EXHIBIT 10.3
REVISED TERM SHEET
The intent of this document (the "Revised Term Sheet") is to set out the terms
of an agreement between RMS Titanic, Inc., a Florida corporation, having it
principal place of business at 0000 Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx
00000 ("RMST") and Legal Access Technologies, Inc. (LAT) a Nevada corporation
having its offices in Atlanta, Georgia, made with effect as of this 30th day of
November, 2005. This document is intended to be a binding agreement between RMST
and LAT.
Confidentiality
The terms and conditions described in this Term Sheet including its existence
shall be confidential information and shall not be disclosed to any third party.
If either party determines that it is required by law to disclose information
regarding this Term Sheet or to file this Term Sheet with any governmental
agency or authority, it shall, within a reasonable time before making any such
disclosure or filing, consult with the party regarding such disclosure or filing
and seek confidential treatment for such portions of the disclosure or filing as
may be requested by the other party.
Proposed Terms and Conditions
1. Overview
RMST owns full title and right to the wreck of the Carpathia, including all
appurtenances and cargo thereto, now resting in the North Atlantic (the
"Carpathia"). RMST and LAT wish to enter into an agreement under which LAT will
acquire from RMST: (1) a three percent (3%) ownership interest in the Carpathia;
and (2) a twenty-five (25) year license to work together with RMST to conduct
future salvage expeditions to the Carpathia (the "Joint Expeditions"). Subject
to the conditions detailed below, during the term of this license agreement, LAT
shall be entitled to full and clear title to one-half of the artifacts recovered
by LAT and RMST during their Joint Expeditions to the Carpathia.
2. Terms
XXX agrees to purchase from RMST, and RMST agrees to sell to
LAT for the price of $500,000 (FIVE HUNDRED THOUSAND DOLLARS) a three
percent (3%) ownership interest in the Carpathia. Payment for this
acquisition shall be made as follows:
A. $100,000 (ONE HUNDRED THOUSAND DOLLARS)
will be paid to RMST on or before December 12, 2005. In the
event that complete payment by LAT under this section is not
timely made, RMST shall have the sole and exclusive option to
terminate this Revised Term Sheet, such that this Revised Term
Sheet shall be void and of no legal effect.
B. $400,000 (FOUR HUNDRED THOUSAND DOLLARS)
will be paid on or before February 15, 2006. In the event that
complete payment by LAT under this section is not timely made,
RMST shall have the sole and exclusive option to terminate
this Revised Term Sheet, such that this Revised Term Sheet
shall be void and of no legal effect, except that RMST shall
be entitled to retain the moneys paid by LAT pursuant to
section 2(A) above.
XXX further agrees to purchase from RMST, and RMST further
agrees to sell to LAT for the price of $200,000 (TWO HUNDRED THOUSAND
DOLLARS) a twenty-five (25) year license to conduct Joint Expeditions
with RMST to the Carpathia for the purpose of exploring and salvaging
the Carpathia. Payment for this acquisition shall be made as follows:
C. RMST shall have the right of first
refusal on all artifacts recovered from the first Joint
Expedition to the Carpathia until the total value of all of
the artifacts selected by RMST totals $200,000 (TWO HUNDRED
THOUSAND DOLLARS). Thereafter, the parties agree to share
evenly in the artifacts recovered from the first Joint
Expedition, in accordance with the appraisal issues addressed
in section 3 (D) below.
3. Mutual Contributions
X. Xxxxxxx Efforts. Joint Expeditions. Except as defined below in section
3(B), all salvage expeditions to the Carpathia will be made as
joint-ventures between the parties and will be conducted as Joint
Expeditions. Except as provided in sections 2(C) (right of first refusal)
and 3(E) (RMS Titanic related artifacts), title to individual artifacts
recovered during the Joint Expeditions will be divided evenly between RMST
and LAT in accordance with the appraisal provision of section 3(D) below.
For purposes of illustration only, each party will obtain full and clear
title to certain of the artifacts recovered during a Joint Expedition; the
parties will not share title to any of the recovered artifacts. Both
parties mutually agree that they will be commercially reasonable when
planning and conducting Joint Expeditions to the Carpathia and when
dividing the recovered artifacts.
B. Independent Expeditions. During the twenty-five year term of this
agreement, either party has a limited right to conduct its own independent
expeditions to the Carpathia (an "Independent Expedition") only in the
following limited circumstances: (1) either party lacks the resources to
finance an expedition; or (2) either party alters its business plan such
that conducting an expedition to the Carpathia is no longer a desired
course of business; or (3) such other course of events which renders
impracticable one parties' ability to conduct Joint Expeditions; or (4)
either party gives prior written consent to the other to conduct an
Independent Expedition. In the event that one party conducts an Independent
Expedition during the term of this agreement, said party shall be entitled
to full and complete title to any and all artifacts recovered during the
Independent Expedition. In the event that one party conducts an Independent
Expedition during the term of this agreement, the license, rights, duties,
and obligations created herein continue unabated upon completion of the
Independent Expedition. For purposes of illustration, if RMST conducts an
Independent Expedition, it is entitled to ownership of all artifacts
recovered during the Independent Expedition. Thereafter, the right of RMST
to conduct additional Independent Expeditions is once again subject to the
limitations contained in this section - section 3(B).
C. The parties agree to work diligently to conduct the first Joint Expedition
to the Carpathia during the first available weather window. Unless
otherwise agreed to in writing, all costs and expenses of the Joint
Expeditions will be split evenly between the parties.
D. Appraisal. The parties recognize that the division of the artifacts
recovered from the Carpathia will depend on a fair market valuation of the
artifacts issued by a third-party appraiser. Accordingly, the parties must
agree in writing prior to the commencement of all Joint Expeditions on the
name of appraiser to be used for the purpose of determining a fair market
value for the recovered artifacts. All appraisal costs will be shared
equally between the parties.
E. RMS Titanic related artifacts. The parties recognize: (1) that RMST is the
custodian of, and retains a valuable lien on the collection of artifacts
recovered from the wreck of the RMS Titanic; (2) that RMST tours its
collection of Titanic artifacts in exhibitions throughout the world; (3)
that as the vessel that rescued the Titanic survivors, there are certain
artifacts believed to be on the Carpathia, including but not limited to
Titanic related plaques, memorials, trophies and other memorabilia, which
artifacts the parties agree must be made a part of the RMST Titanic
Collection. To that end, the parties agree that in all future expeditions
to the Carpathia conducted under the terms of this agreement, RMST shall
have the right to retain all recovered artifacts that are reasonably
related to the RMS Titanic, or which in the sole opinion of RMST, would
enhance its Titanic collection as a result of the relationship shared
between the two vessels.
F. The parties agree to take all necessary steps to forthwith incorporate all
of the terms of this binding term sheet into a more detailed definitive
agreement (the "Definitive Agreement").
G. The execution of this Revised Term Sheet will serve to supercede, void, and
terminate ab initio the Term Sheet dated November 29, 2005.
4. Representations
LAT hereby represents and warrants
1 That it has the right and complete authority to enter into this
agreement and to undertake the obligations set forth herein.
2. That is a valid and existing corporation in good standing in its
state of incorporation, as specified in the preamble to this term
sheet.
3 That this Term Sheet has been duly executed by it and is
enforceable against it in accordance with its terms.
RMST hereby represents and warrants
1 That it has the right and complete authority to enter into this
agreement and to undertake the obligations set forth herein.
2. That is a valid and existing corporation in good standing in its
state of incorporation, as specified in the preamble to this term
sheet.
4 That this Term Sheet has been duly executed by it and is
enforceable against it in accordance with its terms.
RMS Titanic, Inc.
By: ______________________________
Name: ______________________________
Title: ______________________________
Legal Access Technologies, Inc.
By: ______________________________
Name: ______________________________
Title: ______________________________
