PUBLISHED

                        UNITED STATES COURT OF APPEALS

                            FOR THE FOURTH CIRCUIT

================================================|
R.M.S. TITANIC, INCORPORATED,
successor in interest to Titanic
Ventures, limited partnership,
          Plaintiff-Appellant,

          v.

THE WRECKED AND ABANDONED
VESSEL,  its engines,  tackle apparel,
appurtenances, cargo,  etc., located
within one (1) nautical mile of a
point located at 41o 43E 32 North
Latitude and 49o 56E 49 West
Longitude, believed to be the
R.M.S. Titanic, in rem; ROBERT C.
BLUMBERG, Attorney-Advisor, Office                                 No. 01-2227
of Oceans Affairs, United States
Department of State; OLE VARMER,
Attorney-Advisor, National Oceanic
and Atmospheric Administration,
United States Department of
Commerce; MADELEINE K. ALBRIGHT,
Secretary of State, United States
Department of State; WILLIAM M.
DALEY, Secretary of Commerce,
United States Department of
Commerce; D. JAMES BAKER,
Administrator, National Oceanic and
Atmospheric Administration, United
States Department of Commerce,
          Defendants,
================================================|

<PAGE>

================================================|
LIVERPOOL AND LONDON STEAMSHIP
PROTECTION AND INDEMNITY
ASSOCIATION, LIMITED,
          Claimant,

DEEP OCEAN EXPEDITIONS;
WILDWINGS WORLDWIDE TRAVEL;
BAKERS WORLD TRAVEL; QUARK
EXPEDITIONS, INCORPORATED; MIKE
MCDOWELL; RALPH WHITE; DON
WALSH, Ph.D.; ALFRED S. MCLAREN,

Ph.D.; CHRISTOPHER S. HAVER; R/V
AKADEMIK MSTISLAV KELDYSH;
UNITED STATES OF AMERICA;
BLACKHAWK TELEVISION,
          Parties in Interest,

JOHN A. JOSLYN,
Movant.

UNIVERSITY OF VIRGINIA APPELLATE
LITIGATION CLINIC; DAVID SHUTTLE,
          Amici Curiae.
================================================|

          Appeal from the United States District Court for the Eastern
                        District of Virginia, at Norfolk.
                        Rebecca B. Smith, District Judge;
                 J. Calvitt Clarke, Jr., Senior District Judge.
                                  (CA-93-902-N)

                           Argued: February 25, 2002

                            Decided: April 12, 2002

              Before WILKINS, NIEMEYER, and KING, Circuit Judges.

--------------------------------------------------------------------------------

Affirmed by published opinion.  Judge Niemeyer wrote the opinion, in which Judge
Wilkins and Judge King joined.

                                       2

<PAGE>


                                     COUNSEL

ARGUED: Mark Steven Davis, CARR & PORTER, L.L.C., Ports-
mouth, Virginia, for Appellant. Neal Lawrence Walters, Appellate
Litigation Clinic, UNIVERSITY OF VIRGINIA SCHOOL OF LAW,
Charlottesville, Virginia, for Amicus Curiae Clinic. ON BRIEF:
Robert C. Scaro, Jr., Mark A. Stallings, CARR & PORTER, L.L.C.,
Portsmouth, Virginia, for Appellant. Craig A. Markham, ELDERKIN,
MARTIN, KELLY & MESSINA, Erie, Pennsylvania, for Amicus
Curiae Shuttle.

--------------------------------------------------------------------------------

                                    OPINION

NIEMEYER, Circuit Judge:

     R.M.S. Titanic, Inc. ("RMST"), as  salvor-in-possession  of the sub- merged
wreck of the R.M.S.  Titanic and the artifacts  salvaged from it, challenges the
district  court's  orders of  September  26, 2001,  and October 19, 2001.  These
orders were  entered  after the court  discov- ered RMST's plans to sell some of
the artifacts and confirmed that the court's earlier orders prohibiting the sale
of artifacts  "were proper and were necessary when entered." RMST contends that,
because in 1994 it was granted absolute title to all the artifacts it retrieved,
the district court cannot now restrict its right, as owner of the artifacts,  to
sell them at its discretion.

     Finding   that   RMST's   arguments   are   grounded   on   a   fundamental
misunderstanding  of its role as  salvor-in-possession,  we reject its arguments
and affirm the orders of the district court.

                                       I

     In 1985, a joint  American-French  expedition  discovered  the wreck of the
Titanic in the North Atlantic Ocean in  international  waters.  Two years later,
Titanic  Ventures,  a limited  partnership,  explored  the  wreck,  bringing  up
approximately 1,800 artifacts.  Thereafter, it sold its interests in the salvage
operations and the artifacts to RMST.

                                       3

<PAGE>


     In 1993,  RMST  commenced  this in rem action against the Titanic to become
its salvor-in-possession.  In its complaint, RMST requested, among other things,
that, under the law of finds, it be declared "the true, sole and exclusive owner
of any items  salvaged from the wreck" or,  alternatively,  that,  under salvage
law, it be "awarded a liberal sal- vage award . . . as may be determined by this
Court." Acting under  principles of salvage law and consistent with the inchoate
lien that RMST obtained as salvor, the district court exercised in rem jurisdic-
tion and  issued a warrant  directing  the United  States  Marshal to arrest the
wreck and all artifacts already salvaged and yet to be salvaged. Simultaneously,
it ordered  that RMST be  substituted  for the Marshal as the  custodian  of the
wreck,  the wreck site, and the artifacts.  Notice of the  proceedings  was duly
published. Following a claim made by an insurance company and settlement of that
claim,  the court  approved the  settlement  and issued an order,  dated June 7,
1994, declaring RMST salvor-in-possession. In its order, the court stated:

      The Court FINDS AND ORDERS that R.M.S. Titanic, Inc.
      is the salvor-in-possession of the wreck . . . and that R.M.S.
      Titanic, Inc. is the true, sole and exclusive owner of any
      items salvaged from the wreck of the defendant vessel in the
      past and, so long as R.M.S. Titanic, Inc. remains salvor-in-
      possession, items salvaged in the future, and is entitled to all
      salvage rights . . . .

     During the course of the hearing leading to this order,  the district court
confirmed  its  understanding  that it was RMST's  "intention  to display  these
artifacts  and to try to get [its] money back out of admis- sions to the display
rather than selling them off." Counsel for RMST affirmed that  understanding and
explained  further "that the process [of] going  forward with the  exhibition of
the artifacts and not sell[ing them] continues and . . . that is the position of
the salvors in this case,  that the 1987  artifacts and the 1993  artifacts will
not be sold, but rather will be exhibited."

     Two  years   after   entry  of  the  June  1994   order   appointing   RMST
salvor-in-possession,  John A. Joslyn  filed a motion in this action  requesting
that  the   district   court   rescind   its  June  1994   order   naming   RMST
salvor-in-possession  because RMST had failed to salvage the Titanic  diligently
and lacked the financial capacity to undertake future

                                       4

<PAGE>


salvage  operations.  The district court rejected Joslyn's claims and denied his
motion.  But in doing so, it ordered RMST to make more  frequent  reports to the
court about its salvage  efforts.  R.M.S.  Titanic,  Inc. v. Wrecked & Abandoned
Vessel, the R.M.S.  Titanic, 924 F. Supp. 714, 724 (E.D. Va. 1996). In addition,
the district court entered a preliminary  injunction prohibiting Joslyn, as well
as anyone else, from visiting the site of the wreck and from  photographing  it.
R.M.S.  Titanic,  Inc. v. Wrecked & Abandoned  Vessel,  No.  2:93CV902,  1996 WL
650135 (E.D.  Va. Aug. 13, 1996).  The court reasoned that because RMST was "not
selling artifacts like traditional salvors, it must be given the rights to other
means of obtaining income." Id. at *2.

     In 1998,  when a British Virgin Islands  corporation  headquartered  on the
Isle of Man, Great Britain, began marketing to the public an expedition to visit
the Titanic wreck, which it called "Operation  Titanic," RMST filed a motion for
a more  specific  injunction  to  pre-  vent  that  corporation  as  well as its
principals and customers from vis- iting and  photographing  the wreck site. The
district court issued an expanded  injunction,  enjoining that  corporation,  as
well as its  princi-  pals  and a named  passenger,  from  visiting  a yet  more
generously  defined site in the North Atlantic and from photographing the wreck.
R.M.S. Titanic, Inc. v. Wrecked & Abandoned Vessel, 9 F. Supp. 2d 624, 626 (E.D.
Va. 1998).  The court  reasoned that because RMST was not selling the artifacts,
it needed a stream of income,  and the  exclusive  photographic  and  visitation
rights would help insure this  income.  Id. at 635-36.  We reversed  that order,
concluding  that it was beyond the power of the district court and  inconsistent
with salvage law to confer those rights:  "Neither  prohibition  is justified by
the law of salvage or allowed by the law of free  navigation  on the high seas."
R.M.S. Titanic, Inc. v. Haver, 171 F.3d 943, 970 (4th Cir. 1999). RMST maintains
that this refusal to give it exclusive  visitation and  photographic  rights has
had a  substantial  adverse  impact on its income  stream and has  impaired  its
ability to finance further salvage operations.

     RMST has  continued  to  conduct  salvage  operations  and to  display  the
artifacts  recovered in order to obtain income. In November 1999, the management
of RMST  changed,  and the new  management  articu-  lated a new  business  plan
designed "to maximize shareholder value

                                       5

<PAGE>

while still  protecting the  archeological  and historical  value of the wreck."
While the  financial  strategy of RMST's  previous  manage-  ment had focused on
generating  earnings through the exhibition of artifacts,  RMST's new management
expanded this strategic  plan to include "the possible  disposition of artifacts
to   increase    revenues"    and   thereby   to   maintain    its   status   as
salvor-in-possession.  But these plans were undeveloped, and during a hearing in
March 2000, the new pres- ident of RMST testified before the district court that
RMST had "no plans to sell any portion of the collection."

     Several  months  later,  however,  "it [came] to the attention of the court
that there ha[d] been a change in  management in R.M.S.  Titanic,  Inc. and that
there  [was] a  concern  held by some  persons  and  organizations  that  R.M.S.
Titanic,  Inc.  [was]  considering  disposal of some  artifacts  recovered."  In
response to this  information,  the  district  court issued an order sua sponte,
dated July 28, 2000,  directing RMST "not [to] sell or otherwise  dispose of any
artifacts or any object  recovered  from the wreck site and further that it must
continue to treat and preserve any such artifacts and objects recovered from the
wreck  site." In its order,  the court noted  that"[t]his  court has contin- ued
R.M.S.  Titanic, Inc. as  salvor-in-possession  of the wreck of the Titanic from
year to year on the  understanding  that R.M.S.  Titanic,  Inc.  would treat and
preserve all artifacts  recovered and would exhibit them to the public and would
not sell or dispose of any of said arti- facts."

     In its periodic report to the court several weeks later,  RMST acknowledged
the court's July 2000 order,  stating,  "RMST notes that since it had never sold
any artifacts or objects  recovered from the Titanic  without first advising the
Court (i.e. sales of coal and encum- brance of coins and currencies),  and since
it had advised  the Court  earlier in its July 5, 2000  periodic  report that it
would not cut into the wreck, the only new effect of the [July 28] order was the
prohibition on detaching any part of the wreck."  Consistent with this position,
RMST did not appeal the district court's July 2000 order prohibiting the sale or
dispersion of the artifacts.

     In April 2001, RMST sought a clarification of the July 2000 order to permit
it to sell the coal it had recovered from the wreck.  During the hearing on this
issue, RMST broached, for the first time, plans to

                                       6
<PAGE>

form a new  foundation  which might  "explore  the  acquisition  of the artifact
collections  at some time in the  future."  RMST's  counsel  explained  that the
"desire on the part of [RMST] to explore  transfer . . . raise[d] some questions
.. . . with the [July 2000] order," which had confirmed the  prohibition  against
selling any  artifacts.  On the issue of whether  selling coal -- which RMST had
already  done --  violated  the  court's  orders,  counsel  explained  that coal
recovered from the site was always treated as "organic matter, rather than arti-
facts," and that RMST had always felt free to sell coal. After the court invited
RMST to  submit a  clarifying  order  authorizing  the sale of coal,  the  court
reiterated its position about selling artifacts:

      You have to remember  now that  during the whole time that R.M.S.  Titanic
      has worked with the court,  they have always taken the position  that they
      are not going to sell any arti- facts,  that their purpose in getting them
      is to get them, pre- serve them, and put them on display.

Counsel for RMST confirmed the court's understanding,  stating, "That is exactly
what has been represented to the court. The company has never taken the position
that it wanted to sell the  artifacts."  In  accordance  with the  hearing,  the
district court signed an order dated April 30, 2001, modifying the July 28, 2000
order "to reflect the fact that the Salvor  remains free to sell or encumber any
coal that it has  recovered  or that it might  recover  in the  future  from the
TITANIC wreck site." Again,  RMST did not appeal this  modification  of the July
2000 order.

     Beginning  in July 2001,  RMST's  gently  leaked idea to form a  foundation
became  concrete,  and  RMST  submitted  a  supplemental  report  to the  court,
describing the formation of The Titanic Founda- tion, Inc. and the  Foundation's
interest in purchasing the artifacts from RMST.  Upon receiving the report,  the
district  court  issued  an  order,  again  sua  sponte,  dated  July 31,  2001,
reiterating  that  RMST  could  not  "convey  in any  manner  any of the  R.M.S.
Titanic's arti- facts" until the court had held a full hearing.

     That  hearing was held on  September  24,  2001.  The court then learned in
detail  about  the  formation  of The  Titanic  Foundation  and  noted  that the
principals of RMST and The Titanic Foundation were

                                       7

<PAGE>


the same people,  observing "so it is really a one man show; is that not right?"
The court noted that this might create irreconcilable conflicts of interest with
respect to the  principals'  duties to both the  public  cor-  poration  and the
nonprofit  foundation.  Counsel for RMST explained that the foundation  would be
able to solicit  charitable  contributions  which then could be used to purchase
the  artifacts.  Counsel  justified  the need for the  foundation in part by our
decision in Haver,  in which we denied RMST  exclusive  rights to visit the site
and to photograph the wreck. 171 F.3d at 971. At the hearing, the district court
did not reject the notion that the  collection of artifacts as a whole -- rather
than  piecemeal  -- could  possibly  be sold  pursuant  to an  acceptable  plan,
approved by the court.  But counsel  then  explained a practical  difficulty  in
having to obtain the court's  approval of any such  transfer  of  artifacts.  As
counsel  explained,  approval  "puts the company in a very  awkward  position in
dealing with those who want to acquire col- lections, in that you have to say to
them,  well, do your due diligence,  you go out and get your  appraisal,  you do
everything else that you have to do, and then we as a company will do the things
that we have to do. . . . So it requires  opinions,  various things that have to
be done for due diligence,  and then to the potential acquirer,  we will come to
the  court  and ask for  approval  of  that."  After  the  court  explained  the
difficulty in foregoing  approval,  it stated  that,"[t]here  is no sense in the
court or your taking the time to decide some abstract question.  If you have got
some sort of an agreement or deal worked out, submit that to the court,  and the
court  will say  whether or not it  approves  it."  Following  the  hearing  and
apparently out of concern over the possi- bility that  artifacts  might be sold,
the district court entered another order, dated September 26, 2001, stating:

      The Court FINDS after the  September  24, 2001  hearing  that its previous
      Orders  entered in this case,  designed  to  prevent  sales of  individual
      artifacts recovered from the Wreck of R.M.S. Titanic, were proper and were
      necessary when entered.

Two weeks later, RMST appealed that order. And after RMST appealed the September
26 order,  the district  court  entered  another  order dated  October 19, 2001,
amending the September 26 order, essentially explaining its position, as well as
earlier orders. In its explanation, the court indicated that it first learned in
April 2001 of

                                       8
<PAGE>


the  possibility  that RMST might convey the  collection  and  recognized  "that
circumstances  change and it becomes  necessary to change plans and approaches."
The court invited further motions on the disposition of artifacts. RMST appealed
this October 19, 2001 order as well.

     Because there was no party in opposition to represent the district  court's
position,  this court asked the University of Virginia School of Law's Appellate
Litigation  Clinic to file an amicus brief to serve as the answering  brief. The
clinic did so ably,  and we have  considered  the arguments of both RMST and its
counsel as well as counsel from the clinic.

                                      II

     The  amicus   appropriately   raises  the   question  of  whether  we  have
jurisdiction  to review the  September 26 and October 19, 2001 orders.  RMST has
asserted  jurisdiction  under 28 U.S.C.  S 1292(a)(1)  (autho- rizing appeals of
interlocutory orders "granting,  continuing, modify- ing, refusing or dissolving
injunctions,  or refusing to dissolve or modify  injunctions")  and 28 U.S.C.  S
1292(a)(3) (authorizing appeals of interlocutory decrees "determining the rights
and liabilities of the parties to admiralty cases").

     The amicus argues that RMST cannot appeal under S 1292(a)(1)  because:  (1)
RMST consented  earlier to the same order of July 28, 2000, see Haitian  Refugee
Ctr.  v.  Civiletti,  614 F.2d 92, 93 (5th Cir.  1980);  (2) no factual or legal
change has occurred to justify  appealing an ongoing  injunction  which RMST did
not earlier appeal, see SEC v. Suter, 832 F.2d 988, 990 (7th Cir. 1987); and (3)
the district  court left open  alternative  avenues of relief,  inviting RMST to
submit  a for-  mal  motion  for  approval  of any new  deal.  Also  challenging
jurisdic-  tion under S  1292(a)(3),  the amicus  argues that  Congress  limited
interlocutory review in admiralty cases to interlocutory  decrees that determine
rights and  liabilities,  and it did not grant a right to appeal  every  interim
order.  See Pickle v. Char Lee  Seafood,  Inc.,  174 F.3d 444, 448 n.1 (4th Cir.
1999); Evergreen Int'l (USA) Corp. v. Standard Warehouse,  33 F.3d 420, 425 (4th
Cir. 1994).

     We  agree  with  the  amicus  that  if  RMST is  appealing  orders  under S
1292(a)(1) that simply clarify or interpret earlier orders that it failed

                                       9
<PAGE>


to appeal,  its appeal  rights  would be  forfeited by its failure to appeal the
earlier orders.  See, e.g., Major v. Orthopedic  Equip. Co., 561 F.2d 1112, 1115
(4th  Cir.  1977)  (holding  that  court  lacked  jurisdiction  on  appeal  from
injunction  because  the order was  "simply an  interpreta-  tion" of an earlier
order).  This  principle  is based on the notion that the more  recent  appealed
orders add nothing in substance to earlier orders left unappealed.  If either of
the appealed  orders,  on the other hand,  modifies the  substance of an earlier
order or extends its duration,  the new order is appealable  under S 1292(a)(1).
See, e.g.,  Pickle,  174 F.3d at 448 (finding  appealable an order that denied a
party's request for  modification of an injunction);  Sierra Club v. Marsh,  907
F.2d 210,  213-14 (1st Cir. 1990) (noting that an order that extends or prolongs
the restraint  imposed by an earlier  order is  appealable).  Similarly,  if the
factual and legal  circumstances  applicable  to an earlier  order  change,  the
substantive  effect of a restated  injunction may cause it to become appealable.
See, e.g., Suter, 832 F.2d at 990 (suggesting that "changes in fact of law since
[the injunction's] entry" may justify an appeal).

     The question of  jurisdiction  in this case is a close one which RMST could
have made  easier by filing in the  district  court a motion to vacate or modify
the July 28, 2000 injunction, based on the new fac- tual developments.  Although
RMST filed no such motion,  it advances a persuasive  argument that the periodic
reports and hearings prior to the orders  appealed in this case provide  support
for a position  that the  circumstances  had  changed and that,  therefore,  the
September  26 and  October  19,  2001  orders,  which  were  aimed  at  the  new
circumstances, had a new substantive effect.

     As RMST  accurately  points out, the April 2001 periodic  report  indicated
that two organizations  had expressed  interest in purchasing some or all of the
Titanic  artifacts,  The Titanic  Foundation  and the Museums and  Galleries  of
Northern Ireland.  To acquire information about the possible  arrangements,  the
court conducted a hearing on September 24, 2001, where witnesses testified about
the  details of a  potential  artifact  sale to those  entities.  After  hearing
testimony about these new developments,  the district court, sua sponte,  issued
the Sep- tember 26 and October 19, 2001 orders from which RMST appealed.

     RMST  suggests  that not only did the  September  26 and  October  19, 2001
orders focus on the new developments, but in substance they

                                      10
<PAGE>

also extended the scope of the earlier injunctions to cover new cir- cumstances.
It argues that the  district  court itself  observed  that the court had earlier
only prohibited the sale of individual artifacts but had never enjoined the sale
of the artifacts as a  collection.  With its September 26 and October 19 orders,
the court was enjoining any sale of the artifacts "as a group."

     We believe that the new  developments  that  preceded the  September 26 and
October 19 orders were  sufficiently  material as to justify RMST's challenge to
the renewed  injunctions  entered  following  the hearing on September 24, 2001.
While the court may not have explic- itly expanded its earlier  injunctions,  it
acknowledged  that the earlier  injunctions  were  "designed to prevent sales of
individual  artifacts" and that it would consider a modification  of them if the
modification was "designed to keep the recovered and  to-be-recovered  artifacts
together as a group." The court also  acknowledged  that "circum- stances change
and it becomes necessary to change plans and approaches."

     Moreover,  this case presents the rare  circumstance  that might ren- der a
later review of these  interlocutory  orders impossible.  It is unclear how long
the in rem action  will  continue  because it is unclear how long  salvage  will
continue.  It could be years  depending on RMST's  capacity,  will, and diligent
performance  of  salvage  services.   Because  no  final  termination  of  these
proceedings  is  currently  in sight,  RMST  could be left  without a remedy for
challenging the two orders entered in light of the new developments.

     Accordingly,  in the peculiar  circumstances before us, we conclude that we
have jurisdiction under 28 U.S.C. S 1292(a)(1).  We need not,  therefore,  reach
the question of whether this case presents a decree appealable under 28 U.S.C. S
1292(a)(3).

                                      III

     On the merits,  RMST,  relying  heavily on language taken from the district
court's June 7, 1994 order  appointing RMST salvor-in-  possession,  directs our
focus to the district court's  declaration in that order that RMST "is the true,
sole and exclusive  owner of any items  salvaged from the wreck of the defendant
vessel in the past and, so

                                      11
<PAGE>


long as [RMST] remains  salvor-in-possession,  items salvaged in the future, and
is entitled to all salvage rights."  (Emphasis added).  RMST maintains that, for
several reasons, this language confirms that it became the absolute owner of the
artifacts,  free  and  clear,  as they  were  retrieved  from the  Titanic  and,
therefore,  that  it is  entitled  to sell  them,  notwithstanding  its  earlier
expressions to the court of an intent not to sell them.

     Specifically,  RMST  argues  first  that there  were no  "contingencies  or
exceptions" to the district  court's "in specie" award.  Second,  RMST maintains
that the  maritime  law  "does  not  permit a  District  Court  to  impose  such
restrictions on disposition of artifacts,  awarded in specie, for some perceived
public benefit.  These  restrictions  equate to a `taking' of private property."
Third, RMST asserts that the district court had no justification for "converting
statements  by RMST  regarding a business plan into a binding  restriction  upon
disposition of items recovered from the wreck."  Fourth,  RMST observes that the
district  court  speaks only  through its orders and not through its opin- ions,
whether oral or written,  and its June 1994 order  contains no  restrictions  on
disposition.  Fifth,  RMST  argues that the  doctrine  of  judicial  estoppel is
inapplicable to its statements of intent about not selling the artifacts because
it never made misleading statements to the court in order to obtain any benefit.
And  finally,   RMST   contends   that  the   restrictions   are   substantively
"inappropriate"  in view of the public policy behind  salvage law,  arguing that
the restrictions  against resale of the artifacts actually inhibit incentives to
perform salvage operations and that RMST, as a publicly traded company,  "has an
obligation to maximize shareholder value," which should be consid- ered. Indeed,
the adverse effects of the district  court's orders on the continuing  financial
viability  of RMST  runs  throughout  RMST's  arguments  that  the  court  acted
illegally and inappropriately.

     Before addressing RMST's specific  arguments,  it is necessary to set forth
the  relevant  fundamental  principles  of  salvage  law  and to  recognize  the
significance of this case as an in rem proceeding insti- tuted under the salvage
law to enforce RMST's inchoate lien for a sal- vage reward.

                                       A

     A salvor in admiralty is one who voluntarily saves life or property at sea.
Because of the dangers of the sea and the mutual interest of

                                      12

<PAGE>


seamen and seafaring  nations to traverse the sea  notwithstanding  its dangers,
the law of admiralty  for almost 3,000 years has  uniformly  held that those who
voluntarily  come to the  assistance  of fellow sea- men in distress and perform
salvage are  entitled to be  rewarded.  Haver,  171 F.3d at 962;  see  generally
Martin J.  Norris,  3A Benedict on Admiralty  SS 5-13 (7th ed.  1998).  As Chief
Justice  Marshall  elo-  quently  explained,  this is a policy for  seamen,  not
landlubbers:

      If the property of an individual on land be exposed to the greatest peril,
      and be  saved  by the  voluntary  exertions  of any  person  whatever;  if
      valuable goods be rescued from a house in flames,  at the imminent  hazard
      of life by the salvor, no remuneration in the shape of salvage is allowed.
      The act is  highly  meritorious,  and the  service  is as great as if ren-
      dered at sea. Yet the claim for salvage could not, perhaps,  be supported.
      It is certainly not made. Let precisely the same service, at precisely the
      same  hazard,  be rendered at sea, and a very ample award will be bestowed
      in the courts of justice.

Mason v. The Ship  Blaireau,  6 U.S.  (2  Cranch)  240,  266  (1804).  By saving
property at sea, salvors do not become the property's owner;  rather,  they save
it for the  owners and become  entitled  to a reward  from the owner or from his
property. Haver, 171 F.3d at 963; The Amethyst, 1 F. Cas. 762, 764 (D. Me. 1840)
(No.  330)  (stating  that a salvor  stands as a  "voluntary  agent" and thus is
"bound to act for the  interest  of the owner as well as his  own").  The reward
provides an incentive for rendering  salvage service at sea, and courts of admi-
ralty have long enforced claims to this award against  owners.  Mason, 6 U.S. (2
Cranch) at 266 (allowing "a very ample  compensation  for those  services,  (one
very much exceeding the mere risk encountered,  and labour employed in effecting
them)"). As one court early explained:

      Salvage,  it is true,  is not a  question  of  compensation  pro  opera et
      labore.  It rises to a higher  dignity.  It takes  its  source in a deeper
      policy.  It combines with private merit and individual  sacrifices  larger
      considerations  of the  public  good,  of  commercial  liberality,  and of
      international justice. It offers, a premium, by way of honorary award, for
      prompt and ready assistance to human sufferings; for a bold and

                                      13

<PAGE>


      fearless  intrepidity;  and for that  affecting  chivalry,  which  forgets
      itself in an anxiety to save property, as well as life.

The Henry Ewbank, 11 F. Cas. 1166, 1170 (D. Mass. 1833) (No.
6,376).

     The  principal  method  of  enforcing  a  salvor's  award  is  through  the
recognition of a salvor's lien in the property saved. The Sabine,  101 U.S. 384,
386 (1879) (explaining that a salvage lien "ordinarily  affords the best mode of
securing  the payment of [a salvor's]  claims");  Haver,  171 F.3d at 963.  This
maritime lien arises from the moment salvage service is performed, United States
v. ZP Chandon,  889 F.2d 233, 237 (9th Cir. 1989),  and, as with any other lien,
secures the payment of the as-yet-to-be-determined salvage award. Such liens are
a temporary  encumbrance of the property saved,  lasting only until payment of a
salvage award can be made. The Everosa, 93 F.2d 732, 735 (1st Cir. 1937).

     Although there are substantive  differences between maritime and common law
liens, see generally Grant Gilmore & Charles Black,  Jr., The Law of Admiralty S
9.1 - 9.2 (2d ed. 1975),  the maritime  lien  enforcement  process -- i.e.,  the
execution of the lien -- parrots the lien foreclosure  process in civil law. The
process  begins when the sal- vor  commences an in rem  proceeding  in admiralty
against the prop- erty.  Fed. R. Civ. P., Supp.  R. C(1)(a)  (stating that "[a]n
action in rem may be brought . . . [t]o  enforce any maritime  lien");  see also
Haver, 171 F.3d at 963;  Treasure  Salvors,  Inc. v. The Unidentified  Wrecked &
Abandoned  Sailing Vessel,  640 F.2d 560, 567 (5th Cir.  1981).  The salvor must
provide notice of the in rem  proceeding to the owner,  other  lienholders,  and
potential  claimants to the property.  Fed. R. Civ. P., Supp. R. C(4) (requiring
public  notice of the action and arrest if the  property  has not been  released
under Rule E).

     If the owner appears and pays the salvage reward  determined by the court,*
the lien is discharged and the owner takes the property
--------------------------------------------------------------------------------
     *In determining the appropriate award, courts generally rely on the six
factors set out in The Blackwall, 77 U.S. (10 Wall.) 1, 14 (1869):

      (1.) The labor expended by the salvors in rendering the salvage
      service. (2.) The promptitude, skill, and energy displayed in ren-

                                      14

<PAGE>

clear of the salvage lien.  Cf.  Ferrous  Financial  Servs.  Co. v. O/S Arc- tic
Producer,  567 F. Supp. 400, 401 (W.D. Wash. 1983) (permitting  judicial sale to
go forward  because  owner was in default  and could not obtain  bond to release
arrested ship).  On the other hand, if the owner does not appear,  then the case
continues as an in rem action,  and the court  determines  the award,  sells the
property,  and,  from the proceeds,  pays the salvor.  Fed. R. Civ. P., Supp. R.
E(9)(c).  Any remainder from the sale is remitted to the owner.  If the owner is
no longer  living,  the court  presumably  pays the excess to the owner's heirs,
and, if there are no heirs, to the state according to its escheat law.

     If the sale of the  salvaged  property  yields too  little to  satisfy  the
salvor's  lien  for a  reward,  then  all of the  proceeds  from the sale of the
salvaged property are paid to the salvor.  Courts have held that an award cannot
exceed the value of the property itself.  Even if it does,  though, in an in rem
proceeding,  there certainly cannot be a defi- ciency judgment against the owner
because the action is against the property and any judgment therefore is limited
to the value of the property. See Allseas Maritime, S.A. v. M/V Mimosa, 812 F.2d
243, 246 (5th Cir.  1987) ("The salvage award is therefore  limited by the value
of the  property  saved  after all of the  appropriate  factors  are taken  into
account"); Lambros Seaplane Base, Inc. v. The Batory, 215 F.2d 228, 237 (2d Cir.
1954) (concluding that where owner did not appear to claim a salvaged  seaplane,
the owner could not be held per- sonally  liable to the  salvor).  If it becomes
apparent to the court that the proceeds of any sale would  clearly be inadequate
to pay the  salvor  its  full  reward,  then the  court  might,  as a matter  of
discretion,  award the salvor  title to the  property in lieu of the proceeds of
sale,  thus sav- ing the costs of sale. The salvor does not have a direct right,
however, to title in the property. See Platoro Ltd. v. Unidentified Remains, 695
F.2d 893, 903-04 (5th Cir. 1983) ("We cannot find a case where the salvage award
was expressed in terms of the res rather than in dol-
--------------------------------------------------------------------------------
      dering the service and saving the property. (3.) The value of the
      property employed by the salvors in rendering the service, and
      the danger to which such property was exposed. (4.) The risk
      incurred by the salvors in securing the property from the impend-
      ing peril. (5.) The value of the property saved. (6.) The degree
      of danger from which the property was rescued.

                                      15

<PAGE>

lars");  Chance v. Certain  Artifacts Found & Salvaged from The Nash- ville, 606
F. Supp. 801, 808 (S.D. Ga. 1984) (declining "to accept the in specie award as a
valid award in a salvage action"),  aff'd 775 F.2d 302 (11th Cir. 1985). Rather,
the  salvor  has only a lien on the prop- erty  which  may,  upon  execution  or
foreclosure  and in the  discretion  of the court,  be  satisfied by the court's
conveying  title to the salvor after the court  determines  that the appropriate
amount of award can- not be satisfied by a sale of the property. Haver, 171 F.3d
at 966.

     Thus,  hypothetically,  if RMST were to recover an  artifact  valued at $50
million (we know, for instance,  that paintings have at times sold for more) and
the court were to determine that the  appropriate  salvage award was $5 million,
the court  could not give the  property to RMST in  satisfaction  of its salvage
lien because the lien exists only to the extent of $5 million. The court instead
would have to sell the property and remit to RMST $5 million from the  proceeds.
On the other hand,  if RMST were to recover an artifact  valued at $2 million (a
historic  vase,  for example) and the court were to determine,  again,  that the
appropriate  salvage award was $5 million, a sale would be useless. In lieu of a
sale to foreclose the salvage  lien,  the court could simply convey title in the
$2 million  vase to RMST,  essentially  pro- viding RMST what is  analogous to a
"deed in lieu of foreclosure."

     Once the lien is executed and the salvor as lienholder is paid its
reward, whether in money or in kind, the reward becomes the prop-
erty of the salvor to do with what it wants. Point Landing Inc. v. Ala-
bama Dry Dock & Shipbuilding Co., 261 F.2d 861, 866 (5th Cir.
1958) ("The [judicial] sale cuts off the rights of all non-parties. The
title from the marshal is good against the world.").

     It is critical to note that under  salvage law, the salvor  receives a lien
in the property,  not title to the  property,  and as long as the case remains a
salvage case, the  lienholder  cannot assert a right to title even though he may
end up with title  following  execution or foreclo- sure of the lien. See, e.g.,
The Akaba v. Burg,  54 F. 197, 200 (4th Cir.  1893) ("When  articles are lost at
sea the  title  of the  owner  in them  remains");  see  also  Adams  v.  Unione
Mediterranea di Sicurta,  220 F.3d 659, 670-71 (5th Cir. 2000)  (explaining that
the owner of the sal- vaged goods "does not lose title even though the  property
may become the subject of salvage services," because, through the lien, the

                                      16

<PAGE>


salvor  obtains only a "right of  possession" in the property and not "ownership
or title  to the  salved  property")  (quoting  Benedict  on  Admiralty  S 150);
Treasure  Salvors,  640 F.2d at 567  ("Although  the law of  salvage  grants the
salvor a right to possession  of the property,  the salvage of a vessel or goods
at sea,  even when the goods have been  abandoned,  does not divest the original
owner of title or grant ownership  rights to the salvor");  Continental Ins. Co.
v. The Clayton Hardtop Skiff,  367 F.2d 230, 236 (3d Cir. 1966) ("The salvor has
the right to salvage but he does not achieve  ownership of the vessel by salving
it");  Chance,  606 F.  Supp.  at 804  (stating  that  "even  though a vessel is
abandoned  without  the hope of  recovery  or  return,  the title of the  vessel
remains in her owner" and "[t]he salvor of property has a right to an award or a
lien  against  the  property"),  aff'd 775 F.2d 302 (11th Cir.  1985);  Hener v.
United States,  525 F. Supp. 350, 357 (S.D.N.Y.  1981)  (explaining that salvage
law grants the salvor "only a superior right of possession, and not title, until
a court has passed on title and the salvage fee"  (citing The Alaska,  54 F. 197
(4th Cir.  1893));  The Port  Hunter,  6 F. Supp.  1009,  1011 (D.  Mass.  1934)
(stating the salvors have a claim  "paramount  to all others" and the control to
enforce  the  claim,  "[b]ut  `their  interest  in the goods  did not  amount to
ownership.  . . . Th[e] right is merely a lien, a right to retain the goods till
the  salvage be paid'")  (quoting  Whitwell  v.  Wells,  24 Pick  (Mass.) 25, 30
(1834)); The Carl Schurz, 5 F. Cas. 84, 86 (W.D. Tenn. 1879) (No. 2414) (stating
that the salvor "is, to all intents and purposes, a joint owner" of the property
along with the original owner);  The Amethyst,  1 F. Cas. at 763 ("The finder of
property,  left  derelict at sea,  does not acquire the dominion or the absolute
property in what is found.  He acquires  the right of  possession  only,  with a
title to a reasonable reward for his services").

     This principle, while firm in the salvage law, does not mean that a salvage
case could not be converted into a finds case. See Platoro Ltd., 695 F.2d at 904
(noting that  salvage  awards can be made by award of title to the res under the
law of finds);  Treasure  Salvors,  Inc.  v.  Unidentified  Wrecked &  Abandoned
Sailing Vessel,  569 F.2d 330, 336-37 (5th Cir. 1978) (recognizing that title to
lost ships can be divested  from the owner under the law of finds).  Under finds
law, "title to abandoned  property vests in the person who reduces that property
to his or her  possession."  Id. at 337.  Before  such a  conver-  sion is made,
however, the prerequisites for divesting title under the

                                      17

<PAGE>


law of finds must be satisfied. See, e.g.,  Columbus-America  Discovery Group v.
Atl. Mut. Ins. Co., 974 F.2d 450,  464-65 (4th Cir. 1992)  (requiring  clear and
convincing evidence of abandonment before the law of finds is applied).

     Turning to the specifics in the case before us, RMST,  as salvor,  obtained
an  inchoate  lien  in the  artifacts  upon  performing  salvage  ser-  vice  in
connection with the Titanic, and it became entitled to enforce that lien through
the in rem  proceeding  which is now pending before the district  court.  It did
not, however, obtain a lien in any property that it merely discovered; discovery
alone  does not  amount to  salvage  service,  although  it can lead to  salvage
service.  The Sabine,  101 U.S. 384, 384 (1879) (setting out three  requirements
for a  salvage  award:  existence  of a marine  peril,  voluntary  action by the
salvor,  and suc- cessful  salvage).  When RMST performed  salvage service,  the
district court exercised  "constructive"  in rem jurisdiction over the wreck and
declared RMST the sole  salvor-in-possession  of the Titanic. Haver, 171 F.3d at
967. And through that order,  the court gave RMST the exclusive right to salvage
artifacts  from the Titanic and to obtain a reward  through  enforcement  of its
salvor's lien in the artifacts.  If and when RMST abandons its role as salvor or
the court  dispossesses  RMST of that role, the unsalvaged  wreck will remain as
any other  unsalvaged wreck at the bottom of the sea, subject to salvage service
by others.

     Many of these basic principles of salvage and lien law have been overlooked
by RMST in its arguments.  In addition to claiming  title as a  lien-holder,  it
has, for example,  also  extensively  argued that the district court should have
taken into account RMST's financial viabil- ity. But this issue has no relevance
to whether RMST is entitled to enforce its salvage  lien  against the  artifacts
that it salvaged. When RMST voluntarily salvaged property -- even with profit in
mind -- it became entitled only to a  yet-to-be-determined  reward,  enforceable
against the property.  The Camanche, 75 U.S. (8 Wall.) 448, 475 (1869) (allowing
recovery even by those salvors  "whose  business it is to be always ready and at
command  whenever  assistance is required");  B.V.  Bureau  Wijsmuller v. United
States,  702 F.2d 333, 339 (2d Cir.  1983).  RMST is not entitled to a guarantee
that it remain in  business  as a viable  company to conduct  salvage  services.
Surely if RMST abandoned its efforts, others would take over. In this case,

                                      18

<PAGE>


other potential salvors have unsuccessfully  petitioned the district court to do
exactly that. See R.M.S.  Titanic,  Inc. v. Wrecked & Aban- doned Vessel, 924 F.
Supp. 714 (E.D. Va. 1996) (rejecting claim of potential salvor to rescind RMST's
salvor-in-possession  rights). And if no others were to do so, then the wreck of
the  Titanic  would lie uns-  alvaged as it did for the first 75 years  after it
sank.

     With these  important  principles  in hand,  we now turn to address  RMST's
specific arguments ad seriatim.

                                       B

     The first and most fundamental  issue raised by RMST is the mean- ing to be
given to the district court's June 7, 1994 order. Resting on its contention that
this order gave RMST full,  unrestricted title to the salvaged  artifacts,  RMST
argues as a matter of property law that the court  cannot now reverse  itself to
impose restrictions on the disposi- tion of the artifacts which belong to RMST.

     First, it must be pointed out that the June 1994 order,  drafted by counsel
for RMST, is inherently ambiguous, repeating the language of RMST's complaint in
which it appears that RMST sought both absolute  title in the artifacts  through
the law of finds and salvage  rights  through the law of salvage.  Because  RMST
pursued  only sal- vage rights and the court only  declared  it a salvor,  not a
finder,  any  suggestion  that it obtained  title to the wreck of the Titanic is
mis-  placed.  Yet, the order  submitted  to give RMST salvage  rights uses both
salvage language and finds language. It says:

      The court FINDS AND ORDERS that R.M.S. Titanic, Inc.
      is the salvor-in-possession of the wreck and wreck site of
      the R.M.S. Titanic, including without limitation the hull,
      machinery, engine, tackle, apparel, appurtenances, contents
      and cargo, and that R.M.S. Titanic, Inc. is the true, sole and
      exclusive owner of any items salvaged from the wreck of
      the defendant vessel in the past and, so long as R.M.S.
      Titanic, Inc. remains salvor in possession, items salvaged in
      the future, and is entitled to all salvage rights, and that
      default judgment is entered against all potential claimants
      who have not yet filed claims and such claims are therefore

                                      19

<PAGE>


      barred and precluded so long as R.M.S. Titanic, Inc. remains
      salvor in possession, and the Court accordingly enters judg-
      ment in favor of R.M.S. Titanic, Inc.

Just as this order gives property rights, it also takes them away. It appears to
give  ownership of the artifacts to RMST -- declaring  RMST the "true,  sole and
exclusive  owner" -- but then in the same sentence states that RMST "is entitled
to all salvage rights" as long as it maintains its role as salvor.  Indeed,  the
lead-in to the same sen- tence also states that RMST is the salvor-in-possession
-- not the  finder -- of the wreck and the  wreck  site.  Because  the court was
clearly  applying  the law of  salvage  and not the law of finds,  it could only
convey possession, not title. Haver, 171 F.3d at 961-62.

     Moreover,  contemporaneously with entry of the June 1994 order, the parties
expressed  their  unequivocal  intent that  RMST's  role be that of salvor,  not
finder.  And RMST has never argued that the Titanic had been  abandoned and that
it was entitled to full title to the entire ship and the  artifacts  from it, as
would be required if this case progressed  under the law of finds.  See Fairport
Int'l Exploration, Inc. v. Shipwrecked Vessel, 177 F.3d 491, 498 (6th Cir. 1999)
(explaining  that under law of finds,  claimant  must show that the property has
been  abandoned  and that courts apply a  presumption  against  abandon-  ment);
Columbus-America,  974 F.2d at 461, 464-65 (explaining that, in maritime law, "a
strong  actus  element  [is]   required  to  prove  the  necessary   intent"  of
abandonment,  such as express  declaration aban- doning title).  RMST's position
that it was only the salvor is consistent with admiralty law's strong preference
for recognizing persons who discover wrecks as salvors rather than finders.  See
Haver, 171 F.3d at 961; Columbus-America, 974 F.2d at 464 (explaining that "when
sunken  ships or their cargo are  rescued  from the bottom of the ocean by those
other than the owners,  courts favor  applying the law of sal- vage over the law
of finds").

     Also  contemporaneous  with the entry of the June 1994 order,  the district
court and RMST understood the order's language to give RMST exclusive possession
of the  artifacts  to permit RMST to earn money  through the  exhibition  of the
artifacts as an interim  advance to fund  further  salvage  efforts.  But it was
clear that RMST was not authorized to sell the artifacts.  At the hearing before
entry of the June

                                      20
<PAGE>


1994  order,  the  court  sought  reconfirmation  from  RMST that it had in fact
advised the court of its  "intention to display  these  artifacts and to try and
get [its] money back out of admissions  to the display  rather than selling them
off. Is that still the intention of the Titanic people?" Counsel for RMST stated
unequivocally,  "Yes,  sir,  Your  Honor." Co-  counsel for RMST then  explained
further "that the 1987  artifacts and the 1993  artifacts  will not be sold, but
rather will be exhibited."

     But of overarching importance to the party's contemporaneous  understanding
of the June 1994 order was the nature and status of the court proceedings.  RMST
had filed an in rem action  against the Titanic to enforce its salvage lien. The
fact that no  claimants  appeared  -- other  than an  insurance  company,  which
settled -- does not mean that RMST's lien in the artifacts  automatically became
converted  to title to the  artifacts.  RMST must  first  complete  the  salvage
service  that it intends to perform  and have its reward  determined,  unless it
intends to seek periodic awards. Only after its reward is determined can it seek
to enforce the lien against the artifacts themselves.

     Yet  none  of  these  necessary  steps  had  taken  place  as of  1994.  No
determination  of a reward had been made;  no one had  submitted an appraisal of
the  artifacts  or  testified  that  sale  of the  artifacts  would  produce  an
inadequate sum to satisfy the lien. The determination of the reward itself is an
involved process that encompasses evaluation of the salvage services in light of
the Blackwall factors.  See, e.g.,  Margate Shipping Co. v. M/V JA Orgeron,  143
F.3d 976,  984-85 (5th Cir.  1998)  (describing  the  extensive  district  court
process of evaluat-  ing  Blackwall  factors).  Thus,  at the early stage of the
proceedings in 1994,  the court could only have given RMST exclusive  possession
of the artifacts pending further necessary proceedings.

     But even if this  understanding  was not apparent to RMST, the court's July
28, 2000 order made it apparent.  That order, confirming what the court believed
about its June 1994 order,  categorically  pro- hibited the sale of artifacts as
follows:

      This court has continued RMS TITANIC, Inc. as salvor in
      possession of the wreck of the TITANIC from year to year
      on the understanding that RMS TITANIC, Inc. would treat
      and preserve all artifacts recovered and would exhibit them

                                      21
<PAGE>


      to the public and would not sell or dispose of any of said
      artifacts. . . .

      It has come to the  attention of the court that there has been a change of
      management  in RMS TITANIC,  Inc. and that there is a concern held by some
      persons and organizations that RMS TITANIC,  Inc. is considering  disposal
      of some of the artifacts recovered. . . .

      It is ORDERED that RMS TITANIC,  Inc. and any of its employees,  agents or
      subcontractors may not sell or other- wise dispose of any artifacts or any
      object  recovered  from the TITANIC  wreck site and  further  that it must
      continue to treat and  preserve any such  artifacts  or objects  recovered
      from the wreck site.

No one  suggests  that this July 2000 order did not  unequivocally  restate that
RMST was still the  appointed  salvor and confirm that it was not  authorized to
"sell or dispose of any of said  artifacts."  More- over,  when,  in April 2001,
RMST proposed an amendment to the July 2000 order to permit the sale of coal, an
amendment to which the court agreed, RMST agreed with the court's interpretation
of its June 1994 order.  During the  hearing  that led to entry of the April 30,
2001 order  permitting  the sale of coal,  the court also  stated that "[i]t had
earlier in 1994 issued an order awarding R.M.S.  Titanic  salvor-in-  possession
status,  and that was based in part upon the  understanding,  I believe,  of the
court that the company intended to conserve and exhibit artifacts recovered from
the wreck site."

     Moreover,  RMST  never  took  issue  with the  court's  clarifications  and
interpretations  of the June 1994  order  made in the July  2000 and April  2001
orders.  It did not appeal either order.  Any question  about what the June 1994
order meant, therefore,  was answered by the court's unappealed July 2000 order,
as restated in the court's April 2001 order.  Now, some 18 months after entry of
the July 2000  order,  RMST is simply not free to reargue  that  order,  nor the
April 2001 order.

     In  sum,  while  the  language  of  the  June  1994  order  declaring  RMST
salvor-in-possession may have been ambiguous with respect to own-

                                      22
<PAGE>



ership of the artifacts, the contemporaneous understanding between the court and
RMST at least put in doubt any claim to absolute own- ership.  More importantly,
the court could not  legally  have  awarded  title to the  artifacts  to enforce
RMST's  salvage  lien until the amount of the lien was  decided and the value of
the artifacts determined or evidence taken that the sale would produce less than
the amount of the lien. As everyone  understood,  these  determinations  had not
been made. Finally, the court construed its June 1994 order by its July 2000 and
April 2001 orders,  interpretations  with which RMST agreed and which it did not
appeal.  Accordingly,  we will not now permit  RMST to take a few words from the
June 1994 order out of their  context -- both the  context of that order and the
context of the legal  proceedings -- to claim that it was granted absolute title
to the artifacts at that time.

                                       C

     The remaining  arguments do not require much discussion because they depend
on RMST's  reading  of the June 1994  order as giving it  absolute  title to the
artifacts as they were removed from the Titanic.

     RMST's  position  that once it was awarded the  artifacts  "in specie," the
district court was not free to restrict the  disposition of the property and any
such  restriction  amounted to a "taking of private  property"  may be a tenable
position.  But as  pointed  out  above,  the  district  court did not award RMST
absolute  title in the property,  nor could it have in the  circumstances.  As a
condition  to such an  award  in a  salvage  proceeding,  it  would  have had to
complete  execution or foreclosure of RMST's salvor's lien.  Indeed,  the reward
secured by the  salvor's  lien had not yet been  determined.  Accordingly,  this
argument, while probably correct as an abstract statement, is irrelevant to what
occurred in these proceedings.

     Similarly,  RMST  may  have a valid  point  when  it  asserts  that  RMST's
expression of business  plans cannot be converted to restric-  tions on property
awarded to it as its reward.  But again, this position is irrelevant  because it
assumes incorrectly that RMST had full title to the artifacts.

     On another argument, RMST asserts correctly that its expression of business
plans cannot form the basis for application of the doctrine of

                                      23

<PAGE>


judicial estoppel. See generally King v. Herbert J. Thomas Mem'l Hosp., 159 F.3d
192,  196-97 (4th Cir. 1998);  Lowery v. Stovall,  92 F.3d 219, 223-24 (4th Cir.
1996).  In  making  this  argument,  however,  RMST  assumed  that it owned  the
artifacts and that judicial estoppel should not improperly be applied to deny it
ownership.  Again,  this  position is only  hypothetical  in the context of this
case.

     Finally,  RMST argues that restrictions now in place that prohibit the sale
and distribution of the artifacts are substantively  "inappropri- ate." But this
argument  is also made in the  context  of RMST's  posi-  tion that it owned the
artifacts.  When  it is  acknowledged  that  the  district  court  had  not  yet
determined  RMST's reward and had not yet executed RMST's salvor's lien, it must
also be  recognized  that the  property  at this  stage was in  custodia  legis,
pending further  proceed- ings, even though RMST had physical  possession of the
property.  If the court in its  discretion  had  determined  that it would await
comple- tion of RMST's salvage  services before  determining an award, the court
would not have acted  inappropriately.  Maintaining  the  artifacts  in a single
collection  accommodates the possibility that their value in any subsequent sale
might be greater in a collection  than in pieces.  On the other hand,  the court
would  not need to await  completion  of  RMST's  salvage  services  as it could
determine awards on a periodic basis. See, e.g., Cobb Coin Co. v.  Unidentified,
Wrecked & Aban- doned Sailing  Vessel,  549 F. Supp.  540, 561 (S.D.  Fla. 1982)
(retain-  ing  jurisdiction  in ongoing  salvage  effort  "[t]o  adjudicate  the
plaintiff's  claim to a salvage  award on a periodic  basis" and  requiring  the
salvor to file periodic  reports that  "catalogu[e]  the artifacts  saved in the
previous  calendar year" in order to determine each  individual  award).  At the
most recent  hearing  conducted  by the district  court in this case,  the court
expressed a willingness to consider a proposal to sell the artifacts,  objecting
only to deciding  this  question in the  abstract.  It invited RMST to submit an
appropriate proposal.  But, as of now, pending further decisions by the district
court,  RMST has not demonstrated that maintaining the artifacts as a collection
is inappro- priate or illegal. Indeed, in the end, RMST's lien might become more
readily satisfiable by maintaining the artifacts as a collection at this time.

     The Titanic was a historic ship, and the artifacts recovered from its
wreckage therefore have enhanced value. RMST currently has a

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unique role as the Titanic's  exclusive  salvor,  and, having performed  salvage
services, it has a lien in the artifacts and is entitled to a reward enforceable
against those artifacts.  At this stage of the proceedings,  however,  we cannot
conclude that RMST has title to any artifacts.  We also cannot conclude that the
course  that the  district  court is  pursuing  violates  the law of  salvage or
amounts  to an abuse of  discretion.  Accordingly,  the  orders of the  district
court, dated September 26, 2001, and October 19, 2001, are affirmed.

                                                                        AFFIRMED

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