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Author Topic: Odyssey Marine Exploration  (Read 22429 times)
Description: Selling dreams of treasure hunting
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The Eyrie

« on: August 12, 2006, 06:29:30 PM »

One can perhaps learn a little of the modus operandi of Morris and Stemm from their earlier days, in Seahawk.

Stemm, 44, began working not as an undersea explorer but in advertising and public relations. One of his first jobs was working PR for entertainment legend Bob Hope. By the late 1980s, Stemm and two other partners had formed their own full-service advertising agency in Tampa with such diverse clients as NCNB bank, Cruise Jamaica and the Hogan Group real estate company.

Stemm fell into the deep-sea diving scene through the back door. In 1987, he made an offhand, $50,000 offer (outbidding 14 others) for an 83-foot, 190-ton deep-sea diving research vessel named the R.V. Seahawk. The one-time shrimp boat had been seized by the Coast Guard in a drug bust, which helped explain the vessel's nickname: the Shady Lady.

That same year, Stemm teamed up with an ad client, John C. Morris, to start a company called R.V. Seahawk and hunt for sunken ships. The company later went public under the name Seahawk Deep Ocean Technology.

In the early 1990s, the Securities and Exchange Commission began investigating the company for securities violations. But after seven years and half a million dollars in legal fees, the company (including Stemm, Morris and another partner) were cleared of all charges by a federal jury.

Not surprisingly, the lengthy battle to clear their names still pains Stemm. Neighbors avoided his family during those years. Stemm and Morris left Seahawk in 1994, and later formed and took public Odyssey Marine to continue their undersea ambitions.

Seahawk Deep Ocean Technology Inc � 8-K � For 4/21/00:
ARREST AND SALE OF THE R/V SEAHAWK                                             

On December 1, 1999, certain crew members of the R/V Seahawk filed for
the arrest of the vessel with the Supreme Court of Gibraltar against debts for 
past due wages in the sum of $37,378. In January 2000, the Court sold the       
vessel for $207,000 at public auction to First Capital Services, Inc. From the 
proceeds of the sale, the Court paid the crew members and the balance of the   
net proceeds will be applied to the principal and accrued interest due First   
Capital under its first preferred ships mortgage. As a result of the sale the   
Registrant suffered a loss on disposal of equipment of $200,392                 

DEMAND FOR INDEMNITY FROM FORMER DIRECTORS                                     

  In March, 1998, the Registrant received a demand for indemnity from Greg
Stemm, John Morris and Dan Bagley, all former directors and officers of the     
Registrant, for payment of the sum of expenses they incurred in defending an   
action brought against them by the Securities and Exchange Commission. The     
indemnification claim was made under Colorado corporate law. The Registrant     
received itemization of the purported legal fees and costs incurred in the     
defense of the former directors and officers in the amount of approximately     
$700,000. In addition the former directors and officers claim that they are     
due consequential damages for lost wages of approximately $425,000. The         
Registrant resisted the claim and in December, 1998, the former directors and   
officers filed a lawsuit pursuant to their claim.                               

The Registrant's directors have investigated the merits of the claim 
including the fact that the Registrant formerly agreed with the Securities and 
Exchange Commission that it would not pay the legal expenses of the former     
officers and directors in their defense of the action in question. The         
Registrant is of the opinion that the agreement with the Securities and         
Exchange Commission takes priority over state law and in January, 1999, the     
Registrant filed in the state court a Motion to Dismiss Complaint, a Motion     
for More Definite Statement and Motion to Strike. At the same time the         
Registrant filed a Motion for Preliminary and Permanent Injunction in the       
federal court. On June 23, 1999, the federal court denied the Registrant's     
Motion for Preliminary and Permanent Injunction. The Registrant filed a Motion 
for Reconsideration in the federal court but that was also denied.

Here is this company's version of its history:

1994: Company Founded by John Morris and Greg Stemm
1997: Company goes public, traded on OTC Bulletin Board
1998-2003: Search operations conducted on Sussex, Republic, "Concepcion" and "Seattle" projects
2001: Odyssey submits draft report to the Government of the United Kingdom on the preliminary archaeological work done on the shipwreck site believed to be HMS Sussex
2002: Odyssey signs landmark partnering agreement with the Government of the United Kingdom for HMS Sussex
2002: Odyssey purchased RV Odyssey as search vessel. First search target SS Republic project
August 2003: Odyssey located SS Republic
August 2003: Odyssey purchased Odyssey Explorer, 251 foot deep ocean archaeological platform and ZEUS, a 205 HP Remotely Operated Vehicle (ROV)
September 2003:   Mobilization and Sea Trials of Odyssey Explorer and ZEUS
October 2003: Archaeological pre-disturbance survey on SS Republic shipwreck site
November 2003: Excavation of SS Republic site begins and first coins are located and recovered.
November 2003: Odyssey moves to the American Stock Exchange under the symbol OMR.
March 2004: Odyssey awarded title to the SS Republic
May 2004: Odyssey reports first significant revenues and profits for the period ending 2/29/04.

Odyssey Marine on its two founders:

John C. Morris
John C. Morris , along with his partner and Co-founder Greg Stemm, founded Odyssey Marine Exploration in 1994 and served as Chairman of the Board and CEO until his retirement in January 2008. Mr. Morris continues to provide consulting services to Odyssey.

Prior to launching Odyssey, Mr. Morris was an officer and director of Seahawk Deep Ocean Technology (SDOT) from 1989 until 1994. As President of SDOT, Mr. Morris helped lead the first deep-ocean archaeological recovery of a deep-ocean shipwreck, salvaging a Spanish wreck from approximately 1,500 feet of water near the Dry Tortugas. The recovery yielded nearly 17,000 artifacts consisting of gold, silver coins, pottery, pearls, jewelry, and numerous other artifacts.

Mr. Morris was also President of Seahawk, Inc., an Alabama corporation engaged in leasing the Research Vessel "Seahawk", a deep-water search and inspection vessel. From 1992 until 1997, Mr. Morris served on the Board of Directors of the Florida Aquarium, a not-for-profit corporation operating a $90 million aquarium facility in Tampa, Florida. Prior to his involvement with Seahawk, Mr. Morris was engaged in the real estate and construction business.

Gregory P. Stemm, CEO and Chairman of the Board of Directors, co-founded Odyssey Marine Exploration in 1994 together with his business partner John C. Morris who has since retired. Mr. Stemm has extensive experience in managing all aspects of shipwreck exploration operations since entering the field in 1986, including deep-ocean search and robotic archaeological excavation on a number of projects. A pioneer in the emerging field of deep-ocean exploration, he has played a primary role in the development of new technologies and the development of private sector standards for underwater cultural heritage resource management.

A panelist at the 1998 Law of the Sea Institute, Stemm was appointed for four consecutive terms to the United States delegation to the United Nations Educational, Scientific and Cultural Organization (UNESCO) expert meeting to negotiate the "Draft Convention for the Protection of Underwater Cultural Heritage." He was also selected as a Fellow of the Explorers Club, and was the founder and past president of the Professional Shipwreck Explorers Association (ProSEA). Stemm served as a founding director (1986-93) and international president (1992- 93) of YEO (Young Entrepreneurs Organization) and was also a founding member of the World Entrepreneurs Organization, where he served on the International Board of Directors (1997-98).

Ocean Treasure Company Has a Murky History
Cox News Service
Sunday, June 03, 2007

In recent years, Odyssey has attracted investments of tens of millions of dollars by some of the country's best-known financial institutions, such as Goldman Sachs, Vanguard and Merrill Lynch.

But public records map a bewildering trail of controversy over the way Odyssey and companies linked to it operate.

Odyssey's executives have been accused by the Securities and Exchange Commission of inflating the value of stock in a previous company by overstating the value of salvaged artifacts.

They and Odyssey are being sued in Charleston, S.C., for allegedly conspiring with that same previous company to steal valuable archaeological data � which led to Odyssey's discovery near Savannah several years ago of a Civil War-era ship and its cargo of gold.

Companies linked to Odyssey have been sued for failing to pay bills � one of them even had its own boat seized and sold at auction � after it said Odyssey failed to pay it for use of the vessel.

Seahawk Deep Ocean Technology, Inc.

Lawsuit filed by Gregory P. Stemm. During February 1994, the Company agreed with Carl Anderson, a principal shareholder, to convert two notes (the "Notes"), one for $44,448.78 and the other for $80,936.78, which, together with accrued interest thereon, totaled $141,803, into 567,212 shares of Common Stock in the Company. The Notes were payable to Gregory P. Stemm, a former officer and director of the Company, who had sold them to Anderson on the basis that they would be returned to him or paid for on their due date which was December 31, 1994. Anderson did not pay Stemm nor did he return the Notes to him. Consequently, on April 27, 1995, Stemm filed a lawsuit against the Company alleging that (a) the Company must pay him the principal and interest due on the Notes plus attorneys' fees and such other relief as the Court saw just and proper, and (b) Stemm was entitled to immediate possession of the Notes, and (c) the Company and Anderson conspired to deprive Stemm of his right to payment on the Notes and as a result Stemm was entitled to damages due to the loss of value of the Notes plus interest, costs and attorneys' fees.

The Company defended the action on the basis that it was verbally informed by both Anderson and Stemm that the Notes had been transferred to Anderson, and that the Company relied on their representations and converted the Notes in good faith. However, on the advice of counsel, the Company has agreed to settle with Stemm. The Company has issued Stemm 360,000 shares of its Common Stock in consideration for Mr. Stemm dismissing the lawsuit. As part of the settlement of this matter, Carl Anderson agreed to pay the Company $.25 per share for the 567,212 shares which he was issued during February 1994.

The following litigation was recently settled: (1) civil injunctive action filed by the Securities and Exchange Commission, (2) the SEC's stop order proceeding suspending a registration statement filed by the Company, and
(3) a lawsuit filed by Commercial Union Capital Limited.

SEC Civil Action. During August 1994, the SEC filed a civil action against the Company and John Morris, Gregory Stemm and Daniel Bagley, three former officers and directors of the Company, seeking injunctive relief against the Company and injunctive and monetary relief against the former officers and directors. The SEC did not seek any financial penalties or other monetary relief against the Company.

The Complaint filed by the SEC alleged that the Company violated Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a) and 13(b) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 promulgated thereunder. The SEC alleged that between April, 1989, and July, 1991, the Company and Messrs. Morris, Stemm and Bagley disseminated to the public, in the form of television broadcasts, videotapes and press releases, false and misleading material information and failed to disclose certain material information concerning the Dry Tortugas shipwreck discovered and excavated by the Company. The SEC alleged that the Company materially overstated the value of the artifacts on its balance sheet and in other financial information provided in the registration statement of the Company and two amendments thereto filed in 1992 with the SEC and in certain periodic reports of the Company filed in 1992 with the SEC.

The Company and the staff of the SEC negotiated a settlement of the matter whereby the Company agreed to consent to the entry of a final judgment of permanent injunction, without admitting or denying any of the allegations in the complaint enjoining the Company from violations of certain provisions of the federal securities law referenced in the preceding paragraph. In addition, the Company agreed that it will not employ John Morris or Gregory Stemm as officers and directors of the Company or any subsidiaries of the Company, use corporate funds to pay for or reimburse any costs incurred by Morris or Stemm for the defense of any civil or administrative action instituted against them by the SEC, or redeem or purchase any stock they own until after the termination of any such action. Finally, the Company agreed to withdraw its pending appeal to the SEC of the Initial Decision issued in the stop order proceeding.

SEC Stop Order Proceeding. On July 30, 1992, the SEC issued an order directing the staff of the Division of Enforcement (the "Division") to conduct an examination pursuant to Section 8(e) of the Securities Act of 1933 (the Act") to determine whether a stop order should be issued relating to a registration statement which the Company had filed during March 1992 and which had become effective by the passage of time on August 1, 1992. Under Section 8(d) of the Act, a stop order proceeding was instituted against the Company by order of the SEC dated January 12, 1993. A hearing was held before an SEC Administrative Law Judge during late January and early February 1993.

On May 26, 1993, the Administrative Law Judge issued his Initial Decision. The Judge concluded that the registration statement filed by the Company was materially false and misleading and that the Company failed to cooperate with the examination conducted by the Division's staff. A stop order was issued suspending the effectiveness of the Company's registration statement.

The primary focus of the proceeding was the value of the shipwreck artifacts owned by the Company and an affiliated partnership, Seahawk I, Ltd. The Judge found that the Company had overstated the value of the artifacts on its balance sheet and in other financial information provided in its registration statement. The Judge concluded that the total net realizable value of all the artifacts owned by the Company and Seahawk I was $1,356,361 of which amount $285,413 was attributed to the Company artifacts and $1,070,948 was attributed to the Seahawk I artifacts. As a result of this decision, and in order to present the financial statements in accordance with generally accepted accounting principles, the Company and the Partnership restated their December 31, 1990 and 1991 financial statements.

The findings of the Administrative Law Judge could possibly be used by private litigants in civil suits against the Company to prove that the Company misstated material facts in certain periodic reports it filed with the SEC.

This introduces Robert Marx to the story, in which he became ever-more entwined over the following years.

Seahawk Deep Ocean Technology Inc � 10KSB � For 12/31/98

R/V Seahawk was formed on May 23, 1988, for the purpose of serving as general partner for one or more limited partnerships, which were to be formed to search for valuable shipwrecks.  R/V Seahawk was initially capitalized with $200,000 by five investors.  R/V Seahawk then purchased equipment to be used for the search operations and signed an agreement with marine archaeologist Robert Marx for the right to use data for a suspected shipwreck site.

In February 1999, the Company organized RV Seahawk, Inc., a Florida Corporation, and acquired its entire share capital for $100. The Company then transferred the R/V Seahawk into RV Seahawk, Inc.                               

Unless the context otherwise requires, the term "Company" as used herein refers to Seahawk Deep Ocean Technology, Inc. and its wholly owned subsidiaries, Seahawk Museum Development, Inc. and RV Seahawk, Inc.

The expenses of the Partnership include the payment of ten percent (10%) of all items salvaged to Tanit Corp., a company owned by Robert Marx, the marine archaeologist who provided research and data relevant to this particular project.

Note the reference to the fantastical claim for a Roman shipwreck (in yellow type).

Published: June 25, 1985

A DISPUTE between the Brazilian Navy and an American marine archeologist has led Brazil to bar the diver from entering the country and to place a ban on all underwater exploration.

The dispute involves Robert Marx, a Florida author and treasure hunter, who asserts that the Brazilian Navy dumped a thick layer of silt on the remains of a Roman vessel that he discovered inside Rio de Janeiro's bay.

The reason he gave for the Navy's action was that proof of a Roman presence would require Brazil to rewrite its recorded history, which has the Portuguese navigator Pedro Alvares Cabral discovering the country in 1500.

The Brazilian Navy has denied that it covered up the site and has in turn charged Mr. Marx with ''contraband'' of objects recovered from other wrecks in this country. Because of this, Navy officials said, the Government had issued an order ''to prohibit him from entering Brazil.''

To substantiate these charges, the Brazilian officials showed a catalogue of an auction held in Amsterdam in 1983 in which, they said, gold coins, instruments and artifacts removed from shipwrecks in Brazil were offered for sale on behalf of Mr. Marx and his associates. The officials said many of these objects had not been reported on the divers' inventory, contrary to an agreement with Mr. Marx.

'Don't Bother Me'

Several attempts to give Mr. Marx the opportunity to respond to these charges were unsuccessful. One phone call ended abruptly when Mr Marx said, ''Don't bother me,'' and then hung up.

All other permits for underwater exploration and digging, a prolific field in Brazil, have been canceled as a result of the Marx controversy and none will be issued until Congress passes new legislation, Navy officials said. Although the decision was taken a year ago, it was not publicized and only became known as a result of new inquiries into the Marx case.

The ban has affected a number of projects in Brazil's harbors and along its 4,600-mile coastline. Mainly foreign diving teams have discovered a panoply of gold and silver objects, but most of the sites, though known, remain unexplored.

In Guanabara Bay of Rio de Janeiro, more than 100 English, French and Portuguese shipwrecks lie unexplored like the pages of an unread, underwater history book.

But few spots seem to have aroused as much interest and intrigue here as the remains of a ship that struck a reef some 15 miles inside Rio de Janeiro's bay.

The story goes back to 1976 when lobster divers first found potsherds studded with barnacles just off Governor's Island in the bay. Then a Brazilian diver brought up two complete jars with twin handles, tapering at the bottom, the kind that ancient Mediterranean peoples widely used for storage and are known as amphoras. Brazilian experts disagree over the age of the jars, which have been turned over to the Navy and stored them in a warehouse.

Mr. Marx, who has long sought to prove that other sailors reached the Americas well before Columbus, obtained permission to explore the site in late 1982. Diving at a depth of about 90 feet, he found the parts of perhaps 200 broken amphoras and several complete ones, he said in an earlier telephone interview.

According to Elizabeth Will, a professor of classics and specialist in ancient Roman amphoras at the University of Massachusetts at Amherst, the jars are very similar to the ones produced at Kouass, a Roman Empire colony that was a center for amphora-making on the Atlantic coast of Morocco.

Reached by telephone, Professor Will said of the fragments she had studied: ''They look to be ancient and because of the profile, the thin-walled fabric and the shape of the rims I suggested they belong to the third century A.D.''

After Mr. Marx and Dr. Harold Edgerton of the Massachusetts Institute of Technology had explored the site with acoustical echoes and long metal rods, Mr. Marx said he became convinced that, below the potsherds, they had found the remains of a wooden wreck. A Roman vessel, he argued, had been blown off its course and reached Brazil.

Mr. Marx's expeditions received wide press coverage in Brazil, with some reports asserting that he was perpetrating a hoax and was defaming the name of the Portuguese discoverers of Brazil. Adding to the stir, a wealthy businessman, Americo Santarelli, claimed the amphoras as his property. He said he once had taken such a liking to some ancient Sicilian amphoras that he ordered a potter in Portugal to make exact replicas. To ''age'' the jars, he said, he dropped 16 of them in Guanabara Bay in 1961, but collected only four.

In January 1983, when Mr. Marx returned to Brazil to start salvaging the wooden wreck, he said, the tides had turned. ''The Navy people I worked with told me the Navy had covered up the site to keep it from being plundered,'' he said. ''They also said this thing is causing so much controversy, it's better if you leave.''

Mr. Marx said he nonetheless went diving and found that the spot where objects had been close to the mud surface was now covered by a large mound. He added that other Government officials then told him: ''Brazilians don't care about the past. And they don't want to replace Cabral as the discoverer.''

At the Captaincy of the Port, a division of the Navy, officials said there was no record of the site being covered over. They added, however, that ''any operation in the bay'' could only have been carried out with the knowledge and permission of their office. Other Navy officials also said there had been no ''cover-up.''

Miami Herald
Katherine Ellison
May 26, 1998
U.S. company searches for treasure in submerged ships off of Brazil

PORTO DE GALINHAS, Brazil -- Weighed down by more than five tons of gold, the galleon Santa Rosa, the mightiest ship in colonial Portugal's fleet, set sail for Europe from the Brazilian port of Salvador in late August 1726.

But on Sept. 6, just as the ship passed Recife, the gunpowder in its hold blew up and it sank, killing all but seven of the 700 men, women and children aboard. The explosion probably was an accident, but it could have been sabotage. No one knows for sure.

Historians, however, have known for years that the galleon and her cargo, which could be worth as much as $500 million, still lie on the bottom of the South Atlantic, somewhere off Recife's coast. But only now have the technology, the money and -- maybe -- the political conditions come together to find the Santa Rosa.

In a costly, controversial and, until recently, secret undertaking financed by Tampa-based Odyssey Marine Exploration, corporate treasure-hunters have spent the last two years trying to find the Santa Rosa, as well as at least two Dutch ships with valuable cargoes that may lie nearby.

They may have found the Santa Rosa already, but they're not saying. Odyssey officials also won't reveal how much they've invested in the treasure hunt. All that is clear is that the search for the Santa Rosa has become a big business.

Treasure hunting now demands huge investments of time and money, and with U.S. and European coasts almost picked clean, treasure-hunters are turning to deeper waters and more exotic locales.

Lots of sunken ships

Brazil is especially tempting. In colonial times, groaning galleons frequently left its northeast coast laden with gold and gems. Hundreds sank in offshore battles, but most remain unexplored, mostly for lack of venture capital.

The search for the Santa Rosa, which may lie in as much as 4,500 feet of water, is Brazil's first deep-water expedition and its most technologically advanced ocean search.

In its first phase in 1996, the hunters rented a $40 million low-frequency sonar used by the U.S. Navy to hunt for lost missiles. The sonar can search up to 100 square miles of ocean bottom each day and, under ideal conditions, it can detect items as small as wine bottles.

In two weeks, with the sonar lowered by crane from a 240-foot boat, the crew found close to 100 ``anomalies,'' which could be anything from piles of rocks to colonial wrecks.

Since then, when the weather permits, Scott Stemm, 36, an Odyssey technician, has been heading to sea on a smaller boat from his base in this fishing village 40 miles south of Recife. Equipped with a camera-carrying robot and a magnetometer, which detects metal, he's been homing in on several ``points'' worthy of more investigation.

Odyssey officials won't say whether any of the points are shipwrecks.

``This is a scientific expedition,'' said founder and vice president Greg Stemm, Scott's older brother, in a telephone interview from Tampa. ``We'll hand in our reports to Brazil's Navy before we make anything public.''

Some obstacles

Even if the hunters have found the Santa Rosa, two obstacles could prevent Odyssey and its more than 300,000 shareholders from reaping a profit from the find.

The first is global. Worldwide pressure to regulate the salvage business is increasing. In June, underwater archaeologists from around the world will meet at the Paris headquarters of the United Nations Educational, Social and Cultural Organization to debate a draft of a proposed global treaty to protect artifacts in international waters.

The other potential problem is Brazil's 1988 Constitution, under which Odyssey and its Brazilian associate, the Underwater Archaeology Research Consortium, known by its Portuguese acronym Conpas, have permits only to explore and are forbidden to recover anything unless they negotiate a separate salvage agreement with the Brazilian Navy.

``What that means is we could do all this research and end up with nothing,'' complained Conpas director Domingos Castello Branco.

In Tampa, Greg Stemm said he's confident the troubles are temporary. The UNESCO draft treaty is a long way from becoming international law and in Brasilia, Brazil's capital, a powerful political lobby that includes retired naval officers is trying to amend the constitution.

Little love lost

But Stemm knows political currents can be as dangerous as marine ones. Throughout the world, treasure-hunters are viewed with deep suspicion by marine archaeologists, who charge that they loot the rich time capsules hidden in the holds of sunken ships. The suspicion is particularly strong in Brazil, where historic jealousies combine with resentment of U.S. financial and technological prowess.

``This smells of piracy,'' Sao Paulo marine archaeologist Marcello De Ferrari said of the Odyssey venture. ``They're out there looking around with their underwater robot; it would be very easy for them to find something and just take it, and that's our cultural patrimony.''

``De Ferrari hasn't been close enough to smell it,'' countered Gregg Stemm. Odyssey, he said, is adhering to all Brazilian Navy regulations, including taking a Navy representative along on all explorations.

Stemm, who prefers to call himself a ``commercial nautical archaeologist,'' claims his preservationist credentials were proven by the careful 1991 excavation of an unidentified Spanish colonial ship found off the Dry Tortugas, west of the Florida Keys. Cargo recovered from the ship was sold intact to a museum for $3 million.

Neither politics nor finance has dimmed the lure of sunken treasure, however. Scott Stemm, a lanky, bearded ambulance driver and paramedic turned underwater robot pilot, now plies his trade from one of Brazil's most beautiful tropical beaches, a few miles from the village of Porto Galinhas, or Port of the Chickens.

``Going into fires and saving people's lives is a little more stressful than this,'' he said, sipping a Coke on his poolside terrace.

Searching for sunken treasure is not without drama, though. Once, Stemm was trapped in a submarine 1,000 feet underwater while a confused shark batted his craft backwards. While riding in another sub, he had to be towed to shore after it hit a boat.

The palm-lined sands of Porto de Galinhas haven't been entirely peaceful, either. Stemm has been buffeted by waves of greed, envy and nationalist suspicion ever since the local newspapers discovered the search for the Santa Rosa a few weeks ago. Within days, strangers were knocking at Stemm's door at all hours, seeking details or jobs.

At sea, he was followed by convoys of fishermen looking for a chance to trawl for treasure. Finally, he simply left town for a few days, hoping the fuss would calm down.

So far, it hasn't.

� 1998, Miami Herald

Santa Rosa Financing Agreement
                         REMARC INTERNATIONAL, INC.

2.2.1  Universal hereby acknowledges that certain Remarc debt holders, identified in Section 2.17 of this Schedule, have conversion rights which allow them to convert their Remarc debt into Remarc common stock on the basis of one share for each two dollars of principal and/or interest converted.  It is agreed that in the event the debt holders wish to convert their notes, they shall have the right to convert into Universal Common Stock on the basis 19.3132 shares for each $2.00 of principal and/or earned interest converted. 

2.2.2  The management of Remarc has approved a contract Mr. Brasel, whereby Mr. Brasel will act as a consultant to the company for a period of two years following the date of the Merger.  Mr. Brasel will be paid with 500,000 shares of Universal common stock and the Company has agreed to register the shares through an S-8 registration.

2.3  Remarc has an interest in the following business entities:

2.3.1  Pesquisas Arqueologicas Maritimas, S.A., a Brazilian "Sociedade Anonima", was founded for the purpose of conducting the Santa Rosa Project.  Remarc owns 24.5% of the common voting stock and 50% of the preferred stock.  The voting and non-voting stock have equal dividend and distribution rights.

2.3.2  Remarc do Brazil, LTDA., a Brazilian "Limitada", was formed for the purpose of fulfilling Remarc's obligations with respect to the Santa Rosa Financing Agreement.

2.4  The Officers and Directors of Remarc are as follows:
      John C. Morris             President and Director
      William C. Callari         Vice President and Director
      Gregory P. Stemm           Vice-President Director
      Eugene Cooke               Director
      Brad Baker                 Director
      Gerald Goodman             Director

The Galleon Santa Rosa � Lost treasure in Brazilian waters

Here in Brazil there is a record of the shipwreck of the portugues galleon "Santa Rosa", sunk off Recife in September 6th of 1726.

According to the records, as the ship pass off Recife, coming from Salvador, the powder exploded causing the sinking of the ship.Only three persons survived of a crew and passengers of 700.

The treasure on board of the "Santa Rosa" can worth 500 million dollars and this great amount of money attract the attention of international salvage companys. One of this companys has been in Brazil searching for the wreckage of the "Santa Rosa" and others two Dutch ships that also carry valuable cargo and may be in the area of Recife.

This company especialists, who are experienced in that kind of operation, works with ships and remote operated vehicle (R.O.V) in the efforts to search the shipwrecks. According to the company�s opinion, the "Santa Rosa" lies on deep waters of 1.100 meters. The search of  "Santa Rosa" is the first deep water expedition ever made in brazilian waters to find a shipwreck.

In many cases of treasure hunting, one pattern can be notice: If you find the right wreckage, You will find the treasure !

There are no ways of a shipwreck with great amount of treasure hide for long time the existance of the precious cargo.In Recife, a few years ago, it was announced that the "Santa Rosa" was found at the depht of 30 meters. The wreckage belong to a wood hull ship, probably of the same time that the "Santa Rosa" was built. The shipwreck is very dismantled and buried in the sand and even after a lot of work to find the treasure not one piece of gold or jewelry was found.Nothing of value at all.


On June 1, 1994, the Company signed an Agreement for Consulting Services with Odyssey Marine Exploration, Inc.(formerly Remarc International, Inc.). The Agreement provided that Odyssey would, at its own expense, seek to obtain for the Company a permit from the appropriate government to search for and salvage a particular shipwreck known as the "Santa Rosa" in Brazilian waters.  If such a permit were obtained for the Company by Odyssey, then the Company agreed to grant Odyssey between 6% and 9-1/2% of the gross proceeds of any successful recovery from the project.  The actual percentage granted to Odyssey was to depend on the size of portion of the recovery that would be taken by the Brazilian government in return for the permit.In furtherance of the negotiations for the permit, it became prudent to join forces with a Brazilian competitor to form a bidding Consortium. The Consortium rendered the consultancy Agreement with Odyssey inappropriate, and under a Joint Venture Agreement dated August 1995 with the Company, Odyssey agreed to forego its entitlement to the percentage of the gross recovery of the project and instead become equal partners with the Company in a Brazilian domiciled company, Pesqamar Pesquisas Arqueologicas Maritimas Ltda. (Pesqamar), that owns half of the Consortium.  The Company and Odyssey each owned 24.5% of the voting common  stock of Pesqamar with the remaining 51% being owned by Brazilians. The Company and Odyssey also each own 50% of the non-voting preferred stock of  Pesqamar. Under the new arrangement Odyssey funded Pesqamar's costs and the Company was to refund 50% of any costs to Odyssey when external project funding for the Santa Rosa project is in place. By May 1998, Pesqamar had incurred over $300,000 of expenses, half of which were payable by the Company.

Under an agreement dated June 1, 1998, the Company's portion of the expenditure was satisfied by the transfer of 1 million shares of common stock of Treasure & Exhibits International, Inc. to Odyssey on the basis that (a) the Company also transferred 165.5 shares of Preferred Non-Voting shares in Pesqamar to Odyssey and (b) Odyssey to be responsible for all future expenditure of Pesqamar. Following the completion of the agreement, the Company owns 428.75 of the 1,750 shares of common voting stock and 1,459.5 of the 3,250 shares of Preferred Non-Voting stock in Pesqamar.


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« Reply #1 on: August 12, 2006, 06:41:28 PM »

Odyssey Expands Shipwreck Capabilities

Odyssey now has another work-class Remotely Operated Vehicle (ROV) - ZEUS II - capable of conducting deep-ocean shipwreck archaeological excavation and recovery work. The new ROV is a 400 HP, 9-ton, advanced underwater robotic system capable of working on sites up to 2,500 meters (8,200 feet) deep. We're outfitting ZEUS II with state-of-the-art equipment for underwater archaeological projects including advanced acoustic positioning gear and high-definition cameras.

We've also purchased a new ship, similar in size to the Odyssey Explorer. The addition of the ship means we will have three major expeditions going on this year - a first for Odyssey.

Odyssey also provided an operations update.

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« Reply #2 on: August 12, 2006, 06:59:56 PM »

Nine tons! 
Gawd but that's a massive load to be swinging in and out of a ship on the open sea!


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« Reply #3 on: August 13, 2006, 07:33:44 PM »

At this point in time I'm not prepared to make any judgement regarding the degree of professionalism demonstrated by Odyssey Marine. It would appear that many claims have been made whose sole focus was raising capital. Their track record to date seems to demonstrate boundless optimism that has yet to be reflected in their traded stock. While I haven't been able to establish the ownership in the vessel noted below, if in fact it proves to be theirs I would expect this operation will be dead in the water. A radio intercept was forwarded to me by another skipper at the time the fire first broke out. From the position of the crane I would assume that they might have had an ROV in the water at the time of the fire.

Odyssey Marine Exploration Provides Operations Update
Tampa, FL - June 28, 2006 - Odyssey Marine Exploration, Inc. (AMEX: OMR), a leader in the field of deep-ocean shipwreck exploration, provided an operations update today.

The new search vessel recently purchased by the Company has left dry-dock following mobilization and technological upgrades and is en route to begin operations. This ship, approximately the same size as the Odyssey Explorer, will be fitted with a complete suite of advanced search gear including Odyssey's newest and most advanced side-scan sonar system. In the mean time, the ship will be conducting preliminary Remotely Operated Vehicle (ROV) survey operations on potential targets which have already been located during the Company's other operations.

Research Vessel Burns Off Coast of La.

Saturday, August 12, 2006
Research vessel off the coast of Louisiana continued to burn Saturday, a day after the U.S. Coast Guard rescued 40 people from the ship.

"The vessel is still afloat and they're working diligently to put out the fire," Petty Officer Susan Blake said.

This image provided by the US Coast Guard shows the 175-foot research vessel Odyssey Voyager on fire Friday Aug. 11, 2006. The U.S. Coast Guard Cutter Pelican rescued 40 people from an 175-foot research vessel named Odyssey Voyager after receiving a distress call at 5 p.m. Friday evening. The vessel is located approximately 10.5 miles south of Grand Isle, La. (AP Photo/US Coast Guard) Two men suffered minor injuries fighting the fire that started in the engine room and were transported by helicopter to West Jefferson Medical Center in Marrero.

"One fellow has some smoke inhalation and the other guy had a few lacerations," Blake said Saturday. "Neither one looked serious."

The names of the men were not available.

The rest of the crew was taken from the 175-foot Odyssey Voyager, located 10 miles off the coast, to Fourchon.

The Coast Guard planned to investigate the cause of the blaze.

It was not immediately known what type of research the crew was conducting.

NOAA search does not reveal owner or this vessel name on their search engine, curious. I would expect that in view of the extremely negative impact this news release would have on the company that a statement would be forthcoming, wouldn't you? If the vessel does not belong to them they should be quick to disclaim, in my opinion.


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« Reply #4 on: August 16, 2006, 02:06:39 AM »

Common sense doc, strange.
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« Reply #5 on: August 16, 2006, 02:42:18 PM »

Well, the good news is that the fire is out. It was so intense that they let it burn itself out rather than fight it. I talked with USCG Lt. Lamm in Louisiana. The vessel was registered in Vanutu, a little island nation that is a "flag of convenience" like Panama. There was no report on owner or leasor. I am still mystified as to why no press release by Odyssey Marine as, true or false, this is serious business that reflects on their stock valuation in the market place. I'm going to check their stock. It's been going down steadily with only one upward spike when they prematurely announced that all was well with the Sussex recovery.

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« Reply #6 on: August 16, 2006, 09:04:57 PM »

Enter Symbol:     
Business Services
OMR @ Yahoo Finance
OMR Option @ Yahoo Finance 
Stock Details
Current Price High Value Change Percent Change Dividend Previous Close
$ 2.29 $ 2.40 $ -0.07 -2.97% 0.00 $ 2.36
Opening Price Low Volume Market Cap Average Volume P/E
$ 2.39 $ 2.27 31,800 105.6M 131,410 0.00
Pivot Table 
R2 R1 Pivot S1 S2
2.45 2.37 2.32 2.24 2.19
I would say that the vessel is much lower in the water today than a week ago. My guess is that she cannot see the waterline go much higher on the hull without sinking. If I had taken any stock in this venture I would have sold it very long ago.


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« Reply #7 on: August 17, 2006, 05:18:21 AM »

Hate to see a ship on fire. See she's got a crane out. Wonder what she had down? Don't go underway like that.
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« Reply #8 on: August 20, 2006, 05:51:45 PM »

The stock is now listed as distressed and I'd guess that is the truth of it.


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« Reply #9 on: August 20, 2006, 06:32:51 PM »

Yes, my point exactly. It would appear from today's postings that I am correct in my assumptions.

2.08  -0.06 -2.80%
Volume 54,300 OMR Intraday Chart
AMEX Exchange

5d 1m 3m 1y 3y 5y 10y

Data Source: CSI 05:43 PM ET
Quotes delayed 20 minutes
Avg Daily Volume 117,861
Day's High 2.14
Day's Low 1.97 fyi  Open 2.04
Previous Close 2.14
Bid 0.01
Bid Size 100
Ask 2.10
Ask Size 100 Current Div. Yield NA
52 Week High 4.32 Market Cap. 95.95 Mil
52 Week Low 1.52 Tot. Shares Out. 46.13 Mil
Instit. Ownership 37.3% Forward P/E NA
P/E NA Sales 5.684 Mil
Earnings/Share -0.48 fyi  Return on Equity -78.70
Div/Share NA Beta NA

Would it not?


« Reply #10 on: October 06, 2006, 03:05:54 PM »

The OMR policy of four PR's a year is seriously hurting the company. It's the twenty first century. Piracy and robbery are still common, but if something high value aka treasure is to be moved, it should be possible to do so. Especially in BRITAIN.
Meanwhile, shareholders are left with NOTHING to base their valuations on. The only reason to buy the company NOW is that one ship is investigating things on the ocean floor, and one is conducting "operations."
That's not enough information to justify a Las Vegas style gamble, let alone an investment. Thankfully other sources have arisen, allowing some of us to garner additional information, and buy the stock based on it.
Nonetheless, some events should be discussed and presented, not discovered and assumed by those who bother to spend hours researching it. The leased ship, for example, is now back in its home port. The company has said NOTHING about this, and according to the press release, we have THREE ships working.
A simple press release telling shareholders this would be welcomed, along with information about the closing of the attraction, slated to occer last month.
Has it happened?
Are other sites being evaluated?
WE DON'T KNOW. They do. Until they tell us some things, many of which we've already figured out....I'm staying put.
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« Reply #11 on: October 06, 2006, 03:21:06 PM »

To further reinforce the statement; the stock has lost almost 30% of its value in the last 200 days. It appears self explanatory, doesn't it?


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« Reply #12 on: October 08, 2006, 03:59:02 PM »

I find this most interesting as well. I did wonder where they acquired the money to continue since they have been losing money steadily for, going on, three years. As I noted to Jeff K, the loss in stock value has been 30% in the last 200 days, or losing steadily since this infusion of cash.


On March 14, 2006, Odyssey Marine Exploration, Inc. (the "Company") sold 2,500,000 shares of newly designated Series D Convertible Preferred Stock ("Series D Preferred Stock") to five funds controlled by two institutional investors at a price of $3.50 per share in cash for gross proceeds of $8.75 million. The investors include Drawbridge Global Macro Master Fund Ltd. and affiliates of GLG Partners LP. The proceeds will be used for general corporate purposes.
The Series D Preferred Stock has no voting rights, except as required by Nevada law. Each share of Series D Preferred Stock is convertible into one share of the Company's Common Stock. However, no holder may convert any or all of the shares of Series D Preferred Stock held by such holder if and to the extent that such conversion would cause such holder to be a beneficial owner of more than nine and nine-tenths percent (9.9%) of the Common Stock, as determined under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended. Holders of the Series D Preferred Stock have the right to participate in any dividends declared by the Company on the Company's Common Stock on an as-if-converted basis.

In connection with this offering, the Company relied on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated under the Securities Act. All of the investors are "Accredited Investors" as such term is defined in Rule 501 of Regulation D. The investors were given access to complete information concerning the Company. The investors have represented that they have acquired the shares for investment purposes. Restrictive legends were placed on the certificates issued to the investors.

The Company has agreed to file a registration statement with the Securities and Exchange Commission to register the shares of Common Stock into which the shares of Series Preferred Stock may be converted for resale under the Securities Act by the investors at the request of the investors, and use commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable.

And what is reasonably?HuhHuh


« Reply #13 on: October 24, 2006, 03:10:06 PM »

The latest release:

Odyssey Marine Exploration Provides Operations Update

October 24, 2006 - Tampa, FL - Odyssey Marine Exploration Inc. (AMEX: OMR), a leader in the field of deep-ocean shipwreck exploration, provided a marine operations update today.

The "Atlas" Project

Odyssey's primary operational focus of summer and fall 2006 has been seven search blocks of Odyssey's "Atlas" project, which encompass the area believed to contain the "Atlas" target of highest value, code-named "Tripoli". These search blocks overlapped with other "Atlas" targets, but were designed to completely cover the area believed to hold the "Tripoli."

The Company began search operations on the project during the 2005 season, and resumed operations in April 2006. During 2005, much of the area was searched with one pass with a high-resolution side-scan sonar. During 2006, a second pass of the area was completed which included acoustic (side-scan) data and also a magnetometer datastream which helped the company create a large database of both acoustic and magnetic information. Overlaying all three layers provided an extremely high resolution map of these seven search blocks.

Once targets of interest were logged, additional high-resolution imagery and magnetometer surveys were utilized to further classify and map targets before Remotely Operated Vehicles (ROVs) were deployed to visually inspect and recover any artifacts deemed necessary for identification.

During the entire 2006 survey period, at least two ships were mobilized to engage in this search operation, and during part of the summer, three ships were utilized. After the side-scan mapping was completed, Odyssey released the leased vessel employed during the past two "Atlas" seasons and it has returned to its home port.

Following is a summary of the operations conducted in the "Tripoli" search area:

    * Anomalies detected: 1,873
    * Anomalies selected for further inspections: 1,017
    * Shipwrecks located: 161
    * Modern/20th Century Shipwrecks: 124
    * 19th Century Shipwrecks: 25
    * 17th - 18th Century Shipwrecks: 12

More targets may yet be discovered during the balance of this year's search operations, as Odyssey continues final target inspections and filling in gaps from the survey. These activities are anticipated to be completed in this area during November. These operations will also include photomosaics and preliminary excavations of sites of interest.

Odyssey filed a shipwreck arrest in the U.S. District Court for the Middle District of Florida in September. On October 11, the U.S. Magistrate recommended that Odyssey's Motion for Order Granting Preliminary Injunctive Relief be granted, giving the company exclusive Salvor-in-Possession status and prohibiting any interference with Odyssey's intended excavation of the site, believed to be a 17th Century Merchant vessel which is located outside the territorial waters of any country. However, until further ROV inspections and a preliminary archaeological excavation are completed on the arrested shipwreck site, the company is not prepared to confirm the identity or potential value.

The Odyssey Explorer is due in drydock the first week of November for what is expected to be a relatively short class inspection and re-fitting of ZEUS. During that time, artifacts and data from the arrested site will be analyzed. The Company may return to the site again after the drydock, depending on the Sussex project schedule and weather conditions.

"Thanks to advances in technology and the continuing expertise of Odyssey's seasoned crews, we once again had another highly productive "Atlas" search season. We completed mapping thousands of square miles of ocean floor in a very difficult environment, allowing us to examine scores of shipwreck sites. More importantly, we believe we've located shipwrecks with characteristics similar to those on our roster of targets," said Greg Stemm, co-founder of Odyssey Marine.

The Sussex Project

The Sussex was an 80-gun English warship lost in a severe storm in the western Mediterranean in 1694. Research suggests the Sussex was carrying a large cargo of coins when she sank. Odyssey believes it has located the shipwreck of HMS Sussex and has signed an exclusive partnering agreement with the legal owner of the shipwreck, the Government of the United Kingdom, for the archaeological excavation of the shipwreck.

In late 2005 and early 2006, Odyssey completed to the satisfaction of the Government of the United Kingdom all work detailed in Phase 1A of the Sussex archaeological project plan. The Company has also completed a portion of Phase 1B. (A public version of the project plan is available for viewing at www.shipwreck.net/sussexpp.html .) The company temporarily halted operations on the project at the request of the Spanish Ministry of Foreign Affairs while issues relative to the archaeological plan for excavation of the site, territorial and cultural resource management issues were negotiated.

In March 2006, Odyssey submitted an archaeological plan to the Spanish Ministry of Foreign Affairs which addressed questions raised by the Government of the Autonomous Region of Andalucia in reference to the ongoing HMS Sussex project. As part of this proposed plan, Odyssey agreed with the British Government to undertake additional survey operations in the area and to provide Spain with a detailed assessment of the region's underwater cultural heritage in deep water, as well as assistance in developing a plan for managing and protecting those resources.

In August, additional clarifications and a response to additional questions were provided at a meeting in Seville arranged by the Spanish Ministry of Foreign Affairs with representatives of the Government of Andalucia through the offices of the Embassy of the United Kingdom. As a result of that meeting, the outstanding matters were narrowed to three issues relating to site mapping, positional information and formalization of the submission of the plan through the project archaeologists.

Odyssey is working closely with the offices of the Embassy of the United Kingdom and the United Kingdom's Ministry of Defence to address these final issues and anticipates that they will be resolved in time to resume operations later this year.

Throughout the duration of this complicated multi-national situation, the Spanish Ministry of Foreign Affairs, the United Kingdom Foreign and Commonwealth Office and Ministry of Defence, the United States Department of State and representatives of the Autonomous Region of Andalucia have all contributed resources and attention to solving a complex series of issues relating to the Sussex project. While it has taken longer to resolve these issues than anticipated, we believe that the results will translate to goodwill between all the parties and serve to provide a platform for future cooperation in underwater exploration and management of deep ocean cultural heritage.

About Odyssey Marine Exploration

Odyssey Marine Exploration is an American Stock Exchange Company with several shipwreck projects in various stages of development throughout the world. Additional information about Odyssey, its projects, methodologies and technologies, is available at www.shipwreck.net.

In order to protect the identities of the targets of planned search operations, Odyssey may not disclose specific information relating to ship operations and search targets until the Company has located the targeted shipwreck or shipwrecks and determined a course of action to protect its property rights, which may include recovery of artifacts and transport to an appropriate jurisdiction.

For additional information, please contact Laura Lionetti Barton at 813-876-1776 ext 2562.

# # #

Odyssey Marine Exploration believes the information set forth in this press release may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in "Risk Factors," and "Business" in the Company's annual report on Form 10-K for the year ended December 31, 2005, which has been filed with the Securities and Exchange Commission.
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« Reply #14 on: October 24, 2006, 03:27:29 PM »

I would say that they are doing an awful lot of explaining but I am troubled about the bit about artifacts, aren't you?

Odyssey filed a shipwreck arrest in the U.S. District Court for the Middle District of Florida in September. On October 11, the U.S. Magistrate recommended that Odyssey?s Motion for Order Granting Preliminary Injunctive Relief be granted, giving the company exclusive Salvor-in-Possession status and prohibiting any interference with Odyssey?s intended excavation of the site, believed to be a 17th Century Merchant vessel which is located outside the territorial waters of any country. However, until further ROV inspections and a preliminary archaeological excavation are completed on the arrested shipwreck site, the company is not prepared to confirm the identity or potential value.

I have a bit of trouble with this statement as they said they had identified it for the judge. In addition the AIS screen has shown them INSIDE the territorial waters of the UK for some time now.

The Odyssey Explorer is due in drydock the first week of November for what is expected to be a relatively short class inspection and re-fitting of ZEUS.

So What happened to Zeus? Did it get damaged in 5-6 foot seas?

During that time, artifacts and data from the arrested site will be analyzed. The Company may return to the site again after the drydock, depending on the Sussex project schedule and weather conditions.

Artifacts? Have they removed something of interest? Going into drydock for inspection, even if no work is done(which I can't imagine) is a lengthy process. I have owned and operated inspected vessels. Not going to be much time left for the Sussex, if they clear all the government hurdles. The leased vessel left?? Was that the Ocean Alert? After lying at anchor for more than a week she has gone off the local screen.

Lots of questions but few answers.


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