any vendor agreements or leases against CALI not otherwise
set forth on Exhibit J (Form 10K).

g) That the CALI Board has passed all necessary resolutions to approve and
effectuate this Agreement, and that shareholders of CALI have approved such
resolutions unless By-laws do not require shareholder approval. The Board
resolutions and documents reflecting the shareholders' vote are attached
hereto as Exhibit L.

h) That CALI has taken or will take the actions required under Art. 1(g) of
this Agreement to file the Form SB-2 for GCR and that CALI will, as soon as
practicable after filing such form, divest CALI of GCR.

Article 5. Indemnification and Hold Harmless. SEAI shall indemnify, defend and
hold harmless CALI against any and all undisclosed liabilities of SEAI and its
Subsidiaries not set forth in this Agreement or the Exhibits provided herewith
for one (1) year from the date of Closing. CALI Management shall indemnify and
hold harmless SEAI and its Subsidiaries for one (1) year from the date of
Closing from any and liability from portfolio companies divested under Art.
1(g), and as security for this indemnity, Management shall collateralize its
equity position in CALI as against this indemnification. These indemnifications,
duties to defend and hold harmless shall survive the Closing for a period of one
(1) year.

Article 6. Default and Cure. In the event a Party to this Agreement, fails or
refuses to perform its respective obligations under this Agreement in a timely
manner, then one Party may give Notice hereunder to the defaulting Party of
default hereunder ("Default Notice"). Said Default Notice shall set forth with
sufficient specificity and particularity the details of said default. The Party
to whom said Default Notice is given shall have Thirty (30) days from the date
of the delivery of the Default Notice to either (a) cure the deficiencies set
forth in the Default Notice or (b) give written Reply to the Notice setting
forth with particularity the reasons for the nonexistence of default or
inability to cure the default(s). In the event the default(s) is not cured and
the Parties cannot resolve their dispute through negotiations within Thirty (30)
days of the Reply, then the Parties shall submit the dispute to binding
arbitration under this Agreement.

Article 7. Term, Termination and Effective Date. The effective date of this
Agreement shall be from and after execution. This Agreement shall remain in full
force and effect, unless terminated by mutual agreement of the Parties or
terminated by the passage of time under Article 2.

Article 8. Legal Counsel. Both Parties hereby acknowledge and agree they had
full opportunity to seek legal counsel of their own choosing prior to execution
of this Agreement.

Article 9. Securities Laws and Regulation and Taxation. Both Parties hereby
agree and acknowledge that the transfer of securities pursuant to this Agreement
shall constitute an exempt isolated transaction and the securities received in
such transfer and exchange do not have to be registered under federal or State
securities laws and regulations. Further, it is the express intent

CALI Initials____ SEAI Initials____ SEAI Initials____

of the Parties that this Agreement, and the transactions contemplated by it, be
treated as tax free to the extent possible under the IRS Code of 1986 (and
regulations thereto).

The Parties agree that certificates evidencing Stock acquired hereunder,
constitutes "restricted stock" as that term is defined under Rule 144
promulgated under the Securities and Exchange Act of 1933, as amended ("1933
Act"), and shall bear the a Legend substantially similar to the following:

THESE SECURITIES ARE NOT REGISTERED UNDER THE 1933 ACT OR ANY STATE SECURITIES
ACT. THEY MAY NOT BE TRANSFERRED FOR VALUE UNLESS AND UNTIL THEY ARE REGISTERED
UNDER ALL SUCH APPLICABLE ACTS OR SUCH TRANSFER SATISFIES APPLICABLE
REGISTRATION EXEMPTIONS THEREUNDER THE COMPANY WILL NOT TRANSFER THESE
SECURITIES ON ITS BOOKS AND RECORDS WITHOUT AN OPINION OF COUNSEL, SATISFACTORY
IN FORM AND SUBSTANCE TO COUNSEL FOR THE COMPANY, THAT SUCH TRANSFER DOES NOT
VIOLATE THE 1933 ACT OR ANY STATE SECURITIES LAWS.

Further, in the event that CALI determines that an Informational Statement is
required or desired in connection with this Exchange, then said Statement shall
be filed not more than ninety (90) days after Closing.

Article 10. Brokers and Indemnity. Both Parties hereby acknowledge and agree
that there are no brokers, agents, or finders entitled to compensation or
commission upon the Closing of this Agreement, except Xxx Xxxxxxx. Subsequent to
the Closing Xxx Xxxxxxx shall be paid $12,000 in free trading stock of CALI.
SEAI Inc. shall indemnify and hold harmless CALI for any and all liability
against a claim arising from a broker or agent.

Article 11. Costs. The Parties shall bear their own legal and other costs in
connection with the making and Closing of this Agreement.

Article 12. STANDARD TERMS and CONDITIONS and EXHIBITS. THE PARTIES AGREE
EXHIBIT M ATTACHED HERETO ON STANDARD TERMS AND CONDITIONS ARE DEEMED PART OF
THIS AGREEMENT FOR ALL PURPOSES AS THOUGH FULLY SET FORTH HEREIN. FURTHER, THE
PARTIES AGREE AND ACKNOWLEDGE THAT ANY OTHER EXHIBITS, ATTACHMENTS, OR SCHEDULES
THAT ARE MADE A PART OF THIS AGREEMENT OR PROVIDED IN CONNECTION WITH THIS
AGREEMENT ARE DEEMED TO BE A PART OF THIS AGREEMENT FOR ALL PURPOSES.

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS EXCHANGE AGREEMENT TO BE
EXECUTED IN THEIR NAMES AND/OR BY AND THROUGH THEIR PROPERLY AND DULY AUTHORIZED
REPRESENTATIVES ON THE DATE FIRST ABOVE WRITTEN.

CALI Initials____ SEAI Initials____ SEAI Initials____

SEAI:
Sovereign Exploration Associates International, Inc. as 100% owner of ARC and
SRI.

By:

/s/ Xxxxxx Xxxx
Xxxxxx Xxxx, duly authorized
Chief Executive Officer

CALI:
CALI Holdings, Inc.

By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
President

CONSENTS

The undersigned hereby Consent to the terms and conditions of the above
Agreement as such provisions apply to the undersigned.

Management

/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx

/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx

KMA Capital Partners, Ltd.
/s/ Xxxxx X. Xxxxxxxxx, General Partner
Xxxxx X. Xxxxxxxxx
Its General Partner

CALI Initials____ SEAI Initials____ SEAI Initials____

EXHIBIT A

INSERT Executive Management Agreement and KMA Termination Agreement

EXHIBIT A

TERMINATION & RELEASE AGREEMENT

THIS TERMINATION & RELEASE AGREEMENT MADE this 17th day of October 2005 by and
between Sovereign Exploration Associates International Inc., a Pennsylvania
corporation with offices at 000 Xxxxxxxxxx Xxx., Xxx 0X, Xxxxxxx, XX 00000
("SEAI").
AND
Xxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxx (Xxxxxxxxx and Xxxxxxx collectively
"Management") and KMA Capital Partners Ltd. ("KMA") individuals and a Florida LP
located in Orlando, Florida. Management, KMA and SEAI collectively referred to
as Parties.

WHEREAS, SEAI entered into an Exchange Agreement of even date with CALI Holdings
Inc. to exchange SEAI for 90% ownership of CALI Holdings Inc. (the "Exchange" or
"Exchange Agreement") a publicly traded investment company ("CALI), and

WHEREAS, Management and KMA consists of the management and consultants for and
to CALI , and

WHEREAS, Management and KMA require termination payments in connection with
foregoing the management of CALI after the Closing of the Exchange, and

WHEREAS, the respective representatives of Management, KMA and SEAI have had
certain discussions regarding the Exchange and the termination of the contracts
and the ownership interests of Management and KMA in CALI after the Exchange
which the Parties now wish to reduce to writing in this Agreement.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES, REPRESENTATIONS, AND
COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
PARTIES AGREE AS FOLLOWS:

Article 1. Termination. At Closing SEAI (or its agents and nominees) shall pay
to Xxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxx and KMA, in total the sum of Six Hundred
Thousand and no/100 dollars ($600,000) in complete termination and release of
the Executive Management contracts from CALI to Xxxxxxxxx and Xxxxxxx and the
consulting contract of CALI to KMA. Three Hundred Thousand ($300,000) shall be
payable at Closing in wire transfer and the balance of $300,000 shall be paid on
or before March 30, 2006.

Article 2. Closing & Contingency. The Closing shall take place at the offices of
CALI, or at such other time and place as the Parties mutually agree upon, but in
no event later than October 17, 2005 (the "Closing"). The Parties agree that in
the event the Exchange Agreement does not close for any reason then this
Agreement shall be null and void and without any liability whatsoever to either
Party and without Notice to any Party and shall simply terminate by the passage
of time.

Article 3. Equity. As part of said Termination and Release, at Closing,
Xxxxxxxxx, Xxxxxxx and KMA shall receive a total of Five percent (5%) of common
stock in CALI. (in the form of free trading Reg. E stock)

Article 4. Default and Cure. In the event a Party to this Agreement, fails or
refuses to perform its respective obligations under this Agreement in a timely
manner, then one Party may give Notice hereunder to the defaulting Party of
default hereunder ("Default Notice"). Said Default Notice shall set forth with
sufficient specificity and particularity the details of said default. The Party
to whom said Default Notice is given shall have Thirty (30) days from the date
of the delivery of the Default Notice to either (a) cure the deficiencies set
forth in the Default Notice or (b) give written Reply to the Notice setting
forth with particularity the reasons for the nonexistence of default or
inability to cure the default(s). In the event the default(s) is not cured and
the Parties cannot resolve their dispute through negotiations within Thirty (30)
days of the Reply, then the Parties shall submit the dispute to binding
arbitration under this Agreement.

Article 5. Term, Termination and Effective Date. The effective date of this
Agreement shall be from and after execution. This Agreement shall remain in full
force and effect, unless terminated by mutual agreement of the Parties or
terminated by the passage of time under Article 2.

Article 6. Legal Counsel. Both Parties hereby acknowledge and agree they had
full opportunity to seek legal counsel of their own choosing prior to execution
of this Agreement.

Article 7. Securities Laws and Regulation and Taxation. Both Parties hereby
agree and acknowledge that the transfer of securities pursuant to this Agreement
shall constitute an exempt under Sec 23 of the ICA.

Article 8. Brokers and Indemnity. Both Parties hereby acknowledge and agree that
there are no brokers, agents, or finders entitled to compensation or commission
upon the closing of this Agreement, including but not limited to Xxx Xxxxxxx.
SEAI shall indemnify and hold harmless Management and KMA for any and all
liability against a claim arising from a broker or agent.

Article 9. Costs. The Parties shall bear their own legal and other costs in
connection with the making and closing of this Agreement.

Article 10. STANDARD TERMS and CONDITIONS and EXHIBITS. THE PARTIES AGREE "M"
ATTACHED HERETO ON STANDARD TERMS AND CONDITIONS ARE DEEMED PART OF THIS
AGREEMENT FOR ALL PURPOSES AS THOUGH FULLY SET FORTH HEREIN. FURTHER, THE
PARTIES AGREE AND ACKNOWLEDGE THAT ANY OTHER EXHIBITS, ATTACHMENTS, OR SCHEDULES
THAT ARE MADE A PART OF THIS AGREEMENT OR PROVIDED IN CONNECTION WITH THIS
AGREEMENT ARE DEEMED TO BE A PART OF THIS AGREEMENT FOR ALL PURPOSES.

SEAI:
Sovereign Exploration Associates International Inc.

By /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
CEO

Management

/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx

/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx

KMA
KMA Capital Partners Ltd.

/s/ Xxxxx Xxxxxxxxx, General Partner
Xxxxx Xxxxxxxxx
General Partner

Preferred Shareholders

CF Holdings, LLC Preferred 1,925,000 52%
Xxxxx Xxxxxxx Preferred 600,000 16%
Xxxxx Xxxxxxxxx Preferred 1,000,000 27%
Xxxxx Sadrianna Preferred 100,000 3%
Xxxxx Xxxxxx/Xxxxx Xxxxxx 100,000 3%

------------
Ending Balance 3,725,000 100%
============

Converted into Common (4*1)

CF Holdings, LLC Preferred 7,700,000 52%
Xxxxx Xxxxxxx Preferred 2,400,000 16%
Xxxxx Xxxxxxxxx Preferred 4,000,000 27%
Xxxxx Sadrianna Preferred 400,000 3%
Xxxxx Xxxxxx/Xxxxx Xxxxxx Preferred 400,000 3%

------------
14,900,000 100%
============

KMA Common 800,000,000

EXHIBIT B

Insert 20% Revenue Sharing Agreement

CALI Initials____ SEAI Initials____ SEAI Initials____

REVENUE AGREEMENT

THIS REVENUE AGREEMENT (hereinafter "AGREEMENT") made this ___ day of October
2005 by and among CALI HOLDINGS, INC., formerly known as TS&B HOLDINGS, INC.
("CALI"), a Utah corporation, SOVEREIGN EXPLORATION ASSOCIATES INTERNATIONAL,
INC. ("SEAI"), a Pennsylvania corporation, ARTIFACT RECOVERY & CONSERVATION,
INC. ("ARC"), a Pennsylvania corporation, and SEA RESEARCH, INC. ("SRI"), an
Oklahoma corporation (collectively, the "Parties").

WHEREAS, SEAI and CALI are this day entering into an Investment and Exchange
Agreement whereby CALI will transfer 90% (ninety percent) of its outstanding
stock to SEAI in exchange for SEAI transferring 100% (one hundred percent) of
its outstanding stock to CALI; and

WHEREAS, SEAI owns 100% of the capital stock of ARC and SRI, which are in the
marine recovery and exploration business and have certain contracts with and
rights from various governments to discover, recover, and salvage wrecks; and

WHEREAS, ARC is the holder of certain permits, licenses, finder fees rights,
contracts and other rights (collectively, the "ARC Permits") concerning the
marine recovery and exploration business as identified in Exhibit ___ of the
Exchange Agreement; and

WHEREAS, SRI is the holder of certain permits, licenses, finder fees rights,
contracts and other rights (collectively, the "SRI Permits") concerning the
marine recovery and exploration business as identified in Exhibit ___ of the
Exchange Agreement; and

WHEREAS, the Parties wish to ensure that certain profits arising out of the
exploitation of the ARC Permits be first distributed to ARC and that certain
profits arising out of the exploitation of the SRI Permits be first distributed
to SRI; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:

1. Profits from the ARC Permits.

(a) CALI and SEAI agree that they will distribute 20% (twenty percent) of
the net profits arising out of the exploitation of the ARC Permits to ARC.

(b) CALI and SEAI further agree, and it is understood by the parties, that
the distribution to ARC described in Section 1(a) will be a priority
distribution and will be occur before any other debt or liability is
satisfied or income or loss distributed.

2. Profits from the SRI Permits.

(a) CALI and SEAI agree that they will distribute 20% (twenty percent) of
the net profits arising out of the exploitation of the SRI Permits to SRI.

(b) CALI and SEAI further agree, and it is understood by the parties, that
the distribution to SRI described in Section 2(a) will be a priority
distribution and will be occur before any other debt or liability is
satisfied or income or loss distributed.

3. Distributions. The net profits to be distributed to ARC and SRI under
Sections 1 and 2 of this Agreement, respectively, shall be made on a monthly
basis and in no event more than one (I) calendar month following receipt by CALI
or SEAI of the profit from the exploitation of the ARC Permits and the SRI
Permits.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their names and/or by and through their properly and duly authorized
representatives on the date first written above.

SEAI:
Sovereign Exploration Associates International, Inc. as 100% owner of ARC and
SRI

By:

/s/ Xxxxxx Xxxx
Xxxxxx Xxxx, duly authorized
Chief Executive Officer

ARC:
Artifact Recovery & Conservation, Inc.

By:

/s/ Xxxxxx Xxxx
XXXXX, duly authorized
President

CALI Initials____ SEAI Initials____ SEAI Initials____

EXHIBIT C

October 17, 2005

BOARD OF DIRECTORS
CALI HOLDINGS, INC.

RE: RESIGNATION

Dear Fellow Board Members:

The undersigned, Xxxxx X. Xxxxxxx, currently a member of the Board of CALI and
the CEO of CALI Holdings Inc., a Utah corporation, submits this as my letter of
resignation and I do therefore resign from the Board and as the CEO of the
Company.

I am resigning to take another position. I have no disagreements with the Board,
the auditors or any of the officers of the Company regarding accounting issues
or any other aspect which would require disclosure.

I hereby consent to attachment of a conformed copy of this resignation to a Form
8K.

Sincerely,

/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx

CALI Initials____ SEAI Initials____ SEAI Initials____

EXHIBIT C

October 17, 2005

BOARD OF DIRECTORS
CALI HOLDINGS, INC.

RE: RESIGNATION

Dear Fellow Board Members:

The undersigned, Xxxxxxx Xxxxxxxxx, currently a member of the Board of CALI and
an Officer of CALI Holdings Inc., a Utah corporation, submits this as my letter
of resignation and I do therefore resign from the Board and as an Officer of the
Company.

I hereby consent to attachment of a conformed copy of this resignation to a Form
8K.

Sincerely,

/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx

CALI Initials____ SEAI Initials____ SEAI Initials____

October 18, 2005

BOARD OF DIRECTORS
CALI HOLDINGS, INC.

RE: RESIGNATION

Dear Fellow Board Members:

The undersigned, Xxxxxx XxXxx, currently a member of the Board of CALI Holdings
Inc., a Utah corporation, submits this as my letter of resignation and I do
therefore resign from the Board of the Company.

I am resigning to take another position due to a change in management. I have no
disagreements with the Board, the auditors or any of the officers of the Company
regarding accounting issues or any other aspect which would require disclosure.

I hereby consent to attachment of a conformed copy of this resignation to a Form
8K.

Sincerely,

/s/ Xxxxxx XxXxx
Xxxxxx XxXxx

October 18, 2005

BOARD OF DIRECTORS
CALI HOLDINGS, INC.

RE: RESIGNATION

Dear Fellow Board Members:

The undersigned, Xxxxx Xxxxxx, currently a member of the Board of CALI Holdings
Inc., a Utah corporation, submits this as my letter of resignation and I do
therefore resign from the Board of the Company.

I hereby consent to attachment of a conformed copy of this resignation to a Form
8K.

Sincerely,

/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx

EXHIBIT C

Resignations

October 17, 2005

BOARD OF DIRECTORS
CALI HOLDINGS, INC.

RE: RESIGNATION

Dear Fellow Board Members:

The undersigned, ________________, currently a member of the Board of CALI and
the ________________ Officer of CALI Holdings Inc., a Utah corporation, submits
this as my letter of resignation and I do therefore resign from the Board and as
______________ of the Company.

I hereby consent to attachment of a conformed copy of this resignation to a Form
8K.

Sincerely,

CALI Initials____ SEAI Initials____ SEAI Initials____

EXHIBIT D

Insert Note and Loan Agreement with SME (How do we reflect the debts in the subs
assigned with the permits to SEAI)

CALI Initials____ SEAI Initials____ SEAI Initials____

PROMISSORY NOTE

$500,000.00 September 14, 2005

Orlando, Florida

FOR VALUE RECEIVED, the undersigned (hereafter the "Borrower") promises to
pay to the order of CALI HOLDINGS, INC. (the "Lender"), at its offices at 0000
Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000, the sum of FIVE HUNDRED THOUSAND DOLLARS
($500,000.00), or such lesser amount as shall have been advanced and remains
outstanding under the terms of this Note and the Loan and Security Agreement
dated of even date herewith between the Borrower and the Lender (the "Loan
Agreement"), with interest accruing on the unpaid principal balance from time to
time outstanding at the rate hereinafter provided until paid in full. The Lender
will note on its books and records the aggregate amount outstanding hereunder
following each advance made in accordance with the terms and conditions of the
Loan Agreement, each repayment on account of the principal hereof, and the
amount of interest accrued and paid thereon, and shall provide such information
to Borrower from time to time upon request. All capitalized terms used herein
have the definitions ascribed to them in the Loan Agreement.

The principal amount and all unpaid interest thereon shall be due and
payable upon the earliest of (1) twelve months from the date of this Note or (2)
the first date that the Collateral is sold in one or more transactions (referred
to herein as the "Maturity Date"). Interest shall accrue on the principal amount
outstanding from time to time outstanding hereunder at a rate of eight percent
(8%) per annum, but shall not be due and payable until the Maturity Date.

This Note may be prepaid at any time without premium or penalty.

To the extent allowed by applicable law, after the occurrence of any Event
of Default, all outstanding principal and unpaid interest shall bear, until
paid, interest at a rate per annum (the "Default Rate") equal to ten percentage
points (10%) per annum.

The happening of the following events or conditions shall constitute an
"Event of Default" under this Note:

1. Failure to make within ten (10) days of the date when due any payment of
principal or interest or any sum due under this Note when the same shall be due
and payable.

2. The occurrence of any material Event of Default under the Loan
Agreement, which default has not been cured within thirty (30) days after notice
thereof by Lender to Borrower.

The Borrower agrees that no delay or failure on the part of the holder in
exercising any power, privilege, remedy, option or right hereunder shall operate
as a waiver thereof or of any

CALI Initials____ SEAI Initials____ SEAI Initials____

other power, privilege, remedy or right; nor shall any single or partial
exercise of any power, privilege, remedy, option or right hereunder preclude any
other or future exercise thereof or the exercise of any other power, privilege,
remedy, option or right. The rights and remedies expressed herein are
cumulative, and may be enforced successively, alternately, or concurrently and
are not exclusive of any rights or remedies which holder may or would otherwise
have under the provisions of all applicable laws, and under the provisions of
all agreements between the Borrower and the Lender.

Initials____

CALI Initials____ SEAI Initials____ SEAI Initials____

This Note evidences a loan or loans under, and is subject to the provisions
of the Loan Agreement between the Lender and the Borrower. The terms of the Loan
Agreement are hereby made part of this Note and are deemed incorporated herein
in full.

SOVEREIGN MARINE EXPLORATIONS INC.

By: /s/ Xxxxxx Xxxx

Its
Duly Authorized

CALI Initials____ SEAI Initials____ SEAI Initials____

[CALI HOLDINGS LOGO]

September 16, 2005

Personal and Confidential

Sea Xxxx Inc.
Attn: Xxxxx Xxxxxxxxxxx
000 Xxxxxx Xx
Xxxx Xxxx Xxxxx, XX 00000
Fax 000 000-0000
XxxxxXxxxxxxxxxx@xxx.xxx

RE: Assignment of SME loan to Sea Xxxx and
Closing of Investment & Exchange Agreement

Dear Xxxxx:

This correspondence will confirm with full corporate responsibility our
agreement regarding the above noted mater. We agreed that CALI would act as a
"pass through" in the funding that we have currently put in place with
Sovereign.

This funding will be included as part of the Investment & Exchange Agreement
that I will have in Final Draft form either today or Saturday. In the event that
we are not able to come to terms on this Investment & Exchange Agreement by
September 22, 2005, then CALI will Assign the Loan Agreement and Promissory Note
to Sea Xxxx.

I trust the forgoing accurately sets forth our understanding.

Very truly yours,

c: cali/xxxxx /s/ Xxxxxxx Xxxxxxxxx
cc: Xxxxx X. Xxxxxxx X. Xxxxxxxxx
Corporate Secretary

corporate offices: Sand Lake West Business Park, 0000 Xxxxxxxxx Xx,
Xxxxxxx, XX 00000.
Phone 000.000.0000 Fax 000 000 0000
xxxxxxxxxx@xxxxxxxxxxxx.xxx xxx.xxxxxxxxxxxx.xxx

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT, dated September 14, 2005, is made by and
between Sovereign Marine Explorations Inc. (the "Borrower") and CALI Holdings
Inc. (the "Lender") concerning loans to be made by Lender to Borrower.

RECITALS

WHEREAS, Borrower wishes to obtain credit from time to time from Lender and
Lender desires to extend credit to Borrower. This Agreement sets forth the terms
on which Lender will advance credit to Borrower, and on which Borrower will
repay the amounts owing to Lender;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement, the following terms shall have the following
meanings:

(a) "Collateral" shall mean the objects and artifacts, including but not
limited to coins, silver, gold, jewelry, plate, bullion and any other
physical object retrieved or to be retrieved from the geographic area
covered by Nova Scotia Department of Natural Resources Treasure Trove
License numbers 130, 147, 148 and 150 ("Licenses").

(b) "Loan Documents" shall mean, collectively, this Agreement and the
Promissory Note executed by Borrower, dated of even date herewith,
substantially similar to that attached hereto as Exhibit A (the "Promissory
Note").

(d) "Obligations" shall mean all amounts loaned by Lender to Borrower
hereunder, including principal and interest.

2. Line of Credit.

2.1 Advances. Lender may in its sole option, subject to the terms and
conditions contained herein, may make advances to Borrower (the "Loans") in
amounts requested by Borrower from time to time; provided that such request
shall not cause the aggregate amount of principal hereunder to exceed the
Maximum Loan Amount. Such Loans shall be evidenced by the Promissory Note. All
requests for advances hereunder by the Borrower shall specify to the Lender the
amount to be borrowed and the purposes for which the borrowed funds are to be
used. The Lender shall, in its discretion, advance the funds within a
commercially reasonable time after receiving the request. Unless otherwise
agreed by Lender, all advances hereunder shall be for payment of expenses
specified in the budget attached hereto as Exhibit B. Unless otherwise

agreed by Lender, advances hereunder shall not exceed $75,000.00 (seventy five
thousand dollars) in any calendar week.

2.2 Event of Default. Upon the occurrence of any Event of Default
hereunder, then Lender shall have no duty to make any additional advances to
Borrower.

3. Payment Terms.

3.1 Loan Payments. The principal amount hereof shall be due and payable
from first monies upon the earliest to occur of (i) date that the Collateral is
sold in one or more transactions the net proceeds of which equal or exceed the
outstanding principal amount hereof; (ii) the corporate merger of the Borrower
and Lender, or; (iii) the expiration of twelve months from the date of this
Agreement (referred to herein as the "Maturity Date"). Interest shall accrue on
the principal amount outstanding from time to time outstanding hereunder at a
rate of eight percent (8%) per annum, but shall not be due and payable until the
Maturity Date.

3.2 Auction proceeds. It is understood by the Parties that Borrower has a
certain limited interest in the Collateral. In the event that the Collateral is
sold in one of more transactions, then in that event, Lender shall share xxxx
xxxxx, from the net proceeds of said transactions with any other parties
entitled to payment from the sale of said Collateral.

4. Grant of Security Interest.

To secure the payment and performance in full of all Obligations, Borrower
hereby grants to Lender a continuing security interest in and lien upon the
Collateral.

5. Collection and Administration.

5.1 Payment. All Obligations shall be payable to Lender at the address set
forth in Section 9, or at such other place as Lender may expressly designate
from time to time for purposes of this Section. Lender shall apply all proceeds
of accounts or other Collateral received by Lender and all other payments in
respect of the Obligations to the Loans or to any other Obligations then due,
first to interest, then to principal.

5.2 Loan Account Statements. Lender shall render to Borrower a loan account
statement upon written request by Borrower.

6. Representations, Warranties and Covenants.

Borrower hereby represents, warrants and covenants to Lender the following,
the truth and accuracy of which, and compliance with which, shall be continuing
conditions of the making of loans or other credit accommodations by Lender to
Borrower.

6.1 Organization; Due Authorization. The Borrower is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation and is qualified to conduct business in, and is in good standing
in, each state where the conduct of its business

requires that it be so qualified. The Borrower has all requisite power and
authority (corporate and other) to own its properties, to carry on its business
as now being conducted, to execute and deliver this Agreement and the Promissory
Note, and to consummate the transactions contemplated hereby and thereby.

6.2 Title. Borrower has (or, upon discovery, will have) and at all times
will continue to have that title to all of the Collateral granted to it by the
Licenses.

6.3 Security Interest. That this Security Agreement constitutes a first
lien against Collateral and proceeds therefrom to the extent of Borrower's
interest in the Collateral and a lien xxxx xxxxx to the extent of any LLC
Investors interests in said Collateral.

7. Events of Default and Remedies.

7.1 Events of Default. All Obligations shall be immediately due and
payable, upon notice and demand, at any time after the occurrence or existence
of any one or more of the following "Events of Default":

(a) Borrower fails to pay any principal or interest hereunder due
within ten (10) of when due;

(b) Borrower fails to materially comply with any of the terms of this
Agreement which failure has not been cured within thirty (30) days after notice
thereof by Lender to Borrower;

(d) Borrower becomes insolvent or makes an assignment for the benefit
of creditors; or

(e) Any petition or application for any relief under the Bankruptcy
laws of the United States now or hereafter in effect or under any insolvency,
reorganization, receivership, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction now or hereafter in effect (whether at law or
in equity) is filed by or against Borrower which is not dismissed within sixty
(60) days.

(f) Borrower fails to give Notice to Lender pursuant to the terms of
Section 8 hereunder.

7.2 Remedies. During the occurrence of an Event of Default and at any time
thereafter, Lender shall have all rights and remedies provided in this
Agreement, any other agreements between Borrower and Lender, the Uniform
Commercial Code and other applicable law, all of which rights and remedies may
be exercised without notice to Borrower. All rights and remedies of Lender are
cumulative and not exclusive and are enforceable, in Lender's discretion,
alternatively, successively, or concurrently on any one or more occasions and in
any order Lender may determine.

7.3 Application of Proceeds. Lender may apply the cash proceeds of
Collateral actually received by Lender from any sale, lease, foreclosure or
other disposition of the Collateral to payment of the then due and owing
Obligations, in whole or in part. Borrower shall remain liable to Lender for the
payment of any deficiency and all costs and expenses of collection or
enforcement, including reasonable attorneys' fees and legal expenses.

8. Rights of First Refusal

8.1 Right to Finance. In the event Borrower seeks any other financing
(either debt, equity or other financing) which is to close during the term of
this Loan, Lender shall be entitled to a right of first refusal to enable it to,
at Lender's option, to match the terms of the other financing, in the amount of
such other financing, on the same terms and conditions as the proposed
financing. The Borrower shall deliver to Lender, at least 20 days prior to the
proposed closing date of such transaction, written notice describing the
proposed transaction, including the terms and conditions thereof, and providing
Lender an option during the 20 day period following delivery of such notice to
either provide the financing being offered in such transaction on the same terms
as contemplated by such transaction. Provided, however, this shall not prevent
Borrower from seeking funding of its projects through the sale of LLC units.

9. Miscellaneous.

9.1 Jurisdiction. Borrower hereby irrevocably submits and consents to the
exclusive jurisdiction of the State and Federal Courts located in the State of
Florida with respect to any action or proceeding arising out of the Loan
Documents, the Obligations, the Collateral or any matter arising therefrom or
relating thereto. Any such action or proceeding commenced by Borrower against
Lender will be litigated only in a State or Federal Court located in the State
of Florida and Borrower waives any objection based on the doctrine of conflicts
of law and on forum non conveniens and any objection to venue in connection
therewith.

9.2 No Waiver. Lender shall not, by any act, delay, omission or otherwise
be deemed to have expressly or impliedly waived any of its rights or remedies
unless such waiver shall be in writing and signed by an authorized officer of
Lender. A waiver by Lender of any right or remedy on any one occasion shall not
be construed as a bar to or waiver of any such right or remedy which Lender
would otherwise have on any future occasion, whether similar in kind or
otherwise.

9.3 Notices. Any notice or other communication required or which may be
given hereunder shall be in writing and shall be delivered personally, sent by
facsimile transmission or sent by certified, registered or express mail, or
recognized overnight delivery service, postage prepaid, and shall be deemed
given when so delivered personally or sent by facsimile transmission or, if
sent, four days after the date of sending, as follows:

If to Lender, to: CALI HOLDINGS, INC.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx, CEO

If to the Borrower, to: Sovereign Marine Explorations Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0X
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxx

With a copy to: Prince, Lobel, Glovsky & Tye LLP
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.

Either party may by notice given in accordance with this Section to the
other party designate another address or person for receipt of notices
hereunder.

9.4 Severability. If any provision of this Agreement is held to be
unenforceable, such provision shall not affect this Agreement as a whole, but
this Agreement shall be construed as though it did not contain the particular
provision held to be invalid or unenforceable.

9.5 Entire Agreement; Amendments; Assignments. This Agreement and the
Promissory Note contains the entire agreement of the parties as to the subject
matter hereof, all prior commitments, proposals and negotiations concerning the
subject matter hereof being merged herein. Neither this Agreement nor any
provision hereof shall be amended, modified or discharged orally or by course of
conduct, but only by a written agreement signed by an authorized officer of
Lender and an authorized officer of Borrower. This Agreement shall be binding
upon and inure to the benefit of each of the parties hereto and their respective
successors and assigns, except that any obligation of Lender under this
Agreement shall not be assignable nor inure to the successors and assigns of
Borrower.

9.6 Assignment. Lender may assign this Loan Agreement with the consent of
Borrower and said consent may not be unreasonably withheld. Borrower must obtain
the written consent of the Lender to any assignment of this Agreement.

9.7 Usage. All terms used herein which are defined in the Uniform
Commercial Code shall have the meanings given therein unless otherwise defined
in this Agreement and all references to the singular or plural herein shall also
mean the plural or singular, respectively.

9.8 Obligations After Closing. The Borrower shall after Closing assist and
cooperate in good faith with Lender in providing any and all documents necessary
or reasonably required to fulfill Borrower's obligations under this Agreement.

9.9 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida

IN WITNESS WHEREOF, Borrower and Lender have duly executed this Agreement
under seal as of the date first above written.

LENDER:

CALI HOLDINGS, INC.

By:
Xxxxx X. Xxxxxxx
Its CEO

BORROWER:

SOVEREIGN MARINE EXPLORATIONS INC.

By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Its President

CONSENTS

The undersigned hereby Consent to the terms and conditions in the above Loan
Agreement.

FANTOME COBE TREASURE TROVE
LICENSE 150 LLC

By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Its Managing Director, Duly authorized

HMS FANTOME LLC

By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Its Managing Director, Duly authorized

INTERSPACE EXPLORATION LLC ("Le CHAMEAU")

By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Its Managing Director, Duly authorized

EXHIBIT E

Full Release from Gulf Coast Records

CALI Initials____ SEAI Initials____ SEAI Initials____

[GULFCOAST RECORDS LLC LOGO]

G U L F C O A S T R E C O R D S LLC

X.X. Xxx 0000, Xxxxxxx, XX 00000-0000
000-000-0000

KNOW ALL MEN BY THESE PRESENT

RELEASE

IN CONSIDERATION of Ten dollars and other good and valuable consideration the
adequacy of which is hereby acknowledged, the undersigned Gulf Coast Records LLC
and the undersigned 49% owners of Gulf Coast Records LLC. with CALI Holdings Inc
(fka TS&B Holdings Inc.) do hereby forever release and discharge CALI from any
and all liability whatsoever (known or unknown, contingent or otherwise) in
connection with Gulf Coast Records LLC from the beginning of time until the end
of the world.

IN WITNESS WHEREOF, the undersigned set their hands unto this 28 day September,
2005

By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Its member 24%

By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Its member 25%

GULF COAST RECORDS

By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Its President

Acknowledgment of Individuals

STATE OF FLORIDA )
)SS:
COUNTY OF ORANGE )

The foregoing instrument was acknowledged before me this 28 day of
September, 2005, by Xxxxxx X. Xxxxxxxx and Xxxxx Xxxxxxxx, who are personally
known to me or who have produced a D/L as identification.

/s/ Xxxxx Xxxxxx
Notary Public

Print name: Xxxxx Xxxxxx
My Commission Expires: 12/2/06
Commission # DD168751 (SEAL)

Corporate Acknowledgment

STATE OF FLORIDA )
)SS:
COUNTY OF ORANGE )

The foregoing instrument was acknowledged before me this 28 day of
September, 2005, by Xxxxx X. Xxxxxxx, the President of Gulf Coast Records LLC,
who is personally known to me or who have produced a D/L as identification.

/s/ Xxxxx Xxxxxx
Notary Public

Print name: Xxxxx Xxxxxx
My Commission Expires: 12/2/06
Commission # DD168751 (SEAL)

EXHIBIT F

INSERT - Xxxx of Sale for divestiture of CALI portfolio companies

CALI Initials____ SEAI Initials____ SEAI Initials____

Exhibit F (1)

WARRANTY XXXX OF SALE
--------------------------------------------------------------------------------

KNOW ALL MEN BY THESE PRESENTS: That CALI Holdings Inc.
of the County of Orange, State of Florida, hereinafter "Seller", whether one or
more, for and in consideration of the sum of Ten Dollar Dollars ($10.00) lawful
money of the United States of America, in hand paid by and other good and
valuable consideration including the Exchange Agreement of even date; KMA
Capital Partners Ltd. Inc. of Texas, hereinafter "Purchaser", whether one or
more, the receipt whereof is hereby acknowledged, do these presents grant,
bargain, sell, convey, transfer and deliver unto Purchaser, with all assets and
subject liabilities, the following described personal property now located at
0000 Xxxxxxxxx Xx. xx xxx Xxxx xx Xxxxxxx, Xxxxxx of Orange and State of
Florida, to-wit: All right title and interest in and to the portfolio companies
of CALI Holdings Inc., with all assets and subject liabilities, to wit:

Sports Nation Inc.
Xxxxxxx Earth & Waterworks LLC
Brokerage account of CALI at NevWest
TS&B Financial Services Inc.
Xxxxxxxxx Acquisition Corporation
TS&B Gaming & Entertainment Corp.
TSB Ventures Inc.
Three (3) Dell notebook computers

TO HAVE AND TO HOLD the same to the Purchaser, and his/her/their heirs,
executors, administrators and assigns forever. And Seller, for his/her/their
heirs, executors, administrators, covenant and agree(s) to and with the
Purchaser, his/her/their executors, administrators and assigns, that Seller,
is/are owner of the said property, goods and chattels and has/have good right
and full authority to sell the same, and that Seller will warrant and defend the
sale hereby made unto the Purchaser, his/her/their executors, administrators and
assigns, against all and every person or persons, whomsoever, lawfully claiming
or to claim the same.

IN WITNESS WHEREOF, the Seller has hereunto set his/her/their hand and seal this
17th day of October, 2005.

Seller(s)
CALI Holdings Inc.

/s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx, CEO

/s/ Xxxxxxx Xxxxxxxxx
Witness: Xxxxxxx Xxxxxxxx
Print Name: Corporate Secretary

Corporate Acknowledgment

STATE OF FLORIDA )
)SS:
COUNTY OF ORANGE )

The foregoing instrument was acknowledged before me this 17th day of
October, 2005, by Xxxxx X. Xxxxxxx, the CEO of CALI Holdings Inc, who is
personally known to me or who has produced Fl D/L as identification.

/s/ Xxxxx Xxxxxx
Notary Public

Printed Name: Xxxxx Xxxxxx

My Commission Expires:

12/2/06

Commission # DD168751

Exhibit F (2)

WARRANTY XXXX OF SALE
--------------------------------------------------------------------------------

KNOW ALL MEN BY THESE PRESENTS: That CALI Holdings Inc. of the
County of Orange, State of Florida, hereinafter "Seller", whether one or more,
for and in consideration of the sum of Ten Dollar Dollars ($10.00) lawful money
of the United States of America, in hand paid by and other good and valuable
consideration including the Exchange Agreement of even date; KAIROS Holdings
Inc., hereinafter "Purchaser", whether one or more, the receipt whereof is
hereby acknowledged, do these presents grant, bargain, sell, convey, transfer
and deliver unto Purchaser, with all assets and subject liabilities, the
following described personal property now located at 0000 Xxxxxxxxx Xx. xx xxx
Xxxx xx Xxxxxxx, Xxxxxx of Orange and State of Florida, to-wit: All right title
and interest in and to the portfolio companies of CALI Holdings Inc., with all
assets and subject liabilities, to wit:

Interest in and to investment in KMA Capital Partners Ltd. - Nine (9) LP
units

IN WITNESS WHEREOF, the Seller has hereunto set his/her/their hand and seal this
17th day of October, 2005.

Seller(s)
CALI Holdings Inc.

/s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx, CEO

/s/ Xxxxxxx Xxxxxxxx
Witness: Xxxxxxx Xxxxxxxx
Print Name: Corporate Secretary

Corporate Acknowledgment

STATE OF FLORIDA )
)SS:
COUNTY OF ORANGE )

/s/ Xxxxx Xxxxxx
Notary Public

Printed Name: Xxxxx Xxxxxx

My Commission Expires:

12/2/06

Commission # DD168751

CALI Holdings, Inc.
Fixed Asset Analysis
For the Period Ending June 30, 2005

6/30/2004 Year End 6/30/2005
Accumulated Monthly 30-Jun-05 Accumulated
Description Date Amount Life Depreciation Depreciation Depreciation Depreciation

Cali Holdings, Inc.

Office & Computer Equipment

Brother Fax 03/24/2004 432.69 5Y 21.63 7.21 86.54 108.17
Dell Computer Xxxxxxx 03/27/2004 3,215.49 5Y 160.77 0.00 0.00 160.77
Dell Computer Transferred to
Xxxxxxxx 08/01/2004 (3,215.49) (160.77) 0.00 0.00 (160.77)
Dell Laptop Xxxxxxxxx 03/28/2004 3,215.00 5Y 160.75 53.58 643.00 803.75
Toshiba Laptop 04/06/2004 1,500.00 5Y 75.00 25.00 300.00 375.00
Computer Racks 08/17/2004 160.00 7Y 0.00 2.67 20.95 20.95
T Mobile Phone 11/11/2004 532.49 5Y 0.00 8.87 71.00 71.00
File Cabinet - 2 Drawer 12/28/2004 212.94 7Y 0.00 3.55 17.75 17.75
Dell Lattitude Add On 02/04/2005 175.05 5Y 0.00 2.92 14.59 14.59
Floppy Drives 07/01/2004 413.03 5Y 0.00 6.88 82.61 82.61
Dell Computer Sadrianna 07/07/2004 2,814.02 5Y 0.00 0.00 515.90 515.90
Dell Sold to Sadrianna 05/15/2005 (2,814.02) 0.00 0.00 0.00 (515.90)
Camera 07/16/2004 1,692.05 5Y 0.00 28.20 338.41 338.41
Envision Flat Screen 07/30/2004 425.99 5Y 0.00 7.10 85.20 85.20
Computer Additions 08/01/2004 627.43 5Y 0.00 10.46 115.03 115.03
Dell Computer Xxxxxxx 07/01/2004 2,666.80 5Y 0.00 44.45 533.36 533.36
Hard Drive 07/01/2004 212.99 5Y 0.00 3.55 42.60 42.60
-------------- ---------------

Total Office & Computer Equipment 12,266.46 257.38 2,866.93 2,608.41
-------------- ---------------

Summary Beginning Additions Dispositions Ending

Automobiles & Trucks $0.00 8,363.18 9,932.79 (6,029.51) 12,266.46
Machinery & Equipment 0.00
Furniture & Fixtures 372.94 $3,903.28
Office & Computer Equipment 11,893.52
Signage 0.00
Intangible Assets 0.00
--------------

Total $12,266.46

Less Accumulated Depreciation 2,608.41
--------------

Net $9,658.05
==============

CALI Holdings, Inc.
Fixed Asset Analysis
For the Period Ending June 30, 2005

6/30/2004 Year End 6/30/2005
Accumulated Monthly 30-Jun-05 Accumulated
Description Date Amount Life Depreciation Depreciation Depreciation Depreciation

Cali Holdings, Inc.

Office & Computer Equipment
Brother Fax 03/24/2004 432.69 5Y 21.63 7.21 86.54 108.17
Dell Computer Xxxxxxx 03/27/2004 3,215.49 5Y 160.77 0.00 0.00 160.77
Dell Computer Transferred to
Xxxxxxxx 08/01/2004 (3,215.49) (160.77) 0.00 0.00 (160.77)
Dell Laptop Xxxxxxxxx 03/28/2004 3,215.00 5Y 160.75 53.58 643.00 803.75
Toshiba Laptop 04/06/2004 1,500.00 5Y 75.00 25.00 300.00 375.00
Computer Racks 08/17/2004 160.00 7Y 0.00 2.67 20.95 20.95
T Mobile Phone 11/11/2004 532.49 5Y 0.00 8.87 71.00 71.00
File Cabinet - 2 Drawer 12/28/2004 212.94 7Y 0.00 3.55 17.75 17.75
Dell Lattitude Add On 02/04/2005 175.05 5Y 0.00 2.92 14.59 14.59
Floppy Drives 07/01/2004 413.03 5Y 0.00 6.88 82.61 82.61
Dell Computer Sadrianna 07/07/2004 2,814.02 5Y 0.00 0.00 515.90 515.90
Dell Sold to Sadrianna 05/15/2005 (2,814.02) 0.00 0.00 0.00 (515.90)
Camera 07/16/2004 1,692.05 5Y 0.00 28.20 338.41 338.41
Envision Flat Screen 07/30/2004 425.99 5Y 0.00 7.10 85.20 85.20
Computer Additions 08/01/2004 627.43 5Y 0.00 10.46 115.03 115.03
Dell Computer Xxxxxxx 07/01/2004 2,666.80 5Y 0.00 44.45 533.36 533.36
Hard Drive 07/01/2004 212.99 5Y 0.00 3.55 42.60 42.60
-------------- --------------- ------------ ------------

Total Office & Computer Equipment 12,266.46 257.38 2,866.93 2,608.41
-------------- --------------- ------------ ------------

Summary Beginning Additions Dispositions Ending

Total $12,266.46

Less Accumulated Depreciation 2,608.41
--------------

Net $9,658.05
==============

1:58 PM Cali Holdings, Inc.
Customer Balance Detail
10/17/05 All Transactions
Accrual Basis

Type Date Num Account Class Amount Balance

Credit Exchange
General Journal 6/30/2003 AUDI... 1200 Accounts Re... 7,000.00 7,000.00
Payment 7/16/2003 1200 Accounts Re... -7,000.00 0.00

Total Credit Exchange 0.00 0.00

Kairos Holdings, Inc.
Invoice 3/1/2005 ACS0... 1200 Accounts Re... 925.73 925.73
Payment 3/18/2005 10545 1200 Accounts Re... -925.73 0.00
Invoice 3/31/2005 ACS0... 1200 Accounts Re... 925.73 925.73
Payment 4/4/2005 10557 1200 Accounts Re... -925.73 0.00
Invoice 5/2/2005 XXX0 0000 Accounts Re... 925.73 925.73
General Journal 5/2/2005 Dep 0... 1200 Accounts Re... -925.73 0.00
Invoice 6/1/2005 ACS5... 1200 Accounts Re... 925.73 925.73
Invoice 7/1/2005 Kairo... 1200 Accounts Re... 925.73 1,851.46
Invoice 8/1/2005 Kairo... 1200 Accounts Re... 925.73 2,777.19
Invoice 9/1/2005 Kairo... 1200 Accounts Re... 925.73 3,702.92
Invoice 10/1/2005 KMA9... 1200 Accounts Re... 925.73 4,628.65

Total Kairos Holdings, Inc. 4,628.65 4,628.65

KMA Capital Partners
Invoice 3/1/2005 KMA3... 1200 Accounts Re... 4,813.33 4,813.33
Invoice 3/31/2005 KMA0... 1200 Accounts Re... 4,813.33 9,626.66
Payment 4/4/2005 ACS... 1200 Accounts Re... -3,000.00 6,626.66
Payment 4/20/2005 10250 1200 Accounts Re... -6,626.66 0.00
Invoice 5/2/2005 KMA0... 1200 Accounts Re... 4,813.33 4,813.33
General Journal 5/2/2005 Dep 5... 1200 Accounts Re... -4,813.33 0.00
Invoice 6/1/2005 ACS5... 1200 Accounts Re... 4,813.33 4,813.33
Payment 6/30/2005 1200 Accounts Re... -4,813.33 0.00
Invoice 7/1/2005 KMA0... 1200 Accounts Re... 4,813.33 4,813.33
Invoice 8/1/2005 KMA0... 1200 Accounts Re... 4,813.33 9,626.66
Invoice 9/1/2005 KMA9... 1200 Accounts Re... 4,813.23 14,439.89
Invoice 10/1/2005 KMA9... 1200 Accounts Re... 4,813.23 19,253.12

Total KMA Capital Partners 19,253.12 19,253.12

NXT2U, Inc.
Invoice 3/1/2005 CDT... 1200 Accounts Re... 1,383.00 1,383.00
Payment 3/17/2005 2141 1200 Accounts Re... -1,383.00 0.00
Invoice 4/1/2005 CDT... 1200 Accounts Re... 1,383.00 1,383.00
Payment 4/15/2005 2162 1200 Accounts Re... -1,383.00 0.00
Invoice 5/2/2005 CDT... 1200 Accounts Re... 1,383.00 1,383.00
Invoice 6/1/2005 ACS5... 1200 Accounts Re... 1,383.00 2,766.00
Invoice 7/1/2005 CDT... 1200 Accounts Re... 1,383.00 4,149.00
Invoice 8/1/2005 NXT0... 1200 Accounts Re... 1,383.00 5,532.00
Invoice 9/1/2005 NX2U... 1200 Accounts Re... 1,383.00 6,915.00
Invoice 10/1/2005 KMA9... 1200 Accounts Re... 1,383.00 8,298.00

Total NXT2U, Inc. 8,298.00 8,298.00

TAF
Invoice 12/31/2001 5000 1200 Accounts Re... Fin Svcs 60,000.00 60,000.00
Payment 1/11/2002 1953 1200 Accounts Re... -6,000.00 54,000.00
Payment 1/11/2002 1200 Accounts Re... -2,754.22 51,245.78
Payment 1/13/2002 1951 1200 Accounts Re... -3,000.00 48,245.78
Payment 1/23/2002 1954 1200 Accounts Re... -4,900.00 43,345.78
Payment 1/25/2002 1955 1200 Accounts Re... -8,500.00 34,845.78
Payment 2/8/2002 1200 Accounts Re... -8,000.00 26,845.78
Payment 2/22/2002 1200 Accounts Re... -8,000.00 18,845.78
Payment 3/1/2002 126 1200 Accounts Re... -2,000.00 16,845.78
Payment 3/4/2002 1960 1200 Accounts Re... -400.00 16,445.78
Payment 3/4/2002 1961 1200 Accounts Re... -150.00 16,295.78
Payment 3/4/2002 1200 Accounts Re... -3,500.00 12,795.78
Payment 3/8/2002 1200 Accounts Re... -6,150.00 6,645.78
Payment 3/8/2002 1200 Accounts Re... -1,850.00 4,795.78
Payment 3/14/2002 1200 Accounts Re... -500.00 4,295.78
Payment 3/25/2002 1200 Accounts Re... -8,900.00 -4,604.22
Payment 3/29/2002 1060 1200 Accounts Re... -5,400.00 -10,004.22
Payment 3/29/2002 1059 1200 Accounts Re... -2,000.00 -12,004.22
Invoice 3/31/2002 2 1200 Accounts Re... Fin Svcs 6,750.00 -5,254.22
Invoice 3/31/2002 3 1200 Accounts Re... Fin Svcs 5,400.00 145.78
Invoice 3/31/2002 4 1200 Accounts Re... Fin Svcs 90,000.00 90,145.78
Invoice 3/31/2002 5 1200 Accounts Re... Fin Svcs 900.00 91,045.78
Invoice 3/31/2002 6 1200 Accounts Re... Fin Svcs 2,250.00 93,295.78
Invoice 3/31/2002 7 1200 Accounts Re... Fin Svcs 18,000.00 111,295.78
Payment 5/1/2002 1957 1200 Accounts Re... -5,000.00 106,295.78
Payment 5/2/2002 1200 Accounts Re... -150.00 106,145.78
Payment 5/3/2002 1041 1200 Accounts Re... -850.00 105,295.78
Payment 5/17/2002 9964... 1200 Accounts Re... -2,500.00 102,795.78
Payment 5/30/2002 1964 1200 Accounts Re... -1,096.39 101,699.39
Payment 5/30/2002 1200 Accounts Re... -701.02 100,998.37
Payment 5/31/2002 1966 1200 Accounts Re... -875.00 100,123.37
Payment 6/3/2002 1967 1200 Accounts Re... -2,493.12 97,630.25
Payment 6/14/2002 1968 1200 Accounts Re... -200.00 97,430.25
Payment 6/20/2002 1969 1200 Accounts Re... -1,725.00 95,705.25
Payment 6/24/2002 1062 1200 Accounts Re... -3,500.00 92,205.25
Payment 6/28/2002 1200 Accounts Re... -1,000.00 91,205.25
Credit Memo 6/30/2002 10 1200 Accounts Re... TSBB -10,002.19 81,203.06
Payment 7/12/2002 1200 Accounts Re... -600.00 80,603.06
Payment 7/12/2002 1070 1200 Accounts Re... -200.00 80,403.06
General Journal 6/30/2003 AUDIT1 1200 Accounts Re... -107,403.06 -27,000.00
General Journal 6/30/2004 Rever... 1200 Accounts Re... 27,000.00 0.00

Total TAF 0.00 0.00

TSBCOLTD
Invoice 3/31/2002 8 1200 Accounts Re... Fin Svcs 13,500.00 13,500.00
Invoice 3/31/2002 9 1200 Accounts Re... Fin Svcs 13,500.00 27,000.00
General Journal 6/30/2004 Rever... 1200 Accounts Re... -27,000.00 0.00

Total TSBCOLTD 0.00 0.00

TOTAL 32,179.77 32,179.77
----------------------------------------

EXHIBIT G

Loans / Obligations - SEAI

Sea Research, Inc.

To Sovereign Marine Explorations, Inc. $500,000
Note to Officer 272,000
Legal 89,000
CALI Acquisition 600,000

Artifact Recovery & Conservation, Inc.

Shareholder Loan -Fantome: Permit $225,000
Sovereign Marine Explorations - Fantome: Permit Balance 275,000
Shareholder Loan -LeChameau: Permit (Canadian Currency) 136,050
Shareholder Loan -LeChameau: Permit 66,240
Shareholder Loan - L'Africaine / The Virginia: Permit (Canadian Currency) 50,000
Shareholder Loan -Fantome: Permit 33,120
Shareholder Loan -L'Africaine / The Virginia: Permit 15,000
Shareholder Loan -LeChameau: Legal 50,000
Shareholder Loan -Fantome: Legal 50,000

CALI Initials____ SEAI Initials____

EXHIBIT H

Insert Consent to Sale and IP transfer

CONSENT

The undersigned Owners of SEAI hereby Consent to the provision of Article 3(f)
relative to the transfer of IP for Business. In the event that the a Xxxx of
Sale is required to further convey and transfer said IP, then the undersigned
shall promptly execute same.

OWNERS of SEAI

Artifact Recovery & Conservation Inc, 50% owner

By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, duly authorized
President

Sea Research Inc., 50% owner

By:______________________________
, duly authorized

CALI Initials____ SEAI Initials____

EXHIBIT J

CALI.

Form 10K - year end June 30, 2005, filed September 26, 2005

CALI Initials____ SEAI Initials____

CALI HOLDINGS, INC.

Form 10-K

Year End June 30, 2005

xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xxxx00x.xxx

EXHIBIT K

[insert material changes and contracts and commitments in excess of $5,000 per Art. 4(d)

2:52 PM Cali Holdings, Inc.
Unpaid Bills Detail
10/17/05 As of October 17, 2005

Type Date Num Due Date Aging Open Balance

ADP, Inc.
Xxxx 9/19/2005 262128 9/29/2005 18 472.46
Xxxx 9/23/2005 266160 10/3/2005 14 478.57
Xxxx 9/29/2005 272117 10/9/2005 8 479.06
Xxxx 9/9/2005 252107 10/10/2005 7 468.17

Total ADP, Inc. 1,898.26

ADT Security
Xxxx 9/29/2005 9/29/2005 18 42.39

Total ADT Security 42.39

AFLAC
Xxxx 10/1/2005 Oct 2... 10/1/2005 16 397.80

Total AFLAC 397.80

American Card Services
Xxxx 8/1/2005 7 8/11/2005 67 4,265.63
Xxxx 9/1/2005 8 9/11/2005 36 8,007.23
Xxxx 10/1/2005 Octob... 10/11/2005 6 6,652.39

Total American Card Services 18,925.25

B2d xxxxxx
Xxxx 2/24/2003 3/26/2003 936 230.00
Xxxx 1/1/2003 3/31/2003 931 5,770.00

Total B2d semago 6,000.00

Xxxxxxx & Xxxxxxxx & Company PA
Xxxx 11/30/2004 XxxXx... 11/30/2004 321 292.50
Xxxx 12/3/2004 14741 12/3/2004 318 1,000.00
Xxxx 12/31/2004 Xxxxx... 12/31/2004 290 277.50
Xxxx 1/31/2005 Interest 1/31/2005 259 217.50
Xxxx 2/15/2005 15001 2/15/2005 244 3,000.00
Xxxx 2/28/2005 0228... 2/28/2005 231 157.50
Xxxx 4/30/2005 4/30/2005 170 142.50
Xxxx 4/30/2005 4/30/2005 170 202.50
Xxxx 5/10/2005 5/10/2005 160 6,816.00
Xxxx 7/31/2005 0731 7/31/2005 78 199.74
Xxxx 9/30/2005 16704 9/30/2005 17 25,162.24
Xxxx 9/30/2005 9/30/2005 17 549.48

Total Xxxxxxx & Xxxxxxxx & Company PA 38,017.46

Xxxx South (8289)
Xxxx 9/1/2005 9/16/2005 31 87 08
Xxxx 10/1/2005 10/16/2005 1 99.96

Total Xxxx South (8289) 187.04

Xxxxx, Xxxxx & Xxxxx
Xxxx 9/30/2005 10/10/2005 7 456.93

Total Xxxxx, Xxxxx & Xxxxx 456.93

Business Wire
Xxxx 9/27/2005 9/27/2005 20 440.00

Total Business Wire 440.00

CCH Incorporated
Xxxx 9/10/2005 9/20/2005 27 145.91

Total CCH Incorporated 145.91

Clinical Cleaning Company
Xxxx 10/1/2005 1029 10/11/2005 6 315.24

Total Clinical Cleaning Company 315.24

Xxxxxxxxx & Xxxx, P.A.
Xxxx 1/13/2005 35800 1/23/2005 267 1,366.10
Xxxx 5/1/2005 36554 5/11/2005 159 1,073.34
Xxxx 6/30/2005 37983 7/10/2005 99 1,481.33

Total Xxxxxxxxx & Xxxx, P.A. 3,920.77

Sand Lake West Comm. Acct
Xxxx 10/1/2005 Oct 2... 10/11/2005 6 3,156.68

Total Sand Lake West Comm. Acct 3,156.68

Shurgard Rental
Xxxx 10/1/2005 10/1/2005 16 210.29

Total Shurgard Rental 210.29

Standard Coffee Service
Xxxx 10/7/2005 4183-... 10/17/2005 57.72

Total Standard Coffee Service 57.72

StandGuard
Xxxx 9/10/2005 SG50... 9/20/2005 27 37.49

Total StandGuard 37.49

t*Mobile
Xxxx 9/19/2005 9/29/2005 18 1,021.02

Total t*Mobile 1,021.02

Transfer Online, Inc.
Xxxx 9/13/2005 066-0... 9/23/2005 24 25.00
Xxxx 9/16/2005 066-1... 9/26/2005 21 25.00
Xxxx 9/16/2005 066-1... 9/26/2005 21 25.00
Xxxx 9/21/2005 070-0... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-3... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-4... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-4... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-4... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-4... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-4... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-4... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-5... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-5... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-5... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-6... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-6... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-7... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-7... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-7... 10/1/2005 16 10.00
Xxxx 9/21/2005 070-8... 10/1/2005 16 10.00

Xxxx 9/27/2005 066-6... 10/7/2005 10 25.00
Xxxx 10/1/2005 066-9... 10/11/2005 6 500.00
Xxxx 10/3/2005 067-0... 10/13/2005 4 10.00
Xxxx 10/3/2005 067-0... 10/13/2005 4 10.00
Xxxx 10/5/2005 067113 10/15/2005 2 25.00
Xxxx 10/12/2005 067-3... 10/22/2005 10.00
Xxxx 10/12/2005 067-3... 10/22/2005 10.00
Xxxx 10/12/2005 067-3... 10/22/2005 10.00

Total Transfer Online, Inc 845.00

TOTAL 76,075.25
-----------------

CONSENT TO ACTION BY THE SHAREHOLDERS OF

CALI HOLDINGS, INC.

The undersigned, being the holders of a majority of the issued and
outstanding Common Stock, of the above-named corporation, hereinafter referred
to as the "Company" hereby agree and consent to the actions set forth below.

This written consent is being executed in accordance with the provisions
set forth in Section 16-10a-704 of the Utah Revised Business Corporation Act
which provides that any action which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a written consent setting forth the actions taken shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take the action at a meeting at which
all shares entitled to vote thereon were present and voted.

RESOLVED, that the action of the board of directors dated October 17, 2005
authorizing an Exchange Agreement with Sovereign Exploration Associates
International Inc. is hereby approved and the Officers of the Company are
authorized to effect this approved action and note the books and records of the
Company accordingly.

EFFECTIVE as this 17th day of October, 2005.

Total Number of Outstanding Shares is 2,457,386,950 of which 1,356,166,667
have approved the above action, representing 51% of the total issued and
outstanding shares of the Company which is sufficient to approve the above
action.

Shareholder Number of Shares

KMA Capital Partners Ltd 800,000,000

By /s/ Xxxxx Xxxxxxxxx, General Partner
Xxxxx Xxxxxxxxx GP

Sequoia International Inc. 556,166,167

By /s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx as Proxy and
Attorney in Fact for
Sequoia International Inc.

Total 1,356,166,167

UNANIMOUS WRITTEN CONSENT
TO THE ACTION OF THE
BOARD OF DIRECTORS
OF

CALI HOLDINGS INC.

Pursuant to Sec. 16-10a-821 of the Utah Revised Business Corporation Act,
and the Investment Act of 1940 the following action is taken by the Board of
Directors of CALI Holdings Inc. ("Company") by unanimous written action, as if a
meeting of the Board of Directors had been properly called pursuant to notice
and all directors were present and voting in favor of such action.

RESOLVED, the Board of Directors on behalf of Company authorizes and
approves the Exchange Agreement entered into with Sovereign Exploration
Associates International Inc. (SEAI), whereby Company will exchange 90% of its
common stock in exchange for 100% of the capital stock of SEAI and SEAI shall
bring assets with at least a $5.0 Million valuation into the subsidiary
companies of SEAI. SEAI is engaged in the marine recovery and exploration
business. The Board further ratifies, approves, confirms, and adopts all actions
taken, and activities, actions and conduct of the directors, officers, and
agents of Company, in connection with or related to said negotiations.

RESOLVED, the Board of Directors on behalf of Company hereby ratify,
approve, confirm, and adopt all action taken, and activities and conduct of the
promoters, directors, officers, and agents of Company, in connection with or
related to Company or its affiliates prior to the date hereof.

RESOLVED, the Board of Directors on behalf of Company hereby ratify,
approve, confirm and authorize that the effective date of this Board action
shall be from and after October 17, 2005.

RESOLVED, that this Board Action may be executed simultaneously, or in one
or more counter-parts or by facsimile, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

The undersigned certify that they constitute the Board of Directors of the
Corporation. Executed and Dated as of the 17th day of October 2005.

By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
------------------------ ---------------------------------
Xxxxx Xxxxxxx, Director Xxxxxxx Xxxxxxxxx, Director

By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
------------------------ ---------------------------------
Xxxxx Xxxxxx, Director Xxxxx Xxxxxx, Director

By: /s/ Xxxxxx XxXxx By: /s/ Xxxxx Xxxxx
------------------------ ---------------------------------
Xxxxxx XxXxx, Director Xxxxx Xxxxx, Director

EXHIBIT M

STANDARD TERMS AND CONDITIONS

Time. Time is of the essence in this Agreement and the transactions contemplated
by it.

Good faith and fair dealing. The Parties agree this Agreement imposes an implied
duty of good faith and fair dealing on all the respective obligations of the
Parties.

Headings. The headings of Articles and paragraphs contained in this Agreement
are for convenience of reference only and shall not be considered in construing
this Agreement.

Obligations After Closing. The Parties shall after Closing assist and cooperate
in good faith with each other in providing any and all information or documents
necessary or reasonably required to fulfill their respective obligations under
this Agreement.

Modification and Waiver. This Agreement constitutes the entire Agreement between
the Parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and understandings of the
Parties. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all of the Parties. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute, a waiver
of any other provision, whether or not similar, nor shall any waiver constitute
a continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.

Counterparts & Facsimile. This Agreement and Exhibit may he executed
simultaneously in one or more counter-parts or by facsimile, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

Rights of Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement
on any persons other than the Parties to it and their respective heirs, legal
representatives, successors and assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third
persons not a party to this Agreement, nor shall any provision give any such
third persons any right of subrogation or action over against any party to this
Agreement.

Assignment. The Parties shall not assign or transfer their respective
obligations under this Agreement. This Agreement shall be binding on, and shall
inure to the benefit of, the Parties to it and their respective heirs, legal
representatives, successors, and any of their respective companies,
subsidiaries, entities, agents, associates, partners, directors, officers,
employees, and representatives.

Arbitration and Governing law. Any and all disputes, controversies or claims
(including any and all disputes, controversies, and claims between the Parties
after Closing) arising out of or relating to this Agreement, or the making,
performance, or interpretation thereof, including the issues of fraud,
misrepresentation, rescission, reformation, revocation, or novation, shall be
fully and finally settled by binding arbitration in accordance with the
Commercial Rules of the American Arbitration Association, then existing. The
arbitration shall take place in Orlando, Florida and

judgment on the arbitration award may be entered in any Court having
jurisdiction over the subject matter of the controversy. The arbitrator(s) in
deciding the case shall apply the commercial law of the State of Florida without
regard to the doctrine of conflicts of law or inconvenient forum. The obligation
of the Parties to submit to binding arbitration is their sole and exclusive
remedy at law or equity and this obligation shall survive the Closing and/or
termination of this Agreement.

Costs. If legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of any alleged dispute, breach,
default, or misrepresentation, in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney's fees and other costs incurred, including expert
witness fees, in that action or proceeding, in addition to any other relief to
which it or they may be entitled.

Severability. To the extent any provision of this Agreement shall be determined
by a court of competent jurisdiction to be invalid or unenforceable, such
provision shall be deleted from this Agreement, and the validity and
enforceability of the remainder of such provision and of this Agreement shall be
unaffected.

Force Majeure. No Party to this Agreement shall be responsible to the other
Party for nonperformance or delay in performance of the terms or conditions of
this Agreement due to acts of God, acts of governments, war, riots, strikes,
accidents in transportation, or other causes beyond the reasonable control of
such Party.

Authority. Both Parties acknowledge that by execution of this Agreement they
have the right, power, legal capacity, and authority to enter into, and perform
their respective obligations under this Agreement, and no approvals or consents
of any persons other than the Parties are necessary in connection with this
Agreement.

No Conflict with Prior Agreements. Both Parties acknowledge, warrant and agree
that the execution of this Agreement, the consummation of the transactions
contemplated herein, and compliance with the terms of this Agreement, do not and
will not, conflict with, or constitute a default under any indenture, mortgage,
license, permit, treaty, deed of trust or other agreement (oral or written) or
instrument to which the Parties are now a party, or the articles, (and any
amendments thereto) or bylaws of Parties, or any law, order, rule or
regulations, treaty, permit, injunction, or decree or any government agency or
court, domestic or foreign, having jurisdiction over the Parties or their
respective businesses or properties.

Notices. Any notice or other communication in connection with this Agreement
must be in writing and if by mail, by certified mail, return receipt requested,
and shall be effective when delivered to the addressee at the address listed
below or such other address as the addressee shall have specified in a notice
actually received by the addressor.

If to: Sovereign Exploration Associates
International, Inc. If to: CALI Holdings, Inc.
ATTN: Xxxxxx Xxxx ATTN: X. Xxxxxxxxx, Esq.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0X 0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xx 00000 Xxxxxxx, XX 00000
Fax 000-000-0000 Fax 000-000-0000

Document Metadata

Table of Contents

Exhibit No. EX-10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT MADE this 17th day of October 2005 by and among CALI HOLDINGS, INC., formerly known as TS&B Holdings, Inc. ("CALI"), a Utah corporation with offices at 7658 Municipal Dr., Orlando, FL...

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