exhibit_10-1.htm


    
      

    

    EXHIBIT
10.1

    
      


       

      PURCHASE
AND SALE AGREEMENT

       

      THIS
PURCHASE AND SALE AGREEMENT ("Agreement"), dated for reference purposes, July 2,
2008, is hereby executed by and between Sinclair Educational Archaeological
Research Expeditions, Inc., Vanessa E. Friedman, and James J. Sinclair, herein
referred to as ("Sellers"), and Seafarer Exploration, Inc.
("Buyer").

       

      RECITALS

       

      Whereas
Sellers are the Company known as Sinclair Educational Archaeological
Research Expeditions, Inc., ("SEAREX"), Vanessa E. Friedman, and James J.
Sinclair, and desire to sell proprietary historical and archival research for
the DaVinci Project ("The Documents"); and,

       

      Whereas
Buyer desires to purchase the documents and retain sole and exclusive possession
of the contents therein,

       

      NOW,
THEREFORE, in exchange for the consideration defined below, the parties agree to
the following:

       

      


      1. Definition. In this
Agreement , the term "The Documents" shall mean all of the materials and reports
accumulated by SEAREX, Inc, its employees, contractors, consultants, officers,
directors, agents, Vanessa E. Friedman or James J. Sinclair or any person or
entity engaged by SEAREX or Vanessa E. Friedman or James J. Sinclair for the
purpose of gathering information about the DaVinci Project.

      


      


      2. Consideration.
In exchange for ($250,000.00) Two Hundred and
Fifty Thousand
Dollars to be paid in two
equal installments by Buyer, one upon the execution  of this
agreement, and the second on September 30, 2008, Sellers shall deliver to buyer
all of The Documents.

      


      In
addition, a net fourteen percent (14%) of the liquidated value on
what is recovered after expenses will be paid to the Sellers for the life of the
Da Vinci Project.

      


      3. Representations
and Warranties of Sellers.

      


      3.1 The
Sellers represent and warrant that they have exclusive ownership of The
Documents and that they have not previously disseminated, copied, distributed,
or shared any of the contents of The Documents with any third
party.

      


      3.2 The
Sellers represent that all the information contained in The Documents is currently
owned by the Sellers and no copyright or other intellectual property
rights violations exist with regard to The Documents.

      


      3.3 The Sellers expressly agree to indemnify
Buyer and hold Buyer harmless
from any
action relating to any copyright or other intellectual property rights
violations or lawsuits arising from the conduct of the Sellers with respect to
The Documents.

       

      A good
faith down payment of $10,000.00 will be wired with this agreement with the rest
to follow as it comes in.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      3.4 The
Sellers further represent and warrant that they are delivering all copies and
originals of The Documents to Buyer, and that Sellers are not retaining any
copies or means of making reproductions of The Documents.

       

      3.5 The
Sellers represent and warrant that upon delivery of The Documents, Sellers
unconditionally, absolutely and irrevocably transfer and assign all rights,
title, interest, or benefits to The Documents and agree to relinquish and
forever forgo any right, title, interest or benefit whatsoever from The
Documents.

       

      3.6 The
Sellers, by entering this Agreement, understand and agree that should any third
party gain access to The Documents, the damage to Buyer would be irreparable and
Sellers covenant never to undertake any new research or attempt to reproduce
anything relating to The Documents for any other party.

       

      4. Miscellaneous

       

      4.1 Venue. The Parties
hereby agree that the venue of any action, proceeding, counterclaim, crossclaim,
or other litigation relating to, involving, or resulting from the enforcement of
this Agreement shall be in Pinellas County, Florida only.

       

      4.2 Invalid
Provision,
The invalidity or unenforceability of any particular provision of
this Agreement shall no affect the other provisions hereof, and the Agreement
shall be constructed in all respects as if the invalid or unenforceable
provisions were omitted.

       

      4.3 modification and Waiver, This
Agreement contains the entire Agreement of the parties and no change of any term
or provisions of this Agreement shall be valid or binding unless the same shall
be in writing and signed by all of the parties hereto. No waiver of any of the
terms of this Agreement shall be valid unless signed by the party against whom
the waiver is asserted. A waiver on any one occasion shall not be constructed as
a bar to or a wavier of any right on any future occasion.

       

      4.4
Binding
Effect, This agreement shall be binding upon the parties and their
Respective personal representatives, heirs, successors and assigns.

       

      4.5 Governing
Law. This Agreement shall be governed by and constructed and enforced in
accordance with the laws of the State of Florida.

       

      4.6 Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which shall constitute one and the same
instrument.

       

      4.7 Attorney’s
Fees.
In the event that any party is required to
engage in services of
legal counsel to enforce the terms and conditions of this Agreement against any
other party to this
Agreement, regardless of whether such action results in litigation, the
prevailing party shall be entitled to reimbursement of its reasonable attorney's
fees
and costs.

       

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      4.8 Equitable
Remedies: Remedies Cumulative. All breaches of this
Agreement are subject to specific enforcement, injunction and other forms of
equitable relief, without prejudice to the right to seek damages or other
remedies. The parties agree that monetary damages would not be sufficient remedy
for a breach of this Agreement. The rights and remedies
provided by this Agreement are cumulative and the use of any one right or remedy
by any party shall not preclude or waive the right to use
any other remedies. These rights and remedies are given in
addition to any other rights the parties may have by law, statute, ordinance or
otherwise. The failure of any party to seek redress for violation of or to
insist on the strict performance of any covenant or condition of this Agreement
shall not prevent a subsequent act, which would have originally constituted a
violation, from having the effect of an original violation.

       

      4.9 Advice of Counsel, Each party signing
this Agreement:

       

      (a) understands
that this Agreement contains legally binding provisions;

      (b) has
had the opportunity to consult with a lawyer; and

      (c) has
either consulted a lawyer or consciously decided not to consult a
lawyer.

       

      4.10
Miscellaneous.
Whenever
the single number is used in this Agreement and when required by
the context, the same shall include plural and vice versa, and the masculine
gender shall include the feminine and neuter genders and vice versa. The
headings in this Agreement are inserted for convenience only and are in no way
intended to describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision of this Agreement. Each and all of the
covenants, terms, provisions and agreements
in this Agreement
contained shall be binding on and inure to the benefit of the parties
and, to the extent permitted by this Agreement, their respective heirs, legal
representatives, successors and assigns.

       

      Executed
this 10 day of July, 2008

       

      


      


      
        
          	Seller:	 	 	 Seller:	 
	 	 	 	 	 
	
                  /s/Venessa E. Friedman

                	
                   07/08/08

                	 	
                  /s/
      James J. Sinclair

                	
                   07/08/08

                
	
                  SEAREX,
      inc.

                	
                   Date

                	 	
                  SEAREX,
      Inc.

                	
                   Date

                
	
                  By:
      Venessa E. Friedman, President

                	 	 	
                  James
      J. Sinclair, Vice President

                	 


        

      

    

     

     

    
      
        	 	 	 	 	 
	
                /s/

              	
                  07/08/08

              	 	
                /s/
      

              	
                  07/08/08

              
	
                Witness
      Name:

              	
                  Date

              	 	
                 Witness
      Name:

              	
                   Date

              
	
                 

              	 	 	
                 

              	 


      

    

     

    
      
        	Buyer:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/Kyle Kennedy

              	 	 	
                 

              	 
	
                Seafarer
      Exploration, Inc

              	 	 	
                 

              	 
	
                By:
      Kyle Kennedy, CEO

              	 	 	
                 

              	 


      

    

     

    
       

      
        
          	 	 	 	 	 
	
                  /s/Mary
      Pecoraro

                	
                    07/08/08

                	 	
                  /s/
      

                	
                    07/08/08

                
	
                  Witness
      Name:

                	
                    Date

                	 	
                   Witness
      Name:

                	
                     Date

                
	
                   

                	 	 	
                   

                	 


        

      

       

      

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