exv10w1






Exhibit 10.1




ASSET PURCHASE AGREEMENT




Among



PREMIER EXHIBITIONS, INC.



WORLDWIDE LICENSING & MERCHANDISING, INC.,



and



G MICHAEL HARRIS



Dated October 17, 2011



 


 









 





ASSET PURCHASE AGREEMENT




THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated October 17, 2011, is by and among
PREMIER EXHIBITIONS, INC. a Florida corporation (“BUYER”); WORLDWIDE LICENSING &
MERCHANDISING, INC., a Florida corporation (“SELLER”); and G. MICHAEL HARRIS (“SHAREHOLDER”).



RECITALS:




WHEREAS, SELLER owns and operates, as one of its businesses, a 20,000 square foot attraction
in Orlando, Florida located at 7316, 7324 & 7324-A International Drive, Orlando, Florida 32819
called “Titanic — The Experience,” which features recreations of the Titanic and showcases
historical items related to the Titanic (the “Orlando Exhibit”).



WHEREAS, SELLER desires to sell, transfer and assign to BUYER, and BUYER desires to purchase
and assume from SELLER, pursuant to and in accordance with the terms and conditions of this
Agreement, substantially all of the assets, and certain liabilities of SELLER in connection solely
with the Orlando Exhibit.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for good ad valuable consideration, the parties hereto, intending to be legally bound, hereby
agree as follows:



1. Definitions. Each of the following terms will have the meaning set forth below:



“Affiliate” with respect to any person, means any other person that, directly or indirectly,
is controlled by, controls, or is under common control with that person. “Control”, with respect
to any person, means the power, directly or indirectly, to direct the management and policies of
that person.



“Best Knowledge” means the constructive knowledge of the SHAREHOLDER after an inquiry that is
reasonably appropriate for the matter in question.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, together with
the rules and regulations thereunder.



“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended,
together with the rules and regulations thereunder.



“Orlando Exhibit” is defined in the Recitals.



“GAAP” means generally accepted accounting principles in the United States.



“Including” means “including but not limited to”, and “includes” means “includes, without
limitation”.


 


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“Knowledge” means the actual of knowledge of the of the SHAREHOLDER.



“Permitted Encumbrance” means a charge, equity, security interest, lien, pledge, mortgage,
restriction, option, or claim set forth on Schedule 5(j).



“Person” means any individual, corporation, limited liability company, partnership, business
trust, unincorporated organization, or other entity.



“Schedules” mean the information and disclosure schedules attached to this Agreement.



“Tax” or “Taxes” means any federal, state, local, or foreign tax, including any net income,
alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value
added, transfer, recordation, realty transfer, franchise, net worth, doing business, profits,
license, withholding on amounts paid to or by SELLER with respect to the Orlando Exhibit, payroll,
social security, employment, unemployment, excise, severance, stamp, capital stock, occupation,
property, environmental or windfall profits tax, premium, custom, duty, or other tax, governmental
fee, or other like assessment or charge, together with any interest, penalty, addition to tax, or
additional amount.



“Taxing Authority” means any governmental authority responsible for the administration of any
Tax.



“Tax Return” means reports, information statements, forms, amended returns, claims for refund,
and other documentation (including any additional or supporting material and estimated Tax or
information returns and reports) filed or maintained, or required to be filed or maintained, in
connection with the calculation, determination, assessment, or collection of any Tax and includes
any amended returns required as a result of examination adjustments made by a Taxing Authority.



Other capitalized terms shall have the meanings ascribed to them in this Agreement.




2. Sale and Purchase of Acquired Assets




(a) Acquired Assets. At the Effective Time, SELLER will sell, and BUYER will
purchase, the following assets and rights of SELLER in and to the Orlando Exhibit (the
“Acquired Assets”):




i Exhibition Property. All tangible property located at the Orlando
Exhibit owned by SELLER, including exhibitry, equipment, furniture and all other
similar personal property used in the operation of the Orlando Exhibit, as
specifically listed on Schedule 2(a)(i), but excluding the Loaned Artifacts (as
defined below) which the parties acknowledge and agree are not owned by SELLER.




ii Intellectual Property. All Intellectual Property (as defined below)
used by SELLER in connection with the Orlando Exhibit, including without limitation
all images, marketing, written materials and video assets.


 


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iii Other Assets. Prepaid expenses, the security deposit under the
Lease (as defined below), and all other rights of SELLER in and to the Orlando
Exhibit, including those listed on Schedule 2(a)(i), but excluding Retained Assets
(as defined below).




SELLER will transfer ownership and possession of the Acquired Assets to BUYER at the
Effective Time, free and clear of any Encumbrance, other than Permitted Encumbrances.




(b) Retained Assets. The following items shall not be part of the Acquired
Assets or sold to BUYER but shall be retained by SELLER (collectively, the “Retained
Assets”): (A) any asset of SELLER not used by SELLER in the operation of the Orlando
Exhibit (B); all cash, cash equivalents, marketable securities, and cash deposits (other
than the security deposit for the Lease) of SELLER on hand at the Effective Time, including
cash receipts generated up and until the Effective Time, credit card receivables generated
prior to the Effective Time, accounts receivable accrued prior to the Effective Time,
un-deposited checks from customers, notes receivable owed to SELLER, refunds due SELER
arising out of the Orlando Exhibit prior to the Effective Time; (C) all insurance policies
of SELLER, SHAREHOLDER and rights thereunder relating to the Orlando Exhibit; (D) the
personal property of SHAREHOLDER (and Sebastian Harris and D. Michael Harris), presently
located in the Orlando Exhibit’s “Dive Room & Movie Room” as more specifically described on
Schedule 2(b); and (E) all rights under leases for equipment and machinery used at the
Orlando Exhibit and (F) all other items listed on Schedule 2(b).



3. Liabilities; Retained Liabilities




(a) Assumed Liabilities. At the Effective Time, SELLER will assign, and BUYER (or
an Affiliate of BUYER) will assume, pay, discharge or perform when due the following
liabilities and obligations of SELLER (the “Assumed Liabilities”):




i Obligations under the Real Property Lease. All obligations of SELLER
under that certain lease agreement for real property with George F. Eyde Orlando,
LLC, a Michigan limited liability company, and Louis J. Eyde Orlando, LLC, a
Michigan limited liability company (collectively, the “Landlord”) for the premises
located at 7316, 7324, and 7324-A International Drive, Orlando, Florida 32819 (the
“Lease”), including (A) all obligations to be performed by SELLER after the
Effective Time under the Lease and (B) the obligation to pay certain arrearages of
rent and other amounts which accrued under the Lease prior to Effective Time, but
only to the extent specifically set forth in that certain Assignment of and Second
Amendment to the Lease, attached hereto as Exhibit A, which BUYER and SELLER shall
execute at the Effective Time, and Landlord shall execute on or before the Effective
Time.




ii Obligations for Loaned Artifacts. All obligations of SELLER under
agreements and licenses for artifacts and similar items that are on display or in
the Orlando Exhibit, or held by SELLER for use in the Orlando Exhibit, as
specifically set forth on Schedule 3(a)(ii)(collectively, the “Loaned Artifacts”)


 


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BUYER acknowledges and agrees that the owners of the Loan Artifacts have the
right to demand return of the Loaned Artifacts at their discretion, and BUYER shall
be required to return them upon demand by such owners at any time after the
Effective Date.




iii Obligations under other Contracts and Agreements. All obligations
of SELLER under contracts, agreements and commitments related to the Orlando Exhibit
that are not terminable at will by SELLER as specifically set forth on Schedule
3(a)(iii) (collectively, the “Assumed Contracts”), except to the extent that any
Assumed Contract requires the consent of the other party thereto to be transferred
to BUYER, in which case BUYER shall not be required to assume such Assumed Contract
unless the parties can obtain such consent to an assignment within a reasonable
period of time after the Effective Date, and the SELLER’s obligations under such
Assumed Contract shall be included in the Retained Liabilities.




(b) Retained Liabilities. Other than the Assumed Liabilities specifically
identified in Section 2(b)(a), BUYER will not assume any obligations or liabilities of
SELLER (“Retained Liabilities”), including the following:




i Contractual Obligations and Liabilities Prior to Effective Time.
Unless specifically agreed otherwise herein, all obligations and liabilities of
SELLER, whether under any Assumed Contracts, or other contracts, agreements,
liabilities, or otherwise, that were required to be performed prior to the Effective
Time or that are attributable to events or conditions occurring prior to the
Effective Time.




ii Taxes. Obligations of SELLER with respect to Taxes except as
expressly provided in Section 9.




iii Employer Liabilities. Except as provided in Section 11, any
obligation or liability of SELLER as an employer, including any obligations or
liabilities incurred in connection with the separation of employees.




iv Obligations for Violation of Law. Obligations resulting from a
violation by SELLER of applicable laws, whether state or federal.




v Contingent Liabilities. Contingent liabilities, whether known or
unknown that accrued prior to the Effective Time.



4. Purchase Price.



(a) Consideration; Payments. In consideration for the Acquired Assets, BUYER will pay
to SELLER a total purchase price in the aggregate amount of One Million Five Hundred Twenty
Thousand Dollars ($1,520,000) (the “Purchase Price”), payable as follows: (i) Seven Hundred Twenty
Thousand ($720,000) will be payable in installments directly to the Landlord for arrearages of
Seller under the Lease in the manner set forth in the Assignment of and Second Amendment; (ii) One
Hundred Thousand Dollars ($100,000) will be


 


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paid in cash at the Effective Time by wire transfer to an account designated by SELLER, and (iii)
the balance shall be payable in seven (7) consecutive installments of One Hundred Thousand Dollars
($100,000) each in accordance with the following payment schedule, time being of the essence (the
“Payment Obligation”):




	 	 	 	 	 
	Date of Payment	 	Amount of Payment	 
	Effective Time
	 	$	100,000	 
	January 1, 2012
	 	$	100,000	 
	April 1, 2012
	 	$	100,000	 
	October 1, 2012
	 	$	100,000	 
	January 1, 2013
	 	$	100,000	 
	April 1, 2013
	 	$	100,000	 
	July 1, 2013
	 	$	100,000	 
	October 1, 2013
	 	$	100,000	 






(b) Security. To secure the Payment Obligation, BUYER hereby grants SELLER a purchase
money UCC-1 security interest pursuant to the Uniform Commercial Code in effect for Florida (the
“UCC”), including Florida Statutes Chapter 679, in certain of the Acquired Assets specifically set
forth on Exhibit B. At the Effective Time, if requested by SELLER, BUYER shall execute a standard
Florida form UCC-1 in favor of SELLER for recording in the public records.



(c) Accelerated Payments. The parties acknowledge and agree that if in any six month
period, commencing on the Effective Time and measured in 6 month increments thereafter until the
Payment Obligation is paid in full, total paid attendance of the Orlando Exhibit exceeds 50,000
tickets sold, BUYER will make an accelerated payment of $50,000 on the Payment Obligation within 30
calendar days of the end of such applicable six month period and such accelerated payment shall be
deducted from the last installment then remaining due under the Payment obligation in reverse
order. BUYER shall send SELLER periodic summary reports of attendance and tickets sold no less
frequently than bi-annually (at the end of each such applicable six month period under this
Section). For purposes of clarification, total payments comprising the Purchase Price, including
any accelerated payments pursuant to this Section 4, shall not exceed $800,000.



(d) Payments Due. All installments under the Payment Obligation shall become
immediately due and payable upon any of the following events: (i) an acquisition by any Person or
group of Persons of the voting capital stock, membership interests or similar equity interests of
BUYER, in a transaction or series of transactions, if immediately thereafter such acquiring Person
or group has, or would have, beneficial ownership of more than 50% of


 


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the combined voting power of BUYER’s then outstanding voting capital stock, membership interests or
other equity interests, including any such acquisition by way of stock purchase, merger,
consolidation or reorganization; (ii) a change in the majority of the Board of Directors of Premier
Exhibitions, Inc., provided that the new directors who are nominated for election by a majority of
the Board of Directors of Premier Exhibitions, Inc. serving as of the Effective Date of this
Agreement shall not be considered in the number of directors that have “changed” since the
Effective Date of this Agreement; (iii) the filing by BUYER of a voluntary petition in bankruptcy
or for arrangement, reorganization or other relief under any chapter of the Federal Bankruptcy Act
or any similar law, state or federal, now or hereafter in effect; (iv) if all or a substantial part
of BUYER’S assets are attached, seized, subjected to a writ or distress warrant, or are levied
upon, unless such attachment, seizure, writ, warrant or levy is vacated within sixty (60) days; (v)
if BUYER shall make an assignment for the benefit of creditors or shall admit in writing its
inability to pay its debts generally as they become due or shall consent to the appointment of a
receiver or trustee or liquidator of all or the major part of its property; or (vi) if any order is
entered appointing a receiver, trustee or liquidator of BUYER or all or a major part of BUYER’S
assets or properties is not vacated within thirty (30) days following the entry thereof.



5. Representations and Warranties by SELLER. SELLER represents and warrants to BUYER as
follows:




(a) Organization; Power. SELLER is a corporation duly organized under the laws of
the State of Florida and has all requisite power and authority to own or lease its assets
and to conduct its business as it is presently conducted. The Articles of Incorporation and
Bylaws are the current organizational documents of SELLER and remain in full force and
effect at the date of this Agreement. SELLER is not required to qualify to do business as a
foreign entity in any jurisdiction outside the State of Florida, except in those
jurisdictions where SELLER’s failure to so qualify would not have a material adverse effect
on SELLER’s business. SELLER is in good standing in the State of Florida. The directors
and officers of SELLER are listed on Schedule 5(a). The SHAREHOLDER owns, and at the
Effective Time will own, all of the outstanding capital stock of SELLER.




(b) Authorization. This Agreement has been duly executed and delivered by SELLER
and SHAREHOLDER and all proceedings necessary to authorize the execution, delivery, and
performance of this Agreement by SELLER have been duly taken. This Agreement is the legal,
valid, and binding obligation of SELLER and SHAREHOLDER enforceable in accordance with its
terms, except to the extent that enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium, or other laws relating to or affecting
creditors’ rights generally and except that the availability of the equitable remedy of
specific performance or injunctive relief is subject to the discretion of the court before
which any proceedings may be brought.




(c) No Conflicts. Neither the execution and delivery of this Agreement, nor the
performance by SELLER or SHAREHOLDER of any of their obligations under this Agreement, will
(i) violate, conflict with, or constitute a default (or an event that, with notice or lapse
of time or both, would constitute a default) under, or accelerate the performance of any
obligations under, any material agreement or material commitment to


 


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which SELLER or SHAREHOLDER is a party, or by which any of them may be bound, the breach of
which would have a material adverse effect on the BUYER’s operation of the Orlando Exhibit
or SELLER’s ability to fulfill the terms of this Agreement (ii) violate any judgment,
decree, or order, or any law, rule, or regulation, of any court or other governmental or
regulatory authority applicable to SELLER or SHAREHOLDER, (iii) result in the imposition of
any Encumbrance upon any of the Acquired Assets, or (iv) violate or conflict with any
provision of the Articles of Incorporation or Bylaws of SELLER. To SELLER’s Knowledge, no
notice to, filing with, or consent or approval of, any governmental or regulatory authority
or other person is necessary for the execution, delivery, or performance of this Agreement
by SELLER and SHAREHOLDER.




(d) Financial Statements; No Undisclosed Liabilities. SELLER has not incurred any
liabilities or loss contingencies with respect to the Orlando Exhibit since June 30, 2011,
other than current liabilities, not unusual in nature or amount, incurred by SELLER with
respect to the Orlando Exhibit in the ordinary course of business.




(e) Certain Actions; No Material Adverse Change. Except as set forth on Schedule
5(e) or otherwise authorized by this Agreement, since June 30, 2011, SELLER has:




i Operated the Orlando Exhibit in the ordinary course of business, as
previously conducted, paid its payables in accordance with their terms and the prior
practices of SELLER, and not incurred any indebtedness or other liabilities, or
entered into any contracts, except in the ordinary course.




ii Used all reasonable efforts to maintain its relationships with employees,
clients, vendors, and others with whom it has business relationships in connection
with the Orlando Exhibit.




iii Not sold, pledged, mortgaged, or otherwise encumbered any assets that are
used in the Orlando Exhibit, other than the disposition of current assets in the
ordinary course of business.




iv Paid trade creditors in accordance with its normal credit terms and
collected from account debtors in accordance with its normal collection practices.




v Not paid any bonuses or increased the compensation or benefits (including any
severance or “change in control” benefits) of any manager, officer, or employee who
provides services to the Orlando Exhibit.




vi Not entered into or amended any employment, consulting, non-competition,
non-solicitation, “change in control”, or severance agreements or arrangements
(whether written or oral) with respect to the Orlando Exhibit.




vii Not amended any compensation plan or established any new employee benefit
plan or arrangement with respect to employees providing services to the Orlando
Exhibit.


 


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viii Not forgiven or canceled any indebtedness or claims with respect to the
Orlando Exhibit, or waived any rights. Not entered into any type of business not
conducted by SELLER prior to the date of this Agreement, created or organized any
subsidiary or entered into or participated in any joint venture or partnership with
respect to the Orlando Exhibit.




ix Not entered into or amended any agreement with respect to the Orlando
Exhibit between SELLER, on the one hand, and SHAREHOLDER or any person related to or
affiliated with him, on the other.




x To Seller’s Knowledge, there has not been any material adverse change in the
financial condition or results of operations of the Exhibit.




(f) Acquired Assets; Title. SELLER has good and marketable title to all of the Acquired
Assets free and clear of any charge, equity, security interest, lien, pledge, mortgage,
restriction, option, or claim (“Encumbrance”) other than the lien of SELLER created in Section 4 of
this Agreement, any consensual lien granted to the Landlord at the Effective Time by BUYER, liens
for Taxes not yet due and the Permitted Encumbrances set forth on Schedule 5(f). The Acquired
Assets, together with assets held under valid and subsisting agreement, licenses or leases (except
those specifically excluded as Retained Assets), comprise substantially all of the assets owned by
SELLER and used in the operation of the Orlando Exhibit as it is presently and ordinarily
conducted.




(g) Real Property. SELLER does not own any real property. Except as set forth on
Schedule 5(g), SELLER is not a party to any leases of real property related to the Orlando
Exhibit other than the Lease.




(h) No Litigation or Claims; No Governmental Investigation. Except as set forth on
Schedule 5(h), no actions, suits, claims, or proceedings are pending or, to the Knowledge of
SELLER, threatened against SELLER or SHAREHOLDER in connection with the Orlando Exhibit. To
the Best Knowledge of SELLER, no events have occurred or conditions exist that could result
in any such action, suit, claim, or proceeding. To the Knowledge of SELLER, SELLER is not
the subject of any investigation or inquiry by any governmental or regulatory authority.




(i) Environmental Matters. To the Knowledge of SELLER, SELLER complies in all
material respects with all laws relating to the release or discharge of substances into the
environment, the use, treatment, handling, storage, or disposal of hazardous substances, and
the clean-up of contaminated sites with respect to the Orlando Exhibit. To the Knowledge of
SELLER, SELLER now has, and at the Effective Time will have, no liability, fixed or
contingent, resulting from the failure to comply with any such laws or from any such
release, discharge, use, treatment, handling, storage, or disposal, including any
liabilities for environmental remediation or for personal injuries arising therefrom to
customers, employees, or others with respect to the Orlando Exhibit.


 


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(j) Compliance with Laws. To the Knowledge of SELLER, SELLER complies in all
material respects with all applicable laws, whether state or federal,
including ERISA with respect to the Orlando Exhibit. To the Knowledge of SELLER, SELLER now
has, and at the Effective Time will have, no liability, fixed or contingent, for a violation
of any laws applicable to the Orlando Exhibit. To the Knowledge of SELLER, SELLER has all
permits, licenses, certificates of authority, and approvals, and has made all filings and
registrations with governmental or regulatory authorities, required in connection with the
operation of the Orlando Exhibit.




(k) Intellectual Property.




i “Intellectual Property” means: (A) all trademarks and service marks, whether
registered or unregistered, that are currently used in the conduct of the Orlando
Exhibit (the “Marks”); (B) all patents and patent applications that are currently
used in the conduct of the Orlando Exhibit (the “Patents”); (C) all copyrights, in
both published works and unpublished works, that are currently used in the conduct
of the Orlando Exhibit, including any related registrations and applications; and
(D) all know-how, trade secrets, ideas, concepts, project ideas, confidential
information, customer lists, software, technical information, data and databases,
business plans, strategies, treatments, processes, plans, drawings, art work,
graphics, and designs that are currently used in the conduct of the Orlando Exhibit
that are proprietary and not in the public domain.




ii SELLER owns no Intellectual Property as it relates to the Orlando Exhibit
other than common law rights, if any, to the Mark “Titanic — the Experience” that
may exist under law, by virtue of SELLER’s use of that name over time, and common
law copyright rights, if any, to any unpublished marketing works used in connection
with the Orlando Exhibit. All of the Intellectual Property owned by SELLER or
SHAREHOLDER and used by the Orlando Exhibit is included in the Acquired Assets.




iii Neither SHAREHOLDER, nor any person related to or affiliated with him, owns
any Intellectual Property that is used or has been used in the operation of the
Orlando Exhibit.




iv To SELLER’s Best Knowledge, SELLER is the owner of all right, title, and
interest in, or is the licensee of, or otherwise has the right to use, the
Intellectual Property, without payment to a third party, free and clear of all
Encumbrances, other than fees SELLER pays in connection with Information Systems and
Databases (as defined below).




v Neither SELLER nor SHAREHOLDER has received any demand, claim, or notice from
any person that challenges the validity of, or SELLER’s right to use, any of the
Intellectual Property.


 


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(l) Taxes. Except as set forth on Schedule 5(l): (i) SELLER has duly and timely
filed all Tax Returns and other filings in respect to Taxes required to be filed by it on or
before the date of this Agreement, and has timely paid all Taxes that were due on or before
the date of this Agreement; (ii) all such Tax Returns were materially accurate and
complete; (iii) there are (A) no audits, suits, investigations, actions, or proceedings
currently pending, or to SELLER’s Knowledge threatened, against SELLER by any Taxing
Authority for the assessment or collection of Taxes (B) no claims for the assessment or
collection of Taxes have been asserted against SELLER, and (C) no matters under discussion
by SELLER with any Taxing Authority regarding claims for the assessment or collection of
Taxes; (iv) any Taxes that have been claimed or imposed as a result of any examinations of
any Tax Return of SELLER by any Taxing Authority have either been paid in full or are being
contested in good faith; and (v) the Internal Revenue Service has not formally audited the
federal income Tax Returns for SELLER for any year preceding the date of this Agreement.
Except as set forth on Schedule 5(l), there are no agreements or applications by SELLER for
an extension of time for the assessment or payment of any Taxes, nor any waiver of the
statute of limitations in respect of Taxes. There are no Tax liens on any of the assets of
SELLER, except for liens for Taxes not yet due. There are no requests for rulings or
determinations in respect of any Tax pending between SELLER and any Taxing Authority. No
written claim has been received by SELLER from any Taxing Authority in a jurisdiction in
which SELLER does not file Tax Returns that it is or may be subject to taxation by that
jurisdiction. Except as set forth on Schedule 5(l),SELLER has withheld and paid to the
appropriate Taxing Authorities all Taxes required to have been withheld and paid over in
connection with amounts paid or owing to any employee, creditor, independent contractor, or
other person. To the Knowledge of SELLER, SELLER has no liability for Taxes, fixed or
contingent, for which BUYER might be liable, after the Effective Time, as a successor in
interest or otherwise.




(m) Employee Benefits. To SELLER’s Knowledge, there is no liability,
fixed or contingent, for employee benefits for which BUYER could be held liable as a
successor to the Orlando Exhibit or that could result in a lien on any of the Acquired
Assets.




(n) Information Systems and Databases. Schedule 5(n) identifies all significant
computer software and databases owned, licensed, leased, internally developed, or otherwise
used in connection with the Orlando Exhibit (“Information Systems and Databases”). SELLER
owns, or has the right to use pursuant to valid and subsisting licenses or leases. The
Information Systems and Databases as presently and ordinarily conducted are currently
operational, and all system information will be provided to the BUYER.




(o) No Finder’s Fee or Brokerage Commission. Neither SELLER nor SHAREHOLDER
has any obligation to pay a finder’s fee or brokerage commission in connection with the
transactions contemplated by this Agreement.




EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION
5, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACQUIRED ASSETS, AND THE
SALE OF THE ASSETS TO BUYER HEREUNDER SHALL BE ON AN “AS IS, WHERE IS” BASIS. SELLER
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR SATISFACTORY QUALITY
AND ANY IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS
FULLY INSPECTED THE ACQUIRED ASSETS AND IS NOT RELYING ON THE JUDGMENT OR REPRESENTATIONS OF
SELLER IN CONSUMMATING THE PURCHASE OF THE ACQUIRED ASSETS.


 


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6. Representations and Warranties by BUYER. BUYER represents and warrants to SELLER and
the SHAREHOLDER as follows:




(a) Organization; Standing; Corporate Power. BUYER is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Florida and has all
requisite power and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement. Any Affiliate of BUYER to which this Agreement is assigned
at or prior to the Effective Time, shall be an entity duly organized, validly existing, and
in good standing under the laws of the state of its incorporation or organization.




(b) Authorization. This Agreement has been duly executed and delivered by BUYER
and all proceedings necessary to authorize the execution, delivery, and performance of this
Agreement by BUYER have been duly taken. This Agreement is the legal, valid, and binding
obligation of BUYER enforceable in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium, or other laws relating to or affecting creditors’ rights generally
and except that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any proceedings may
be brought.




(c) No Conflicts; Consents. Neither the execution and delivery of this Agreement,
nor the performance by BUYER of its obligations under this Agreement, will (i) violate,
conflict with, or constitute a default (or an event that, with notice or lapse of time or
both, would constitute a default) under, or accelerate the performance of any obligations
under, any agreement or commitment to which BUYER is a party or by which it may be bound,
(ii) violate any judgment, decree, or order, or any law, rule, or regulation, of any court
or other governmental or regulatory authority applicable to BUYER, or (iii) violate or
conflict with any provision of the articles of formation of BUYER. No notice to, filing
with, or consent or approval of, any governmental or regulatory authority or other person is
necessary for the execution, delivery, or performance of this Agreement by BUYER.




(d) No Finder’s Fee or Brokerage Commission. BUYER has no obligation to pay a
finder’s fee or brokerage commission in connection with the transactions contemplated by
this Agreement.



7. Covenants by SELLER. SELLER will furnish BUYER with any additional
information about SELLER and the Orlando Exhibit that is reasonably requested by BUYER up to the
Effective Time.


 


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8. Mutual Covenants.




(a) Reasonable Efforts. From and after the Effective Date, BUYER and SELLER will
cooperate with each other and use all reasonable efforts to carry out the execution, delivery,
or performance of this Agreement, including giving all notices to, making all filings with,
and obtaining all consents from, governmental or regulatory authorities and other persons that
are necessary for the complete consummation of the transactions contemplated herein.




(b) Press Releases. SELLER will consult with BUYER as to the
form, content, and timing of any press release or other public disclosure of the
transactions contemplated by this Agreement, and no such press release or other public
disclosure will be made without the mutual consent of BUYER & SELLER, which consent will
not be unreasonably withheld or delayed. Notwithstanding the above, BUYER may issue a
press release and file this Agreement with the Securities and Exchange Commission on a Form
8-K, provided that BUYER will provide SELLER with a draft of the press release and Form 8-K
in advance of its filing.




(c) Utilities. At the Effective Time, SELLER shall terminate and cancel all
utilities used by the Orlando Exhibit at the Lease premises that are separately metered and
billed in the name of SELLER, and BUYER shall open new accounts for such utilities for all
periods on and after the Effective Time. If there is any gap period during which SELLER is
billed for utilities on or after the Effective Time, BUYER will pay SELLER the amount of
any such bill, pro-rated as necessary, within five (5) business days after receipt of a
written request.




(d) Employees. At the Effective Time, SELLER shall terminate all employees
working at the Orlando Exhibit, and BUYER, may, but shall not be required to, offer
employment to any employees of SELLER it so desires to hire on and after the Effective
Time.




(e) Retained Assets. If BUYER, at any time on or after the Effective Date,
comes into possession of any sum or money or asset that belong to SELLER as a Retained
Asset (e.g. refund checks, payments on accounts receivable, etc.), it shall promptly notify
SELLER of the same and deliver such Retained Asset to SELLER




(f) Acquired Assets. From and after the Effective Date until the Payment
Obligation is fully satisfied, other than a security interest in favor of the Landlord and
SELLER’S purchase money security interest, BUYER shall not voluntarily or involuntarily
grant any lien or encumbrance on the Acquired Assets or transfer, convey, mortgage,
hypothecate, assign, or otherwise dispose of any of the Acquired Assets or any interest
therein. Upon a default in the Payment Obligation, in addition to other
rights and remedies provided for herein or otherwise available to it, BUYER shall have
all the rights and remedies of a secured party on default under the UCC.


 


13









 





9. Tax Covenants.




(a) Tax Purchase Price Allocation. The Purchase Price as of the Effective Time will
be allocated for federal income tax purposes among the classes of assets purchased in the
manner set forth on Exhibit C (the “Tax Allocation”).




i Within 30 days following the Effective Time, BUYER will deliver to SELLER an
IRS Form 8594 prepared in a manner consistent with the Tax Allocation.




ii If SELLER does not agree with the allocation set forth in the IRS Form 8594
delivered by BUYER, the parties will submit the matter to an independent Certified
Public Accountant acceptable to both parties, whose determination shall be fully
binding on all parties. The cost of the independent Certified Public Accountant
will be paid by SELLER.




The parties agree that the Tax Allocation has been determined pursuant to arm’s
length bargaining between the parties in accordance with Section 1060 of the Code. The
parties will report (including with respect to the filing of Form 8594 with the
Internal Revenue Service) the sale and purchase for all Tax purposes in a manner
consistent with the Tax Allocation and will not, in connection with the filing of any
return, make any allocation of the Purchase Price that is contrary thereto. The
parties will consult with one another with respect to any Tax audit, controversy, or
litigation relating to the Tax Allocation and the IRS Form 8594. The parties
acknowledge and agree that the transactions contemplated in this Agreement shall be
treated as an “installment sale” for Seller’s reporting purposes under the Code.




(b) Personal Property Taxes. SELLER will pay all ad valorem, property, personal
property, and similar Taxes with respect to the Acquired Assets that first become due and
payable prior to the Effective Time BUYER will pay and will be responsible for all ad
valorem, property, personal property, and similar Taxes with respect to the Acquired Assets
that first become due and payable on or after the Effective Time, except that SELLER will
reimburse BUYER for a pro-rata portion of such Taxes that is attributable to any period
beginning before the Effective Time and ending at the Effective Time. SELLER will pay BUYER
the amount of any such portion within five (5) business days after receipt of a written
request therefore accompanied by a copy of the invoice from or return to the Taxing
Authority imposing such on the Acquired Assets.




(c) Transfer Taxes. BUYER will pay all sales, use, value added, transfer,
recordation, realty transfer, and conveyance Taxes and other similar Taxes and fees
applicable to the transactions contemplated by this Agreement.



10. Closing; Effective Time, Deliveries.


 


14









 






(a) Effective Time. The closing of the sale and purchase of Acquired Assets
pursuant to this Agreement shall occur upon contemporaneously upon execution of this
Agreement (the “Effective Time”).




(b) Deliveries by SELLER. At the closing, SELLER will deliver to BUYER the
following:




i Bill of Sale for the Acquired Assets in a form reasonably acceptable to
BUYER.




ii The Assignment of and Second Amendment to the Lease between Landlord, BUYER
and SELLER, pursuant to which SHAREHOLDER and G. Amy Harris shall be fully and
forever released under that certain guaranty of the Lease Agreement.




(c) Deliveries by BUYER. At the closing, in addition to paying the amounts due in
cash at the Effective Time, BUYER will deliver to SELLER the following:




i Bill of Sale for the Acquired Assets in a form reasonably acceptable to
BUYER.




ii The Assignment of and Second Amendment to the Lease between Landlord, BUYER
and SELLER, pursuant to which SELLER, SHAREHOLDER and Amy G. Harris shall be fully
and forever released under that certain guaranty of the Lease.




iii A Florida UCC-1 financing statement evidencing SELLER’S purchase money
security interest in the Acquired Assets.




(d) Further Assurances. The parties will execute and deliver all other documents,
and take all further actions, necessary to complete the sale and purchase of Acquired Assets
and to carry out the other transactions contemplated by this Agreement.




(e) Release of SHAREHOLDER. The parties acknowledge and agree that this
Agreement is contingent upon, and it shall be a condition subsequent to the effectiveness
of this Agreement that the Landlord shall have fully and forever released SELLER,
SHAREHOLDER and Amy G. Harris from all guarantor liability under the Lease.



11. Covenant Not to Compete; No Solicitation of Employees




(a) Covenant Not to Compete. For a period of three (3) years after the Effective
Time, none of SELLER or SHAREHOLDER shall directly or indirectly as an owner, partner,
principal, director, officer, employee, consultant, or agent of any person other than BUYER
or an Affiliate of BUYER or otherwise, compete with BUYER in any


 


15









 







exhibition business related to the Titanic in the state of Florida. This restrictive
covenant excludes any personal appearances, book signings or talks by SELLER or SHAREHOLDER,
provided SELLER or SHAREHOLDER will make best efforts to notify BUYER in advance and use
best efforts to promote BUYER’s Exhibition in connection with the foregoing activities.




(b) Non-Solicitation. SELLER agrees that, for a period of three years from
the date of this Agreement, it will not, directly or indirectly, solicit for employment or
hire any employee involved in the operation of the Orlando Exhibit (excluding Dave Walker,
Gail Allen) or any employee of BUYER; provided, however, that the foregoing provision will
not prevent SELLER from employing any such person who contacts SELLER on his or her own
initiative without any direct or indirect solicitation by or encouragement. For purposes
of this section, the publication of advertisements or other announcements in media of
general circulation and not directed to a specific person shall not be deemed to be a
solicitation. Likewise, any other general solicitation, including through a search firm,
and not specifically targeted at employees of the other party shall not constitute direct
or indirect solicitation or persuasion in breach of the covenant contained in this section.




(c) Remedies. If either SELLER or SHAREHOLDER violates any of their
obligations under this Section 11, BUYER may proceed against them in law or in equity for
such damages or other relief as a court may deem appropriate. SELLER and SHAREHOLDER
acknowledge that a violation of this Section 11 may cause BUYER to suffer irreparable harm
that may not be adequately compensated for by money damages. SELLER and SHAREHOLDER
therefore agree that, in the event of any actual or threatened violation of this Section 11
by any of them, BUYER will be entitled, in addition to any other remedies available to it,
to a temporary restraining order and to preliminary and final injunctive relief against
SELLER or SHAREHOLDER, as applicable, to prevent any violations of this Section 11, without
the necessity of posting a bond. SELLER and SHAREHOLDER agree that the time period for the
restrictions set forth in this Section 11 shall be tolled during any period of time that
SELLER or SHAREHOLDER, as applicable, are in breach of these restrictions.



12. Survival of Representations and Warranties. The representations and
warranties made by BUYER and SELLER this Agreement will survive the Effective Time for purposes
of bringing claims for indemnification pursuant to Section 13 below for a period of two years
(the “Survival Period”). With respect to any matter that is fraudulently or deliberately
concealed by one party from another there will be no limitation as to time (except for
applicable statutes of limitations). In the event written notice of any claim for
indemnification shall have been given within the applicable Survival Period, the
representations, warranties and covenants that are the subject of such indemnification claim
shall survive until such time as such claim is finally resolved notwithstanding the time
limitations set forth herein.


 


16









 





13. Indemnification.




(a) SELLER shall indemnify, defend and hold harmless BUYER and its officers, directors,
employees, agents and “affiliates” (as such term is defined in the manner specified in Rule
405 of the Securities Act of 1933) from and against any claim, liability, obligation, loss,
damage, assessment, or judgment (including, without limitation, reasonable attorney’s and
costs) of any kind or character (“Losses”) arising out of or in any manner incident,
relating or attributable to (i) any breach of a representation or breach of any warranty of
SELLER contained in this Agreement or in any Schedule, certificate, instrument or other
document or agreement executed and delivered by SELLER in accordance with this Agreement,
but subject to the Survival Period set forth in Section 15 above; and (ii) any failure by
SELLER or SHAREHOLDER to perform or observe any covenant, agreement or condition to be
performed or observed by it under this Agreement or under any Schedule, certificate,
instrument or other document or agreement executed by it in accordance with this Agreement.
In addition to the foregoing, SHAREHOLDER, jointly and severally with SELLER, shall
indemnify BUYER for any breach of the representations and warranties set forth in Section
5(f) of this Agreement.




(b) BUYER agrees to indemnify, defend and hold harmless SELLER, SHAREHOLDER and
SELLER’s officers, directors, employees, agents and Affiliates from and against any Losses
arising out of or in any manner incident, relating or attributable to (i) any breach of a
representation or warranty of BUYER contained in this Agreement, in any Schedule,
certificate, instrument or other document or agreement executed or delivered by BUYER in
accordance with this Agreement, but subject to the Survival Period set forth in Section 12
above; or (ii) any failure by BUYER to perform or observe any covenant, agreement or
condition to be performed or observed by it under this Agreement or under any Schedule,
certificate, instrument or other document or agreement executed by it in accordance with
this Agreement.




(c) If BUYER believes that a matter has occurred that entitles it to indemnification
under Section 13(a) (other than matters covered by subsection (d) below) or SELLER believes
that a matter has occurred that entitles it to indemnification under Section 16(b) (other
than matters covered by subsection (d) below), BUYER or SELLER, as the case may be (the
“Indemnified Party”), shall give prompt written notice to the party or parties against whom
indemnification is sought (each of whom is referred to herein as an “Indemnifying Party”)
describing such matter in reasonable detail, and in the case of indemnification for breach
of a representation or warranty in this Agreement, such notice must be delivered to the
Indemnifying Party prior to the expiration of the Survival Period. The Indemnified Party
shall be entitled to give such notice prior to the establishment of the amount of its Losses
and to supplement its claim from time to time thereafter by further notices as they are
established. The Indemnifying Party shall send a written response to such claim for
indemnification within ten (10) days after receipt of the claim stating its acceptance or
objection to the indemnification claim, and explaining its position with respect thereto in
reasonable detail. If the Indemnifying Party gives a timely objection notice, then the
parties will negotiate in good faith to attempt to resolve the dispute. Upon the expiration
of an additional ten (10) day period from the date of the objection notice or
such longer period as to which the Indemnified and Indemnifying Parties may agree, any such
dispute shall be resolved by a court of competent jurisdiction as provided for in Section
14(d).


 


17









 






(d) If a third person asserts a claim against an Indemnified Party in connection with a
matter giving rise to indemnification rights hereunder, the Indemnified Party shall promptly
(but in no event later than ten (10) days prior to the time at which an answer or other
responsive pleading or notice with respect to the claim is required) notify the Indemnifying
Party of such claim. The Indemnifying Party shall have the right, at its election, to
pursue the defense or settlement of such claim by giving prompt notice to the Indemnified
Party that it will do so, such election to be made and notice given in any event at least
five (5) days prior to the time at which an answer or other responsive pleading or notice
with respect thereto is required. If the Indemnifying Party makes such election, the
Indemnifying Party may conduct the defense of such claim through counsel of its choosing,
will be responsible for the expenses of such defense, may take all steps to defeat, settle
or compromise such claim and shall be bound by the results of its defense or settlement of
the claim to the extent it produces damage or loss to the Indemnified Party. Although an
Indemnifying Party may assume the defense of a claim with its own counsel, the Indemnified
Party may at its own cost engage counsel of its own choosing to participate in that defense;
provided, however, the Indemnifying Party must pay the cost of separate counsel for the
Indemnified Party if counsel for the Indemnifying Party concludes that it has a conflict of
interest in also representing the Indemnified Party. The Indemnifying Party shall not settle
such claims without prior written notice to and consultation with the Indemnified Party, and
no such settlement by the Indemnifying Party involving any injunction or material and
adverse effect on the Indemnified Party may be agreed to without the Indemnified Party’s
consent. As long as the Indemnifying Party is diligently contesting or seeking to settle
any such claim in good faith, the Indemnified Party shall not pay or settle any such claim.
If the Indemnifying Party does not make such election, or having made such election does not
proceed diligently to defend or settle such claim prior to the time at which an answer or
other responsive pleading or notice with respect thereto is required, or does not continue
diligently to contest or seek to settle such claim, then the Indemnified Party may conduct
the defense and proceed with such claim in its exclusive discretion, and the Indemnifying
Party shall be bound by any defense or settlement that the Indemnified Party may make in
good faith with respect to such claim. The parties agree to cooperate in defending such
third party claims, and the defending party shall have reasonable access to records,
information and personnel in control of the other party which are pertinent to the defense
thereof.



14. Miscellaneous




(a) Expenses. Each of the parties will pay its, his, or her own expenses incurred
in connection with the negotiation, execution, and performance of this Agreement and the
completion of the transactions contemplated by this Agreement, including the fees and
reimbursable expenses of counsel, accountants, and other advisers.


 


18









 






(b) Entire Agreement. This Agreement, the Schedules, certificates and other
documents referred to herein which form a part hereof, contains the entire understanding of
the parties hereto with respect to the subject matter contained herein and therein. This
Agreement supersedes all prior agreements and understandings (oral or written) between the
parties with respect to such subject matter. The parties hereto acknowledge and agree that
the only representations and warranties made by the parties in connection with the
transactions contemplated hereby are those expressly made in writing herein (including the
exhibits and Schedules hereto and the certificates and other agreements delivered in
accordance herewith). No oral representations or warranties have been made or implied by
any party hereto.




(c) Waiver. Any of the terms or conditions of this Agreement may be waived in
writing at any time by the party or parties that is entitled to the benefit of that term or
condition.




(d) Governing Law; Dispute Resolution. The validity, interpretation, and
enforceability of this Agreement will be governed by the laws of the State of Florida. Any
judicial proceeding brought against any of the parties to this Agreement on any dispute
arising out of this Agreement or any matter related hereto shall be brought in the
appropriate courts of the State of Florida in Hillsborough County, or the United States
District Court for the Middle District of Florida and neither party shall raise any
objection to such venue based on the doctrine of forum non-conveniens or any other basis.
By execution and delivery of the Agreement, each of the parties to this Agreement consents
to the exclusive jurisdiction of the aforesaid courts, waives any objection to venue therein
and irrevocably agrees to be bound by any judgment rendered thereby in connection with this
Agreement. Process in any such proceeding may be served on any party hereto anywhere. The
prevailing party in any such proceeding shall be entitled to an award of its attorney’s
fees, paralegal fees, costs and expenses incurred at the trial and appellate levels and in
any proceedings in Bankruptcy Court.




(e) Notices. Any notice or other communication required or permitted under this
Agreement will be adequately given when it is personally delivered; when it is sent by fax,
with confirmation of receipt; or one day after it is sent by overnight courier paid by the
sender, and addressed




To BUYER:

Premier Exhibitions, Inc.

3340 Peachtree Road, NE, Suite 900

Atlanta, GA 30326

Attn: Michael Little




To SELLER:

Worldwide Licensing & Merchandising, Inc.

16 Winston Drive

Belleair, Florida 33756

Attn: G. Michael Harris




To SHAREHOLDER:

G. Michael Harris

18 S. Pine Circle

Belleair, Florida 33756


 


19









 






Any party may change the address or fax number to which notices or other
communications are to be given by furnishing the other parties with written notice
of the change.




(f) Confidentiality. BUYER agrees that, until the closing takes place, BUYER and
its officers, directors, and other representatives will hold in strict confidence, and will
not use to the detriment of SELLER or SHAREHOLDER all data and information about the SELLER
Business that is disclosed to them by SELLER, SHAREHOLDER, or their advisers in connection
with this Agreement (except for any data or information that is publicly available or is
disclosed to BUYER by a source other than SELLER, SHAREHOLDER, or their advisers). If the
transactions contemplated by this Agreement are abandoned, BUYER will, upon reasonable
request by SHAREHOLDER, return to SHAREHOLDER or destroy any written documents in BUYER’s
possession that include such data or information, including worksheets, reports, lists,
memoranda, and other documents prepared by or made available to BUYER.




(g) Assignment. None of the parties may assign this Agreement, or any rights or
obligations set forth herein, without the prior written consent of the other party,
including the indemnification rights herein granted, except that SELLER may assign or
negotiate its rights under the Payment Obligation and its security interest in the Acquired
Assets. Nothing expressed or referred to herein is intended or shall be construed to give
any other person any legal or equitable right, remedy or claim hereunder.




(h) Table of Contents; Recitals; Headings. The Table of Contents, the preamble to
this Agreement, and the headings used in this Agreement are for convenience of reference
only and are not intended to affect the interpretation of this Agreement.




(i) Incorporation by Reference. To the extent that an item is disclosed in a
particular Schedule or subsection of a particular Schedule and such item is readily apparent
as being directly applicable to another Schedule or another subsection of the same Schedule,
such item will be deemed incorporated by reference in such other Schedule or such other
subsection of the same Schedule.




(j) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be an original and all of which taken together shall constitute one
instrument.


 


20









 






(k) Attorneys’ Fees. In the event of a litigation arising under this
Agreement or a dispute regarding any alleged breach, default, or claim for indemnification
arising out of this Agreement, the prevailing party in such litigation shall be entitled to
recover its reasonable attorneys’ fees and costs associated with litigation. In addition
to the foregoing, in the event BUYER prevails against SELLER or SHAREHOLDER in any
litigation arising under this Agreement, BUYER shall be entitled to set-off any
incurred reasonable legal fees under this Section against any additional installments then
due under the Payment Obligation.



[Signatures appear on following page]



 


21









 








IN WITNESS WHEREOF, BUYER, SELLER, and SHAREHOLDER have executed this Agreement on the date
first written above.



	 	 	 	 	 

	 	 	“BUYER”
	 
	 	 	 	 
	 	 	PREMIER EXHIBITIONS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Little
	 

	 	 	 
	 	 	Name: Michael Little
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	“SELLER”
	 
	 	 	 	 
	 	 	WORLDWIDE LICENSING & MERCHANDISING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ G. Michael Harris
	 

	 	 	 
	 	 	Name: G. Michael Harris
	 	 	Title: President
	 
	 	 	 	 
	 	 	“SHAREHOLDER”
	 
	 	 	 	 
	 	 	/s/ G. Michael Harris
	 	 	 
	 	 	G. Michael Harris






 


22











 





Schedule 2(a)(i)

Acquired Assets




Artifacts




	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location
	1
	 	Green hat	 	TTE	 	Departure
	2
	 	Oceanic postcard	 	TTE	 	MML
	3
	 	Megantic postcard	 	TTE	 	MML
	4
	 	Megantic postcard	 	TTE	 	MML
	5
	 	Balitc postcard	 	TTE	 	MML
	6
	 	Adriatic postcard	 	TTE	 	MML
	7
	 	Letter to exhbit from Millvina Dean’s family	 	TTE	 	Admiss
	 
	 	with photo of her holding ticket	 	 	 	xxxxxx
	8
	 	Big Titanic launch photo	 	TTE	 	Shipyard
	9
	 	Last Sunset large print	 	TTE	 	Boarding
	10
	 	WSL poster reproduction	 	TTE	 	Departure
	11
	 	Red WSL poster reproduction	 	TTE	 	Departure
	12
	 	Southampton to NY travel poster	 	TTE	 	Greeter
	13
	 	Olympic war poster	 	TTE	 	Greeter
	14
	 	Norddeutscher poster	 	TTE	 	Greeter
	15
	 	WSL European to US poster	 	TTE	 	Greeter
	16
	 	US/Canada WSL poster	 	TTE	 	Greeter
	17
	 	WSL travel poster facing left	 	TTE	 	Greeter
	18
	 	WSL travel poster facing right	 	TTE	 	Greeter
	19
	 	WSL info panel	 	TTE	 	Greeter
	20
	 	Departure info panel	 	TTE	 	Departure
	21
	 	Engineering plate XXXIX reproduction	 	TTE	 	Edith
	22
	 	Engineering plate XI reproduction	 	TTE	 	Edith
	23
	 	Lithograph- Olympic at sea	 	TTE	 	Departure
	24
	 	Bow under with flares print	 	TTE	 	Officer Hall
	25
	 	Capstan - Cameron's movie	 	TTE	 	Shipyard
	26
	 	Launch ticket reproduction	 	TTE	 	Shipyard
	27
	 	Large bow photo	 	TTE	 	Shipyard
	28
	 	Pulling the anchor photo	 	TTE	 	Shipyard
	29
	 	Large engine photo	 	TTE	 	Boiler
	30
	 	Boiler photo	 	TTE	 	Shipyard
	31
	 	Screw shaft photo	 	TTE	 	Shipyard
	32
	 	Launch photo	 	TTE	 	Shipyard
	33
	 	WSL travel poster dark wood frame	 	TTE	 	Departure
	34
	 	Cunard travel poster dark wood frame	 	TTE	 	Departure
	35
	 	Thomas Andrew s photo	 	TTE	 	Shipyard
	36
	 	Thomas Andrew s birth cert. reproduction	 	TTE	 	Edith
	37
	 	Ismay big sign	 	TTE	 	Greeter
	38
	 	Pierrie big sign	 	TTE	 	Greeter
	39
	 	Morgan big sign	 	TTE	 	Greeter
	40
	 	Blueprints reproduction	 	TTE	 	Boiler





 


23









 






	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location

	41
	 	H&W shipbuilder's sign	 	TTE	 	Greeter
	42
	 	Leaving Southampton photo	 	TTE	 	Departure
	43
	 	HG Lloyd's photo of Southampton dock	 	TTE	 	Departure
	44
	 	New spaper clippings, return trip	 	TTE	 	Boarding
	45
	 	Mid-sized return trip poster	 	TTE	 	mco office
	46
	 	Big Nomadic photo	 	TTE	 	Boarding
	47
	 	Large return trip poster reproduction	 	TTE	 	Departure
	48
	 	Trunk	 	TTE	 	Departure
	49
	 	Boots - musical	 	TTE	 	Departure
	50
	 	Movie bollard	 	TTE	 	Departure
	51
	 	B-38 photo	 	TTE	 	Edith
	52
	 	B-57 photo	 	TTE	 	Edith
	53
	 	Postcard booklet reproduction	 	TTE	 	Edith
	54
	 	Foreign travel brochures (3) reproduction	 	TTE	 	Boarding
	55
	 	Bitumastic advert. Reproduction	 	TTE	 	Edith
	56
	 	Engineering cutaway reproduction	 	TTE	 	Edith
	57
	 	Advert cutaway	 	TTE	 	Edith
	58
	 	Captain's uniform w /hat	 	TTE	 	Edith
	 
	 	Revealed	 	 	 	xxxxxx
	59
	 	Smoking room photo	 	TTE	 	1st class hall
	60
	 	Vinolia ad reproduction	 	TTE	 	Edith
	61
	 	Typing receipt reproduction	 	TTE	 	LOB
	62
	 	Thayer A La Carte receipt reproduction	 	TTE	 	LOB
	63
	 	Purser receipt reproduction	 	TTE	 	LOB
	64
	 	Turkish bath receipt reproduction	 	TTE	 	LOB
	65
	 	B-64 photo	 	TTE	 	Edith
	66
	 	Cross section of Titanic	 	TTE	 	Edith
	67
	 	Furnace, boiler, postcard reproductions	 	TTE	 	Boiler
	68
	 	Lifts, davits ad reproductions	 	TTE	 	Edith
	69
	 	Litosilo ad reproduction	 	TTE	 	Edith
	70
	 	First class cabin photo, large	 	TTE	 	Edith
	71
	 	Gym photo	 	TTE	 	Edith
	72
	 	Recreation silk sign	 	TTE	 	Edith
	73
	 	Ticket book	 	TTE	 	Departure
	74
	 	London Times return voyage ad	 	TTE	 	Boarding
	75
	 	Boston Evening Transcript return trip ad	 	TTE	 	Boarding
	76
	 	3rd class common room photo	 	TTE	 	1st class hall
	77
	 	1st class dining photo	 	TTE	 	1st class hall
	78
	 	2nd class dining photo	 	TTE	 	1st class hall
	79
	 	Turkish bath photo	 	TTE	 	Edith
	80
	 	Pool photo	 	TTE	 	Edith





 


24









 





	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location

	81
	 	Third class cabin photo	 	TTE	 	Edith
	82
	 	Second class ad booklet reproduction	 	TTE	 	Edith
	83
	 	Second class cabin photo	 	TTE	 	mco office
	84
	 	People wall (18 photos)	 	TTE	 	Edith
	85
	 	Passenger list with Cpt. Smith as Commander	 	TTE	 	LOB
	86
	 	Scotland Road silk sign	 	TTE	 	3rd class hall
	87
	 	Verandah Café photo	 	TTE	 	Verandah
	88
	 	Movie- Third class tickets (2)	 	TTE	 	3rd class hall
	89
	 	Foundering of Titanic sign	 	TTE	 	Aftermath
	90
	 	Sinking with flare picture	 	TTE	 	MML
	91
	 	Collision picture	 	TTE	 	MML
	92
	 	E deck sign movie	 	TTE	 	1st class hall
	93
	 	D deck sign movie	 	TTE	 	3rd class hall
	94
	 	Flat Calm sign with typo	 	TTE	 	Aftermath
	95
	 	Eva Hart photo	 	TTE	 	mco office
	96
	 	Movie crate silk sign	 	TTE	 	Cargo
	97
	 	Bride at work photo	 	TTE	 	Aftermath
	98
	 	Watertight door photo	 	TTE	 	Boiler
	99
	 	Color berg photo	 	TTE	 	Aftermath
	100
	 	Black and white photo reproduction	 	TTE	 	Aftermath
	101
	 	Black and white photo reproduction	 	TTE	 	Aftermath
	102
	 	Watertight door panel - movie	 	TTE	 	Bridge
	103
	 	Calling for help silk sign	 	TTE	 	Aftermath
	104
	 	Lifeboats picture	 	TTE	 	MML
	105
	 	Breaking picture	 	TTE	 	MML
	106
	 	Bow under picture	 	TTE	 	MML
	107
	 	Reconstruction picture	 	TTE	 	MML
	108
	 	NY Times 16 April 1912	 	TTE	 	Aftermath
	109
	 	Statue of Liberty image	 	TTE	 	Aftermath
	110
	 	Some other hand sign	 	TTE	 	Aftermath
	111
	 	New sboy photo	 	TTE	 	Aftermath
	112
	 	Central Canada Citizen	 	TTE	 	Aftermath
	113
	 	Big Southampton Engineer's memorial photo	 	TTE	 	Aftermath
	114
	 	Ft. Wayne New s 15 April 1912	 	TTE	 	Aftermath
	115
	 	Chicago Daily Tribue 17 April 1912	 	TTE	 	Aftermath
	116
	 	Conservation Miracle sign	 	TTE	 	Dive
	117
	 	Rusticle photo	 	TTE	 	Dive
	118
	 	Conserving photo	 	TTE	 	Dive
	119
	 	Artifact recovery sign	 	TTE	 	Dive
	120
	 	Nadir photo	 	TTE	 	Dive





 


25









 





	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location

	121
	 	Nautile photo	 	TTE	 	Dive
	122
	 	Dishes photo	 	TTE	 	Dive
	123
	 	Bow photo	 	TTE	 	Dive
	124
	 	Map	 	TTE	 	Dive
	125
	 	Dive 2000 large photo	 	TTE	 	Dive
	126
	 	Dive 2000 large photo	 	TTE	 	Dive
	127
	 	Dive 2000 large photo	 	TTE	 	Dive
	128
	 	Dive 2000 large photo	 	TTE	 	Dive
	129
	 	Dive 2000 large photo	 	TTE	 	Dive
	130
	 	Dive 2000 large photo	 	TTE	 	Dive
	131
	 	Bow model	 	TTE	 	Dive
	132
	 	Press kit photos (6)	 	TTE	 	MML
	133
	 	Press kit photos (6)	 	TTE	 	MML
	134
	 	Anatoly photo and bio	 	TTE	 	Dive
	135
	 	Presentation of plaque photo	 	TTE	 	Dive
	136
	 	Mike and Sebastian with Diane Sawyer	 	TTE	 	Dive
	137
	 	Titanica production photo-anatoly	 	TTE	 	Dive
	138
	 	Leo's costume reproduction	 	TTE	 	MML
	139
	 	2 large photos - movie (flying, moment)	 	TTE	 	MML
	140
	 	Jesus, Civil War, Titanic sign	 	TTE	 	mco office
	 
	 	Club 24 June 1980	 	 	 	xxxxxx
	142
	 	Postal cover Woody stamp reproduction	 	TTE	 	LOB
	143
	 	Ralph White 9x14 photos (17)	 	TTE	 	Dive
	144
	 	Ralph White large photo	 	TTE	 	Dive
	145
	 	Ralph White title page photo	 	TTE	 	Dive
	146
	 	Winnie Trout photos oval (2)	 	TTE	 	mco office
	147
	 	1997 expedition raising hull packet (ink drawing,	 	TTE	 	mco office
	 
	 	photo w /hull section marked, patch and co-	 	 	 	xxxxxx
	 
	 	ordinates, 2 letters	 	 	 	xxxxxx
	148
	 	Lifeboat 14 tow ing photo	 	TTE	 	mco office
	149
	 	Minia photo	 	TTE	 	Aftermath
	150
	 	Stevensgraph Titanic reproduction	 	TTE	 	LOB
	151
	 	Marconi olympic vs carpathia	 	TTE	 	Aftermath
	152
	 	Marconi olympic vs carpathia	 	TTE	 	Aftermath
	153
	 	Marconi olympic vs carpathia	 	TTE	 	Aftermath
	154
	 	Marconi olympic vs carpathia	 	TTE	 	Aftermath
	155
	 	3 recovery photos from Halifax	 	TTE	 	Storage
	156
	 	Molly photo	 	TTE	 	Aftermath
	157
	 	Copy of first class menu Titanic 14 April 1912	 	TTE	 	MML
	158
	 	canopic menu	 	TTE	 	Verandah
	159
	 	blue/white 2nd class saucer	 	TTE	 	Verandah
	160
	 	11/2/11 majestic menu	 	TTE	 	Verandah





 


26









 





	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location

	161
	 	4/2 menu reproduction	 	TTE	 	Verandah
	162
	 	4/12 menu reproduction	 	TTE	 	Verandah
	163
	 	1/3/10 adriatic menu	 	TTE	 	Verandah
	164
	 	12/29/09 adriatic menu	 	TTE	 	Verandah
	165
	 	1st class dinner plate	 	TTE	 	Verandah
	166
	 	Olympic new el post grand staircase panel	 	TTE	 	MML
	167
	 	St Louis Republican	 	TTE	 	Verandah
	168
	 	Daily Mirror 16 april 1912	 	TTE	 	Aftermath
	169
	 	Daily Mirror 17 april 1912	 	TTE	 	Aftermath
	170
	 	silk w all murals (45) exhibition and photos	 	TTE	 	Aftermath
	171
	 	Richmond april 26, 1912 new spaper	 	TTE	 	Verandah
	172
	 	time sept 23, 1985	 	TTE	 	mco office
	173
	 	time aug 3, 1987	 	TTE	 	mco office
	174
	 	newsweek sept. 16, 1985	 	TTE	 	mco office
	175
	 	time nov. 2, 1987	 	TTE	 	mco office
	176
	 	time sept. 16, 1985	 	TTE	 	mco office
	177
	 	people wkly march 16, 1998 (2)	 	TTE	 	mco office
	178
	 	seaport winter 1986	 	TTE	 	mco office
	179
	 	memories feb/mar 1989	 	TTE	 	mco office
	180
	 	le point sept 22, 1985	 	TTE	 	mco office
	181
	 	us news aug. 11, 1986	 	TTE	 	mco office
	182
	 	newsweek sept. 23, 1985	 	TTE	 	mco office
	183
	 	discover jan. 1988	 	TTE	 	mco office
	184
	 	People wkly aug. 20, 1998	 	TTE	 	mco office
	185
	 	fl television magazine tampa oct. 25, 1987 (4)	 	TTE	 	mco office
	186
	 	time july 21, 1997	 	TTE	 	mco office
	187
	 	Life June 1997	 	TTE	 	mco office
	188
	 	Seafaring tow n silk sign	 	TTE	 	mco office
	189
	 	Murdoch quote sign	 	TTE	 	Boarding
	190
	 	crystal reproduction w sl vase	 	TTE	 	Boiler
	191
	 	crystal reproduction goblets (2)	 	TTE	 	Tea Room
	192
	 	Jack Stew ard note w /w oman and cat photo repro	 	TTE	 	Tea Room





 


27









 





Office Furniture & Machines




File Cabinets (10)

Desk (6)

Phone System

Refrigerator w/ice maker

Cloth Stacking Chairs (15)

Conference Table




Store Fixtures & Exhibit Cases

Cash Safe

Gift Shop Display Fixtures

Cash wrap unit

Custom Armoire (2)

Artifact Display Cases (32)

Dinner show banquet chairs (100)

Dinner show 72” tables (25)

Actors Green Room

Mini Grand Stair Dom

Wine Cooler Refrigerator

Gift shop Bags Sm- Med- Lg-X Lg




Computers

(2) POS Computers (2)

 QuickBooks POS licenses

Computer (5)




Audio / Visual Equipment

DVD Players (6)

TV Monitors (9) Plasmas

TV Monitors (3)

Audio, Video, sound scapes, product

Queline & Ismay Video

Lighting, Show Control, Production

TV Racks (3)




Machinery & Equipment

High Lift

Emergency battery backup Exit signs

Fire Extinguishers (13)





 


28









 





Pallet Jack



Signs

8x8 (12mm)motion Video (deposit)

Parking Lot Sign




Props & Thematic Staging

Framed poster (lobby)

Entry Wood Doors & auto Trigger

Theater Podium & Ticket light

Ships rail Theater

Faux Ismay Bookshelf & Blue Print

16’ Fiberglass Propeller

Marconi radio room

Veranda Café

Cargo hold Renault

Water tight door indicator Movie

Ship’s Wheel / Telemotors

Starry Night Curtain

Acrylic Memorial Wall & light trig.

8’ Shipwreck Model (in case)

Grand Staircase & Titanic Cherub

First Class Parlor Suite — Complete

Boiler Room

1910 Original Ticket booth-Departure

Gantry — Departure

Iceberg

Starry Night & Lazer

Wood Gate (Departure)

Giant Wall Map

Water Tight Door

Boarding Ship’s Door

Cargo Fog Machine, timer, trigger

Cargo Boxes



 


29









 





Gangway

First Class Doors

Shipyard Warehouse doors green

20’ Titanic Photo Muriel Shipyard

Ballard Shipyard Titanic Movie

Shipyard Iron windows




Leasehold Improvements (may insure to benefit of Landlord)



DNA Custom Flooring & Paint

Palm Harbor Electric

Sheet Metal Starry Night HVAC

Pinnacle Fire Sprinkler

William Stone (dry wall)

Bathrooms remodel & Fixtures

Carpet Brokers

Access Door & Glass

Wizards

Security System

Exterior Titanic Mural

Framing, Woodwork

Foam Ceiling

Awnings

Exterior Speakers JBL

Grand Stair Dog Hatch & Motor




Intellectual Property Rights




All of Seller’s right, title in interest in and to the name “Titanic the Experience” and the
related websites of Seller.



 


30









 





Schedule 2(b)

Retained Assets




1. Shareholder Personal and Family Items




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Jack Steward note w /woman and cat photo re
	 	TTE	 	$	5.00	 	 	$	0.00	 	 	$	5.00	 	 	Aftermath
	1980 Mike Harris Sr. expedition jacket
	 	TTE	 	 	 	 	 	 	 	 	 	 	 	 	 	Dive
	1980 Mike Harris Sr. expedition hat
	 	TTE	 	 	 	 	 	 	 	 	 	 	 	 	 	Dive
	1980 expedition flag
	 	TTE	 	 	 	 	 	 	 	 	 	 	 	 	 	Dive
	Mike Harris Sr. photograph w /microphones
	 	TTE	 	 	 	 	 	 	 	 	 	 	 	 	 	Dive
	Mike Harris Sr. with Orson Wells photo
	 	TTE	 	 	 	 	 	 	 	 	 	 	 	 	 	Dive
	1980 Expedition side-scan sonar map
	 	TTE	 	$	500.00	 	 	$	125.00	 	 	$	625.00	 	 	Dive
	2” at depth crushed” signed 2005 cups
	 	TTE	 	$	50.00	 	 	$	0.00	 	 	$	50.00	 	 	Dive
	original foam 2005 cup
	 	TTE	 	$	20.00	 	 	$	0.00	 	 	$	20.00	 	 	Dive
	photos of plaques on bow (2)
	 	TTE	 	$	10.00	 	 	$	0.00	 	 	$	10.00	 	 	Dive
	cast cooler from 2005 dive
	 	TTE	 	$	125.00	 	 	$	0.00	 	 	$	125.00	 	 	Dive
	stamped postcard (5)
	 	TTE	 	$	20.00	 	 	$	0.00	 	 	$	20.00	 	 	Dive
	stamp for postcards
	 	TTE	 	$	50.00	 	 	$	0.00	 	 	$	50.00	 	 	Dive
	Guiness plaque
	 	TTE	 	$	600.00	 	 	$	0.00	 	 	$	600.00	 	 	Dive
	TTE plaque
	 	TTE	 	$	600.00	 	 	$	0.00	 	 	$	600.00	 	 	Dive
	photo showing guiness plaque being laid
	 	TTE	 	$	5.00	 	 	$	0.00	 	 	$	5.00	 	 	Dive
	Tampa articles from 1980
	 	TTE	 	$	100.00	 	 	$	0.00	 	 	$	100.00	 	 	Storage
	Titanic expedition press conf. invite Explorers
	 	TTE	 	$	150.00	 	 	$	0.00	 	 	$	150.00	 	 	mco office
	Club 24 June 1980
	 	 	 	 	 	 	 	xxxxxxxx	 	 	xxxxxx	 	 	xxxxxx
	Search for the Titanic poster signed by the
	 	TTE	 	$	500.00	 	 	$	125.00	 	 	$	625.00	 	 	MML
	Presentation of plaque photo
	 	TTE	 	$	50.00	 	 	$	0.00	 	 	$	50.00	 	 	Dive
	Mike and Sebastian with Diane Sawyer
	 	TTE	 	$	50.00	 	 	$	0.00	 	 	$	50.00	 	 	Dive
	Guiness award w /certifacte copy
	 	TTE	 	$	500.00	 	 	$	0.00	 	 	$	500.00	 	 	Dive
	Dive suit GMH 2000 expedition
	 	TTE	 	$	900.00	 	 	$	0.00	 	 	$	900.00	 	 	Dive
	Hats (3) 2000 Expedition GMH
	 	TTE	 	$	300.00	 	 	$	0.00	 	 	$	300.00	 	 	Dive
	National Geographic model from Secrets
	 	TTE	 	$	800.00	 	 	$	0.00	 	 	$	800.00	 	 	Aftermath
	Revealed Plexi glass 5 ft length
	 	 	 	 	 	 	 	xxxxxxxx	 	 	xxxxxx	 	 	xxxxxx








 




	 	 	 
	2.	 	Seller shall right to retain one (1) of the (3) licenses to use QuickBooks point of sale
software used at the Orlando Exhibit.

	 
	3.	 	All licenses for ADP software for employee / payroll management.

	 
	4.	 	All items located in Seller’s Orlando storage facility 6426 Milner Blvd, Suite 101, Orlando,
Florida 32809 other than gift bags.





 


31









 





Schedule 3(a)(ii)

Loan Artifacts




	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 
	1
	 	Cyrstal Vanaria	 	Brick	 	CV.1	 	Shipyard
	2
	 	Cyrstal Vanaria	 	Board	 	CV	 	Shipyard
	3
	 	Cyrstal Vanaria	 	Passenger list with ad for Titanic	 	CV	 	LOB
	4
	 	Cyrstal Vanaria	 	Set decking in shadowbox	 	CV	 	MML
	5
	 	Cyrstal Vanaria	 	Red dress	 	CV	 	Admiss
	6
	 	Denise Vanaria	 	Trunk with hangers	 	DV.1	 	Stateroom
	7
	 	Denise Vanaria	 	Bodice	 	DV.2	 	Stateroom
	8
	 	Denise Vanaria	 	Gloves	 	DV.3	 	Stateroom
	9
	 	Denise Vanaria	 	Gloves	 	DV.4	 	Stateroom
	10
	 	Denise Vanaria	 	Gloves	 	DV	 	Departure
	11
	 	Denise Vanaria	 	Nightgown with bloomers	 	DV	 	Departure
	12
	 	Denise Vanaria	 	Shoe buckles (2)	 	DV	 	LOB
	13
	 	Denise Vanaria	 	Collar	 	DV	 	LOB
	14
	 	Denise Vanaria	 	Pendant	 	DV	 	LOB
	15
	 	Denise Vanaria	 	Bracelet	 	DV	 	LOB
	16
	 	Denise Vanaria	 	Earrings	 	DV	 	LOB
	17
	 	Denise Vanaria	 	Child's purse	 	DV	 	LOB
	18
	 	Denise Vanaria	 	Gloves	 	DV	 	LOB
	19
	 	Denise Vanaria	 	Vintage postcard	 	DV	 	LOB
	20
	 	Denise Vanaria	 	Vintage postcard	 	DV	 	LOB
	21
	 	Denise Vanaria	 	Vintage postcard	 	DV	 	LOB
	22
	 	Denise Vanaria	 	Vintage postcard	 	DV	 	LOB
	23
	 	Denise Vanaria	 	Vintage postcard	 	DV	 	LOB
	24
	 	Denise Vanaria	 	Vintage postcard	 	DV	 	LOB
	25
	 	Denise Vanaria	 	Vintage postcard	 	DV	 	LOB
	26
	 	Denise Vanaria	 	Good Housekeeping April 1912	 	DV	 	LOB
	27
	 	Denise Vanaria	 	Bowler Hat	 	DV	 	LOB
	28
	 	Denise Vanaria	 	Bowler hat with case	 	DV	 	LOB
	29
	 	Denise Vanaria	 	Ladies World April 1912	 	DV	 	LOB
	30
	 	Denise Vanaria	 	April 1912 issue of Cosmopoliton	 	DV	 	LOB
	31
	 	Denise Vanaria	 	Boots	 	DV	 	LOB
	32
	 	Denise Vanaria	 	Parasol	 	DV	 	LOB
	33
	 	Denise Vanaria	 	Vintage cotton dress and shoes	 	DV	 	Stateroom
	34
	 	Denise Vanaria	 	vintage hat	 	DV	 	Stateroom
	35
	 	Jeff Deal	 	Framed Smoking Room Tile	 	TTE (JD)	 	LOB
	36
	 	Jeff Deal	 	Wsl cloissone pin	 	TTE (JD)	 	LOB
	37
	 	Jeff Deal	 	Mini-frame — Titanic passenger Maybelle Thorne	 	TTE (JD)	 	LOB
	38
	 	Jeff Deal	 	April 2, 1912 titanic menu  — repro	 	TTE (JD)	 	LOB
	39
	 	Jeff Deal	 	titanic stationary replica	 	TTE (JD)	 	LOB
	40
	 	Jeff Deal	 	Titanic card table felt	 	TTE (JD)	 	LOB
	41
	 	Jeff Deal	 	H/W archive photo Olympic smoking room	 	TTE (JD)	 	LOB
	42
	 	Jeff Deal	 	THS 1982 Smoking Room render	 	TTE (JD)	 	LOB
	43
	 	Jeff Deal	 	Olympic stationary	 	TTE (JD)	 	LOB
	44
	 	Jeff Deal	 	Olympic mail tag sticker	 	TTE (JD)	 	LOB
	45
	 	Jeff Deal	 	WSL purchase receipt June 15, 1908	 	TTE (JD)	 	LOB
	46
	 	Jeff Deal	 	First class plain boullion dish, no back markings	 	TTE (JD)	 	Verandah
	47
	 	Jeff Deal	 	First class plain boullion dish, marked on back Bridgwood	 	TTE (JD)	 	Verandah
	48
	 	Jeff Deal	 	Olympic star menu holder	 	TTE (JD)	 	Verandah
	49
	 	Jeff Deal	 	3rd class titanic menu replica	 	TTE (JD)	 	Verandah





 


32









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	50
	 	Jeff Deal	 	Olympic feb 1912 menu	 	TTE (JD)	 	Verandah
	51
	 	Jeff Deal	 	Framed Turkish Bath Cooling Room Collage	 	TTE (JD)	 	Edith
	52
	 	Jeff Deal	 	Cooling room tile piece	 	TTE (JD)	 	Edith
	53
	 	Jeff Deal	 	Edith Haisman biography  — signed	 	TTE (JD)	 	Edith
	54
	 	Jeff Deal	 	Mourning pin  — Mary Newell	 	TTE (JD)	 	Aftermath
	55
	 	Jeff Deal	 	Annie Caton watch  — engraved	 	TTE (JD)	 	Aftermath
	56
	 	Jeff Deal	 	Brittanic 1st class wood unframed from 1st class bridge entrance	 	TTE (JD)	 	Aftermath
	57
	 	Jeff Deal	 	Britannic lifeboat whistle	 	TTE (JD)	 	Aftermath
	58
	 	Jeff Deal	 	Marie Walsh photo (Annie Caton's daughter)	 	TTE (JD)	 	Aftermath
	59
	 	Jeff Deal	 	Annie Caton transfer orders	 	TTE (JD)	 	Aftermath
	60
	 	Jeff Deal	 	Annie Caton farm photo	 	TTE (JD)	 	Aftermath
	61
	 	Jeff Deal	 	Annie Caton and stewardesses photo	 	TTE (JD)	 	Aftermath
	62
	 	Jeff Deal	 	Annie Caton and statue photo	 	TTE (JD)	 	Aftermath
	63
	 	Jeff Deal	 	Odell family negative	 	TTE (JD)	 	Aftermath
	64
	 	Jeff Deal	 	Reading Room negative	 	TTE (JD)	 	Aftermath
	65
	 	Jeff Deal	 	Deck Father Browne self portrait negative	 	TTE (JD)	 	Aftermath
	66
	 	Jeff Deal	 	Bride/Phillips Negative	 	TTE (JD)	 	Aftermath
	67
	 	Jeff Deal	 	Bride/Phillips Negative	 	TTE (JD)	 	Aftermath
	68
	 	Jeff Deal	 	Odell lounging negative	 	TTE (JD)	 	Aftermath
	69
	 	Jeff Deal	 	Sister negative	 	TTE (JD)	 	Aftermath
	70
	 	Jeff Deal	 	Mustache guy and ship negs	 	TTE (JD)	 	Aftermath
	71
	 	Jeff Deal	 	ANTR premeire negative	 	TTE (JD)	 	Aftermath
	72
	 	Jeff Deal	 	Ship negative	 	TTE (JD)	 	Aftermath
	73
	 	Jeff Deal	 	2 odell negatives	 	TTE (JD)	 	Aftermath
	74
	 	Jeff Deal	 	promanade deck negative	 	TTE (JD)	 	Aftermath
	75
	 	Jeff Deal	 	Crane and ship negative	 	TTE (JD)	 	Aftermath
	76
	 	Jeff Deal	 	3 people negative x3	 	TTE (JD)	 	Aftermath
	77
	 	Jeff Deal	 	Bride/Phillips negative and odell negative	 	TTE (JD)	 	Aftermath
	78
	 	Jeff Deal	 	Ship and Haisman negatives	 	TTE (JD)	 	Aftermath
	79
	 	Jeff Deal	 	Belfast 2 negatives	 	TTE (JD)	 	Aftermath
	80
	 	Jeff Deal	 	Bride/Phillips Negative	 	TTE (JD)	 	Aftermath
	81
	 	Jeff Deal	 	Wheelhouse negative	 	TTE (JD)	 	Aftermath
	82
	 	Jeff Deal	 	Odell family negative	 	TTE (JD)	 	Aftermath
	83
	 	Jeff Deal	 	Father Brown room negative	 	TTE (JD)	 	Aftermath
	84
	 	Jeff Deal	 	Odell lounging negative	 	TTE (JD)	 	Aftermath
	85
	 	Jeff Deal	 	Writing room negative	 	TTE (JD)	 	Aftermath
	86
	 	Jeff Deal	 	REading Room negative	 	TTE (JD)	 	Aftermath
	87
	 	Jeff Deal	 	Father Brown self portrait deck negative	 	TTE (JD)	 	Aftermath
	88
	 	Jeff Deal	 	Odell lounging negative	 	TTE (JD)	 	Aftermath
	89
	 	Jeff Deal	 	Framed Mooring Bollard piece	 	TTE (JD)	 	Dive
	90
	 	Jeff Deal	 	Underwater Big Piece retrieval photo	 	TTE (JD)	 	Dive
	91
	 	Jeff Deal	 	Big Piece on display photo	 	TTE (JD)	 	Dive
	92
	 	Jeff Deal	 	Big Piece on display with plaque photo	 	TTE (JD)	 	Dive
	93
	 	Jeff Deal	 	Big Piece on display (vegas?) photo	 	TTE (JD)	 	Dive
	94
	 	Jeff Deal	 	Big Piece on display with plaque photo	 	TTE (JD)	 	Dive
	95
	 	Jeff Deal	 	Underwater longshot Big Piece retrieval	 	TTE (JD)	 	Dive
	96
	 	Jeff Deal	 	Above water Big Piece retrieval	 	TTE (JD)	 	Dive
	97
	 	Jeff Deal	 	Bollard conservation photo	 	TTE (JD)	 	Dive
	98
	 	Jeff Deal	 	Bollard on side photo	 	TTE (JD)	 	Dive
	99
	 	Jeff Deal	 	Bollard on side photo	 	TTE (JD)	 	Dive
	100
	 	Jeff Deal	 	Bollard on side photo	 	TTE (JD)	 	Dive





 


33









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	101
	 	Jeff Deal	 	Bollard on display photo	 	TTE (JD)	 	Dive
	102
	 	Jeff Deal	 	Framed metal pieces of Big Piece	 	TTE (JD)	 	Dive
	103
	 	Jeff Deal	 	Signed Movie Script	 	TTE (JD)	 	MML
	104
	 	Jeff Deal	 	Titanic photo signed by M. Dean w/providence photo	 	TTE (JD)	 	MML
	105
	 	Jeff Deal	 	Letter to Mr. Chappell by M. Dean	 	TTE (JD)	 	MML
	106
	 	Jeff Deal	 	Bentham landing card copy signed by M. Dean	 	TTE (JD)	 	MML
	107
	 	Jeff Deal	 	Titanic photo signed by M. Dean as “Daddy’s Titanic Girlfriend!”	 	TTE (JD)	 	MML
	108
	 	Jeff Deal	 	Iceberg photo signed by M. Dean	 	TTE (JD)	 	MML
	109
	 	Jeff Deal	 	Framed Movie Place Setting (knife, fork, plate)	 	TTE (JD)	 	MML
	110
	 	Jeff Deal	 	Framed Lifeboat Plaque	 	TTE (JD)	 	MML
	111
	 	Jeff Deal	 	Framed Rose's butterfly hair comb	 	TTE (JD)	 	MML
	112
	 	Jeff Deal	 	Framed Rose "safe" note	 	TTE (JD)	 	MML
	113
	 	Jeff Deal	 	Framed Movie dinner plate	 	TTE (JD)	 	MML
	114
	 	Jeff Deal	 	Framed forward/reverse movie luggage tags	 	TTE (JD)	 	MML
	115
	 	Jeff Deal	 	Framed Movie reverse boarding ticket	 	TTE (JD)	 	MML
	116
	 	Jeff Deal	 	Framed 2nd class passenger list	 	TTE (JD)	 	MML
	117
	 	Jeff Deal	 	Movie “steel” piece (wood with paint and rivets) unframed	 	TTE (JD)	 	MML
	118
	 	Jeff Deal	 	Blue Peterman purse — movie replica	 	TTE (JD)	 	MML
	119
	 	Jeff Deal	 	White Peterman purse  — movie replica	 	TTE (JD)	 	MML
	120
	 	Jeff Deal	 	Black Peterman purse  — movie replica	 	TTE (JD)	 	MML
	121
	 	Jeff Deal	 	Acme whistle  — movie replica	 	TTE (JD)	 	MML
	122
	 	Jeff Deal	 	Move star menu holder	 	TTE (JD)	 	MML
	123
	 	Jeff Deal	 	Gloria Stuart autograph	 	TTE (JD)	 	MML
	124
	 	Jeff Deal	 	Jack/Rose photo w/ her wearing butterfly hairpiece	 	TTE (JD)	 	MML
	125
	 	Jeff Deal	 	Jack/Rose on deck photo	 	TTE (JD)	 	MML
	126
	 	Jeff Deal	 	Rose photos (6) from her dresser at end of movie	 	TTE (JD)	 	MML
	127
	 	Jeff Deal	 	Photo of movie model (2)	 	TTE (JD)	 	MML
	128
	 	Jeff Deal	 	B/W photo of D-deck escape Jack/Rose	 	TTE (JD)	 	MML
	129
	 	Jeff Deal	 	B/W photo Jack/Rose deck day scene	 	TTE (JD)	 	MML
	130
	 	Jeff Deal	 	2 Forward blue diamond luggage tags  — movie	 	TTE (JD)	 	MML
	131
	 	Jeff Deal	 	2 Reverse blue diamond luggage tags  — movie	 	TTE (JD)	 	MML
	132
	 	Jeff Deal	 	Red not wanted luggage tag  — movie	 	TTE (JD)	 	MML
	133
	 	Jeff Deal	 	2 Red diamond luggage tags  — movie	 	TTE (JD)	 	MML
	134
	 	Jeff Deal	 	Forward blue not wanted luggage tag  — movie	 	TTE (JD)	 	MML
	135
	 	Jeff Deal	 	Reverse blue not wanted luggage tag  — movie	 	TTE (JD)	 	MML
	136
	 	Jeff Deal	 	Tie luggage tag  — movie	 	TTE (JD)	 	MML
	137
	 	Jeff Deal	 	Movie folding menu	 	TTE (JD)	 	MML
	138
	 	Jeff Deal	 	Rose writing note	 	TTE (JD)	 	MML
	139
	 	Jeff Deal	 	$20 bill movie prop used by Cal	 	TTE (JD)	 	MML
	140
	 	Jeff Deal	 	Sheet 3 forward diamond lug stickers blue	 	TTE (JD)	 	MML
	141
	 	Jeff Deal	 	Sheet 3 reverse diamond lug stickers blue	 	TTE (JD)	 	MML
	142
	 	Jeff Deal	 	Sheet 2 not wanted forward lug stickers blue	 	TTE (JD)	 	MML
	143
	 	Jeff Deal	 	Sheet 2 not wanted reverse lug stickers blue	 	TTE (JD)	 	MML
	144
	 	Jeff Deal	 	Movie poster signed by Millvina Dean	 	TTE (JD)	 	MML
	145
	 	Jeff Deal	 	H/W archive photo Olympic dining room	 	TTE (JD)	 	Tea Room
	146
	 	Jeff Deal	 	H/W archive photo Olympic Parisian Cafe	 	TTE (JD)	 	Tea Room
	147
	 	Jeff Deal	 	Grand Staircase HW photo	 	TTE (JD)	 	mco office
	148
	 	Jeff Deal	 	Grand Staircase HW photo  — clock	 	TTE (JD)	 	mco office
	149
	 	Jeff Deal	 	Map room photo	 	TTE (JD)	 	mco office
	150
	 	Jeff Deal	 	Officer photo	 	TTE (JD)	 	mco office





 


34









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	151
	 	Jeff Deal	 	Minia photo	 	TTE (JD)	 	mco office
	152
	 	Jeff Deal	 	Lifejacket -movie	 	TTE (JD)	 	mco office
	153
	 	Jeff Deal	 	Deck chair  — movie	 	TTE (JD)	 	mco office
	154
	 	Jeff Deal	 	Sisters Photo	 	TTE (JD)	 	mco office
	155
	 	Jeff Deal	 	Haisman photo	 	TTE (JD)	 	mco office
	156
	 	Jeff Deal	 	TWS Brown photo	 	TTE (JD)	 	mco office
	157
	 	Jeff Deal	 	TWS Brown/Haisman photo (2)	 	TTE (JD)	 	mco office
	158
	 	Jeff Deal	 	ANTR premeire photo	 	TTE (JD)	 	mco office
	159
	 	Jeff Deal	 	Father Brown deck "self portrait"	 	TTE (JD)	 	mco office
	160
	 	Jeff Deal	 	Father Brown deck chairs photo	 	TTE (JD)	 	mco office
	161
	 	Jeff Deal	 	Father Brown writing room photo	 	TTE (JD)	 	mco office
	162
	 	Jeff Deal	 	Father Brown Lily Odell photo	 	TTE (JD)	 	mco office
	163
	 	Jeff Deal	 	Father Brown Jack Odell photo	 	TTE (JD)	 	mco office
	164
	 	Jeff Deal	 	Phillips/Bride photo	 	TTE (JD)	 	mco office
	165
	 	Jeff Deal	 	Father Brown room photo	 	TTE (JD)	 	mco office
	166
	 	Jeff Deal	 	Britannic photo	 	TTE (JD)	 	mco office
	167
	 	Jeff Deal	 	Framed Grand Staircase piece Britannic w/painting	 	TTE (JD)	 	Aftermath
	168
	 	Lee & Kelly Everitt	 	Grand Staircase wood reproduction + 2 photos	 	LKE	 	G Staircase
	169
	 	Lee & Kelly Everitt	 	Rigging Blueprint reproduction	 	LKE	 	Edith
	170
	 	Lee & Kelly Everitt	 	Launch ticket	 	LKE	 	Shipyard
	171
	 	Lee & Kelly Everitt	 	Reproduction color Queens Island photo	 	LKE	 	Shipyard
	172
	 	Lee & Kelly Everitt	 	Board	 	LKE.31	 	Shipyard
	173
	 	Lee & Kelly Everitt	 	Board	 	LKE.32	 	Shipyard
	174
	 	Lee & Kelly Everitt	 	Board	 	LKE.33	 	Shipyard
	175
	 	Lee & Kelly Everitt	 	Board	 	LKE.34	 	Shipyard
	176
	 	Lee & Kelly Everitt	 	Brick	 	LKE.61	 	Shipyard
	177
	 	Lee & Kelly Everitt	 	Full 5pps repro 1st class china set	 	LKE	 	MML
	178
	 	Lee & Kelly Everitt	 	1st class stateroom tag with string	 	LKE	 	Departure
	179
	 	Lee & Kelly Everitt	 	1st class stateroom tag with string	 	LKE	 	Departure
	180
	 	Lee & Kelly Everitt	 	2nd class stateroom tag with string	 	LKE	 	Departure
	181
	 	Lee & Kelly Everitt	 	round F 1st class sticker	 	LKE	 	Departure
	182
	 	Lee & Kelly Everitt	 	round R 1st class sticker	 	LKE	 	Departure
	183
	 	Lee & Kelly Everitt	 	diamond 1st class sticker	 	LKE	 	Departure
	184
	 	Lee & Kelly Everitt	 	2nd class not wanted sticker	 	LKE	 	Departure
	185
	 	Lee & Kelly Everitt	 	Square K luggage sticker	 	LKE	 	Departure
	186
	 	Lee & Kelly Everitt	 	Round K luggage sticker	 	LKE	 	Departure
	187
	 	Lee & Kelly Everitt	 	Square T luggage sticker	 	LKE	 	Departure
	188
	 	Lee & Kelly Everitt	 	Blue R hold luggage sticker	 	LKE	 	Departure
	189
	 	Lee & Kelly Everitt	 	Gantry postcard	 	LKE.70	 	Shipyard
	190
	 	Lee & Kelly Everitt	 	Engine testing room floor block	 	LKE.4	 	Shipyard
	191
	 	Lee & Kelly Everitt	 	Large gantry piece	 	LKE.14	 	Shipyard
	192
	 	Lee & Kelly Everitt	 	Photo with gantry piece	 	LKE.15	 	Shipyard
	193
	 	Lee & Kelly Everitt	 	Photo with gantry piece	 	LKE.16	 	Shipyard
	194
	 	Lee & Kelly Everitt	 	Photo with gantry piece	 	LKE.17	 	Shipyard
	195
	 	Lee & Kelly Everitt	 	Engineering plate partial deck plan	 	LKE	 	Shipyard
	196
	 	Lee & Kelly Everitt	 	Rivet	 	LKE.26	 	Shipyard
	197
	 	Lee & Kelly Everitt	 	Broken horizonal rivet	 	LKE.27	 	Shipyard
	198
	 	Lee & Kelly Everitt	 	Blai	 	LKE.28a	 	Shipyard
	199
	 	Lee & Kelly Everitt	 	Blai	 	LKE.28b	 	Shipyard
	200
	 	Lee & Kelly Everitt	 	Blai	 	LKE.28c	 	Shipyard





 


35









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	201
	 	Lee & Kelly Everitt	 	Chain	 	LKE.18	 	Shipyard
	202
	 	Lee          &   Kelly Everitt	 	Photo with chain	 	LKE.19	 	Shipyard
	203
	 	Lee          &            Kelly Everitt	 	Photo with chain	 	LKE.20	 	Shipyard
	204
	 	Lee          &            Kelly Everitt	 	Photo with chain	 	LKE.21	 	Shipyard
	205
	 	Lee          &            Kelly Everitt	 	Caulker's Piecework Rates 1900	 	LKE.22	 	LOB
	206
	 	Lee          &            Kelly Everitt	 	Belfast District Demarcation 1904	 	LKE.23	 	LOB
	207
	 	Lee          &            Kelly Everitt	 	Memorandum of Agreement 1914	 	LKE.24	 	LOB
	208
	 	Lee          &            Kelly Everitt	 	Rates for Making and Fitting Liners 1919	 	LKE.25	 	LOB
	209
	 	Lee          &            Kelly Everitt	 	Shipbuilder	 	LKE.37	 	LOB
	210
	 	Lee          &            Kelly Everitt	 	Black and white brochure	 	LKE.29	 	LOB
	211
	 	Lee          &            Kelly Everitt	 	Red brochure	 	LKE.31	 	LOB
	212
	 	Lee          &            Kelly Everitt	 	3 funnel photo	 	LKE.32	 	LOB
	213
	 	Lee          &            Kelly Everitt	 	Des Moines Capital 16 April 1912	 	LKE	 	Aftermath
	214
	 	Lee          &            Kelly Everitt	 	NY Harbor map, vintage	 	LKE	 	Departure
	215
	 	Lee          &            Kelly Everitt	 	Ship registry reproduction	 	LKE	 	Shipyard
	216
	 	Lee          &            Kelly Everitt	 	Night Nomadic in Paris photo	 	LKE.1	 	Boarding
	217
	 	Lee          &            Kelly Everitt	 	Night Nomadic in Paris photo	 	LKE.2	 	Boarding
	218
	 	Lee          &            Kelly Everitt	 	3 photos, informal ribbons, authentic Trans-	 	LKE.5-	 	Edith
	219
	 	Lee          &            Kelly Everitt	 	port decoration, authentic RNR Long Service	 	11	 	xxxxxx
	220
	 	Lee          &            Kelly Everitt	 	Decoration with box	 	 	 	xxxxxx
	221
	 	Lee          &            Kelly Everitt	 	Titanic deck plan reproduction	 	LKE	 	Edith
	222
	 	Lee          &            Kelly Everitt	 	Advanced passenger list	 	LKE	 	LOB
	223
	 	Lee          &            Kelly Everitt	 	Flags and Funnels book	 	LKE	 	LOB
	224
	 	Lee          &            Kelly Everitt	 	Cufflinks reproduction	 	LKE.30	 	LOB
	225
	 	Lee          &            Kelly Everitt	 	Amy bracelet reproduction	 	LKE.14	 	LOB
	226
	 	Lee          &            Kelly Everitt	 	Amy Stanley photo	 	LKE.56	 	LOB
	227
	 	Lee          &            Kelly Everitt	 	Vintage diary, mentions Astors	 	LKE.31	 	LOB
	228
	 	Lee          &            Kelly Everitt	 	Postcard reproduction	 	LKE.38	 	LOB
	229
	 	Lee          &            Kelly Everitt	 	Postcard reproduction	 	LKE.39	 	LOB
	230
	 	Lee          &            Kelly Everitt	 	Postcard reproduction	 	LKE	 	LOB
	231
	 	Lee          &            Kelly Everitt	 	Postcard reproduction	 	LKE	 	LOB
	232
	 	Lee          &            Kelly Everitt	 	Hotel card reproduction	 	LKE.40	 	LOB
	233
	 	Lee          &            Kelly Everitt	 	Eleanor Shuman signed second class dining	 	LKE.42	 	LOB
	234
	 	Lee          &            Kelly Everitt	 	room postcard	 	 	 	Xxxxxx
	235
	 	Lee          &            Kelly Everitt	 	WSL clothes hanger	 	LKE	 	LOB
	236
	 	Lee          &            Kelly Everitt	 	Postcard reproduction	 	LKE.43	 	LOB
	237
	 	Lee          &            Kelly Everitt	 	Officer button - Liverpool	 	lke.47	 	LOB
	238
	 	Lee          &            Kelly Everitt	 	Officer button - London	 	lke.48	 	LOB
	239
	 	Lee          &            Kelly Everitt	 	Officer button	 	LKE	 	LOB
	240
	 	Lee          &            Kelly Everitt	 	shirt officer button	 	LKE	 	LOB
	241
	 	Lee          &            Kelly Everitt	 	cuff officer button	 	LKE	 	LOB
	242
	 	Lee          &            Kelly Everitt	 	Postcard reproduction	 	LKE	 	LOB
	243
	 	Lee          &            Kelly Everitt	 	Matchbook cover	 	Lke.49	 	LOB
	244
	 	Lee          &            Kelly Everitt	 	Smoking Room Entrance photo	 	LKE.121	 	mco office
	245
	 	Lee          &            Kelly Everitt	 	pool tile from Olympic	 	LKE	 	LOB
	246
	 	Lee          &            Kelly Everitt	 	pool tile from Olympic	 	LKE	 	LOB
	247
	 	Lee          &            Kelly Everitt	 	Barber Shop photo	 	LKE.122	 	LOB
	248
	 	Lee          &            Kelly Everitt	 	Passenger list reproduction	 	LKE	 	LOB
	249
	 	Lee          &            Kelly Everitt	 	blue deck of cards with box	 	LKE	 	LOB
	250
	 	Lee          &            Kelly Everitt	 	WSL deck of cards with box	 	LKE.37	 	LOB





 


36









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	251
	 	Lee & Kelly Everitt	 	Framed Titanic floor tile, first class smoking rm	 	LKE.30	 	LOB
	252
	 	Lee          &    Kelly Everitt	 	Flag and funnels book with pencil	 	LKE.118	 	Storage
	253
	 	Lee          &            Kelly Everitt	 	Music book reproduction	 	LKE.119	 	Storage
	254
	 	Lee          &            Kelly Everitt	 	dinner knife (no indentions)	 	LKE	 	Verandah
	255
	 	Lee          &            Kelly Everitt	 	serving spoon	 	LKE	 	Verandah
	256
	 	Lee          &            Kelly Everitt	 	#38 napikin ring	 	LKE	 	Verandah
	257
	 	Lee          &            Kelly Everitt	 	3rd class oval veg bowl	 	LKE	 	Verandah
	258
	 	Lee          &            Kelly Everitt	 	3rd class rim soup	 	LKE	 	Verandah
	259
	 	Lee          &            Kelly Everitt	 	3rd class rim soup bowl underwater photo	 	LKE	 	Verandah
	260
	 	Lee          &            Kelly Everitt	 	3rd class mug	 	LKE	 	Verandah
	261
	 	Lee          &            Kelly Everitt	 	silver dessert bowl w/plate (set)	 	LKE	 	Verandah
	262
	 	Lee          &            Kelly Everitt	 	copper sugar bowl	 	LKE	 	Verandah
	263
	 	Lee          &            Kelly Everitt	 	polished silver creamer	 	LKE	 	Verandah
	264
	 	Lee          &            Kelly Everitt	 	creamer	 	LKE	 	Verandah
	265
	 	Lee          &            Kelly Everitt	 	Grand Staircase photo (Dornan)	 	LKE	 	Edith
	266
	 	Lee          &            Kelly Everitt	 	Olympic moulding  — short	 	LKE	 	Edith
	267
	 	Lee          &            Kelly Everitt	 	Illustrated London News 27 April 1912	 	LKE	 	Aftermath
	268
	 	Lee          &            Kelly Everitt	 	Lowe's dischage reproduction	 	LKE	 	Aftermath
	269
	 	Lee          &            Kelly Everitt	 	Washington Post 21 April 1912	 	LKE.35	 	Aftermath
	270
	 	Lee          &            Kelly Everitt	 	Evening Star 20 April 1912	 	LKE.59	 	Aftermath
	271
	 	Lee          &            Kelly Everitt	 	Stead the Man book	 	LKE.32	 	Aftermath
	272
	 	Lee          &            Kelly Everitt	 	The Life of WT Stead book	 	LKE.33	 	Aftermath
	273
	 	Lee          &            Kelly Everitt	 	WT Stead photo	 	LKE.55	 	Aftermath
	274
	 	Lee          &            Kelly Everitt	 	Postcard of Southampton Engineer’s memorial	 	LKE.56	 	Aftermath
	275
	 	Lee          &            Kelly Everitt	 	Lillian Bentham landing card reproduction	 	LKE.57	 	Aftermath
	276
	 	Lee          &            Kelly Everitt	 	silver ash tray	 	LKE	 	LOB
	277
	 	Lee          &            Kelly Everitt	 	large piece olympic deck wood	 	LKE	 	LOB
	278
	 	Lee          &            Kelly Everitt	 	medium piece olympic deck wood	 	LKE	 	LOB
	279
	 	Lee          &            Kelly Everitt	 	small piece olympic deck wood	 	LKE	 	LOB
	280
	 	Lee          &            Kelly Everitt	 	fish “butterfly” knife	 	LKE	 	Verandah
	281
	 	Lee          &            Kelly Everitt	 	relief fund cheque	 	LKE	 	Verandah
	282
	 	Lee          &            Kelly Everitt	 	memorial music post card	 	LKE	 	MML
	283
	 	Lee          &            Kelly Everitt	 	med. Orient cruise arabic postcard	 	LKE	 	MML
	284
	 	Lee          &            Kelly Everitt	 	arabic post card	 	LKE	 	MML
	285
	 	Lee          &            Kelly Everitt	 	arabic post card	 	LKE	 	MML
	286
	 	Lee          &            Kelly Everitt	 	repro 1st class dinner plate	 	LKE	 	Tea Room
	287
	 	Lee          &            Kelly Everitt	 	WSL button in frame	 	LKE	 	MML
	288
	 	Lee          &            Kelly Everitt	 	8x10 signed Millvena Dean of Titanic	 	LKE	 	MML
	289
	 	Lee          &            Kelly Everitt	 	Millvenia Dean signed postcard for exhibit	 	LKE	 	MML
	290
	 	Lee          &            Kelly Everitt	 	adriatic post card	 	LKE	 	MML
	291
	 	Lee          &            Kelly Everitt	 	NY American 17 April 1912 reproduction	 	LKE	 	Aftermath
	292
	 	Lee          &            Kelly Everitt	 	Carpathia photo	 	LKE.55	 	Aftermath
	293
	 	Lee          &            Kelly Everitt	 	Relief fund cheque reproductions	 	LKE.53	 	Aftermath
	294
	 	Lee          &            Kelly Everitt	 	Relief fund cheque reproductions	 	LKE	 	Aftermath
	295
	 	Lee          &            Kelly Everitt	 	Lifeboat 14 towing Collapsible D photo	 	LKE.54	 	Aftermath
	296
	 	Lee          &            Kelly Everitt	 	Wendia Heininen corpse photo	 	LKE.55	 	Aftermath
	297
	 	Lee          &            Kelly Everitt	 	Wendia Heininen headstone photo	 	LKE.56	 	Aftermath
	298
	 	Lee          &            Kelly Everitt	 	3 movie promo photos	 	LKE	 	MML
	299
	 	Lee          &            Kelly Everitt	 	Benefit concert ticket reproduction	 	LKE.57	 	Aftermath
	300
	 	Lee          &            Kelly Everitt	 	Illustrated London News page, orchestra	 	LKE	 	Aftermath





 


37









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	301
	 	Lee & Kelly Everitt	 	Hartley Collage	 	LKE	 	Aftermath
	302
	 	Lee          &   Kelly Everitt	 	Gloria Stuart photo with autograph	 	LKE	 	MML
	303
	 	Lee          &            Kelly Everitt	 	Bernard Hill photo with autograph	 	LKE	 	MML
	304
	 	Lee          &            Kelly Everitt	 	Large shine-through movie poster	 	LKE	 	MML
	305
	 	Lee          &            Kelly Everitt	 	Video - movie	 	LKE	 	MML
	306
	 	Lee          &            Kelly Everitt	 	People weekly 3/16/98	 	LKE	 	MML
	307
	 	Lee          &            Kelly Everitt	 	Illustrated screenplay - movie	 	LKE	 	MML
	308
	 	Lee          &            Kelly Everitt	 	Poster book - movie	 	LKE	 	MML
	309
	 	Lee          &            Kelly Everitt	 	4 color lobby cards (Titanic, 1953)	 	LKE85-88	 	MML
	310
	 	Lee          &            Kelly Everitt	 	Collage (ANTR)	 	LKE.89-95	 	MML
	311
	 	Lee          &            Kelly Everitt	 	Lobby card Unsinkable M. Brown	 	LKE.96	 	MML
	312
	 	Lee          &            Kelly Everitt	 	Lobby card Unsinkable M. Brown	 	LKE.97	 	MML
	313
	 	Lee          &            Kelly Everitt	 	Lobby card Unsinkable M. Brown	 	LKE.98	 	MML
	314
	 	Lee          &            Kelly Everitt	 	Lobby card Unsinkable M. Brown	 	LKE.99	 	MML
	315
	 	Lee          &            Kelly Everitt	 	Lobby card Unsinkable M. Brown	 	LKE.100	 	MML
	316
	 	Lee          &            Kelly Everitt	 	8 production photos (SOS Titanic)	 	LKE.101-108	 	MML
	317
	 	Lee          &            Kelly Everitt	 	German SOS Titanic poster	 	LKE	 	MML
	318
	 	Lee          &            Kelly Everitt	 	Raise the Titanic poster	 	LKE.109	 	MML
	319
	 	Lee          &            Kelly Everitt	 	Small RTT poster with 4 production photos	 	LKE.110-114	 	MML
	320
	 	Lee          &            Kelly Everitt	 	Post-production RTT script	 	LKE.115	 	MML
	321
	 	Lee          &            Kelly Everitt	 	RTT production book	 	LKE.116	 	MML
	322
	 	Lee          &            Kelly Everitt	 	Ghosts of the Abyss poster	 	LKE.13	 	MML
	323
	 	Lee          &            Kelly Everitt	 	Sunday Star 28 April 1912	 	LKE	 	Aftermath
	324
	 	Lee          &            Kelly Everitt	 	16 April 1912 Freeport Daily Journal	 	LKE	 	Aftermath
	325
	 	Lee          &            Kelly Everitt	 	Construction details	 	LKE	 	Shipyard
	326
	 	Lee          &            Kelly Everitt	 	Thomas Andrews photo framed	 	LKE	 	Edith
	327
	 	Lee          &            Kelly Everitt	 	Boston Daily Globe 16 April 1912 am ed.	 	LKE	 	Aftermath
	328
	 	Lee          &            Kelly Everitt	 	Boston Daily Globe 16 April 1912 pm ed.	 	LKE	 	Aftermath
	329
	 	Lee          &            Kelly Everitt	 	WSL flag	 	LKE	 	MML
	330
	 	Lee          &            Kelly Everitt	 	Admirility flag	 	LKE	 	MML
	331
	 	Lee          &            Kelly Everitt	 	Royal Mail flag	 	LKE	 	MML
	332
	 	Lee          &            Kelly Everitt	 	Unsinkable Molly Brown LP	 	LKE	 	MML
	333
	 	Lee          &            Kelly Everitt	 	Be British LP	 	LKE	 	MML
	334
	 	Lee          &            Kelly Everitt	 	ultimate dive shot glass	 	LKE	 	Dive
	335
	 	Lee          &            Kelly Everitt	 	signed champagne bottle	 	LKE	 	Dive
	336
	 	Lee          &            Kelly Everitt	 	sprite can	 	LKE	 	Dive
	337
	 	Lee          &            Kelly Everitt	 	white fiber optic wire	 	LKE	 	Dive
	338
	 	Lee          &            Kelly Everitt	 	brown fiber optic wire	 	LKE	 	Dive
	339
	 	Lee          &            Kelly Everitt	 	ultimate dive patch	 	LKE	 	Dive
	340
	 	Lee          &            Kelly Everitt	 	sinking of titanic book	 	LKE	 	Aftermath
	341
	 	Lee          &            Kelly Everitt	 	sinking of titanic book mem ed	 	LKE	 	Aftermath
	342
	 	Lee          &            Kelly Everitt	 	night to remember book	 	LKE	 	Aftermath
	343
	 	Lee          &            Kelly Everitt	 	Sugar spoon	 	LKE	 	Verandah
	344
	 	Lee          &            Kelly Everitt	 	Salt spoon	 	LKE	 	Verandah
	345
	 	Lee          &            Kelly Everitt	 	fork	 	LKE	 	Verandah
	346
	 	Lee          &            Kelly Everitt	 	napkin ring	 	LKE	 	Verandah
	347
	 	Lee          &            Kelly Everitt	 	“pre-crush” cooler photo	 	LKE	 	Dive
	348
	 	Lee          &            Kelly Everitt	 	WSL dive 2005 flag	 	LKE	 	Dive
	349
	 	Lee          &            Kelly Everitt	 	Harpers Weekly	 	LKE	 	Aftermath
	350
	 	Lee          &            Kelly Everitt	 	1st class salad plate	 	LKE	 	Verandah





 


38









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	351
	 	Lee & Kelly Everitt	 	set of 5 vintage olympic postcards	 	LKE	 	LOB
	352
	 	Lee          &   Kelly Everitt	 	Autographed postcard by Eva Hart, Millvina	 	LKE	 	Aftermath
	353
	 	Lee          &            Kelly Everitt	 	Dean, and Bertram Dean	 	 	 	Xxxxxx
	354
	 	Lee          &            Kelly Everitt	 	Large framed Atlantique Lat. 41 poster	 	LKE	 	mco office
	355
	 	Lee          &            Kelly Everitt	 	Fire extinguisher	 	LKE	 	LOB
	356
	 	Lee          &            Kelly Everitt	 	Bow Under painting 447/1000	 	LKE	 	Aftermath
	357
	 	Lee          &            Kelly Everitt	 	Marconi	 	LKE	 	Aftermath
	358
	 	Lee          &            Kelly Everitt	 	Marconi  — Margarete	 	LKE	 	xxxxxx
	359
	 	Lee          &            Kelly Everitt	 	2 1/2’ model titanic	 	LKE	 	Aftermath
	360
	 	Lee          &            Kelly Everitt	 	Small titanic model	 	LKE	 	Aftermath
	361
	 	Lee          &            Kelly Everitt	 	Small olympic model	 	LKE	 	Aftermath
	362
	 	Lee          &            Kelly Everitt	 	Small olympic war model	 	LKE	 	Aftermath
	363
	 	Lee          &            Kelly Everitt	 	Small britannic model	 	LKE	 	Aftermath
	364
	 	Lee          &            Kelly Everitt	 	Senate disaster report	 	LKE	 	Aftermath
	365
	 	Lee          &            Kelly Everitt	 	Lightoller's account	 	LKE	 	Aftermath
	366
	 	Lee          &            Kelly Everitt	 	Rostron's Loss of the Titanic	 	LKE	 	Aftermath
	367
	 	Lee          &            Kelly Everitt	 	British official report 8/20/12	 	LKE	 	Aftermath
	368
	 	Lee          &            Kelly Everitt	 	Bullock’s “A Titanic Hero’	 	LKE	 	Aftermath
	369
	 	Lee          &            Kelly Everitt	 	Thayer’s account	 	LKE	 	Aftermath
	370
	 	Lee          &            Kelly Everitt	 	Dodge’s account	 	LKE	 	Aftermath
	371
	 	Lee          &            Kelly Everitt	 	Cobalt creamer reproduction	 	LKE	 	mco office
	372
	 	Lee          &            Kelly Everitt	 	soup dish reproduction w/handles	 	LKE	 	mco office
	373
	 	Lee          &            Kelly Everitt	 	bouillon dish reproduction	 	LKE	 	mco office
	374
	 	Lee          &            Kelly Everitt	 	signed keldysh godiva bottle	 	LKE	 	mco office
	375
	 	Lee          &            Kelly Everitt	 	The Danube by frank millet	 	LKE	 	mco office
	376
	 	Lee          &            Kelly Everitt	 	Expedition to the phillippeans by millet	 	LKE	 	mco office
	377
	 	Lee          &            Kelly Everitt	 	sinking of titanic book 1912 original	 	LKE	 	mco office
	378
	 	Lee          &            Kelly Everitt	 	wreck of the titan hard back	 	LKE	 	mco office
	379
	 	Lee          &            Kelly Everitt	 	photocopy cast signed movie script  — cameron	 	LKE	 	mco office
	380
	 	Lee          &            Kelly Everitt	 	fox studio titanic souvenir book	 	LKE	 	mco office
	381
	 	Lee          &            Kelly Everitt	 	ntl geo august 1998	 	LKE	 	mco office
	382
	 	Lee          &            Kelly Everitt	 	ntl geo december 2004 (3)	 	LKE	 	mco office
	383
	 	Lee          &            Kelly Everitt	 	ntl geo dec. 1985	 	LKE	 	mco office
	384
	 	Lee          &            Kelly Everitt	 	ent weekly dec. 19, 2008	 	LKE	 	mco office
	385
	 	Lee          &            Kelly Everitt	 	numbered print of williamson wreck photos	 	LKE	 	mco office
	386
	 	Lee          &            Kelly Everitt	 	just as the ship went down sheet music	 	LKE	 	mco office
	387
	 	Lee          &            Kelly Everitt	 	inst. Of marine engineers booklet	 	LKE	 	mco office
	388
	 	Lee          &            Kelly Everitt	 	californian incident booklet	 	LKE	 	mco office
	389
	 	Lee          &            Kelly Everitt	 	case for cpt. Lord booklet, signed by author w/notes	 	LKE	 	mco office
	390
	 	Lee          &            Kelly Everitt	 	readers digest ANTR	 	LKE	 	mco office
	391
	 	Lee          &            Kelly Everitt	 	passenger list reproduction  — white	 	LKE	 	mco office
	392
	 	Lee          &            Kelly Everitt	 	2005 belfast article	 	LKE	 	mco office
	393
	 	Lee          &            Kelly Everitt	 	lapland text	 	LKE	 	mco office
	394
	 	Lee          &            Kelly Everitt	 	oscar woody stamp reproduction	 	LKE	 	mco office
	395
	 	Lee          &            Kelly Everitt	 	star luggage label reproduction	 	LKE	 	mco office
	396
	 	Lee          &            Kelly Everitt	 	round luggage label reproduction	 	LKE	 	mco office
	397
	 	Lee          &            Kelly Everitt	 	menu reproduction	 	LKE	 	mco office
	398
	 	Lee          &            Kelly Everitt	 	amy stanley photo	 	LKE	 	mco office
	399
	 	Lee          &            Kelly Everitt	 	ent weekly feb 6, 1998	 	LKE	 	mco office
	400
	 	Lee          &            Kelly Everitt	 	FIM newspaper program 1997-1998	 	LKE	 	mco office





 


39









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Owner Name	 	Description	 	 	 	 

	401
	 	Lee & Kelly Everitt	 	Daly article 2009	 	LKE	 	mco office
	402
	 	Lee & Kelly Everitt	 	Cobalt demitasse cup reproduction	 	LKE	 	Tea Room
	403
	 	Lee & Kelly Everitt	 	Cobalt demitasse saucer reproduction	 	LKE	 	Tea Room
	404
	 	Lee & Kelly Everitt	 	Cobalt creamer reproduction	 	LKE	 	Tea Room
	405
	 	Lee & Kelly Everitt	 	Cobalt plate reproduction	 	LKE	 	Tea Room
	406
	 	Lee & Kelly Everitt	 	Cobalt dinner plate reproduction	 	LKE	 	Tea Room
	407
	 	Marilyn Price	 	Day Nomadic in Paris photo	 	MP.1	 	Boarding
	408
	 	Marilyn Price	 	Day Nomadic in Paris photo	 	MP.2	 	Boarding
	409
	 	Matt Scoggin	 	St Louis Dispatch 16 April 1912	 	MCS.1	 	Aftermath
	410
	 	Peter Davies Garner	 	Lifejacket reproduction	 	PDG.1	 	Memorial
	411
	 	Peter Davies Garner	 	Harland And Wolff Engine Shed Floor Block	 	PDG.2	 	Shipyard
	412
	 	Peter Davies Garner	 	Gantry steel twisted	 	PDG.3a	 	Shipyard
	413
	 	Peter Davies Garner	 	Gantry steel small	 	PDG.3b	 	Shipyard
	414
	 	Peter Davies Garner	 	Chain piece (Great Gate)	 	PDG.4	 	Shipyard
	415
	 	Peter Davies Garner	 	Concrete from Gantry	 	PDG.5	 	mco office
	416
	 	Peter Davies Garner	 	Concrete from Gantry	 	PDG.6	 	mco office
	417
	 	Peter Davies Garner	 	Concrete from Gantry	 	PDG.7	 	mco office
	418
	 	Peter Davies Garner	 	Blai	 	PDG.8	 	Shipyard
	419
	 	Peter Davies Garner	 	Blai	 	PDG.9	 	Shipyard
	420
	 	Peter Davies Garner	 	Blai	 	PDG.10	 	Shipyard
	421
	 	Peter Davies Garner	 	Blai	 	PDG.11	 	Shipyard
	422
	 	Peter Davies Garner	 	Blai	 	PDG.12	 	Shipyard
	423
	 	Peter Davies Garner	 	Blai	 	PDG.13	 	Shipyard
	424
	 	Peter Davies Garner	 	Lengthwise cut rivet	 	PDG.14	 	Shipyard
	425
	 	Peter Davies Garner	 	Olympic lifeboat plaque	 	PDG.15	 	LOB
	426
	 	Peter Davies Garner	 	Scientific American 12 Nov. 1910	 	PDG.16	 	Edith
	427
	 	Stephen Stanger	 	Engineering schematic	 	SS.1	 	Boiler
	428
	 	Stephen Stanger	 	Engineering schematic	 	SS.2	 	Boiler
	429
	 	Stephen Stanger	 	Engineering schematic	 	SS.3	 	Boiler





 


40









 





Schedule 3 (a)(iii)

Assumed Contracts





	 	1.	 	CTM Group, Inc. D/B/A “Penny men” Stand alone Penny Machine in Gift Shop. Contract dated
March 30, 1999, One year contract with a 30 day out. 50%-50% split of gross profit from
machine (3 quarters and a penny...penny comes out with Titanic the Experience logo
imprinted on it)

	 
	 	2.	 	IKON Financial Services: Lease Agreement: 2396512 (Ricoh C2050 power pack) 48 months @
$106.00 per month plus tax. Signed on December 10, 2008 and expires on December 10, 2012.

	 
	 	3.	 	AT&T Service Agreement: Local & Long Distance phone lines. 2 year contract expires on
November 11, 2011. (All exhibit phone lines we have had for 11 years). Seller and Buyer
will call ATT together on the Effective Date to a arrange a transfer of the phone numbers
or service if possible, and then Seller will cancel the agreement.

	 
	 	4.	 	ALSCO Service: Restroom fixtures & weekly service for toilet paper, hand soap, paper
towels etc. A one year contract expires on January 20, 2012.

	 
	 	5.	 	Monthly security service with Kombat, terminable at will. Service was cancelled but not
yet shut off.

	 
	 	6.	 	Collins Catering & Events, LLC weekly catering service for the Dinner Show. At will
contract. Equipment list belonging to Collins at the Orlando Exhibit is:






Equipment:



	 	 	 	 	 

	 	1	 	 	Electric 2-door Hot Box

	 	1	 	 	Electric 2-door Cooler

	 	1	 	 	Rubbermaid Portable Bar

	 	2	 	 	Small Stainless Steel Tables

	 	1	 	 	Queen Rack

	 	1	 	 	Rolling Speed Rack

	 	1	 	 	Wooden High Chair

	 	1	 	 	6’ Table







China and other equipment:




	 	 	 	 	 	 	 	 	 	 	 

	9” Plates

	 	 	43;	 	 	6” Plates
	 	 	78	 
	7” Plates

	 	 	32;	 	 	Butter Bowls
	 	 	8	 
	Dinner Forks

	 	 	67;	 	 	Salad Forks
	 	 	112	 
	Dinner Knives

	 	 	87;	 	 	Spoons
	 	 	66	 
	Butter Knives

	 	 	49;	 	 	Dressing Spoons
	 	 	4	 
	Plate Toppers

	 	 	19;	 	 	Bread Baskets
	 	 	7	 





 


41









 






	 	 	 	 	 	 	 	 	 	 	 

	Water Pitchers

	 	 	1;	 	 	Dressing Boats
	 	 	3	 
	Salt & Pepper Sets

	 	 	14;	 	 	Sugar Caddies
	 	 	14	 
	Table Stanchions 

W/Numbers

	 	 	7;	 	 	Serving Trays
	 	 	8	 
	Tray Jacks

	 	 	7	 	 	 	 	 	 	 
	Water Glasses

	 	 	31;	 	 	Wine Glasses
	 	 	26	 
	Beer Glasses

	 	 	28;	 	 	Coffee Glasses
	 	 	14	 
	Trash Cans

	 	 	3;	 	 	Metal Cash Box	 	 	 	 
	Hurricane Lamps
	 	 	 	 	 	 	 	 	 	 
	W/Oil 15+
	 	 	 	 	 	 	 	 	 	 
	Food or Beverage/Supplies:
	 	 	 	 	 	 	 	 	 	 
	Tea Box w/Tea

	 	 	1	 	 	 	 	 	 	 
	Raspberry Vinaigrette

	 	 	2	 	 	gallon jugs	 	 	 	 
	Half and Half

	 	 	2	 	 	cases	 	 	 	 
	Assorted Soft Drinks 

And Bottled Water

	 	 	52	 	 	cans/bottles	 	 	 	 
	Wine

	 	 	11	 	 	bottles	 	 	 	 
	Beer

	 	 	66	 	 	cans/bottles	 	 	 	 






To-Go Boxes; Plastic Wrap/Foil; Gloves; Cleaning Supplies



 


42











 




Schedule 5(a)

List of Directors & Officers




G. Michael Harris


 


43









 





Schedule 5 (e)

Changes Since June 2011




For periods both and after June 2011, Seller did not pay certain Marketing partners, Merchandise
vendors and the Landlord according to the applicable arrangements, and therefore the business
relationships are not in good standing. None of these obligation are being assumed by Buyer other
than the Lease.


 


44









 





Schedule 5 (f)

Permitted Encumbrances




None


 


45









 





Schedule 5 (g)

Leases




In addition to the Lease, WLM, Inc. has a month to month lease for a storage facility that it has
used to store the Gift Shop bag pallets with Ocean Embassy, LLC. 6426 Milner Blvd, Suite 101,
Orlando, Florida 32809


 


46









 





Schedule 5 (h)

Litigation or Claims; Governmental Investigation





	1.	 	V.S. Publishing: Produce the magazines T.V. & Visitors Guide & Vacation Guide. Case
number 10-CA-23080, we have a billing dispute for overcharging and WLM will vigorously
defend this case.







	2.	 	McGee & Powers, P.A. Case number: 11-CA-9247-0. WLM has a billing dispute from 2007.
WLM will vigorously defend this case.

	 
	3.	 	Litigation with Landlord over the Lease, previously disclosed to Buyer.







	4.	 	See Schedule 5(e) .




 


47









 










Schedule 5 (l)

Taxes





	1.	 	WLM will owe its pro-rated share of the Orange County Tangible Tax for 2011.
Historically the tax has been about $2800.00 per year.







	2.	 	WLM filed its corporate Tax Returns for 2008, 2009 and 2010 late. WLM has not received
any notices from the IRS but anticipates a late filing penalty.




 


48









 










Schedule 5 (n)

Information System & Data Systems





	1.	 	QuickBooks Point of Sale licenses for the gift shop/admissions computer.







	2.	 	Website: Titanic the Experience.com, Titanicdinnerevent.com and Titanicwedding.com




 


49









 










Exhibit A

Assignment of and Second Amendment to Lease




See attached document.




 


50











 




ASSIGNMENT OF

AND SECOND AMENDMENT TO LEASE




THIS ASSIGNMENT OF AND SECOND AMENDMENT TO LEASE (“Amendment”) is entered into by
and among Worldwide Licensing & Merchandising, Inc., a Florida corporation (“Assignor”), Premier
Exhibitions, Inc., a Florida corporation (“Assignee”), and George F. Eyde Orlando, LLC, a Michigan
limited liability company, and Louis J. Eyde Orlando, LLC, a Michigan limited liability company
(collectively, “Landlord”).



WHEREAS, Landlord and Tenant entered into that certain Lease dated August 22, 2008, as amended
by that certain First Amendment to Lease dated January 29, 2010 (as amended, the “Lease”), the term
of which commenced on January 1, 2009, regarding that certain space consisting of approximately
19,726 square feet, located at 7316, 7324, and 7324-A International Drive, Orlando, Florida 32819,
as more particularly described in the Lease (the “Premises”);



WHEREAS, the parties desire to effect an assignment of the Lease and all rights and
obligations pertaining to the Premises from Assignor to Assignee, conditioned as set forth herein;
and




WHEREAS, the parties also desire to revise the terms of the Lease as set forth herein;



NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:



1. Incorporation of Recitals. The foregoing recitals are true and correct and shall be
incorporated into this Amendment by this reference.



2. Capitalized Terms. Unless otherwise expressly defined herein, capitalized terms used in
this Amendment shall have the meanings ascribed to such terms in the Lease.



3. Assignment of Lease. Pursuant to Landlord’s consent, which is hereby granted subject to
the terms and conditions of the Lease and this Amendment, Assignor assigns to Assignee all rights
and obligations under the Lease, including Tenant’s Security Deposit of $10,000.00, effective as of
October 17, 2011 (the “Effective Date”). As of the Effective Date, Assignee accepts this
Assignment and agrees to comply with and be bound by all the terms and conditions of the Lease, as
amended by this Assignment, from the Effective Date through the expiration or earlier termination
of the term of the Lease (as defined by the Lease and modified below). Assignee’s rental
obligations (as amended by this Assignment) shall likewise commence as of the Effective Date, such
that Assignee’s rental obligations for October 2011 shall be prorated accordingly.



4. Assumption of Lease. Assignee (a) acknowledges its obligations to perform the Assignor’s
obligations under the Lease; (b) agrees to keep and perform all of the covenants, conditions and
agreements of Assignor arising under or in connection with the Lease after the Effective Date of this Assignment; and (c) agrees to assume certain obligation to Landlord for
certain rental arrearages owed by Assignee, as set forth in Sections 5(a) and 11 of this Amendment.


 


51









 





5. Conditional Release of Assignor and Guarantor.




	 	(a)	 	Assignor’s Arrearages. Landlord, Assignor, and Assignee acknowledge
and agree that as of June 30, 2011, Assignor owes Landlord arrearages totaling
$771,790.43 (“Assignor’s Arrearages”), which amount Landlord has agreed to reduce
to $720,000.00 (“Assumed Arrearages”) in consideration of Assignee’s acceptance of
and full performance of all obligations under this Amendment, and which Assignee
has agreed to assume as Assignee’s own rental obligations under the Lease.







	 	(b)	 	Release of Arrearages, Assignor, and Guarantor. G. Michael Harris and
Amy G. Harris (“Guarantors”), as well as Assignor, shall be forever released from
liability for Assignor’s Arrearages as well all obligations arising under the Lease
as of and following the Effective Date, such that Assignee shall then be deemed the
only tenant party to the Lease and Guarantors shall be released from all liability
under that certain Guaranty and Subordination dated August 27, 2008.






6. Assignor’s Authority. Assignor warrants and represents that: (i) Assignor is a corporation
duly organized and in good standing under the laws of the state of Florida; (ii) all requisite
approvals necessary to authorize Assignor to enter into this Amendment and to carry out Assignor’s
obligations have been obtained; (iii) the undersigned is authorized by Assignor to execute this
Amendment on Assignor’s behalf and thus fully bind Assignor thereby; (iv) this Amendment has been
duly authorized, executed and delivered by Assignor; and (v) the execution of this Amendment does
not and will not violate any contract, covenant or other agreement to which Assignor may be a party
or by which Assignor may be bound.



7. Assignee’s Authority. Assignee warrants and represents that: (i) Assignee has the full
right, power, and authority to assume the Lease and to carry out Assignee’s obligations thereunder,
including this Amendment; (ii) Assignee is a corporation duly organized and in good standing under
the laws of Florida; (iii) all requisite approvals necessary to authorize Assignee to enter into
the Lease and this Amendment and to carry out Assignee’s obligations have been obtained; (iv) the
undersigned is authorized by Assignee to execute this Amendment on Assignee’s behalf and thus fully
bind Assignee thereby; (v) this Amendment has been duly authorized, executed and delivered by
Assignee; and (vi) the execution of this Amendment does not and will not violate any contract,
covenant or other agreement to which Assignee may be a party or by which Assignee may be bound.



8. Use of Premises. Articles 1.1, 2.3, 8.1 and 9 of the Lease are revised to reflect that
Assignee shall and may operate a Titanic themed exhibition at the Premises, and shall have the
right to replace or supplement such Titanic themed exhibition with a human anatomy or Dialog in the
Dark exhibition, or any other exhibition property then presented to the public by Assignee.


 


52









 





9. Radius Restriction. Article 2.3 of the Lease is revised to expand the restriction from
five (5) miles from the exterior boundaries of the Shopping Center to ten (10) miles from the
exterior boundaries of the Shopping Center and to expand the restriction to include human anatomy
exhibitions in addition to Titanic themed exhibitions. Notwithstanding the foregoing, Assignee
acknowledges that Assignee has been made aware of, and hereby consents to, Landlord leasing space
within the foregoing ten (10) mile radius to any tenant for exhibits with the themes of crime scene
investigations and Leonardo da Vinci.



10. Revocation of Forbearance Period and Late Fee Waiver. Pursuant to the terms of Section 5
of the First Amendment to Lease, Sections 3 (Minimum Rent Forbearance) and 4 (Late Fees) of said
amendment are revoked as if never granted by Landlord, provided that the terms of this Amendment
shall prevail with regard to all arrearages and rent amounts owed as of the Effective Date.



11. Payment of Assumed Arrearages. As payment of rental obligations that have accrued under
the Lease to date, which rental obligations Assignee hereby assumes only to the extent of the
Assumed Arrearages, Assignee shall pay the Assumed Arrearages as follows: (i) $65,000.00 together
with the October 2011 Rent; (ii) seven (7) additional payments of $65,000.00 each along with the
Rent owed at the beginning of every calendar quarter thereafter (i.e. January 1, April 1, July 1,
and October 1), beginning on January 1, 2012, through and including July 1, 2013; and (iii)
$200,000.00 along with the Rent owed on December 1, 2015. All such payments shall be deemed Rent
owed under the Lease.




12. Lease Term.




	 	(a)	 	Initial Term. Articles 1.1 and 3.1 of the Lease are revised to provide
that the initial term of the Lease shall expire at 5:00 p.m. EDT on September 30,
2016, subject to Assignee’s right to terminate the Lease early as set forth in
Section 12(c) of this Amendment.







	 	(b)	 	Revocation of Renewal Rights. Article 3.3 of the Lease (Options to
Renew), and all other references to renewal options or renewal periods in the Lease
are hereby deleted in their entirety, such that Assignee shall have no right to
renew the Lease beyond the initial term of the Lease.







	 	(c)	 	Early Termination. Assignee shall have a one-time right to terminate
the Lease early, effective June 30, 2014, by giving Landlord written notice of such
election no later than January 31, 2014, which notice shall be accompanied by the
payment of the $200,000.00 otherwise owed on December 1, 2015 pursuant to Section
11(iii) of this Amendment.







13. Rent.




	 	(a)	 	Minimum Rent. Articles 1.1 and 5.1 are revised to provide that
Minimum Rent: (i) through June 30, 2014 shall be $16,000.00 per month plus all
applicable sales taxes, and (ii) from July 1, 2014 through September 30, 2016 shall
be $19,000.00 per month plus all applicable sales taxes. Article 5.1(b) (Annual Percentage Increase)
is hereby deleted in its entirety.







	 	(b)	 	Additional Rent. Articles 5.5, 5.5A, 5.5B, 5.5C, 5.5D and all other
references in the Lease to such Additional Rent established thereunder, are hereby
deleted in their entirety.




 


53









 










14. Tenant Improvement Allowance. Assignee acknowledges that no further Tenant Improvement
Allowance is owed by Landlord or available to Assignee. All references to the Tenant Improvement
Allowance in Article 1.1 of the Lease, or elsewhere, are hereby deleted in their entirety.



15. Landlord’s Security Interest. Article 13.5 of the Lease is amended to expressly exclude
from Landlord’s security interest therein any and all Titanic Artifacts used or presented by
Assignee at the Premises or any other location, which assets may not be encumbered. “Titanic
Artifacts” shall include all artifacts exhibited at the exhibition, all artifacts recovered from
the wreck and wreck site of the RMS Titanic, all intellectual property and provenance-related work
product (including but not limited to audio and video footage, still photographs, and database)
related to the Titanic or any of its artifacts.



16. Rules and Regulations. Article 18 of the Lease is amended to provide that Operating hours
shall be reasonably determined by Landlord and Assignee, provided that Landlord pre-approves
operation of the exhibition during the hours of 10:00 a.m. to 9:00 p.m., Monday through Saturday
and 10:00 a.m. to 6:00 p.m. Sunday, (subject to Tenant’s right to shorten hours in its reasonable
discretion as the result of low ticket sales), so long as the exhibition is in operation at least
fifty (50) hours per week.



17. Repairs and Maintenance. Article 26.1 of the Lease is amended to add the following:
Landlord is responsible for any and all damage to Assignee’s property (excluding the Titanic
Artifacts which Assignee shall itself have fully insured against damage for any cause, including
Landlord’s negligence or intentional acts) that results from Landlord’s failure to fulfill its
obligations under this Article 26.1, or the negligence or intentional acts of Landlord or its
agents. Article 26.2 of the Lease is amended to provide that if Landlord fails to undertake and at
all times thereafter diligently pursue to completion the repair and maintenance of the Premises,
Building, Common Areas and Shopping Center as required thereunder, only 24 hours written notice is
required before Tenant may make such repairs and maintenance in the case of such repairs or
maintenance which constitute an emergency to the structural integrity or safety of the Premises or
which are needed to prevent damage to the Titanic Artifacts located at the Premises.



18. No Landlord Defaults; Release; no Assignee Defaults. Assignor, Guarantors and Assignee
acknowledge that, as of the Effective Date, Landlord is not in default of any of the terms or
conditions of the Lease and each knows of no facts which, given the passage of time, would
constitute a default by Landlord under the Lease. Assignor, Guarantors and Assignee waive and
forever release George F. Eyde Orlando, LLC and Louis J. Eyde Orlando, LLC, their successors,
subsidiaries, principals, agents, representatives, employees, shareholders and assigns
(collectively referred to as the “Released Parties”) from any liability whatsoever, arising prior
to


 


54









 






the Effective Date, whether directly or indirectly relating to or arising out of any work
performed by or on behalf of Landlord or Assignor as required by the Lease, including, without
limitation by reference, delay damages, property damage, business losses, or any consequential,
actual or special damages, regardless of when any such damages may be incurred. Assignor,
Guarantors and Assignee acknowledge that, as of the Effective Date, Assignee is not in default of
any of the terms or conditions of the Lease, and shall not be deemed in default due to its
assumption of the Assumed Arrearages (unless and until Assignee fails to timely pay same as
required under this Amendment), and each knows of no facts which, given the passage of time, would
constitute a default by Assignee under the Lease.



19. Survival of Lease. It is expressly understood and agreed, that in all other respects the
Lease is ratified and reaffirmed and that all of the terms and conditions which have been amended
or otherwise modified herein will remain and are in full force and effect in every respect. This
Amendment will bind the heirs, administrators, successors and assigns of the respective parties.



20. Attorneys’ Fees and Costs. Should any party employ an attorney or attorneys to enforce
any of the provisions hereof, or to protect its interest in any matter arising hereunder, or to
recover damages for the breach hereof, the party prevailing will be entitled to recover from the
other party (or parties, as applicable) all reasonable costs, charges and expenses, including
reasonably attorneys’ fees, and other legal costs, expended or incurred in connection therewith,
before, during and subsequent to any litigation, including arbitration and appellate proceedings,
bankruptcy or similar debtor/creditor proceedings, and proceedings to enforce any indemnity
agreement herein contained. To the extent that more than one party is liable for attorneys’ fees
pursuant to this provision, such liability shall be joint and several.



21. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall
be deemed an original, and all such counterparts together shall constitute one and the same
Amendment. Photostatic, PDF or facsimile copies of this Amendment fully executed shall be deemed
an original for all purposes, and the parties hereto waive the “best evidence” rule or any similar
law or rule in any proceeding in which this Amendment shall be presented as evidence.


 


55









 





IN WITNESS WHEREOF, Assignor, Guarantors, Assignee, and Landlord have caused this
Assignment of and Second Amendment to Lease to be executed as of the dates set forth below.



	 	 	 	 	 	 	 
	WITNESSES:	 	ASSIGNOR:
	 
	 	 	 	 	 	 
	 
 	 	 	 	 
	Print Name:	 	 	 	Worldwide Licensing & Merchandising, Inc.,
	 	 	 	 	a Florida corporation

	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
 
	 	 	 	 	Michael G. Harris, President
	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 	 	 	Date: October ____, 2011
	 
	 	 	 	 	 	 
	 	 	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	 	 	   
	 	 	 	 	Michael G. Harris
	 	 	 	 	Date: October ____, 2011
	 
	 	 	 	 	 	 
	 	 	 	 	   
	 	 	 	 	Amy G. Harris
	 	 	 	 	Date: October ____, 2011






[Assignee’s signature page to Assignment of and Second Amendment to Lease]




	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	ASSIGNEE:	 	 
	 	 	 	 	Premier Exhibitions, Inc.,	 	 
	 	 	 	 	a Florida corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 	 	Print name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	
Print Name:
 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Date: October ____, 2011	 	 





 


56









 





[Landlord’s signature page to Assignment of and Second Amendment to Lease]




	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	LANDLORD:	 	 
	 	 	 	 	George F. Eyde Orlando, LLC,	 	 
	 	 	 	 	a Michigan limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 	 	 	 	George F. Eyde, Member	 	 
	 	 	 	 	 	 	 
	Print Name:	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 
	 	 	 	 	Date: October ___, 2011	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESSES:	 	LANDLORD:	 	 
	 	 	 	 	Louis J. Eyde Orlando, LLC,	 	 
	 	 	 	 	a Michigan limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	 	 	Louis J. Eyde, Member	 	 
	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 	 	 	 	Date: October ___, 2011	 	 







 


57











 





Exhibit B

Acquired Assets subject to Seller’s Purchase Money Security Interest




The following Acquired Assets located at 7316, 7324 & 7324-A International Drive, Orlando, Florida
32819:



Artifacts




	 	 	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location
	 	1	 	 	Green hat

	 	TTE
	 	Departure
	 	2	 	 	Oceanic postcard

	 	TTE
	 	MML
	 	3	 	 	Megantic postcard

	 	TTE
	 	MML
	 	4	 	 	Megantic postcard

	 	TTE
	 	MML
	 	5	 	 	Balitc postcard

	 	TTE
	 	MML
	 	6	 	 	Adriatic postcard

	 	TTE
	 	MML
	 	7	 	 	Letter to exhbit from Millvina Dean’s family

	 	TTE
	 	Admiss
	 	 	 	 	with photo of her holding ticket

	 	 	 	xxxxxx
	 	8	 	 	Big Titanic launch photo

	 	TTE
	 	Shipyard
	 	9	 	 	Last Sunset large print

	 	TTE
	 	Boarding
	 	10	 	 	WSL poster reproduction

	 	TTE
	 	Departure
	 	11	 	 	Red WSL poster reproduction

	 	TTE
	 	Departure
	 	12	 	 	Southampton to NY travel poster

	 	TTE
	 	Greeter
	 	13	 	 	Olympic war poster

	 	TTE
	 	Greeter
	 	14	 	 	Norddeutscher poster

	 	TTE
	 	Greeter
	 	15	 	 	WSL European to US poster

	 	TTE
	 	Greeter
	 	16	 	 	US/Canada WSL poster

	 	TTE
	 	Greeter
	 	17	 	 	WSL travel poster facing left

	 	TTE
	 	Greeter
	 	18	 	 	WSL travel poster facing right

	 	TTE
	 	Greeter
	 	19	 	 	WSL info panel

	 	TTE
	 	Greeter
	 	20	 	 	Departure info panel

	 	TTE
	 	Departure
	 	21	 	 	Engineering plate XXXIX reproduction

	 	TTE
	 	Edith
	 	22	 	 	Engineering plate XI reproduction

	 	TTE
	 	Edith
	 	23	 	 	Lithograph- Olympic at sea

	 	TTE
	 	Departure
	 	24	 	 	Bow under w ith flares print

	 	TTE
	 	Officer Hall
	 	25	 	 	Capstan — Cameron’s movie

	 	TTE
	 	Shipyard
	 	26	 	 	Launch ticket reproduction

	 	TTE
	 	Shipyard
	 	27	 	 	Large bow photo

	 	TTE
	 	Shipyard
	 	28	 	 	Pulling the anchor photo

	 	TTE
	 	Shipyard
	 	29	 	 	Large engine photo

	 	TTE
	 	Boiler
	 	30	 	 	Boiler photo

	 	TTE
	 	Shipyard
	 	31	 	 	Screw shaft photo

	 	TTE
	 	Shipyard
	 	32	 	 	Launch photo

	 	TTE
	 	Shipyard
	 	33	 	 	WSL travel poster dark wood frame

	 	TTE
	 	Departure
	 	34	 	 	Cunard travel poster dark wood frame

	 	TTE
	 	Departure
	 	35	 	 	Thomas Andrew s photo

	 	TTE
	 	Shipyard
	 	36	 	 	Thomas Andrew s birth cert. reproduction

	 	TTE
	 	Edith
	 	37	 	 	Ismay big sign

	 	TTE
	 	Greeter
	 	38	 	 	Pierrie big sign

	 	TTE
	 	Greeter
	 	39	 	 	Morgan big sign

	 	TTE
	 	Greeter
	 	40	 	 	Blueprints reproduction

	 	TTE
	 	Boiler






 


58









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location
	 	41	 	 	H&W shipbuilder’s sign

	 	TTE
	 	Greeter
	 	42	 	 	Leaving Southampton photo

	 	TTE
	 	Departure
	 	43	 	 	HG Lloyd’s photo of Southampton dock

	 	TTE
	 	Departure
	 	44	 	 	New spaper clippings, return trip

	 	TTE
	 	Boarding
	 	45	 	 	Mid-sized return trip poster

	 	TTE
	 	mco office
	 	46	 	 	Big Nomadic photo

	 	TTE
	 	Boarding
	 	47	 	 	Large return trip poster reproduction

	 	TTE
	 	Departure
	 	48	 	 	Trunk

	 	TTE
	 	Departure
	 	49	 	 	Boots — musical

	 	TTE
	 	Departure
	 	50	 	 	Movie bollard

	 	TTE
	 	Departure
	 	51	 	 	B-38 photo

	 	TTE
	 	Edith
	 	52	 	 	B-57 photo

	 	TTE
	 	Edith
	 	53	 	 	Postcard booklet reproduction

	 	TTE
	 	Edith
	 	54	 	 	Foreign travel brochures (3) reproduction

	 	TTE
	 	Boarding
	 	55	 	 	Bitumastic advert. Reproduction

	 	TTE
	 	Edith
	 	56	 	 	Engineering cutaway reproduction

	 	TTE
	 	Edith
	 	57	 	 	Advert cutaw ay

	 	TTE
	 	Edith
	 	58	 	 	Captain’s uniform w /hat

	 	TTE
	 	Edith
	 	 	 	 	Revealed

	 	 	 	xxxxxx
	 	59	 	 	Smoking room photo

	 	TTE
	 	1st class hall
	 	60	 	 	Vinolia ad reproduction

	 	TTE
	 	Edith
	 	61	 	 	Typing receipt reproduction

	 	TTE
	 	LOB
	 	62	 	 	Thayer A La Carte receipt reproduction

	 	TTE
	 	LOB
	 	63	 	 	Purser receipt reproduction

	 	TTE
	 	LOB
	 	64	 	 	Turkish bath receipt reproduction

	 	TTE
	 	LOB
	 	65	 	 	B-64 photo

	 	TTE
	 	Edith
	 	66	 	 	Cross section of Titanic

	 	TTE
	 	Edith
	 	67	 	 	Furnace, boiler, postcard reproductions

	 	TTE
	 	Boiler
	 	68	 	 	Lifts, davits ad reproductions

	 	TTE
	 	Edith
	 	69	 	 	Litosilo ad reproduction

	 	TTE
	 	Edith
	 	70	 	 	First class cabin photo, large

	 	TTE
	 	Edith
	 	71	 	 	Gym photo

	 	TTE
	 	Edith
	 	72	 	 	Recreation silk sign

	 	TTE
	 	Edith
	 	73	 	 	Ticket book

	 	TTE
	 	Departure
	 	74	 	 	London Times return voyage ad

	 	TTE
	 	Boarding
	 	75	 	 	Boston Evening Transcript return trip ad

	 	TTE
	 	Boarding
	 	76	 	 	3rd class common room photo

	 	TTE
	 	1st class hall
	 	77	 	 	1st class dining photo

	 	TTE
	 	1st class hall
	 	78	 	 	2nd class dining photo

	 	TTE
	 	1st class hall
	 	79	 	 	Turkish bath photo

	 	TTE
	 	Edith
	 	80	 	 	Pool photo

	 	TTE
	 	Edith






 


59









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location
	 	81	 	 	Third class cabin photo

	 	TTE
	 	Edith
	 	82	 	 	Second class ad booklet reproduction

	 	TTE
	 	Edith
	 	83	 	 	Second class cabin photo

	 	TTE
	 	mco office
	 	84	 	 	People w all (18 photos)

	 	TTE
	 	Edith
	 	85	 	 	Passenger list with Cpt. Smith as Commander

	 	TTE
	 	LOB
	 	86	 	 	Scotland Road silk sign

	 	TTE
	 	3rd class hall
	 	87	 	 	Verandah Café photo

	 	TTE
	 	Verandah
	 	88	 	 	Movie- Third class tickets (2)

	 	TTE
	 	3rd class hall
	 	89	 	 	Foundering of Titanic sign

	 	TTE
	 	Aftermath
	 	90	 	 	Sinking with flare picture

	 	TTE
	 	MML
	 	91	 	 	Collision picture

	 	TTE
	 	MML
	 	92	 	 	E deck sign movie

	 	TTE
	 	1st class hall
	 	93	 	 	D deck sign movie

	 	TTE
	 	3rd class hall
	 	94	 	 	Flat Calm sign with typo

	 	TTE
	 	Aftermath
	 	95	 	 	Eva Hart photo

	 	TTE
	 	mco office
	 	96	 	 	Movie crate silk sign

	 	TTE
	 	Cargo
	 	97	 	 	Bride at work photo

	 	TTE
	 	Aftermath
	 	98	 	 	Watertight door photo

	 	TTE
	 	Boiler
	 	99	 	 	Color berg photo

	 	TTE
	 	Aftermath
	 	100	 	 	Black and white photo reproduction

	 	TTE
	 	Aftermath
	 	101	 	 	Black and white photo reproduction

	 	TTE
	 	Aftermath
	 	102	 	 	Watertight door panel — movie

	 	TTE
	 	Bridge
	 	103	 	 	Calling for help silk sign

	 	TTE
	 	Aftermath
	 	104	 	 	Lifeboats picture

	 	TTE
	 	MML
	 	105	 	 	Breaking picture

	 	TTE
	 	MML
	 	106	 	 	Bow under picture

	 	TTE
	 	MML
	 	107	 	 	Reconstruction picture

	 	TTE
	 	MML
	 	108	 	 	NY Times 16 April 1912

	 	TTE
	 	Aftermath
	 	109	 	 	Statue of Liberty image

	 	TTE
	 	Aftermath
	 	110	 	 	Some other hand sign

	 	TTE
	 	Aftermath
	 	111	 	 	Newsboy photo

	 	TTE
	 	Aftermath
	 	112	 	 	Central Canada Citizen

	 	TTE
	 	Aftermath
	 	113	 	 	Big Southampton Engineer’s memorial photo

	 	TTE
	 	Aftermath
	 	114	 	 	Ft. Wayne New s 15 April 1912

	 	TTE
	 	Aftermath
	 	115	 	 	Chicago Daily Tribue 17 April 1912

	 	TTE
	 	Aftermath
	 	116	 	 	Conservation Miracle sign

	 	TTE
	 	Dive
	 	117	 	 	Rusticle photo

	 	TTE
	 	Dive
	 	118	 	 	Conserving photo

	 	TTE
	 	Dive
	 	119	 	 	Artifact recovery sign

	 	TTE
	 	Dive
	 	120	 	 	Nadir photo

	 	TTE
	 	Dive






 


60









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location
	 	121	 	 	Nautile photo

	 	TTE
	 	Dive
	 	122	 	 	Dishes photo

	 	TTE
	 	Dive
	 	123	 	 	Bow photo

	 	TTE
	 	Dive
	 	124	 	 	Map

	 	TTE
	 	Dive
	 	125	 	 	Dive 2000 large photo

	 	TTE
	 	Dive
	 	126	 	 	Dive 2000 large photo

	 	TTE
	 	Dive
	 	127	 	 	Dive 2000 large photo

	 	TTE
	 	Dive
	 	128	 	 	Dive 2000 large photo

	 	TTE
	 	Dive
	 	129	 	 	Dive 2000 large photo

	 	TTE
	 	Dive
	 	130	 	 	Dive 2000 large photo

	 	TTE
	 	Dive
	 	131	 	 	Bow model

	 	TTE
	 	Dive
	 	132	 	 	Press kit photos (6)

	 	TTE
	 	MML
	 	133	 	 	Press kit photos (6)

	 	TTE
	 	MML
	 	134	 	 	Anatoly photo and bio

	 	TTE
	 	Dive
	 	135	 	 	Presentation of plaque photo

	 	TTE
	 	Dive
	 	136	 	 	Mike and Sebastian with Diane Sawyer

	 	TTE
	 	Dive
	 	137	 	 	Titanica production photo-anatoly

	 	TTE
	 	Dive
	 	138	 	 	Leo’s costume reproduction

	 	TTE
	 	MML
	 	139	 	 	2 large photos — movie (flying, moment)

	 	TTE
	 	MML
	 	140	 	 	Jesus, Civil War, Titanic sign

	 	TTE
	 	mco office
	 	 	 	 	Club 24 June 1980

	 	 	 	xxxxxx
	 	142	 	 	Postal cover Woody stamp reproduction

	 	TTE
	 	LOB
	 	143	 	 	Ralph White 9x14 photos (17)

	 	TTE
	 	Dive
	 	144	 	 	Ralph White large photo

	 	TTE
	 	Dive
	 	145	 	 	Ralph White title page photo

	 	TTE
	 	Dive
	 	146	 	 	Winnie Trout photos oval (2)

	 	TTE
	 	mco office
	 	147	 	 	1997 expedition raising hull packet (ink drawing,

	 	TTE
	 	mco office
	 	 	 	 	photo w /hull section marked, patch and co-

	 	 	 	xxxxxx
	 	 	 	 	ordinates, 2 letters

	 	 	 	xxxxxx
	 	148	 	 	Lifeboat 14 towing photo

	 	TTE
	 	mco office
	 	149	 	 	Minia photo

	 	TTE
	 	Aftermath
	 	150	 	 	Stevensgraph Titanic reproduction

	 	TTE
	 	LOB
	 	151	 	 	Marconi olympic vs carpathia

	 	TTE
	 	Aftermath
	 	152	 	 	Marconi olympic vs carpathia

	 	TTE
	 	Aftermath
	 	153	 	 	Marconi olympic vs carpathia

	 	TTE
	 	Aftermath
	 	154	 	 	Marconi olympic vs carpathia

	 	TTE
	 	Aftermath
	 	155	 	 	3 recovery photos from Halifax

	 	TTE
	 	Storage
	 	156	 	 	Molly photo

	 	TTE
	 	Aftermath
	 	157	 	 	Copy of first class menu Titanic 14 April 1912

	 	TTE
	 	MML
	 	158	 	 	canopic menu

	 	TTE
	 	Verandah
	 	159	 	 	blue/white 2nd class saucer

	 	TTE
	 	Verandah
	 	160	 	 	11/2/11 majestic menu

	 	TTE
	 	Verandah






 


61









 





	 	 	 	 	 	 	 	 	 
	Item Number	 	Item Description	 	Catalog	 	Location
	 	161	 	 	4/2 menu reproduction

	 	TTE
	 	Verandah
	 	162	 	 	4/12 menu reproduction

	 	TTE
	 	Verandah
	 	163	 	 	1/3/10 adriatic menu

	 	TTE
	 	Verandah
	 	164	 	 	12/29/09 adriatic menu

	 	TTE
	 	Verandah
	 	165	 	 	1st class dinner plate

	 	TTE
	 	Verandah
	 	166	 	 	Olympic new el post grand staircase panel

	 	TTE
	 	MML
	 	167	 	 	St Louis Republican

	 	TTE
	 	Verandah
	 	168	 	 	Daily Mirror 16 april 1912

	 	TTE
	 	Aftermath
	 	169	 	 	Daily Mirror 17 april 1912

	 	TTE
	 	Aftermath
	 	170	 	 	silk w all murals (45) exhibition and photos

	 	TTE
	 	Aftermath
	 	171	 	 	Richmond april 26, 1912 new spaper

	 	TTE
	 	Verandah
	 	172	 	 	time sept 23, 1985

	 	TTE
	 	mco office
	 	173	 	 	time aug 3, 1987

	 	TTE
	 	mco office
	 	174	 	 	newsweek sept. 16, 1985

	 	TTE
	 	mco office
	 	175	 	 	time nov. 2, 1987

	 	TTE
	 	mco office
	 	176	 	 	time sept. 16, 1985

	 	TTE
	 	mco office
	 	177	 	 	people wkly march 16, 1998 (2)

	 	TTE
	 	mco office
	 	178	 	 	seaport winter 1986

	 	TTE
	 	mco office
	 	179	 	 	memories feb/mar 1989

	 	TTE
	 	mco office
	 	180	 	 	le point sept 22, 1985

	 	TTE
	 	mco office
	 	181	 	 	us news aug. 11, 1986

	 	TTE
	 	mco office
	 	182	 	 	newsweek sept. 23, 1985

	 	TTE
	 	mco office
	 	183	 	 	discover jan. 1988

	 	TTE
	 	mco office
	 	184	 	 	People wkly aug. 20, 1998

	 	TTE
	 	mco office
	 	185	 	 	fl television magazine tampa oct. 25, 1987 (4)

	 	TTE
	 	mco office
	 	186	 	 	time july 21, 1997

	 	TTE
	 	mco office
	 	187	 	 	Life June 1997

	 	TTE
	 	mco office
	 	188	 	 	Seafaring tow n silk sign

	 	TTE
	 	mco office
	 	189	 	 	Murdoch quote sign

	 	TTE
	 	Boarding
	 	190	 	 	crystal reproduction w sl vase

	 	TTE
	 	Boiler
	 	191	 	 	crystal reproduction goblets (2)

	 	TTE
	 	Tea Room
	 	192	 	 	Jack Steward note w /woman and cat photo repro

	 	TTE
	 	Tea Room







 


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Office Furniture & Machines

File Cabinets (10)

Desk (6)

Phone System

Refrigerator w/ice maker

Cloth Stacking Chairs (15)

Conference Table




Store Fixtures & Exhibit Cases

Cash Safe

Gift Shop Display Fixtures

Cash wrap unit

Custom Armoire (2)

Artifact Display Cases (32)

Dinner show banquet chairs (100)

Dinner show 72” tables (25)

Actors Green Room

Mini Grand Stair Dom

Wine Cooler Refrigerator

Gift shop Bags Sm- Med- Lg-X Lg




Computers

(2) POS Computers (2)

QuickBooks POS licenses

Computer (5)




Audio / Visual Equipment

DVD Players (6)

TV Monitors (9) Plasmas

TV Monitors (3)

Audio, Video, sound scapes, product

Queline & Ismay Video

Lighting, Show Control, Production

TV Racks (3)




Machinery & Equipment

High Lift

Emergency battery backup Exit signs

Fire Extinguishers (13)



 


63









 





Pallet Jack




Signs

8x8 (12mm)motion Video (deposit)

Parking Lot Sign




Props & Thematic Staging

Framed poster (lobby)

Entry Wood Doors & auto Trigger

Theater Podium & Ticket light

Ships rail Theater

Faux Ismay Bookshelf & Blue Print

16’ Fiberglass Propeller

Marconi radio room

Veranda Café

Cargo hold Renault

Water tight door indicator Movie

Ship’s Wheel / Telemotors

Starry Night Curtain

Acrylic Memorial Wall & light trig.

8’ Shipwreck Model (in case)

Grand Staircase & Titanic Cherub

First Class Parlor Suite — Complete

Boiler Room

1910 Original Ticket booth-Departure

Gantry — Departure

Iceberg

Starry Night & Lazer

Wood Gate (Departure)

Giant Wall Map

Water Tight Door

Boarding Ship’s Door

Cargo Fog Machine, timer, trigger

Cargo Boxes



 


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Gangway

First Class Doors

Shipyard Warehouse doors green

20’ Titanic Photo Muriel Shipyard

Ballard Shipyard Titanic Movie

Shipyard Iron windows




Leasehold Improvements (may insure to benefit of Landlord)




DNA Custom Flooring & Paint

Palm Harbor Electric

Sheet Metal Starry Night HVAC

Pinnacle Fire Sprinkler

William Stone (dry wall)

Bathrooms remodel & Fixtures

Carpet Brokers

Access Door & Glass

Wizards

Security System

Exterior Titanic Mural

Framing, Woodwork

Foam Ceiling

Awnings

Exterior Speakers JBL

Grand Stair Dog Hatch & Motor




Intellectual Property Rights




All of Seller’s right, title in interest in and to the name “Titanic the Experience” and the
related websites of Seller.


 


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Exhibit C

Purchase Price Allocation




Buyer and Seller agree that the Purchase Price of $1,520,000 shall be allocated pursuant to Section
9(a) of the Agreement and as follows:



$775,000 shall be allocated amongst the Acquired Assets as “Class V” assets per the Code;




$25,000 shall be allocated to the non-compete provision in Section 11 of the Agreement as a “Class
VI” asset per the Code; and



$720,000 shall be allocated to goodwill as a Class “VII” asset per the Code.




 


66