exhibit_10-5.htm


    
      

    

    EXHIBIT 10.5

     

    

      CANCELLATION
AGREEMENT

       

      This
Voluntary Cancellation Agreement (the "Agreement") is made effective as of
December 9, 2008, by and between Sinclair Educational Archaeological Research
Expeditions, Inc. ("SeaRex, Inc."), Vanessa E. Friedman ("Friedman), and James
J. Sinclair ("Sinclair") (SeaRex, Inc., Friedman, and Sinclair herein
collectively referred to as the "Sellers"), and Seafarer Exploration, Inc. (the
"Buyer").

       

      RECITALS

       

      WHEREAS the Sellers and the
Buyer entered into a Purchase and Sale Agreement on or about July 10, 2008 (the
"Existing Agreement") pursuant to which the Sellers agreed to deliver to the
Buyer proprietary historical and archival research for the DaVinci Project (the
"Documents") in exchange for total consideration from the Buyer of two hundred
and fifty thousand dollars ($250,000); and

       

      WHEREAS the Sellers desire that the Buyer
agrees to cancel the Existing Agreement and the Buyer is willing to do so
pursuant to this Agreement.

       

      NOW, THEREFORE in
consideration of the premises and for good and other valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree as
follows:

      
        
        

      

       

      
        	
                1.

              	
                Cancellation of Existing
      Agreement. The Existing Agreement is cancelled effective as of
      December 9, 2008 (the "Effective Date") without further obligation or
      liability to either the Sellers or the Buyer. The Sellers and the Buyer
      specifically acknowledge and agree that neither party owes any
      consideration or any fees of any kind to the other party in relation to
      the Existing Agreement.

              


      

       

      
        	
                2.

              	
                No Inducement. The Buyer
      has not induced the Sellers to enter into this
  Agreement.

              


      

       

      
        
          	
                  3. 

                	
                  Previous Consideration.
      As of the Effective
Date:

                


        

      

       

      
        	
                 
      

              	
                a.

              	
                The
      Buyer has paid the Sellers $10,000 towards the purchase price of the
      Documents; and

              


      

      
        	
                 
      

              	
                b.

              	
                The
      Sellers have not delivered the Documents to the
  Buyer.

              


      

       

      
        	
                 4.

              	
                Complete Agreement. This
      Agreement contains the entire understanding between the parties to it and
      with respect to its subject matter and supersedes all prior and
      contemporaneous agreements, understandings, representations, inducements
      or conditions, express or implied, oral or written, except as set forth in
      this Agreement. This Agreement may not be modified, amended or
      supplemented other than by an agreement in writing executed by the Sellers
      and the Buyer.

              


      

       

      
        	
                 5.

              	
                Miscellaneous. This
      Agreement may be signed in counterparts, including by facsimile, and all
      counterparts together with the body of this Agreement shall constitute a
      single, integrated agreement.

              


      


      
        
          
            
              	
                       

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 6.

              	
                Legal Matters. This Agreement shall be
      interpreted under and governed by the laws of the State of
      Florida,

              


      

       

      IN WITNESS WHEREOF, the
parties have caused this Agreement to he executed on the date stated on the
first page of this Agreement in a manner appropriate for each.

       

      Sellers:

       

      /s/ Vanessa E
Friedman

      Vanessa E Friedman

      President

      SeaRex, Inc.

       

      /s/ James J.
Sinclair

      
        By: James
J. Sinclair

        Vice
President

        SeaRex, Inc.

         

        /s/ Vanessa E
Friedman

      

      Vanessa E Friedman, Personally

       

      /s/  James J.
Sinclair

      James J. Sinclair, personally

       

      Buyer:

       

      /s/ Kyle
Kennedy

      Chief Executive Officer

      Seafarer Exploration, Inc.