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EXHIBIT 10.2
ENTERPRISE VENTURE AGREEMENT
This Enterprise
Venture Agreement [hereinafter "Agreement" or "EVA"] is
entered into by (1) John Doering, and any
group of entities, associates, or
partners he may designate ["Doering"] and
(2) Ruby Mining Company, d/b/a
Admiralty Corporation ["Admiralty"] and
Nova Marine Explorations, Inc. ["Nova
Marine Explorations"], collectively to be
referred to as the Joint Venturers
under this EVA, it being understood that
the Joint Venturers may collectively
agree to assign their rights under this EVA
to other entities, associates or
partners. Doering and the Joint Venturers
shall be hereinafter referred to as
"the Parties," and they will form the
"Enterprise" under this EVA for the
purposes of managing the exploration and
recovery of valuable shipwrecks and
cargoes and other underwater cultural
heritage ("property") at a number of
sites, such exploration and recovery to be
referred to in this EVA as "the
Project".
1. DOERING'S
DUTIES UNDER THE EVA. Upon execution of this EVA, Doering
shall immediately disclose to the Joint
Venturers the coordinates, locations,
and dispositions of four (4) shipwreck
sites, as well as any and all archival,
exploration, operational or survey data
about the sites, the shipwrecks
concerned, and their cargoes, that are in
Doering's possession or knowledge, or
shall subsequently come into Doering's
possession or knowledge. The four
shipwreck sites shall be respectively
referred to as "Project Green," "Project
Red," "Project White," and "Project
Yellow." The Parties have correlated the
particular sites with the above-mentioned
color-coded designations, consistent
with the representations that Doering has
made to the Joint Venturers, such
representations being relied upon by the
Joint Venturers in making this EVA.
Doering's disclosures under this paragraph
will be made to the Joint Venturers
and their officers and employees and agents
under confidentiality terms and
conditions agreeable to both parties.
2. RECITALS AND
REPRESENTATIONS. Doering makes the following warranties and
representations concerning the four
shipwrecks referred to in paragraph (1):
A. The wrecks
referred to are situated in locations not subject to the
sovereignty of a state of the United
States, the federal government of the
United States, or of a foreign sovereign,
or in an area in which shipwreck
recovery operations are restricted or
regulated by operation of law.
B. The wrecks
referred to are amenable to an admiralty arrest brought by
the Joint Venturers in the courts of the
United States, for purposes of
establishing a legal entitlement to the
wreck sites.
C. The wrecks
referred to are not presently subject to a claim of title or
right by another party (including any
original owner or underwriter of such
vessels), and Doering agrees to fully
indemnify and hold harmless the Joint
Venturers for any and all costs and
liabilities arising from any challenge made
by any third-party to any ownership rights
and/or salvor-in-possession rights
that the Enterprise may claim in the wrecks
or wreck sites.
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Doering
specifically and explicitly disavows any representation or
warranty
as to the value of the wrecks or wreck
sites referred to in paragraph (1), nor
concerning the period of provenance of the
wrecks, or even if they are actually
shipwreck sites at all.
3. JOINT
VENTURER'S DUTIES UNDER THE EVA. Joint Venturers agree to use
their best efforts, consistent with their
sound business judgment, to pursue
this Project. This shall include the
arrangement of all Project financing and
administration, the provision of vessel
platforms, personnel, and equipment for
the exploration and recovery of property at
the sites, along with its proper
stabilization, conservation, curation,
storage, security, appraisal, and
marketing. Joint Venturers agree to host
one (1) observer designated by Doering
on board any vessels engaged in operations
at the sites, providing for that
observer's transportation to and from the
sites on regularly-scheduled re-supply
voyages only, and bunk and board (such
expenses to be treated as a net expenses
under Paragraph 6). Joint Venturers also
agree to give access to observers
accredited by Doering at any location or
facility used and maintained by Joint
Venturers for the stabilization,
conservation, curation, storage, appraisal, and
marketing of property recovered from the
sites.
4. DOREING'S ADDITIONAL DUTIES UNDER THE EVA AS PROJECT
CONSULTANT.
Doering agrees to use his best efforts to
pursue this Project, and agrees not to
engage in any conduct that would be
prejudicial to the best interests of the
Enterprise, including (but not limited to)
the unauthorized disclosure of
privileged or proprietary information or
data about the Enterprise to third
parties, or engaging in any competition or
interference with the Enterprise. In
consideration of these efforts, John
Doering will receive $2,000.00 per week for
personal services as a consultant as long
as any of the four projects are being
actively worked. (For purposes of this
provision, work of at least 10 hours a
week will be considered sufficient to
entitle payment to Doering of a weekly
consulting fee.) Project planning efforts
(such as research and survey
activities) will be deemed part of the
direct project work. If periods of
inactivity should occur (due to weather,
lack of funding, or other reasons), and
such delays causes a work stoppage or there
are other reasons that work on this
project is not occurring, the weekly
consulting fee under this paragraph shall
not accrue. In no event shall this fee
exceed $104,000.00 per annum. For
purposes of this Paragraph, Doering shall
be an independent contractor and not
an employee or agent of the Enterprise, the
Joint Venturers, or Admiralty or
NovaRay. Any fees disbursed to Doering
under this paragraph shall be considered
direct project costs, within the meaning of
Paragraph 6. These fees shall be
payable as the project is funded and shall
be paid proportionally with other
direct project costs. Reasonable travel
expenses may be recovered as costs by
Doering for travel requested of, and
approved in advance by, the Joint
Venturers.
5. DIVISION OF
PROPERTY. For the purposes of this EVA, each of the four
shipwreck sites referred to in Paragraph
(1) shall be the subject of separate
accounting. The net proceeds of any
property (as defined in the following
sections) recovered from each of the sites,
pursuant to the Project, will be
split among the Parties, according to the
following formulas.
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A. For the
wrecks designated as "White" and "Yellow": Doering - 30%; Joint
Venturers - 70% for all net proceeds for
each site up to $25,000,000. For net
proceeds in excess of $25 million, the
Joint Venturers will receive all
proceeds, and Doering shall receive
none.
B. For the
wrecks designated as "Green" and "Red": Doering - 30%; Joint
Venturers - 70% for all net proceeds for
each site up to $25,000,000. For net
proceeds in excess of $25 million: Doering
- 6%; Joint Venturers - 94%.
C. Until such
time as commercial recovery begins on a particular site
(commercial recovery being defined as the
removal of any item or artifact having
a fair market value in excess of $100, and
expressly not including any items
removed for the purposes of effectuating an
admiralty arrest or any similar
judicial procedure for a site), Joint
Venturers in their sole, absolute and
unilateral discretion may elect to transfer
to themselves portions of Doering's
percentage share, at increments of one (1)
percentage point, at a rate of
$20,000.00, immediately payable to Doering,
for each percentage point for any
site so elected. Under no circumstances may
more than ten
