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”.

“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.

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”)

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

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

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

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.

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.

(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.

(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.

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.

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.

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.

(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

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.

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).

(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.

(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

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.

(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]

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

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

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

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

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

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

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)

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

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.

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

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

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

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

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

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

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

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

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