RMST Exhibitions, Inc., 3340 Peachtree Road NE, Suite 2250 Atlanta, Georgia 30326 Phone ###-###-#### Fax ###-###-#### www.bodiesrevealed.com www.rmstitanic.net www.titanicscience.com

All services and work product to be performed by WHOI hereunder, all results thereof and all materials recorded, created and/or produced by WHOI on the Expedition 2010 (whether or not delivered by WHOI to RMST, whether or not copyrightable and whether created alone or in conjunction with any other person or entity), including without limitation, all data, video footage and still photography and all copyright and other intellectual property rights therein (collectively, the “Materials”), shall be owned exclusively by RMST and shall, to the greatest extent possible, be considered “works-made-for-hire” for the benefit of RMST within the meaning of the United States Copyright Act. To the extent that any of the Materials are not considered works-made-for-hire for RMST, WHOI will sign a separate agreement assigning such Materials to RMST.

RMST agrees that it will execute a royalty-free, perpetual, non-exclusive license to WHOI (as set forth in a later written license agreement to be negotiated in good faith and later entered by the parties) to utilize any or all of the Materials for non-commercial purposes (except where limited by the rights of third parties such as any broadcast or television production licensee of RMST), and specifically provided that WHOI will not release or use (or authorize third parties to use) any such Materials for any television or other media or other commercial exploitation without first receiving RMST’s written permission.

RMST is entitled to freely utilize all video, photographs and other work product, data and other intellectual property and other Materials from the Expedition and/or generated by WHOI, under this agreement, in its exhibitions, websites, marketing, public relations and ancillary revenue streams (including by licensing certain television programming and other rights to third-parties) and to retain 100% of the revenue generated from the exploitation of such intellectual property and other Materials and the uses described herein.

Except as provided for in this section (including the royalty-free licenses to WHOI described herein), WHOI agrees that it shall have no right to use the Materials other than as required directly in the performance of services hereunder or by subsequent written agreement of the parties. Any and all intellectual property obtained during Expedition 2010 not using WHOI services or technology will also be owned exclusively by RMST, with certain non-commercial rights of use to be licensed to WHOI on a similar royalty-free, perpetual and non-exclusive basis (except where limited by the rights of third parties such as any broadcast licensee), as set forth in a written license agreement to be negotiated in good faith and later entered by the parties.

RMST and/or RMST’s licensees, successors and assigns shall be considered, forever and for all purposes throughout the universe, the author of the Materials and the sole copyright owner thereof, and the owner of all rights therein, whether or not copyrightable, and all proceeds derived therefrom, with the right to make such changes to the Materials and such uses and dispositions thereof, in whole or in part, by all means, methods and media, whether now known or hereafter invented, as RMST may, from time to time, determine as author and owner of the Materials. RMST shall not be required to pay any additional fees or royalties for the rights conveyed to RMST by WHOI hereunder.

Notwithstanding the above, WHOI reserves the right to publish data obtained from this Expedition at its discretion (except where limited by the rights of any broadcast or television production licensee of RMST), so long as the publications do not interfere with, violate or undermine RMST’s goals and role as salvor-in-possession, its agreements with third parties or RMST’s own design and presentation of its Titanic exhibitions or other commercial enterprises. The Parties agree to meet and confer to resolve any questions or disputes over the placement and utilization by WHOI of its data and imagery obtained during Expedition 2010.