EXPL Endurance Exploration Group Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 15, 2015

ENDURANCE EXPLORATION GROUP, INC.

 (Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

 

333-141817	03-0611187
(Commission File Number)	(IRS Employer Identification No.)

15500 Roosevelt Blvd, Suite 301

Clearwater, FL, 33760

(Address of principal executive offices and zip code)

(727) 289-0010

 (Registrant’s telephone number including area code)

Althardstrasse 10
CH-8105 Regensdorf, Switzerland

 (Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry Into a Material Definitive Agreement

On May 15, 2015, Endurance Exploration Group, Inc. (“Endurance”) entered into a contract with Eclipse Group Inc. (“Eclipse”) for Eclipse to provide remotely operated vehicle (“ROV”) and other subsea equipment charter services, along with the personnel required in connection with the operation and monitoring of the ROV in connection with Endurance’s investigation, inspection, and salvage of a shipwreck, believed to be that of the SS Connaught, located off the coast of New England.  Steven Saint Amour, who serves as a member of the Board of Directors of Endurance, is a principal shareholder and officer of Eclipse.  

Endurance will issue 2,000,000 shares of common stock to Eclipse, with an agreed value of $500,000, under the contract, and reimburse Eclipse in cash for it’s out of pocket costs plus 10%, including payments to personnel, engineers, and other technicians required to operate and maintain the ROV equipment during the summer mission

Separately, on May 15, 2015, Endurance entered into a contract with Overseas Marine Vessel Holding Corp, LLC (“Overseas”) to provide for the charter of the 120’ workboat, MV Manisee, to be used this summer in the shipwreck salvage.  Overseas is affiliated with Endurance’s CEO, and Endurance will not pay a charter fee for use of the vessel, but will be responsible for all out of pocket costs for operation of the vessel during the charter period, including but not limited to: vessel crew and personnel, fuel, maintenance, and vessel modifications.

Endurance expects that the survey and salvage mission will be conducted over a 4 month period, with mobilization taking place in mid-to-late June, and onsite survey and salvage work beginning in July and continuing until mid-September.

About the SS Connaught

Built in Ireland and launched in 1860, the 380-foot iron-hulled side-wheel steamer S.S. Connaught was lauded as one of the largest and most luxurious ocean-going liners in service, a true Titanic of her time. Upon sinking on only her second voyage, the S.S. Connaught became best known for her tragic role in what has been called one of the most courageous and daring rescues in maritime history.

The elegant S.S. Connaught departed Galway, Ireland on September 25, 1860, bound for Boston by way of St. John's, Newfoundland. She departed for the final leg to Boston with 50 first-class passengers, 417 in steerage and a full crew of 125. In addition, she was quietly loaded with £10,000 in gold coins, possibly bound for a visiting member of the British royal family.

Her routine voyage became perilous when she sprang a leak in a sudden storm, forcing passengers and crew alike to join forces in an effort to save her. Though the leak was brought under control, the doomed ship soon faced a far more dangerous adversary—a fire below her decks.

Smoke and flames drove passengers and crew alike to the top deck, building in strength so quickly that none of the gold cargo or valuable passenger belongings could be saved. Lifeboats were ordered lowered, but they were smashed by the violent waves.

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Disaster seemed all but certain—until a tiny fruit transport sailed to intercept the burning ship. By this time the S.S. Connaught's hulls were so hot they boiled the waves as they crashed against her. Heroism abounded as a line was thrown across decks, transferring women and children first, then the male passengers and crew. There were soon so many people on the tiny fruit transport that they stood on every available patch of deck, some even clinging to the tall masts and rigging.

The Captain of the S.S. Connaught was bound by tradition to leave last. Soon after he departed, both rescuers and rescued watched as the S.S. Connaught disappeared beneath the waves, over one hundred miles from the nearest land.  It was a long and trying night, but every soul was safely delivered to Boston's India Wharf the following day.  Nearly 600 souls had been transferred from one of the largest ocean liners of the time to a tiny fruit transport without a single loss of life.

Copies of the contracts are attached hereto as Exhibits 10.1 and 10.2

The contracts were unanimously approved by the Board of Directors of Endurance.

More information about Endurance is available at the follow sites:

http://www.eexpl.com/

www.facebook.com/EnduranceExplorationGroup

Cautionary Information Regarding Forward-Looking Statements.

This Form 8-K and the attached press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties including but not limited to legal and operational risks of offshore, historic shipwreck recovery.

Forward-looking statements contained in this Form 8-K and in the attached press release are made under the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from the anticipated. The information contained in this release is as of May 18, 2015. Endurance Exploration Group, Inc. assumes no obligation to update forward-looking statements contained in this Form 8-K and attached press release as the result of new information or future events or developments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1

Letter Agreement between Endurance Exploration Group, Inc. and Eclipse Group Inc.

10.2

Letter Agreement between Endurance Exploration Group, Inc. and Overseas Marine Vessel Corp, LLC

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

	ENDURANCE EXPLORATION GROUP, INC.
Dated:  May 18, 2015	By:	/s/ Micah Eldred
		Name:  Micah Eldred  Title: President and Chief Executive Officer

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AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 15th day of May 2015, by and between Endurance Exploration Group, Inc., a Florida corporation, (“Endurance”) and, Eclipse Group, Inc., a Maryland corporation. (“Contractor”)

WHEREAS, Endurance has located a number lost shipwrecks through the use of side-scan sonar inside its “Sailfish” search area consisting of approximately 700 sq. miles; and,

WHEREAS, Endurance desires the Contractor to provide services, equipment and/or personnel in support of the anticipated Endurance mission(s) to inspect and recover one or more of the shipwreck cargoes located by Endurance; and,

WHEREAS, the Contractor desires to supply services equipment and/or personnel in support of Endurance’s anticipated mission(s); and,

WHEREAS, the Parties desire to establish a formal contractual relationship to govern their work together in accordance with the terms and conditions of this Agreement:

NOW THEREFORE, in consideration of the mutual promises, terms and conditions herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

1.  

SERVICES, EQUIPMENT AND/OR PERSONNEL PROVIDED BY CONTRACTOR

1.1

The services, equipment and/or personnel to be provided by the Contractor herein are fully described in Schedule “A” attached to this Agreement and incorporated by this reference.

1.2

Any addendum changes, modifications, additions or deletions from the services, equipment and/or personnel as specified in Schedule “A” must be in the form of a written agreement and signed by both parties and attached to all original copies of this Agreement.

2.

COMPENSATION

2.1

The total amount of compensation to be paid to Contract by Endurance is fully described in Schedule “B” attached to this Agreement and incorporated by this reference.

2.2

Any addendum changes, modifications, additions or deletions from total amount of compensation as specified in Schedule “B” must be in the form of a written agreement and signed by both parties and attached to all original copies of this Agreement

3.  

CONFIDENTIALITY, MUTUAL NON-DISCLOSURE AND NON-COMPETE

3.1

The  Parties, in the ordinary course of their working relationship, will disclose Confidential Information to one another.

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3.2

Once disclosed the receiving party shall not disclose such Confidential Information to any contractor or other third party without prior, written approval from the disclosing party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that each party uses to protect its own proprietary and confidential information, but in no case less than reasonable care.

3.3

Once disclosed, the receiving party shall not use said Confidential Information itself or in conjunction with any contractor or other third party in order to compete in the location and salvage of any shipwreck or other target inside the search area represented by the Confidential Information supplied.

3.4

The receiving party shall ensure that each of its employees, officers, directors, or agents who has access to the Confidential Information disclosed under this Agreement, is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement including the prohibition against competition. Either party shall properly notify the other party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

3.5

All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information. The receiving party shall honor any request from the disclosing party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The parties agree that they could suffer irreparable injury if there Confidential Agreement is made public, released to a third party or otherwise disclosed in breach of this Agreement and that the disclosing party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual, punitive and exemplary damages from a court of competent jurisdiction may be justified.

4.  NON-PUBLIC INFORMATION

The parties understand that Endurance is a publicly traded company. Contractor, its owners, agents and employees may, during the course of their working relationship, obtain material, non--public information that could impact the trading price of the Endurance stock in either a positive or negative fashion. Contractor, its owners, agents and employees understand that material non-public information is also Confidential Information and they may not act upon that information in any manner, directly or indirectly, with respect to the publicly traded shares of Endurance.

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5.

PUBLICITY

In addition to the restrictions in the dissemination of Confidential Information and in disclosing material, non-public information contained in paragraphs 3 and 4 above, publicity, advertising or any other form of press release or public announcement relating to this Agreement or the results of the operations anticipated by the working relationship of the parties shall not be made including the name of the other party without the express written approval of the said party except as may be required pursuant to the terms and conditions of paragraph 6 below.

6.

DISCLOSURE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT

As mentioned in paragraph 4 above, and the restrictions of paragraph 5 not withstanding, the parties understand that Endurance is publicly traded company. Endurance and/or its legal counsel may deem this Agreement to be a "Materially Definitive Agreement" as defined by the U.S. Securities and Exchange Commission, ("SEC”). If so, Endurance and/or its legal counsel, may, at their sole discretion, file a Form 8-K attaching this Agreement as an exhibit and thereby disclosing all terms and conditions of this Agreement to the public in compliance with SEC rules.

7.

TERMINATION

Either party may terminate this agreement by giving 10 days, written Notice by any means outlined in paragraph 8 below.  In the case of the Contractor giving notice of termination to Endurance, said termination of use of the Contractor’s services, equipment and personnel shall not jeopardize any scheduled operations.

8.

NOTICES

All notices or communications required by this Agreement or desired to be given hereunder, shall be in writing and given by electronic mail, certified or registered mail, return receipt requested or courier and shall be deemed to be given when received.  Notices shall be addressed to the individual identified below and at the addresses specified below.  Either Party may change its point of contact by written notice to the other sent pursuant to this paragraph.

To Endurance:		To  Contractor:
c/o Christine Zitman CFO		c/o Steve Staint Amour
15500 Roosevelt Blvd.		1997 Annapolis Exchange Parkway
Suite 303		Suite 300
St. Petersburg, FL  33760		Annapolis, MD 21401
US (727) 533-5555
czitman@islandstocktransfer.com		ssaintamour@eclipse.us.com

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9.

JURISDICTION AND VENUE

The parties confer jurisdiction and venue upon the State of Florida in the County of Pinellas to hear any legal matters that may arise between them. The prevailing party, in any such matter, shall be entitled to reasonable costs and attorneys’ fees.

10.  

AMENDMENT

10.1

This Agreement sets forth the full and complete understanding of the parties concerning the subject matter hereof as of the effective date first written above and supersedes any and all negotiations, agreements, proposals, bids, offers and representations made or dated prior thereto.

10.2

This Agreement may be amended or modified only by written documents executed on behalf of the parties hereto. Oral agreements contemporaneous with or subsequent to the date of this Agreement shall not constitute modifications hereof, unless reduced to writing in accordance with the provisions hereof and signed by both Parties.

11.  

INDEMNIFICTION

Each party agrees to indemnify and hold the other harmless, including its officers, directors, shareholders, employees, agents, representatives and controlling persons, from and against any and all damages, including attorneys fees, incurred by other party resulting from the actions performed pursuant to this Agreement, except for damages that result from the gross negligence or willful misconduct of a party. This paragraph shall survive the termination of this Agreement.

12.  

ASSIGNMENT

Endurance may assign this Agreement, or any portion hereof, to any successor in interest to a substantial portion of its business and/or assets at any time.  All assignments by Contractor require the prior written consent of Endurance, in its sole discretion.  Subject to the foregoing limitations, this Agreement shall inure to the benefit of and be binding upon the Parties thereto and their successors and assigns.

13.    

SEVERABILITY

In the event one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, void, illegal or unenforceable in any respect, such invalidity, voidness, illegality or unenforceability shall not effect the remaining provisions hereof, and the offending provisions shall be modified so as to be valid, legal, and enforceable to the extent possible while maintaining the intent of the Parties.

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14.

IN WITNESS WHEREOF, the Parties hereto have executed the Agreement effective on the date first set forth above.

Endurance Exploration Group, Inc.;		Contractor:
(Signature)		(Signature)
By: Christine Zitman		By: Steven Saint Amour
Its:  CFO		Its: COO
		5/14/2015
Date		Date

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SCHEDULE “A”

SERVICES, EQUIPMENT AND PERSONNEL PROVIDED BY CONTRACTOR

1.

Contractor will provide Sub-Atlantic Super Mohawk ROV system, including LARs, control van, and various other subsea equipment.  Contractor will provide technical operations and support personnel for the operation of the ROV.   Contractor will provide general advice as it sees fit for the planning and operations of the survey and salvage mission.

2.  Estimated total days including transportation of equipment and travel, mobilization and demobilization and time offshore, to be approximately 90 days.  

3.  Contractor to be self-insured.

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SCHEDULE “B”

CONTRACTOR COMPENSATION

1.

Compensation to Contractor for the Services described in Schedule “A” above shall be the payment, by Endurance, of 2,000,000 shares of Endurance Common Stock, valued at $0.25 per share.  Such shares will be considered “restricted/control” shares under federal securities regulations, and will be issued under an exemption from registration under federal securities laws, and will carry all appropriate legends.  Contractor will provide Endurance with a credit of $500,000 for this payment and will bill its daily ROV charter and equipment rate against this credit.  The daily rate billed shall be $2,500 and may be adjusted up or down upon mutual written agreement between the parties once final equipment selection is determined.  In the event total day rate fees described above are less than the $500,000 credit given, credit will be available to Endurance for future use on this or other projects.

2.

Additionally, all direct and out-of-pocket costs, incurred by Contractor, including but not limited to: ROV personnel pilots and technicians, mobilization costs, support equipment costs, shall be reimbursed by Endurance, in cash, at cost plus 10%.

3.

Personnel Rate Schedule:

To be determined.

Other 3^rd party costs will include:

·

Ground and air transportation

·

Meals and Lodging if required

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AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 15th day of May 2015, by and between Endurance Exploration Group, Inc., a Florida corporation, (“Endurance”) and, Overseas Marine Vessel Corp, LLC., a Florida limited liability company. (“Contractor”)

WHEREAS, Endurance has located a number lost shipwrecks through the use of side-scan sonar inside its “Sailfish” search area consisting of approximately 700 sq. miles; and,

WHEREAS, Endurance desires the Contractor to provide services, equipment and/or personnel in support of the anticipated Endurance mission(s) to inspect and recover one or more of the shipwreck cargoes located by Endurance; and,

WHEREAS, the Contractor desires to supply services equipment and/or personnel in support of Endurance’s anticipated mission(s); and,

WHEREAS, the Parties desire to establish a formal contractual relationship to govern their work together in accordance with the terms and conditions of this Agreement:

NOW THEREFORE, in consideration of the mutual promises, terms and conditions herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

1.  

SERVICES, EQUIPMENT AND/OR PERSONNEL PROVIDED BY CONTRACTOR

1.1

The services, equipment and/or personnel to be provided by the Contractor herein are fully described in Schedule “A” attached to this Agreement and incorporated by this reference.

1.2

Any addendum changes, modifications, additions or deletions from the services, equipment and/or personnel as specified in Schedule “A” must be in the form of a written agreement and signed by both parties and attached to all original copies of this Agreement.

2.

COMPENSATION

2.1

The total amount of compensation to be paid to Contract by Endurance is fully described in Schedule “B” attached to this Agreement and incorporated by this reference.

2.2

Any addendum changes, modifications, additions or deletions from total amount of compensation as specified in Schedule “B” must be in the form of a written agreement and signed by both parties and attached to all original copies of this Agreement

3.  

CONFIDENTIALITY, MUTUAL NON-DISCLOSURE AND NON-COMPETE

3.1

The Parties, in the ordinary course of their working relationship, will disclose Confidential Information to one another.

1

3.2

Once disclosed the receiving party shall not disclose such Confidential Information to any contractor or other third party without prior, written approval from the disclosing party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that each party uses to protect its own proprietary and confidential information, but in no case less than reasonable care.

3.3

Once disclosed, the receiving party shall not use said Confidential Information itself or in conjunction with any contractor or other third party in order to compete in the location and salvage of any shipwreck or other target inside the search area represented by the Confidential Information supplied.

3.4

The receiving party shall ensure that each of its employees, officers, directors, or agents who has access to the Confidential Information disclosed under this Agreement, is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement including the prohibition against competition. Either party shall properly notify the other party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

3.5

All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information. The receiving party shall honor any request from the disclosing party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The parties agree that they could suffer irreparable injury if there Confidential Agreement is made public, released to a third party or otherwise disclosed in breach of this Agreement and that the disclosing party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual, punitive and exemplary damages from a court of competent jurisdiction may be justified.

4.  NON-PUBLIC INFORMATION

The parties understand that Endurance is a publicly traded company. Contractor, its owners, agents and employees may, during the course of their working relationship, obtain material, non--public information that could impact the trading price of the Endurance stock in either a positive or negative fashion. Contractor, its owners, agents and employees understand that material non-public information is also Confidential Information and they may not act upon that information in any manner, directly or indirectly, with respect to the publicly traded shares of Endurance.

2

5.

PUBLICITY

In addition to the restrictions in the dissemination of Confidential Information and in disclosing material, non-public information contained in paragraphs 3 and 4 above, publicity, advertising or any other form of press release or public announcement relating to this Agreement or the results of the operations anticipated by the working relationship of the parties shall not be made including the name of the other party without the express written approval of the said party except as may be required pursuant to the terms and conditions of paragraph 6 below.

6.

DISCLOSURE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT

As mentioned in paragraph 4 above, and the restrictions of paragraph 5 not withstanding, the parties understand that Endurance is publicly traded company. Endurance and/or its legal counsel may deem this Agreement to be a "Materially Definitive Agreement" as defined by the U.S. Securities and Exchange Commission, ("SEC”). If so, Endurance and/or its legal counsel, may, at their sole discretion, file a Form 8-K attaching this Agreement as an exhibit and thereby disclosing all terms and conditions of this Agreement to the public in compliance with SEC rules.

7.

TERMINATION

Either party may terminate this agreement by giving 24-hour, written Notice by any means outlined in paragraph 8 below.  In the case of the Contractor giving notice of termination to Endurance, said termination of use of the Contractor’s services, equipment and personnel shall not jeopardize any scheduled operations.

8.

NOTICES

All notices or communications required by this Agreement or desired to be given hereunder, shall be in writing and given by electronic mail, certified or registered mail, return receipt requested or courier and shall be deemed to be given when received.  Notices shall be addressed to the individual identified below and at the addresses specified below.  Either Party may change its point of contact by written notice to the other sent pursuant to this paragraph.

To Endurance:		To  Contractor:
c/o Christine Zitman CFO		c/o Micah Eldred, CEO
15500 Roosevelt Blvd.		15500 Roosevelt Blvd.
Suite 303		Suite 303
St. Petersburg, FL  33760		St. Petersburg, FL  33760
US (727) 533-5555
czitman@islandstocktransfer.com		micah@spartansecurities.com

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9.

JURISDICTION AND VENUE

The parties confer jurisdiction and venue upon the State of Florida in the County of Pinellas to hear any legal matters that may arise between them. The prevailing party, in any such matter, shall be entitled to reasonable costs and attorneys’ fees.

10.  

AMENDMENT

10.1

This Agreement sets forth the full and complete understanding of the parties concerning the subject matter hereof as of the effective date first written above and supersedes any and all negotiations, agreements, proposals, bids, offers and representations made or dated prior thereto.

10.2

This Agreement may be amended or modified only by written documents executed on behalf of the parties hereto. Oral agreements contemporaneous with or subsequent to the date of this Agreement shall not constitute modifications hereof, unless reduced to writing in accordance with the provisions hereof and signed by both Parties.

11.  

INDEMNIFICTION

Each party agrees to indemnify and hold the other harmless, including its officers, directors, shareholders, employees, agents, representatives and controlling persons, from and against any and all damages, including attorneys fees, incurred by other party resulting from the actions performed pursuant to this Agreement, except for damages that result from the gross negligence or willful misconduct of a party. This paragraph shall survive the termination of this Agreement.

12.  

ASSIGNMENT

Endurance may assign this Agreement, or any portion hereof, to any successor in interest to a substantial portion of its business and/or assets at any time.  All assignments by Contractor require the prior written consent of Endurance, in its sole discretion.  Subject to the foregoing limitations, this Agreement shall inure to the benefit of and be binding upon the Parties thereto and their successors and assigns.

13.    

SEVERABILITY

In the event one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, void, illegal or unenforceable in any respect, such invalidity, voidness, illegality or unenforceability shall not effect the remaining provisions hereof, and the offending provisions shall be modified so as to be valid, legal, and enforceable to the extent possible while maintaining the intent of the Parties.

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14.

IN WITNESS WHEREOF, the Parties hereto have executed the Agreement effective on the date first set forth above.

Endurance Exploration Group, Inc.;		Contractor:
(Signature)		(Signature)
By: Christine Zitman		By: Micah Eldred
Its:  CFO		Its: Manager
		5/14/2015
Date		Date

5

SCHEDULE “A”

SERVICES, EQUIPMENT AND PERSONNEL PROVIDED BY CONTRACTOR

1.

Contractor will provide the vessel M/V Manisee.

2.  Estimated total days including transportation of equipment and travel, mobilization and demobilization and time offshore, to be approximately 90 days.  

3.  Contractor to be self-insured.

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SCHEDULE “B”

CONTRACTOR COMPENSATION

1.

Total compensation to Contractor for the vessel M/V Manisee described in Schedule “A” above shall be the payment, by Endurance, of all direct and out-of-pocket costs only, incurred by Contractor, including but not limited to, mooring, food, fuel, lube, satellite communications, crew costs, vessel modification, mobilization fees, taxes, and other as deemed necessary and agreed between the parties.

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