organetix_8k-ex1001.htm


    EXHIBIT
10.1

     

    TULCO
RESOURCES, LTD. / SEAFARER EXPLORATIONS, INC.

    CONTRACT

     

    This
contract, made and entered into this _____ day of February, 2007 (the “Contract
Date”), in Jupiter, Florida by and between Tulco Resources, Ltd., a Florida
Limited Partnership, hereafter referred to as “TULCO,” and Seafarer
Explorations, Inc., hereafter referred to as “SEAFARER” and collectively
hereafter referred to as the “PARTIES.”

     

    In
consideration of the mutual promises contained herein and certain other good and
valuable consideration, the receipt of which is hereby acknowledged, the PARTIES
hereto agree as follows:

     

    
      	
              1.  

            	
              The
      PARTIES hereto acknowledge that TULCO has exclusive rights and license to
      salvage an old shipwreck within the territorial limits of Florida in the
      vicinity of Juno Beach, Florida (the
“Site”).

            


    

     

    
      	
              2.  

            	
              Artifact
      Recovery and Conservation Program (the
  “Program”).

            


    

     

    
      	
              (a)        
        

            	
              TULCO
      desires to have an artifact recovery and conservation program (“Program”)
      completed on the Site and SEAFARER agrees, for the purpose of paying for
      the artifact conservation program, to put $5,000 down to secure the
      Florida permit with the remainder of $15,000 to be paid before any work
      can start. This contract is subject to full funding of the $20,000. Such
      program and laboratory shall be operated as a joint venture between the
      PARTIES during the contract period. The PARTIES understand that as more
      shipwreck items are recovered, conservation costs will
      escalate.

            


    

     

    
      	
              (b)        
        

            	
              TULCO
      then agrees to grant to SEAFARER the exclusive right to explore, locate,
      identify, and salvage old shipwreck remains in the area referenced in
      TULCO's Florida permit. The right is granted for the initial period
      February ___, 2007 through February ___, 2008. SEAFARER must maintain a
      good, friendly, and honest working relationship with TULCO and must
      mutually cooperate with the project manager and field
      Archaeologist.

            


    

     

    
      	
              (c)        
        

            	
              TULCO
      grants to SEAFARER the exclusive right, title, and interest
      throughout the world to exploit the Program in any media now known or
      hereafter developed, including without limitation the right to make motion
      pictures, sequels, prequels, remakes, videos, audio recordings, live or
      episodic versions (collectively, the “work”), but not including bound
      print media (i.e., book). SEAFARER may produce and distribute the work
      using any media now known or hereafter
  developed.

            


    

     

    
      	
              3.  

            	
              The
      PARTIES agree that all correspondence with the State of Florida concerning
      the Archaeological Guidelines or any other matters concerning TULCO’s
      agreements with the State or any department, division or agency of the
      State of Florida will be handled by TULCO's Managing Partner or
      consultants and expert archaeologist, Robert F.
  Marx.

            


    

     

    
      	
              4.  

            	
              SEAFARER
      agrees to furnish their own crew and salvage boat and all the equipment
      necessary to salvage. SEAFARER agrees to pursue this salvage program with
      diligence and regularity, weather and equipment permitting. SEAFARER will
      furnish an archaeologist and will pay their own expenses including, but
      not limited to fuel, food, ground tackle, other electronic equipment,
      dockage, wages, dive tanks, supplies, etc. When operating in TULCO's area,
      SEAFARER will display a red identification sign that can be seen from a
      helicopter. TULCO will supply the
sign.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              5.  

            	
              The
      PARTIES to this contract understand that TULCO's agreement with the State
      of Florida provides that the State's Division of Historical Resources will
      have the right to select up to 20% of the total value of recovered
      artifacts for the State's museum
collection.

            


    

     

    
      	
              6.  

            	
              After
      the State has selected those artifacts they feel will complement their
      collection, the division of artifacts to non-state entities will occur.
      This “remainder” of the artifacts is considered the “100%” for purposes of
      dividing amongst the PARTIES as further detailed in paragraph 7,
      below.

            


    

     

    
      	
              7.  

            	
              Division
      of Artifacts.

            


    

     

    
      	
              (a)        
        

            	
              TULCO
      and SEAFARER will divide equally (50/50) of any treasure and/or artifacts
      recovered by SEAFARER.

            


    

     

    
      	
              (b)        
        

            	
              SEAFARER
      will get its share of division at the same time TULCO receives its
      share.

            


    

     

    
      	
              (c)        
        

            	
              TULCO
      agrees to make no additional agreements that would effect or dilute
      SEAFARER's share of items recovered by SEAFARER without prior consultation
      and written approval of SEAFARER.

            


    

     

    
      	
              (d)        
        

            	
              TULCO
      agrees to attempt to expand its permit area in the event that SEAFARER
      locates anomalies and or treasure and artifacts outside Tu1co's current
      permit area. TULCO also agrees to file all necessary documentation to do
      so in a timely and professional
manner.

            


    

     

    
      	
              8.  

            	
              TULCO
      agrees to sell to SEAFARER, for $10,000.00 paid annually prior to artifact
      recovery season, the right to purchase up to twelve (12) of the
      outstanding shares of TULCO for $35,000.00 per one share. This right shall
      expire ten (10) days after $1,000,000.00 worth of artifacts have been
      recovered, starting at $0.00 as of the Contract Date
    forward.

            


    

     

    
      	
              9.  

            	
              SEAFARER
      hereby accepts responsibility of tagging and listing all artifacts
      recovered in the ship's daily logs and will provide a copy of the log
      sheets and tag inventories to a TULCO Representative at the end of each
      week. TULCO will supply SEAFARER with the artifact tags and forms for the
      daily log.

            


    

     

    
      	
              10.  

            	
              TULCO
      shall indemnify and hold SEAFARER harmless against all claims arising out
      of past or future business dealings, contracts and transactions between
      TULCO and any third party unless caused or contributed to by the actions
      or omissions of SEAFARER.

            


    

     

    
      	
              11.  

            	
              TULCO
      may at any time have its agent or divers aboard any of SEAFARER's vessels
      to observe ongoing operations. The project manager and field archaeologist
      shall also have free access to any SEAFARER vessel during any time said
      vessel is on site. When aboard any SEAFARER vessel, TULCO's agents,
      divers, or archaeologists will sign a liability
  waiver.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              12.  

            	
              At
      the end of each week SEAFARER shall turn over copies of the ship's daily
      log sheets to TULCO. TULCO shall give SEAFARER a signed receipt for all
      artifacts or items recovered by SEAFARER and turned over to TULCO. TULCO
      is responsible for all artifact cataloging, storage, cleaning, and
      conservation. TULCO is responsible for all storage of all artifacts until
      division with SEAFARER. SEAFARER has the right to participate in, observe,
      and audit TULCO’s cataloging, storage, conservation, and cleaning of items
      recovered by SEAFARER.

            


    

     

    
      	
              13.  

            	
              A
      Division Committee will be appointed with equal representation of TULCO
      and SEAFARER and, if necessary, a third party knowledgeable in shipwreck
      artifacts, agreeable to both TULCO and SEAFARER. Both PARTIES agree to
      abide by the decisions of the Division
  Committee.

            


    

     

    
      	
              14.  

            	
              TULCO
      agrees to operate in a timely manner in seeking a release from the State
      of Florida for recovered artifacts and to plan a division with SEAFARER
      within thirty (30) days of having permission from the State of Florida to
      do so. SEAFARER may attend the State division and help plan for the
      division giving advice to TULCO.  SEAFARER acknowledges that
      such a division with SEAFARER shall be subject to any requirements by the
      U.S. Federal Court and the State of Florida for an adjudication of title
      of such coins or artifacts. The PARTIES agree that a division under this
      contract may be accomplished, but that until any required adjudication of
      title is accomplished, the divided materials shall be placed in escrow
      pending such adjudication. TULCO agrees to promptly seek such adjudication
      of title as may be required.

            


    

     

    
      	
              15.  

            	
              Indemnification.

            


    

     

    
      	
              (a)        
        

            	
              SEAFARER
      agrees to indemnify and hold TULCO harmless against all claims of injury,
      negligence, death, liabilities, damage, acts, and accidents during the
      performance of the agreement caused by acts or omissions of SEAFARER or
      its agents, employees and subcontractors (other than TULCO). SEAFARER
      shall maintain at least $200,000 of liability insurance coverage against
      claims and liabilities arising out of or because of acts or omissions of
      SEAFARER in the performance of work called for in this contract and to
      provide for all coverage as required under State agreement. SEAFARER will
      supply TULCO with a copy of the insurance
  policy.

            


    

     

    
      	
              (b)        
        

            	
              Likewise,
      TULCO agrees to indemnify and hold SEAFARER harmless against all claims of
      injury, negligence, death, liabilities, damage, acts, and accidents during
      the performance of the agreement caused by acts or omissions of TULCO, its
      agents, employees and subcontractors (other than SEAFARER). SEAFARER
      agrees that TULCO is not responsible for any SEAFARER’s
      vessels.

            


    

     

    
      	
              16.  

            	
              SEAFARER
      agrees to abide by Archaeological Guidelines established by the State of
      Florida when it comes to employing and utilizing their
      archaeologist.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              (a)        
        

            	
              The
      archaeologist in charge or his assistant meeting the qualifications
      specified in paragraph 2 of the State of Florida Archaeological Guidelines
      shall be at the site at all times that work is being
      conducted.

            


    

     

    
      	
              (b)        
        

            	
              Artifacts
      will be recovered only when qualified archaeological staff is directly
      involved.

            


    

     

    
      	
              17.  

            	
              In
      the event that there is litigation or arbitration to determine a dispute
      under this agreement then the prevailing party shall recover attorneys'
      fees necessary to enforce the provisions of the Agreement. Any dispute
      arising under, or out of any breach of this agreement shall be decided by
      arbitration between the PARTIES, in accordance with the arbitration
      procedures set forth by the American Arbitration Association. SEAFARER is
      acting as an independent
contractor.

            


    

     

    
      	
              18.  

            	
              The
      PARTIES hereto agree that in construing the terms of this contract, it
      shall be construed as if prepared by an independent third
      party.

            


    

     

    
      	
              19.  

            	
              This
      agreement between the PARTIES hereto may not be canceled, modified, or
      otherwise disturbed unless said cancellation, modification, or disturbance
      is in writing, signed by both PARTIES except as provided for in paragraph
      21, below. There are no oral agreements or
  understandings.

            


    

     

    
      	
              20.  

            	
              The
      exploration rights set forth in paragraph 2, above, end on February ____,
      2008, unless SEAFARER is productively recovering artifacts (subject to
      Force Majeure exceptions as defined below), if so, SEAFARER shall receive
      an automatic one year renewal under the same terms of this agreement.
      Either party may terminate SEAFARER's exploration rights prior to the
      expiration date upon 30 days written notice to the other party, if such
      other party becomes unwilling or unable to perform its obligations
      hereunder (subject to Force Majeure exceptions as defined below).
      Termination of SEAFARER's exploration rights prior to the expiration date
      shall have no effect upon SEAFARER’S entitlement hereunder to artifacts
      recovered prior to such termination. However, in the event TULCO has any
      claim for indemnification against SEAFARER, some may be asserted by way of
      set off.

            


    

     

    
      	
              21.  

            	
              In
      the event of Force Majeure, the party being delayed shall inform the other
      party as soon as possible and shall specify the nature of the Force
      Majeure as well as the estimated duration thereof. Force Majeure shall be
      understood to mean and include damage and delay caused by acts of God,
      acts or regulations or decrees of any Government (de facto or de jure),
      criminal acts, natural phenomena, such as earthquakes and floods, or other
      causes, whether similar or dissimilar to those enumerated above,
      unforeseeable and beyond control of the PARTIES and which prevent the
      total or partial carrying out of any obligation under this
      agreement.

            


    

     

    
      	
              22.  

            	
              SEAFARER
      agrees to abide by the laws of the State of Florida and of the United
      States.

            


    

     

    
      	
              23.  

            	
              The
      provisions and duties set forth in paragraphs one (1) through twenty-two
      (22) call for performance thereof by TULCO and SEAFARER in their
      respective capacities. Further, both TULCO and SEAFARER will use their
      best efforts to accomplish the purposes contained in this contract in a
      timely manner, that they will implement and follow the guidelines and
      archaeological procedures called for in the Agreement with the State of
      Florida. Any departure from the State's Archaeological Guidelines shall be
      grounds for termination of SEAFARER’s contract rights, any provision
      herein to the contrary
notwithstanding.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              24.  

            	
              SEAFARER
      acknowledges that the performances of their duties under this contract are
      not assignable and no subcontractor of SEAFARER may perform any duties
      without prior approval of TULCO and the project
  manager.

            


    

     

    If any
term or provision of this agreement is found to be illegal and unenforceable,
the remainder of this agreement shall remain in full force and effect and such
term or provision shall be deemed stricken.

     

    IN
WITNESS WHEREOF, the PARTIES hereto have signed below in agreement.

    
 

    
      	 
      	 
      	
              TULCO
      RESOURCES, LTD.

            
	
              DATE

            	 
      	
              603
      E. Commerce Way, #11

              Jupiter,
      FL  33458

               

               

            
	
              WITNESS

            	 
      	
              JUD
      LAIRD

              MANAGING
      PARTNER

               

               

            
	
              WITNESS

            	 
      	 
      
	 	 	 
	 	 	 
	 
      	 
      	
              SEAFARER
      EXPLORATIONS, INC.

            
	
              DATE

            	 
      	 
      
	 	 	 
	 	 	 
	 	 	 
	
              WITNESS

            	 
      	 
      
	 	 	 
	 	 	 
	 	 	 
	
              WITNESS

            	 
      	 
      


    

     

     

     

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