10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2008

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission File Number 001-31895

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada	84-1018684
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5215 W. Laurel Street, Tampa, Florida 33607

(Address of principal executive offices) (Zip code)

(813) 876-1776

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer:	¨	Accelerated filer:	x
Non-accelerated filer:	¨  (Do not check if a smaller Reporting company)	Smaller reporting company:	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes  ¨    No  x

The number of outstanding shares of the registrant’s Common Stock, $.0001 par value, as of July 31, 2008 was 48,177,136.

    

		Page No.
Part I:	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4 – 5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7 – 15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15 – 22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
Part II:	Other Information
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
Signatures		24

2

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited) June 30, 2008			December 31, 2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,173,745		$	18,321,349
Restricted cash		490,963			—
Accounts receivable, net		462,168			585,051
Inventory		1,398,814			2,024,676
Other current assets		308,854			401,329
Total current assets		8,834,544			21,332,405
PROPERTY AND EQUIPMENT
Equipment and office fixtures		14,101,788			13,495,418
Building and land		4,702,173			3,709,873
Accumulated depreciation		(7,995,774	)		(6,875,121	)
Total property and equipment, net		10,808,187			10,330,170
OTHER ASSETS
Inventory (non current)		6,057,591			5,746,970
Other non current assets		1,136,561			1,148,155
Total other assets		7,194,152			6,895,125
Total assets	$	26,836,883		$	38,557,700
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	559,175		$	776,378
Accrued expenses		1,693,523			3,562,260
Mortgage and loans payable		2,542,774			449,024
Deposits		16,979			82,090
Total current liabilities		4,812,451			4,869,752
LONG TERM LIABILITIES
Mortgage and loans payable		734,917			2,601,286
Deferred income from Revenue Participation Certificates		887,500			887,500
Total long term liabilities		1,622,417			3,488,786
Total liabilities		6,434,868			8,358,538
STOCKHOLDERS’ EQUITY
Preferred stock - $.0001 par value; 2,469,980 shares authorized; none outstanding		—			—
Preferred stock series D convertible - $.0001 par value; 7,340,000 shares authorized; 6,900,000 issued and outstanding		690			690
Preferred stock series E convertible - $.0001 par value; 20 shares authorized; 13 issued and outstanding		—			—
Preferred stock series F convertible - $.0001 par value; 30 shares authorized; 22 issued and outstanding		—			—
Common stock - $.0001 par value; 100,000,000 shares authorized; 48,129,636 and 47,766,848 issued and outstanding		4,813			4,777
Additional paid-in capital		96,082,606			93,659,049
Accumulated deficit		(75,686,094	)		(63,465,354	)
Total stockholders’ equity		20,402,015			30,199,162
Total liabilities and stockholders’ equity	$	26,836,883		$	38,557,700

The accompanying notes are an integral part of these financial statements.

3

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited

	Three Months Ended
	June 30, 2008			June 30, 2007
REVENUE	$	1,120,553		$	1,732,348
OPERATING EXPENSES
Cost of sales		233,629			525,939
Marketing, general and administrative		2,409,328			3,026,709
Operations and research		3,976,649			4,461,103
Total operating expenses		6,619,606			8,013,751
LOSS FROM OPERATIONS		(5,499,053	)		(6,281,403	)
OTHER INCOME (EXPENSE)
Interest income		37,199			68,556
Interest expense		(9,772	)		(123,771	)
Other		31,947			18,998
Total other income (expense)		59,374			(36,217	)
LOSS BEFORE INCOME TAXES		(5,439,679	)		(6,317,620	)
Income tax benefit (provision)		—			—
NET LOSS		(5,439,679	)		(6,317,620	)
NET LOSS PER SHARE
Basic and diluted	$	(.11	)	$	(.13	)
Weighted average number of common shares outstanding
Basic and diluted		48,082,117			47,038,620

The accompanying notes are an integral part of these financial statements.

4

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited

	Six Months Ended
	June 30, 2008			June 30, 2007
REVENUE	$	1,401,582		$	3,881,544
OPERATING EXPENSES
Cost of sales		326,749			1,011,969
Marketing, general and administrative		5,695,331			5,690,462
Operations and research		7,764,291			7,214,935
Total operating expenses		13,786,371			13,917,366
LOSS FROM OPERATIONS		(12,384,789	)		(10,035,822	)
OTHER INCOME (EXPENSE)
Interest income		142,760			112,413
Interest expense		(48,209	)		(247,184	)
Other		69,497			42,814
Total other income (expense)		164,048			(91,957	)
LOSS BEFORE INCOME TAXES		(12,220,741	)		(10,127,779	)
Income tax benefit (provision)		—			—
NET LOSS		(12,220,741	)		(10,127,779	)
NET LOSS PER SHARE
Basic and diluted	$	(.25	)	$	(.25	)
Weighted average number of common shares outstanding
Basic and diluted		47,997,164			46,947 ,430

The accompanying notes are an integral part of these financial statements.

5

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited

	Six Months Ended
	June 30, 2008			June 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,220,741	)	$	(10,127,779	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		1,435,126			1,285,784
Financing costs		33,794			—
Loss on disposal of equipment		28,386			18,576
Share-based compensation		1,249,671			661,786
(Increase) decrease in:
Restricted cash		(490,963	)		—
Accounts receivable		122,883			56,193
Inventory		315,241			718,072
Other assets		99,699			(109,169	)
Increase (decrease) in:
Accounts payable		(217,203	)		149,293
Accrued expenses		(1,768,795	)		(11,181	)
NET CASH (USED) BY OPERATING ACTIVITIES		(11,412,902	)		(7,358,425	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,170,159	)		(527,098	)
Proceeds from sale of equipment		12,000			—
NET CASH (USED) BY INVESTING ACTIVITIES		(1,158,159	)		(527,098	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		808,870			452,781
Proceeds from issuance of preferred stock		—			14,300,000
Proceeds from warrants exercise		200,000			—
Broker commission and fees on private offering		—			(45,000	)
Proceeds from issuance of loan payable		2,500,000			—
Repayment of mortgage and loans payable		(3,085,413	)		(226,030	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		423,457			14,481,751
NET INCREASE (DECREASE) IN CASH		(12,147,604	)		6,596,228
CASH AT BEGINNING OF PERIOD		18,321,349			2,415,842
CASH AT END OF PERIOD	$	6,173,745		$	9,012,070
SUPPLEMENTARY INFORMATION:
Interest paid	$	48,856		$	257,479
Income taxes paid	$	—		$	—
NON CASH TRANSACTIONS:
Beneficial conversion option related to preferred stock issuance	$	—		$	1,555,338
Settlement of outstanding balances with line of credit	$	3,018,310		$	—
Building and equipment purchased with financing	$	779,000		$	—
Accrued compensation paid by common stock	$	165,051		$	189,395
Transfer of Attraction development assets into Property and equipment	$	—		$	280,539

The accompanying notes are an integral part of these financial statements.

6

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Odyssey Marine Exploration, Inc. and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in financial statements prepared in accordance with generally accepted accounting principles. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

In the opinion of management, these financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial position as of June 30, 2008, and the results of operations and cash flows for the interim periods presented. Operating results for the three-month period ended June 30, 2008 are not necessarily indicative of the results that may be expected for the full year.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Odyssey Marine, Inc., Odyssey Marine Services, Inc., OVH, Inc, Odyssey Retriever, Inc. and Odyssey Marine Entertainment, Inc. All significant inter-company transactions and balances have been eliminated.

Shipwreck Heritage Press, LLC was organized during 2005 to publish and distribute print media. The entity does not have activity and has not been capitalized, and therefore, it is not consolidated.

Use of Estimates

Management used estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used.

Revenue Recognition and Accounts Receivable

Revenue from sales is recognized at the point of sale when legal title transfers. Legal title transfers when product is shipped or is available for shipment to customers. Bad debts are recorded as identified, and no allowance for bad debts has been recorded. A return allowance is established for sales which have a right of return. Accounts receivable is stated net of any recorded allowance for returns.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, prepaid expense, accounts payable, accrued expense, loan payable and mortgage payable approximate fair value. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that we could realize in a current market exchange.

Inventory

Our inventory consists of artifacts recovered from the SS Republic shipwreck, general branded merchandise and related packaging material. The value of recovered artifacts in inventory includes the costs of recovery and conservation. The recovery costs also include the fee paid to an insurer to relinquish the insurer’s claim to the artifacts recovered from the shipwreck. The

7

capitalized costs include direct costs of recovery such as vessel and related equipment operations and maintenance, crew and technical labor, fuel, provisions and supplies, port fees and depreciation. Conservation costs include fees paid to conservators for cleaning and preparing the artifacts for sale. We continually monitor the recorded aggregate costs of the artifacts in inventory to ensure these costs do not exceed the net realizable value. We use historical sales, publications or available public market data to assess market value.

Packaging materials and merchandise are recorded at average cost. We record our inventory at the lower of cost or market.

Long-Lived Assets

Our policy is to recognize impairment losses relating to long-lived assets in accordance with Financial Accounting Standards Board No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows. Due to reorganization of our themed attraction segment and the closing of our attraction in the New Orleans, we accelerated the estimated useful lives of certain fixed assets and leasehold improvements resulting in additional depreciation and amortization for the period ended December 31, 2007 of $928,427.

Comprehensive Income

Securities with a maturity greater than three months from purchase date are deemed available-for-sale and carried at fair value. Unrealized gains and losses on these securities are excluded from earnings and reported as a separate component of stockholders’ equity. At June 30, 2008, we did not own securities with a maturity greater than three months.

Property and Equipment and Depreciation

Property and equipment is stated at historical cost. Depreciation is provided using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and ten years. Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter.

Earnings Per Share

Basic earnings per share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in our earnings. We use the treasury stock method to compute potential common shares from stock options and warrants and the as-if-converted method to compute potential common shares from Preferred Stock or other convertible securities. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation.

At June 30, 2008 and 2007, weighted average common shares outstanding year-to-date were 47,997,164 and 46,947,430, respectively. For the periods ended June 30, 2008 and 2007 in which net losses occurred, all potential common shares were excluded from diluted EPS because the effect of including such shares would be anti-dilutive.

The potential common shares, in the table following, represent potential common shares calculated using the treasury stock method from outstanding options and warrants that were excluded from the calculation of diluted EPS:

	Six Months Ended				Three Months Ended
	June 30, 2008		June 30, 2007		June 30, 2008		June 30, 2007
Average market price during the period	$	5.04	$	4.17	$	4.88	$	5.30
In the money potential common shares excluded		556,122		573,185		500,389		1,082,540

Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS:

8

	Six Months Ended		Three Months Ended
	June 30, 2008	June 30, 2007	June 30, 2008	June 30, 2007
Out of the money options and warrants excluded:
Stock options with an exercise price of $5.00 per share	—	1,125,000	975,000	—
Stock options with an exercise price of $7.00 per share	100,000	—	100,000	—
Warrants with an exercise price of $5.25 per share	100,000	100,000	100,000	—
Total anti-dilutive warrants and options excluded from EPS	200,000	1,225,000	1,175,000	—

Weighted average potential common shares from outstanding Convertible Preferred Stock calculated on an as-if-converted basis having an anti-dilutive effect on diluted EPS were excluded from potential common shares as follows:

	Six Months Ended		Three Months Ended
	June 30 2008	June 30, 2007	June 30 2008	June 30, 2007
Potential common shares from Preferred Stock excluded from EPS	10,400,000	5,149,724	10,400,000	6,166,667

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

	Six Months Ended						Three Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Net loss	$	(12,220,741	)	$	(10,127,779	)	$	(5,439,679	)	$	(6,317,620	)
Discount on preferred stock issuance	$	—		$	(1,555,338	)	$	—		$	—
Numerator, basic and diluted net income (loss) available to stockholders	$	(12,220,741	)	$	(11,683,117	)	$	(5,439,679	)	$	(6,317,620	)
Denominator:
Shares used in computation – basic:
Weighted average common shares outstanding		47,997,164			46,947,430			48,082,117			47,038,620
Shares used in computation – diluted:
Weighted average common shares outstanding		47,997,164			46,947,430			48,082,117			47,038,620
Dilutive effect of options and warrants outstanding		—			—			—			—
Shares used in computing diluted net income per share		47,997,164			46,947,430			48,082,117			47,038,620
Net loss per share – basic	$	(0.25	)	$	(0.25	)	$	(0.11	)	$	(0.13	)
Net loss per share – diluted	$	(0.25	)	$	(0.25	)	$	(0.11	)	$	(0.13	)

Stock-Based Compensation

On January 1, 2006, we adopted Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“FAS 123(R)”), that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The statement eliminates the ability to account for share-based compensation transactions, as we formerly did, using the intrinsic value method as prescribed by Accounting Principles Board, or APB, Opinion No. 25, “Accounting for Stock Issued to Employees,” and generally requires that such transactions be accounted for using a fair-value-based method and recognized as expenses in our consolidated statement of operations.

We adopted FAS 123(R) using the modified prospective method which requires the application of the accounting standard as of January 1, 2006. Our consolidated financial statements for periods beginning on or after January 1, 2006 reflect the impact of adopting FAS 123(R). In accordance with the modified prospective method, the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of FAS 123(R).

Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of

9

operations is based on awards ultimately expected to vest, it will be reduced for forfeitures. FAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share based compensation charged against income for the six-month periods ended June 30, 2008 and 2007 was $1,249,671 and $661,786 respectively, and for the three-month periods ended June 30, 2008 and 2007 was $367,610 and $390,973, respectively.

The weighted average estimated fair value of stock options granted during the three-month period ended June 30, 2007 was $2.59. We did not grant options during the three-month period ended June 30, 2008. Fair value was determined using the Black-Scholes option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments and the risk-free interest rate over the life of the option. The assumptions used in the Black-Scholes model were as follows for stock options granted in the three-month period ended June 30, 2008 and 2007:

	June 30, 2008	June 30, 2007
Risk-free interest rate	—	5.0	%
Expected volatility of common stock	—	60.1	%
Dividend yield	—	0	%
Expected life of options	—	5-6 years

The Black-Scholes option valuation model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Our options do not have the characteristics of traded options, therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options.

Income Taxes

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized.

Segment reporting

Statement of Financial Accounting Standards No. 131, Disclosure About Segments of an Enterprise and Related Information (“FAS 131”), requires segment reporting when certain conditions are achieved. Based on the requirements of FAS 131, we previously reported our themed attractions as a segment. Since January 1, 2008, we no longer have a reportable segment.

NOTE C – RESTRICTED CASH

As required by the revolving credit facility entered into with Fifth Third Bank (the “Bank”) on February 7, 2008, $500,000 was deposited into an interest-bearing account from which interest payments will be made for the first one-year period. On the first anniversary of the facility, we will deposit into the account an amount sufficient to ensure a balance of $500,000 for interest payments during the second year of the facility. The balance in this restricted cash account is held as additional collateral by the Bank and is not available for operations. Any funds remaining in this account at the end of the facility term will be returned to the Company.

NOTE D - INVENTORY

Our inventory consisted of the following:

	June 30, 2008			December 31, 2007
Artifacts	$	7,049,296		$	7,279,464
Merchandise		621,001			661,899
Packaging		351,927			389,381
Merchandise inventory reserve		(565,819	)		(559,098	)
Total inventory	$	7,456,405		$	7,771,646

Of these amounts, $6,057,591 and $5,746,970 are classified as non-current as of June 30, 2008 and December 31, 2007, respectively.

In the event we secure ownership rights to the recovered artifacts of the “Black Swan” project, we will capitalize into inventory all related costs to recover and conserve these artifacts. Recovery costs include operating costs to recover, legal fees to

10

defend and secure ownership rights and other costs associated with bringing the artifacts into an appropriate archeological state. We have capitalized costs of approximately $2.2 million related to recovery and conservation that have been reserved for at 100 %. When and if ownership rights are secured, these deferred costs will be allocated to inventory and the reserve eliminated.

NOTE E - INCOME TAXES

As of June 30, 2008, the Company had consolidated income tax net operating loss (“NOL”) carryforwards for federal tax purposes of approximately $77 million. The NOL will expire in various years ending through the year 2028.

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

Deferred tax assets:
Net operating loss and capital loss carryforwards	$	28,086,908
Accrued expenses		468,461
Reserve for accounts receivable		3,007
Reserve for inventory return		200,800
Start-up costs		108,611
Excess of book over tax depreciation		259,889
Stock option expense		975,885
Less: valuation allowance		(28,728,569	)
	$	1,374,992
Deferred tax liability:
Property and equipment basis	$	70,254
Prepaid expenses		64,376
Inventory capitalization		1,240,362
		1,374,992
Net deferred tax asset	$	—

As reflected above, we have recorded a net deferred tax asset of $0 at June 30, 2008. In accordance with SFAS No. 109, “Accounting for Income Taxes,” we have evaluated whether it is more likely than not that the deferred tax assets will be realized. Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realizable without the recovery and rights of ownership or salvage rights of high value shipwrecks and thus a valuation allowance has been recorded as of June 30, 2008. While we have recovered more than 17 tons of silver and hundreds of gold coins and other artifacts from the “Black Swan” project, we do not have the ability to immediately monetize the recovered cargo until we are awarded title or a salvage award by the U.S. District Court.

The change in the valuation allowance is as follows:

June 30, 2008	$	28,728,569
December 31, 2007		24,265,356
Change in valuation allowance	$	4,463,213

Income taxes for the six-month periods ended June 30, 2008 and 2007 differ from the amounts computed by applying the effective federal income tax rate of 34% to income before income taxes as a result of the following:

	June 30, 2008			June 30, 2007
Expected (benefit)	$	(4,155,052	)	$	(3,443,444	)
State income taxes net of federal benefits		(187,548	)		(142,508	)
Nontaxable expense		7,464			5,749
Stock options exercised		(137,781	)		(472,251	)
Change in valuation allowance		4,463,213			4,068,998
Effects of:
Change in apportionment estimate		27,351			—
Other, net		(17,647	)		(16,544	)
	$	—		$	—

11

During the six-month periods ended June 30, 2008 and 2007, the Company recognized certain tax benefits, prior to any valuation allowances, related to stock option plans in the amount of $143,811 and $256,216, respectively. If we did not have a full valuation allowance, such benefits would be recorded as an increase in the deferred tax asset and an increase in additional paid-in capital.

Effective January 1, 2006, we are required to capitalize inventory costs under Internal Revenue Code Section 263A. This adjustment created a deferred tax liability in the amount of $3,314,407 on January 1, 2006 and will be recognized over the four year period beginning January 1, 2006. The remaining deferred tax liability as of June 30, 2008 is $1,240,362.

We adopted Financial Standards Board Interpretation No. 48, Accounting for Income Taxes (“FIN 48”), an interpretation of SFAS 109, on January 1, 2007. As a result of the adoption of FIN 48, we have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The Company’s tax years 2004 through 2007 remain open to examination by the major taxing jurisdictions.

NOTE F - CONTINGENCIES

Legal Proceedings

On or about December 14, 2004, a complaint was filed against seven defendants, including the Company, in the Court of Common Pleas in the Ninth Judicial Circuit, County of Charleston, in the State of South Carolina. The complaint was filed by Republic & Eagle Associates, Inc. and Sea Miners, Inc. against John Morris, Greg Stemm, John Lawrence, John Balch, Daniel Bagley, Seahawk Deep Sea Technologies, Inc. (“Seahawk”) and the Company. The plaintiffs’ allegations include breach of fiduciary duty, civil conspiracy and breach of contract based primarily upon an alleged contract(s) between the plaintiffs and Seahawk dated May 16, 1995 dealing with the search for the SS Republic. The plaintiffs allege that their research, which was provided to Seahawk, led to the discovery of the SS Republic, and they seek an unspecified amount of damages and public recognition of their contribution. On February 18, 2005, John Morris, Greg Stemm, Daniel Bagley, and the Company filed their Notice of Motion and Motion to Dismiss Defendants John Morris, Greg Stemm, Daniel Bagley and Odyssey Marine Exploration, Inc. (the “Motion”). In the Motion, the defendants alleged that the complaint should be dismissed because, among other things, the South Carolina court does not have jurisdiction over them, the action was filed in an improper venue, plaintiffs lack the capacity to maintain the action, and the action should be barred based on the Doctrine of Forum Non Conveniens. The court granted the Motion and dismissed the case for lack of personal jurisdiction on June 9, 2006. The Plaintiffs subsequently filed a Motion for Rehearing, and after further argument on the issues, the judge reversed his decision and entered an order denying the Defendants’ motion to dismiss on February 27, 2007. The Defendants filed a Motion to Reconsider the order granting the Plaintiffs’ Motion for Reconsideration and denying Defendants’ Motion to Dismiss on March 12, 2007. On March 23, 2007, the Court denied that Motion. On June 25, 2007 Odyssey filed its appeal of the order denying its Motion to Dismiss with the South Carolina Court of Appeals. On October 15, 2007, the Appellate Court denied the appeal but ruled that determinations of fact in the trial court’s order denying the Motion to Dismiss are not binding in future proceedings, and the case was remanded to the trial court. Counsel for the Plaintiffs filed a Motion to Withdraw as counsel which was denied by the trial court on April 14, 2008. The parties will continue the discovery process and proceed in the litigation. We currently believe these claims and suits are without merit and will not have a material adverse impact on our financial position or results of operations.

In addition to the legal proceedings described above, the Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business.

NOTE G – MORTGAGE AND LOANS PAYABLE

The Company’s consolidated mortgages and loan payable consisted of the following at June 30, 2008 and December 31, 2007:

	June 30, 2008		December 31, 2007
Revolving credit facility	$	2,500,000	$	—
Mortgage payable		777,691		2,410,310
Loan payable		—		640,000
	$	3,277,691	$	3,050,310

Revolving Credit Facility

On February 7, 2008, we entered into a $5 million revolving credit facility with Fifth Third Bank (the “Bank”). We used a portion of this credit facility to pay off all amounts owed to Mercantile Bank under our prior credit facility, which has been terminated. The new credit facility has a floating interest rate equal to the “Prime Rate” plus fifty basis points (.50%), requires monthly payments of interest only and is due in full February 7, 2010. Odyssey will also be required to pay the Bank an unused

12

line fee commencing in the second year of the agreement equal to 0.50% per annum of the unused portion of the credit line, payable quarterly in the second year. The line of credit is secured by our restricted cash balance (See NOTE C) as well as approximately 33,000 coins recovered from the SS Republic shipwreck, which amount will be reduced over the term by the amount of coins sold. The borrowing base is equal to thirty percent (30%) of the eligible coin inventory valued on a rolling twelve-month wholesale average value. Odyssey is required to comply with a number of customary covenants.

On March 29, 2006, we entered into an Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”) with Mercantile Bank. The Amended Credit Agreement replaced the Company’s prior agreement with Mercantile Bank. The Amended Credit Agreement reduced the amount of the commitment from Mercantile Bank from a $6.0 million revolving credit facility to a $3.0 million revolving credit facility. The $4.0 million of gold coins previously collateralized were removed from the Amended Credit Agreement and silver coins collateralized and held by the custodian increased from 10,000 to 15,000 coins. The credit facility had a floating interest rate equal to the “LIBOR 30-Day Index Rate” plus two hundred sixty-five basis points (2.65%), required monthly payments of interest only and was due in full on April 21, 2008. The Company was also required to pay Mercantile Bank an unused line fee equal to 0.25% per annum of the unused portion of the credit line, payable quarterly. Additionally, the Company granted Mercantile Bank a first lien position on all corporate assets, including a provision not to pledge as collateral Company-owned vessels. The Company was required to comply with a number of covenants as stated in the Amended Credit Agreement. On February 7, 2008, this Mercantile Bank credit facility was terminated. The bank released all collateral securing this debt.

Mortgage Payable

During May 2008, we entered into a mortgage loan in the principal amount of $679,000 with The Bank of Tampa to purchase our conservation lab and storage facility. This obligation has monthly payment of $5,080 and a maturity date of May 2015. Principal and interest payments are payable monthly. Interest is at a fixed annual rate of 6.45%. This debt is secured by the related mortgaged real property. The seller is carrying a second mortgage for $100,000 with interest due monthly and $25,000 of principal due each May commencing in May 2009. The interest is at a variable rate of 1.0% above the prime interest rate stated by Colonial Bank of Tampa. This obligation has a maturity date of May 2012 and is secured by the related mortgage real property.

During June 2006, we entered into a mortgage loan in the principal amount of $2.5 million with Carolina First Bank for the refinancing of our corporate office building. This mortgage replaced the original mortgage held by the Bank of Tampa. The mortgage loan was due on June 1, 2009 with monthly payments based on a 20-year amortization schedule. Interest was at a fixed annual rate of 7.5%. This debt was secured by the related mortgaged real property as well as being cross-collateralized with the coins used to secure the Amended and Restated Revolving Credit Agreement with Mercantile Bank. On February 7, 2008, the mortgage loan was paid in full in the amount of approximately $2,400,000. The bank released all collateral securing this debt.

Loan Payable

During June 2006, we entered into a loan agreement for $1.12 million with Mercantile Bank for the purchase of a remotely operated vehicle (ROV) for which the purchase price was $1.4 million. This loan had a maturity date of September 1, 2009 and bore a variable LIBOR interest rate that was adjusted monthly. The variable rate was calculated by dividing LIBOR by an amount equal to 1.00 minus the Libor Reserve Percentage, plus 3.0%. The first three months of the agreement required interest only payments followed by principal payments of $32,000 plus interest over the remaining life of the loan. The ROV was pledged as collateral for this loan. On February 7, 2008, the loan payable was paid in full in the amount of approximately $600,000. The bank released all collateral securing this debt.

NOTE H - PREFERRED STOCK

Series D Preferred Stock

On May 2, 2007, we issued and sold an aggregate of 2.2 million shares of Series D Convertible Preferred Stock, par value $0.0001 per share (“Series D Preferred Stock”), at a price of $3.50 per share, for an aggregate purchase price of $7.7 million in cash. The shares of Series D Preferred Stock were issued and sold upon the exercise of outstanding warrants, which were set to expire on May 15, 2007, to purchase the shares. The Series D Preferred Stock has no voting rights, except as required by Nevada law. Each share of Series D Preferred Stock is convertible into one share of the Company’s Common Stock. However, no holder may convert any or all of the shares of Series D Preferred Stock held by such holder if and to the extent that such conversion would cause such holder to be a beneficial owner of more than nine and nine-tenths percent (9.9%) of the Common Stock, as determined under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended. Holders of the Series D Preferred Stock have the right to participate in any dividends declared by us on our Common Stock on an as-if-converted basis.

On January 24, 2007, we issued and sold an aggregate of 2.2 million shares of Series D Preferred Stock at a price of $3.00 per share, for an aggregate purchase price of $6.6 million in cash, pursuant to a Series D Preferred Stock Purchase Agreement (the “Purchase Agreement”). In connection with the transaction, the Company issued the investors warrants to purchase an aggregate

13

of 440,000 additional shares of Series D Preferred Stock with an exercise price of $4.00 per share and an expiration date of January 24, 2009. These warrants constituted a beneficial conversion option, which is a discount on the preferred stock offering, since they added value to the offering. The Black-Scholes valuation method was utilized in valuing these warrants. Since the related Series D Preferred Stock was immediately convertible, the entire discount on the preferred stock offering of $1,555,338 was amortized to retained earnings thus decreasing the income available to stockholders. We also issued to certain of the investors warrants to purchase an aggregate of 2.2 million shares of Series D Preferred Stock with an exercise price of $3.50 per share and an expiration date of May 15, 2007, in exchange for the cancellation and surrender of warrants to purchase Common Stock held by such investors with an exercise price of $3.50 per share of Common Stock and an expiration date of March 9, 2007.

Series E Preferred Stock

On September 13, 2007, the Company issued and sold 13 shares of its Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”), at a price of $535,000 per share, for an aggregate purchase price of $7.0 million in cash, pursuant to a Series E Convertible Preferred Stock Purchase Agreement between the Company and one institutional accredited investor. The Series E Preferred Stock has no voting rights, except as required by Nevada law. Each share of Series E Preferred Stock is convertible into 100,000 shares of the Company’s Common Stock. However, the Company shall not effect any conversion of the Series E Preferred Stock or any other preferred stock or warrant held by a holder of Series E Preferred Stock, and no such holder shall have the right to convert any Series E Preferred Stock or any other preferred stock or warrant held by such holder, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such beneficial owner’s affiliates) would beneficially own in excess of 9.9% of the shares of the Company’s Common Stock outstanding immediately after giving effect to such conversion or exercise. Holders of the Series E Preferred Stock have the right to participate in any dividends declared by the Company on the Company’s Common Stock on an as-if-converted basis.

Series F Preferred Stock

On December 17, 2007, the Company issued and sold 22 shares of its Series F Convertible Preferred Stock, par value $0.0001 per share (“Series F Preferred Stock”), at a price of $540,000 per share, for an aggregate purchase price of $11.9 million in cash, pursuant to a Series F Convertible Preferred Stock Purchase Agreement between the Company and the investors. The Series F Preferred Stock has no voting rights, except as required by Nevada law. Each share of Series F Preferred Stock is convertible into 100,000 shares of the Company’s Common Stock. However, the Company shall not effect any conversion of the Series F Preferred Stock or any other preferred stock or warrant held by a holder of Series F Preferred Stock, and no such holder shall have the right to convert any Series F Preferred Stock or any other preferred stock or exercise any warrant held by such holder, to the extent that after giving effect to such conversion or exercise, the beneficial owner of such shares (together with such beneficial owner’s affiliates) would beneficially own in excess of 9.9% of the shares of the Company’s Common Stock outstanding immediately after giving effect to such conversion or exercise. Holders of the Series F Preferred Stock have the right to participate in any dividends declared by the Company on the Company’s Common Stock on an as-if-converted basis.

NOTE I – COMMON STOCK OPTIONS

We have two active stock incentive plans, the 1997 Stock Incentive Plan and the 2005 Stock Incentive Plan. The 1997 Stock Incentive Plan expired on August 17, 2007. As of that date, options can not be granted from that plan but any granted and unexercised options will continue to exist until exercised or they expire. The 2005 Stock Incentive Plan was adopted by our Board of Directors on August 3, 2005 and approved by our stockholders at the Annual Meeting of Stockholders on May 5, 2006. The 2005 Stock Incentive Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. We have reserved 2,500,000 of our authorized but unissued shares of common stock for issuance under the plan, and not more than 500,000 of these shares may be used for restricted stock awards and restricted stock units. On January 16, 2008 the Board of Directors approved amendments to the Plan to add 2,500,000 shares of common stock to the Plan, to allow any number of shares to be used for restricted stock awards, to clarify certain other provisions in the Plan and to submit the amended Plan for shareholder approval. The amended Plan was approved at the annual meeting of stockholders on May 7, 2008. The incentive option and any non-qualified option granted under the plan must provide for an exercise price of not less than the fair market value of the underlying shares on the date of grant, but the exercise price of any incentive option granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant.

NOTE J – RECENTLY ISSUED ACCOUNTING STANDARDS

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework in generally accepted accounting principles for measuring fair value and expands disclosures about fair value measurements. This standard only applies when other standards require or permit the fair value measurement of assets and liabilities. It does not increase the use of fair value measurement. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except as it relates to nonrecurring fair value measurements of nonfinancial assets and liabilities for which the standard is effective for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 157 with respect to financial assets and liabilities in the first quarter of 2008 did not have an effect on Odyssey’s consolidated results of operations or financial position.

14

In February 2007, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115.” This standard permits entities to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items, for which the fair value option has been elected, in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 did not have an impact on Odyssey’s consolidated results of operations or financial position.

NOTE K – CONCENTRATION OF CREDIT RISK

Financial instruments that potentially expose us to concentrations of risk consist primarily of cash and cash equivalents. Our policy is to place our cash and cash equivalents with high credit quality financial institutions in order to limit the amount of credit exposure. Funds are maintained in five financial institutions. The Federal Deposit Insurance Corporation insures up to $100,000 per legal entity per financial institution. At June 30, 2008 our uninsured cash balance was approximately $6.5 million which includes $3.0 million in AAA S&P rated registered institutional money market funds.

NOTE L – RESTATEMENT

The December 31, 2007 balance sheet has been restated to reflect a correction in the valuation of the beneficial conversion option related to the exchange of warrants to purchases 2.2 million shares of common stock for warrants to purchases 2.2 million shares of Series D Preferred stock and to include the valuation of embedded beneficial conversion feature associated with the January 2007 Series D Preferred Stock offering. The restated valuation results in an additional discount of approximately $1.2 million reflected as an increase in additional paid-in capital and accumulated deficit. Net loss per share, basic and diluted, increased by $.03 per share.

NOTE M – SUBSEQUENT EVENT

In July 2008, we entered into a Loan Agreement (the “Loan Agreement”) with Fifth Third Bank (the “Bank”). Pursuant to the Loan Agreement, we borrowed $2,580,000. The loan is evidenced by a Commercial Promissory Note (the “Note”) and bears interest at a variable rate equal to the prime rate plus three-fourths of one percent (0.75%) per annum. The loan matures on July 11, 2013, and requires us to make monthly principal payments in the amount of $10,750 plus accrued interest. Pursuant to a related Mortgage and Security Agreement (the “Mortgage”), the loan is secured by a first mortgage on our corporate office building. The Loan Agreement, the Note, and the Mortgage contain customary representations and warranties, affirmative and negative covenants, conditions, and other provisions.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion will assist in the understanding of our financial position and results of operations. The information below should be read in conjunction with the financial statements, the related notes to the financial statements and our Annual Report on Form 10-K for the year ended December 31, 2007.

In addition to historical information, this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 regarding the Company’s expectations concerning its future operations, earnings and prospects. On the date the forward-looking statements are made, the statements represent the Company’s expectations, but the expectations concerning its future operations, earnings and prospects may change. The Company’s expectations involve risks and uncertainties (both favorable and unfavorable) and are based on many assumptions that the Company believes to be reasonable, but such assumptions may ultimately prove to be inaccurate or incomplete, in whole or in part. Accordingly, there can be no assurances that the Company’s expectations and the forward-looking statements will be correct. Please refer to the Company’s most recent Annual Report Form 10-K for a description of risk factors that could cause actual results to differ (favorably or unfavorably) from the expectations stated in this discussion. Odyssey disclaims any obligation to update any of these forward-looking statements.

Operational Update

We have numerous shipwreck projects in various stages of development around the world. In order to protect the identities of the targets of our planned search or recovery operations, in some cases, we will defer disclosing specific information relating to our projects until we have located a shipwreck or shipwrecks of interest and determined a course of action to protect our property rights.

15

Additional information regarding projects discussed below may be found in our Annual Report on Form 10-K for the year ended December 31, 2007, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. Only projects with status updates since these reports were filed will be discussed herein.

Equipment

Our 251’ deep-ocean archaeological platform, Odyssey Explorer, recently underwent routine repairs and extensive upgrades and is now conducting operations in the “Atlas” search area (additional information below). The upgrades to the Odyssey Explorer included the installation and integration of ZEUS II, a next-generation heavy work Remotely Operated Vehicle (ROV), reconfigured for deep-ocean archaeological survey and recovery operations including inspections, photographic and video documentation and artifact recovery. An upgraded, state-of-the-art dual frequency side-scan sonar system was also installed, which allows the Odyssey Explorer to conduct both side-scan and ROV operations to maximize efficiency based on weather conditions and operational objectives. Other work in dry dock included main engine and generator strip downs, extensive steelwork repairs to the aft ballast tanks to maintain Class requirements, and four additional Class surveys that were scheduled for this year.

Our vessel the Ocean Alert has been undergoing an extensive overhaul of engines which took longer than expected. Upon completion of the repairs, expected in August, the Ocean Alert will be conducting sea trials and will resume side-scan search operations in the “Atlas” search area thereafter.

If necessary to meet operational goals, we may lease equipment and ships from third parties from time to time. Due to the Ocean Alert repairs, we entered into short-term ship charters to supplement our search operations during the period which is the most favorable weather for operations.

“Atlas” Search Project

The “Atlas” Search Project encompasses a minimum of five high value targets within a search area covering more than 5,000 square miles. We conducted operations in this search area during the 2005 and 2006 seasons, and operations resumed in this area in April 2008. Results to date in the “Atlas” search area include the discovery of three Colonial period shipwreck sites containing cannon which are the subject of Admiralty arrests filed by us. The first site was located and arrested in 2006. Admiralty arrests were filed in May 2008 on the two additional cannon sites discovered in 2008. The Company’s archaeological and conservation teams are currently developing archaeological excavation and conservation plans for these sites. For additional information refer to the “Admiralty Legal Proceedings” section.

Work in the “Atlas” area, including side-scan and ROV operations, is planned to continue as long as the weather proves favorable for operations.

During the 2008 “Atlas” season, the Odyssey crews have been accompanied by television production crews from JWM Productions, who are producing an 11-episode prime-time television series for Discovery Channel, scheduled to air worldwide in 2009. JWM has exclusive access to film Odyssey’s operations in the “Atlas” search area and certain other locations as needed for JWM to complete filming for the series. JWM also has limited use of our resources for production of the series.

Revenue generated by the production of this television series is included with the quarterly revenue discussed in the “Results of Operations” section. In addition to revenue generated from the production of the series, we anticipate we will benefit from the brand building and exposure generated by an international television series sharing the excitement of our marine explorations.

HMS Sussex Project

HMS Sussex was a large 80-gun English warship lost in a severe storm in 1694 off the coast of Gibraltar. Based on documentary research conducted by contract researchers and our in-house research team in libraries and historical archives in the UK, France and other countries, we believe there is a high probability the ship was carrying a cargo of coins with a substantial value.

Based on the results of offshore operations conducted in 1998, 1999, 2000, and 2001 we believe there is a high probability we may have located the remains of HMS Sussex. In September 2002, we entered into a partnering agreement with the owner of HMS Sussex, the Government of the United Kingdom of Great Britain and Northern Ireland, which we refer to as Her Majesty’s Government (HMG). An overview of the agreement is available at www.shipwreck.net/pam.

In accordance with that agreement, and the approved HMS Sussex archaeological project plan (public version available at www.shipwreck.net/sussexpp.html), we have completed to the satisfaction of HMG all work detailed in Phase 1A and portions of Phase 1B of the plan. Due to interference by various Spanish entities we have postponed further work on the project to allow diplomatic issues to be resolved.

16

In July 2008, we delivered to HMG an Archaeological Report detailing the pioneering deep-ocean archaeological work done on the site during Phase 1A and portions of 1B conducted in late 2005 and early 2006. The report includes the results of environmental and biological sampling, which were submitted for extensive post-fieldwork analysis. Coring samples and other evidence indicate that the wreck site may be at least twice as large as is visible on the sea floor, and could potentially include areas displaced some distance from the visible wreck mound. Only further trenching and site exploration can confirm or discount the presence of considerably more wreck material than is either evident or exposed in the limited trial trenching conducted.

Although the work completed to date does not conclusively identify the site as that of the Sussex, the evidence gathered suggests a vessel of the approximate time and provenance of HMS Sussex.

“Black Swan” Project

The “Black Swan” is a Colonial period site we discovered during 2007 in the Atlantic Ocean. The Company recovered over 500,000 silver coins weighing more than 17 tons, hundreds of gold coins, worked gold and other artifacts from this site.

We have taken great care to archaeologically document this site and to carefully conserve and record all artifacts to the highest professional standards. The site which is primarily comprised of cargo spread over a large area does not contain an actual vessel or shipwreck. There are no signs of human remains at the site; however, the site is being treated with the utmost respect. We believe it is important to keep the location of the site confidential to protect the integrity of the site.

We have indicated that no actual ship or vessel has been found at the site. One working hypothesis put forth by us is that a vessel related to the cargo found at this deep-water site may be the Nuestra Señora de las Mercedes (the “Mercedes”), sunk in 1804 while carrying mostly private merchant cargo. The Kingdom of Spain, which has filed a claim in this case, stated in court documents their belief that the site in question is definitely the Mercedes.

The recovered cargo and artifacts were brought to the United States under an Admiralty arrest action and we have been appointed Substitute Custodian by the US District Court. For additional information refer to the “Admiralty Legal Proceedings” section below.

Admiralty Legal Proceedings

An Admiralty arrest is a legal process in which Odyssey seeks recognition from the Court of Odyssey’s salvor in possession status for a specific shipwreck, site or cargo. It is the first legal step in establishing Odyssey’s rights to ownership or to a salvage award. Odyssey currently has six pending Admiralty arrest cases; three in the “Atlas” search area, the “Black Swan,” the “Firefly” and a 20^th Century passenger liner in the Mediterranean.

Additional information regarding the admiralty legal proceedings for these arrests may be found in our Annual Report on Form 10K for the year ended December 31, 2007, and our Quarterly Report on Form 10Q for the quarter ended March 31, 2008. Only arrests with status updates since these reports were filed will be discussed below.

We will continue to pursue prompt resolutions of all claims. If we are able to confirm that any entity has a potential legitimate legal claim to any of the materials recovered from these sites, we intend to provide legal notice to any and all potential claimants. Even if another entity is able to prove that it has an ownership interest in the shipwreck and/or cargo and that they had not legally abandoned the shipwreck, Odyssey would seek a salvage award from the Admiralty Court. In cases such as this, salvors are typically awarded up to 90% of the recovery.

“Black Swan” Arrest

In April 2007, we filed an Admiralty arrest on a site in the Atlantic Ocean approximately 1,100 meters deep, beyond the territorial waters or contiguous zone of any sovereign nation and we were appointed substitute custodian for all artifacts recovered from the site (Case number 8:07-cv-00614). In May 2007, the Kingdom of Spain filed a notice in this case stating that the Spanish government did not intend to give up rights on any Spanish property which might be on the site.

The initial phase of discovery began on January 24 and 25, 2008, when legal counsel for Spain and Spain’s representative appeared at Odyssey’s offices and were given the requested documentation and shown photographs, video tape and a sampling of recovered cargo from the “Black Swan” site. On March 5, 2008 the parties again appeared in court to discuss issues related to discovery including confidentiality and the format of documentation produced. On March 6, 2008, the Court denied Spain’s motion to dismiss Odyssey’s claims for possession and ownership of three arrested sites and for salvage awards. The Court also

17

dismissed certain counts of Odyssey’s Complaint which related to Spain’s illegal actions against Odyssey. The dismissal of these counts was based on the Court’s finding of a lack of jurisdiction, not on the merits of the claims. The most significant aspect of the ruling was the Court’s declaration that Odyssey’s pleadings and its disclosures have met all requirements of the Federal Rules of Civil Procedure.

On March 12, 2008, the Court issued orders in this case, the 2006 Atlas case and the Mediterranean case confirming that Odyssey had complied with all discovery orders thus far and instructing Odyssey to respond within thirty days to interrogatories regarding its theory as to the identities of any vessels related to the sites.

On April 11, 2008, Odyssey filed its responses to the Court’s interrogatories and identified the Nuestra Señora de las Mercedes (the Mercedes), a vessel assigned to transport mail, private passengers, consignments of merchant goods and other cargoes, as one vessel potentially related to the “Black Swan” site, although there is evidence which may contradict this hypothesis. Odyssey reiterated that no vessel has been found at the site, and stated that other hypotheses are also being explored. Spain then filed its answers to the Court’s interrogatories indicating that it had concluded that the vessel related to the “Black Swan” site was, in fact, the Mercedes. The court has ordered Spain to file its Motion to Dismiss based upon the Foreign Sovereign Immunities Act (alleging that the U.S. Federal Court lacks jurisdiction) on or before September 22, 2008. Odyssey’s response is due November 17, 2008.

“Atlas” Arrests

In May 2008, we filed Admiralty arrests on two separate Colonial period shipwreck sites in the “Atlas” search area (Case numbers 8:08-cv-01044 and 8:08-cv-01045). Both sites contain cannon and other artifacts. On June 20, 2008, U.S. District Court for the Middle District of Florida appointed Odyssey as Substitute Custodian of both sites and the artifacts recovered therefrom. These two arrests are in addition to the site located and arrested in September 2006 in the “Atlas” area (Case number 8:06-cv-01685). The remainder of the information in this section refers only to the September 2006 arrest.

In May 2007, the Kingdom of Spain filed a notice in this case stating that the Spanish government did not intend to give up rights on any Spanish property which might be on the sites. On December 20, 2007, Keith Bray filed an Intervening Complaint in this case involving the site arrested in September 2006. His claim includes counts for Fraud, Rescission and Mutual Mistake and seeks to have the Court rescind his contract with Odyssey which specifically provided that Bray was entitled to nothing other than the cash payment paid to him for historical research work. On January 9, 2008, Odyssey filed its Answer and Affirmative Defenses to the Intervening Complaint denying Bray’s allegations and attaching a copy of the Research Agreement which Odyssey had with Bray.

On March 12, 2008, the Court issued orders in this case confirming that Odyssey had complied with all discovery orders thus far and instructing Odyssey to respond within thirty days to interrogatories regarding its theory as to the identities of any vessels related to the sites. On April 11, 2008, Odyssey filed in this case its responses to the Court’s interrogatories. Odyssey stated that it had not confirmed the identity of any vessel related to this site, but named the Merchant Royall, a British merchant vessel lost in 1641, as a possible vessel related to the site, although there is some evidence being examined that may contradict this theory. Spain filed its answers to the Court’s interrogatories indicating that it believed the vessel related to this arrested site was the Merchant Royall.

After initial discovery and several pre-trial hearings, the parties appeared again in Court on June 9, 2008. Considering Spain’s admission that it had no claim to anything that had been brought before the Court in this case, at the status hearing, the Court urged Spain and Odyssey to reach a settlement. Odyssey has proposed a voluntary dismissal without prejudice and awaits a response from Spain. The discovery process for this case continues and the Court issued a case management and scheduling order on June 11, 2008 that sets completion of discovery for all parties by October 23, 2008 with a non-jury trial set for the January 5, 2009.

Mediterranean Arrest

In April 2007, Odyssey filed an Admiralty arrest on a shipwreck in the Mediterranean believed to be the Ancona, a 20th century passenger liner believed to be carrying valuable cargo, and was appointed substitute custodian of the artifacts recovered (Case number 8:07-cv-00616). In May 2007, the Kingdom of Spain filed a notice in this case stating that the Spanish government did not intend to give up rights on any Spanish property which might be on the site. On March 12, 2008, the Court issued orders in this case confirming that Odyssey had complied with all discovery orders thus far. On April 1, 2008, Spain voluntarily dismissed its claim in this Admiralty case.

18

Critical Accounting Policies and Changes to Accounting Policies

There have been no material changes in our critical accounting estimates since December 31, 2007, nor have we adopted any accounting policy that has or will have a material impact on our consolidated financial statements.

Results of Operations

Three months ended June 30, 2008 compared to three months ended June 30, 2007

	(Unaudited) (Dollars in millions)
	2008		2007		Increase/(Decrease)
					$ Var			% Var
Revenue	$	1.1	$	1.7	$	(.6	)	(35	)%
Cost of sales		.2		.5		(.3	)	(56	)%
Marketing, general and administrative		2.4		3.0		(.6	)	(20	)%
Operations and research		4.0		4.5		(.5	)	(11	)%
Total cost and expenses	$	6.6	$	8.0	$	(1.4	)	(17	)%

The explanations that follow are for the three months ended June 30, 2008, compared to the three months ended June 30, 2007.

Revenue

Revenue is generated primarily through the sale of coins, but also includes revenue from the sale of artifacts, merchandise, themed attractions, and beginning this quarter, expedition charter revenue ($.3 million) in connection with the production of a shipwreck exploration television series. Revenues for 2008 and 2007 were $1.1 million and $1.7 million, respectively, representing sales of approximately 775 coins in 2008 and 1,000 coins in 2007. The decrease of $.6 million in revenue for 2008 is primarily due to fewer coins sold in 2008 versus the same period in 2007. Also, the sales mix in 2008 represented all silver coins while the 2007 sales mix included approximately 31% gold coins which are priced much higher than silver coins. With the SS Republic gold inventory sold out, except for a small quantity of high grade coins, we continue to develop the SS Republic coin products to sustain demand until we are able to offer a more diverse product line with new shipwreck products and stories.

The SS Republic silver program was re-developed in the first quarter of 2008 to take advantage of emerging research on the silver coins from the SS Republic. This includes the release of the 1861-O silver half dollar issued by the State of Louisiana in between the time it seceded from the Union and when it joined the Confederate States of America. Additionally, Odyssey has continued to expand distribution channels in the current quarter with a broader base of coin and collectible marketers, including opening markets overseas. We have also re-evaluated our efforts with our direct marketing partner (inbound and outbound call center and infrastructure) and restructured our agreement to expand on our indirect sales programs and distribution channels where our profit margins have been much greater.

Costs and Expenses

Cost of sales consists of shipwreck recovery costs, grading, conservation, packaging, and shipping costs associated with artifact and merchandise sales. The primary cost component is from the sale of coins. Cost of sales for coins as a percentage of revenue for 2008 and 2007 was 38% and 19%, respectively. The lower cost of sales percentage in 2007 was due to the sales mix that included higher priced gold coins. There is no cost of sales component associated with our themed attraction and expedition charter revenues which aggregated $.5 million in 2008.

Marketing, general and administrative expenses were $2.4 million in 2008 as compared to $3.0 million in 2007. The decrease of $.6 million was primarily attributable to lower advertising and commissions related to the restructure of our direct sales program with our direct marketing partner.

Operations and research expenses were $4.0 million in 2008, compared to $4.5 million in 2007. The $.5 million decrease was primarily due to lower vessel operating expenses ($.1 million) and lower themed attraction expenses ($.4 million).

19

Six months ended June 30, 2008 compared to six months ended June 30, 2007

	(Unaudited) (Dollars in millions)
	2008		2007		Increase/(Decrease)
					$ Var			% Var
Revenue	$	1.4	$	3.9	$	(2.5	)	(64	)%
Cost of sales		.3		1.0		(.7	)	(68	)%
Marketing, general and administrative		5.7		5.7		—		—
Operations and research		7.8		7.2		.6		8	%
Total cost and expenses	$	13.8	$	13.9	$	(.1	)	(1	)%

The explanations that follow are for the six months ended June 30, 2008, compared to the six months ended June 30, 2007.

Revenue

Revenue is generated primarily through the sale of coins, but also includes revenue from the sale of artifacts, merchandise, themed attractions and, beginning this quarter, expedition charter revenue ($.3 million) in connection with the production of a shipwreck exploration television series. Revenues for 2008 and 2007 were $1.4 million and $3.9 million, respectively, representing sales of approximately 965 coins in 2008 and 2,290 coins in 2007. The decrease of $2.5 million in revenue for 2008 is primarily due to fewer coins sold in 2008 versus the same period in 2007. Also, the sales mix in 2008 represented all silver coins while the 2007 sales mix included approximately 33% gold coins which are priced much higher than silver coins. With the SS Republic gold inventory sold out, except for a small quantity of high grade coins, we continue to develop the SS Republic coin products to sustain demand until we are able to offer a more diverse product line with new shipwreck products and stories.

The SS Republic silver program was re-developed in the first quarter of 2008 to take advantage of emerging research on the silver coins from the SS Republic. This includes the release of the 1861-O silver half dollar issued by the State of Louisiana in between the time it seceded from the Union and when it joined the Confederate States of America. Additionally, Odyssey has continued to expand distribution channels in the current quarter with a broader base of coin and collectible marketers, including opening markets overseas. We have also re-evaluated our efforts with our direct marketing partner (inbound and outbound call center and infrastructure) and restructured our agreement to expand on our indirect sales programs and distribution channels where our profit margins have been much greater.

Costs and Expenses

Cost of sales consists of shipwreck recovery costs, grading, conservation, packaging, and shipping costs associated with artifact and merchandise sales. The primary cost component is from the sales of coins. Cost of sales for coins as a percentage of revenue for 2008 and 2007 was 39% and 18%, respectively. The lower cost of sales percentage in 2007 was due to the sales mix that included higher priced gold coins. There is no cost of sales component associated with our themed attraction and expedition charter revenues which aggregated $.6 million in 2008.

Marketing, general and administrative expenses were $5.7 million in 2008 and 2007. Additional share-based compensation costs ($.6 million) and a cash separation payment and consulting fees ($.5 million) due to the departure our former Chief Executive Officer in January 2008 were offset by lower advertising and commissions ($.9 million) related to the restructure of our direct sales program with our direct marketing partner and lower legal expenses ($.2 million).

Operations and research expenses were $7.8 million in 2008, compared to $7.2 million in 2007. Of the $.6 million increase, $.9 million was related to vessel operating expenses primarily associated with repair and maintenance and fuel costs offset by lower themed attraction expenses ($.3 million).

Liquidity and Capital Resources

Discussion of Cash Flows

Net cash used in operating activities in the first six months of 2008 was $11.4 million. This amount primarily reflected an operating loss of $12.2 million offset in part by non-cash items including depreciation and amortization ($1.4 million) and share based compensation ($1.3 million), and a net decrease in working capital (net $1.9 million) primarily attributable to a decrease in accrued expenses ($1.7 million) and an increase in restricted cash ($.5 million) required by our new credit facility. Net cash used in operating activities in the first six months of 2007 was $7.4 million. This amount primarily reflected an operating loss of $10.1 million offset by non-cash items including depreciation ($1.3 million) and share based compensation ($.7 million), and a decrease in inventory ($.7 million).

20

Cash flows used in investing activities were $1.2 million and $.5 million for the first six months in 2008 and 2007, respectively. Cash used in investing activities in 2008 primarily reflected purchase of property and equipment which included capitalized maintenance for extensive engine repairs and upgrades to the Ocean Alert ($.5 million), and the purchase of a building for $1.0 million of which we financed $.8 million, used primarily as a conservation lab and storage facility. Cash used in investing activities in 2007 primarily reflected purchase of property and equipment of which $.4 million represented marine equipment and $.1 million was for our themed attractions primarily for the opening of our SHIPWRECK! Pirates & Treasure exhibit.

Cash flows provided by financing activities for the first six months of 2008 were $.4 million. This included repayment of our building mortgage and equipment loan payable with Mercantile Bank ($3.1 million) due to our new credit facility with Fifth Third Bank, offset by proceeds from the issuance of common stock and exercise of warrants ($1.0 million) and proceeds from our revolving line of credit ($2.5 million). In July 2008 we replaced the building mortgage with Fifth Third Bank. In 2007, the cash provided by financing activities primarily included $14.7 million from the sale of preferred and common stock, offset by $.2 million for repayment of mortgage and loans payable.

General

At June 30, 2008, we had cash and cash equivalents of $6.2 million, a decrease of $12.1 million from the December 31, 2007 balance of $18.3 million.

On February 7, 2008, we entered into a $5.0 million revolving credit facility with Fifth Third Bank (the “Bank”). We used a portion of this credit facility to pay off all amounts owed to Mercantile Bank under our prior credit facility, which has been terminated. The new credit facility has a floating interest rate equal to the “Prime Rate” plus fifty basis points (.50%), requires monthly payments of interest only and is due in full February 7, 2010. We are required to pay the Bank an unused line fee commencing in the second year of the agreement equal to 0.50% per annum of the unused portion of the credit line, payable quarterly. The line of credit is initially secured by approximately 33,000 coins recovered from the SS Republic shipwreck, which amount will be reduced over the term by the amount of coins sold. The borrowing base is equal to thirty percent (30%) of the eligible coin inventory valued on a rolling twelve-month wholesale average value. We are required to comply with a number of customary covenants and intend to use the line of credit as a means to fund ongoing operations. Initially the line of credit was used to payoff our first mortgage with Carolina First Bank for approximately $2.4 million as well as the equipment loan payable due Mercantile Bank of approximately $.6 million plus any closing costs of the transaction. On May 14, 2008, we purchased a building, approximately 8,000 square feet which is used as our conservation lab and storage facility. The building was previously leased by Odyssey. The building was financed by a first and second mortgage of approximately $.8 million on the property. As of June 30, 2008, we had an outstanding balance of $2.5 million on the line of credit.

On July 11, 2008, we entered into a loan agreement with Fifth Third Bank for approximately $2.6 million. The loan is evidenced by a commercial promissory note and bears interest at a variable rate equal to the prime rate plus three-fourths of one percent (0.75%) per annum. The loan matures on July 11, 2013, and requires Odyssey to make monthly principal payments in the amount of $10,750 plus accrued interest. The loan is secured by a first mortgage on Odyssey’s corporate office building located in Tampa, Florida.

Based upon our current expectations, we believe our cash and cash equivalents, cash generated from operations and existing credit facility will satisfy our working capital requirements through 2008. However, we anticipate we will continue to incur net losses through the remainder of 2008. Our capacity to generate net income in future periods will be dependent upon the success of our ability to recover and monetize high-value shipwrecks. While we have recovered more than 17 tons of silver coins and hundreds of gold coins and other artifacts from the “Black Swan” project, we do not have the ability to immediately monetize the recovered cargo until we are awarded title or a salvage award by the U.S. District Court. At the present time we cannot determine how long that process will take. If cash flow is not sufficient to meet our projected business plan requirements in 2008, we will be required to raise additional capital and/or curtail expenses. While we have been successful in raising the necessary funds in the past, there can be no assurance that we can continue to do so.

Off-Balance Sheet Arrangements

We do not engage in off-balance sheet financing arrangements. In particular, we do not have any interest in so-called limited purpose entities, which include special purpose entities (SPEs) and structured finance entities.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework in generally accepted accounting principles for measuring fair value and expands disclosures about fair value measurements. This standard only applies when other standards require or permit the fair value measurement of assets and liabilities. It does not increase the use of fair value measurement. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except as it relates to nonrecurring fair value measurements of

21

nonfinancial assets and liabilities for which the standard is effective for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 157 with respect to financial assets and liabilities in the first quarter of 2008 did not have an effect on Odyssey’s consolidated results of operations or financial position.

In February 2007, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115.” This standard permits entities to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items, for which the fair value option has been elected, in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 did not have an impact on Odyssey’s consolidated results of operations or financial position.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. We do not believe we have material market risk exposure and have not entered into any market risk sensitive instruments to mitigate these risks or for trading or speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

Odyssey maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of Odyssey’s management, including the chief executive officer (CEO) and chief financial officer (CFO), of the effectiveness of our disclosure controls and procedures, the CEO and CFO have concluded that Odyssey’s disclosure controls and procedures are effective. There have been no significant changes in the Company’s internal controls over financial reporting during the second quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

On or about December 14, 2004, a complaint was filed against seven defendants, including the Company, in the Court of Common Pleas in the Ninth Judicial Circuit, County of Charleston, in the State of South Carolina. The complaint was filed by Republic & Eagle Associates, Inc. and Sea Miners, Inc. against John Morris, Greg Stemm, John Lawrence, John Balch, Daniel Bagley, Seahawk Deep Sea Technologies, Inc. (“Seahawk”) and the Company. The plaintiffs’ allegations include breach of fiduciary duty, civil conspiracy and breach of contract based primarily upon an alleged contract(s) between the plaintiffs and Seahawk dated May 16, 1995 dealing with the search for the SS Republic. The plaintiffs allege that their research, which was provided to Seahawk, led to the discovery of the SS Republic, and they seek an unspecified amount of damages and public recognition of their contribution. On February 18, 2005, John Morris, Greg Stemm, Daniel Bagley, and the Company filed their Notice of Motion and Motion to Dismiss Defendants John Morris, Greg Stemm, Daniel Bagley and Odyssey Marine Exploration, Inc. (the “Motion”). In the Motion, the defendants alleged that the complaint should be dismissed because, among other things, the South Carolina court does not have jurisdiction over them, the action was filed in an improper venue, plaintiffs lack the capacity to maintain the action, and the action should be barred based on the Doctrine of Forum Non Conveniens. The court granted the Motion and dismissed the case for lack of personal jurisdiction on June 9, 2006. The Plaintiffs subsequently filed a Motion for Rehearing, and after further argument on the issues, the judge reversed his decision and entered an order denying the Defendants’ motion to dismiss on February 27, 2007. The Defendants filed a Motion to Reconsider the order granting the Plaintiffs’ Motion for Reconsideration and denying Defendants’ Motion to Dismiss on March 12, 2007. On March 23, 2007, the Court denied that Motion. On June 25, 2007 Odyssey filed its appeal of the order denying its Motion to Dismiss with the South Carolina Court of Appeals. On October 15, 2007, the Appellate Court denied the appeal but ruled that determinations of fact in the trial court’s order denying the Motion to Dismiss are not binding in future proceedings, and the case was remanded to the trial court. Counsel for the Plaintiffs filed a Motion to Withdraw as counsel which was denied by the trial court on April 14, 2008. The parties will continue the discovery process and proceed in the litigation. We currently believe these claims and suits are without merit and will not have a material adverse impact on our financial position or results of operations.

See the information set forth under the heading “Operational Update – Admiralty Legal Proceedings” in Part I, Item 2 of this report for disclosure regarding certain admiralty legal proceedings in which Odyssey is involved. Such information is hereby incorporated by reference into this Part II, Item 1.

In addition to the legal proceedings described above, the Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business.

22

ITEM 1A. Risk Factors

For information regarding risk factors, please refer to Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. There are no material changes from the disclosure provided in the Form 10-K for the year ended December 31, 2007 with respect to the Risk Factors. Investors should consider the Risk Factors prior to making an investment decision with respect to the Company’s securities.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 11, 2008 two investment funds exercised warrants for the purchase of a total of 50,000 shares of common stock at $4.00 per share. The resale of the stock acquired was registered in a registration statement on Form S-3, and the shares were issued free of restrictive legend.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

On May 7, 2008, the Company held an Annual Meeting of Shareholders at which Gregory Stemm, George Knutsson, David Saul, and David J. Bederman were each reelected to the Board of Directors and Mark D. Gordon and Bradford B. Baker were elected to the Board of Directors. Also, the Amended and Restated 2005 Stock Incentive Plan was approved. The voting results for the election of directors and the Amended and Restated 2005 Stock Incentive Plan are as follows:

Election of Directors

Nominees	Votes For	Votes Withheld
Gregory P. Stemm	32,090,388	5,002,792
Mark D. Gordon	32,051,742	5,041,438
George Knutsson	35,803,155	1,290,025
David J. Saul	35,820,161	1,293,019
Bradford B. Baker	35,844,524	1,248,656
David J. Bederman	31,229,546	5,863,634

Approval of the Amended and Restated 2005 Stock Incentive Plan

For	Against	Abstain	Broker Non-Votes
17,782,181	1,523,689	130,756	17,656,554

ITEM 5. Other Information

None.

ITEM 6. Exhibits

10.1*	Expedition Agreement dated May 20, 2008, with JWM Productions, LLC for the production of a shipwreck exploration television series (Filed herewith electronically)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith electronically)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith electronically)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Filed herewith electronically)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Filed herewith electronically)

* Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.

23

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, thereunto duly authorized.

	ODYSSEY MARINE EXPLORATION, INC.
Date: August 11, 2008	By:	/s/ Michael J. Holmes
		Michael J. Holmes, Chief Financial
		Officer and Authorized Officer

24

EX-10.1

Exhibit 10.1

[***] = Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

EXPEDITION AGREEMENT

This Expedition Agreement (“this Agreement”), dated May 15, 2008, is entered into by and between JWM Productions, LLC (“JWM”) and Odyssey Marine Exploration, Inc. (“OME”), with reference to the following facts:

A. OME is engaged in the archaeologically-sensitive exploration and recovery of shipwrecks throughout the world, utilizing innovative methods and state-of-the-art technology to conduct extensive deep ocean search and recovery operations; and

B. JWM desires to develop and produce programming about OME’s research and recovery operations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, JWM and OME hereby agree as follows:

1. CONDITIONS PRECEDENT: All of the parties’ respective obligations hereunder are subject to and conditioned upon the following (collectively, the “Conditions Precedent”):

(a) the full execution of this Agreement and each contracting party’s receipt of the fully executed Agreement;

(b) the full execution and each contracting party’s receipt of the fully executed separate confidential agreement between JWM and OME (the “Special Project Program Agreement”) pursuant to which OME grants to JWM the exclusive right to produce and exploit a non-fiction television program (the “Special Project Program”) about the particular OME project described in such confidential agreement;

(c) the full execution and each contracting party’s receipt of the fully executed agreement (the “Network Agreement’) between JWM and a television network mutually approved by JWM and OME (the “Network”, Discovery Channel being hereby pre-approved) with respect to the production and exploitation of the Special Project Program and the Atlas Expedition Series (defined below); and

(d) JWM’s receipt of written confirmation from the Network that the Network has approved the terms of this Agreement and the Special Project Program Agreement.

2. CERTAIN DEFINED TERMS

As used herein:

(a) “Initial Term” means the twelve (12) month period commencing on the date on which all Conditions Precedent are satisfied.

(b) Unless sooner terminated pursuant to the provisions hereof, “Term” means the Initial Term and any and all extension(s) thereof pursuant to Paragraph 3 below.

(c) “Contract Year” means each of the Initial Term and every twelve (12) consecutive month period, if any, by which the Term is extended pursuant to Paragraph 3 below.

(d) “Odyssey Explorer” means OME’s 251 foot Bahamas-flagged vessel used as a deep ocean archaeological platform.

(e) “Ocean Alert” means OME’s Panama-flagged survey ship.

(f) “Atlas Search Area” means the [***] and the [***] to the [***] including the area to the [***] of the [***].

(g) “Odyssey Vessels” means the Odyssey Explorer, Ocean Alert and any other ships and/or vessels deployed by OME for search and/or recovery operations in the Atlas Search Area during the Term.

(h) “Expeditions” means all expeditions undertaken during the Term by OME to travel to, search for, explore and/or recover shipwrecks anywhere in the world for which OME owns or controls the media rights.

(i) “Atlas Expeditions” means Expeditions undertaken in the Atlas Search Area.

(j) “Prior Atlas Sites” means (i) the shipwreck sites described in Exhibit B attached hereto and incorporated by reference and (ii) any additional shipwreck sites in the Atlas Search Area discovered by OME during the Term.

(k) “Atlas Season” means the period each year (approximately mid-[***] until the end of [***]) during which weather conditions permit OME to conduct Atlas Expeditions.

(l) “Atlas Expedition Days” means 24-hour filming days during Atlas Expeditions during which JWM has exclusive use of the Odyssey Vessels for the purpose of filming Atlas Expeditions to Prior Atlas Sites and ship transit time to those sites. Atlas Expedition Days and Atlas Support Days will be scheduled in advance between JWM production management and Odyssey vessel management. At the end of each Atlas Expedition Day, the OME and JWM project managers on board the Odyssey Vessels shall jointly identify and report to OME and JWM management any changes in status of scheduled days and any changes in the assumptions upon which the Projected Annual Fee for the applicable Contract Year was based (e.g., the assumptions set forth in the attached Exhibit A for the first Contract Year).

(m) “Atlas Support Days” means 24-hour filming days during Atlas Expeditions during which JWM has access to the Odyssey Vessels and may use the Odyssey Vessels to film activities on and around the Odyssey Vessels to support the telling of the story of each shipwreck filmed during the Atlas Expedition Days (e.g., filming interviews with historical experts JWM chooses to bring on board the Odyssey Vessels, forensic analysis of artifacts recovered from shipwreck sites visited during the Atlas Expedition Days and other filming JWM may determine is necessary to complete successfully its filming obligation to the Network).

(n) “Atlas Tag Along Days” means 24-hour filming days during Atlas Expeditions during which JWM is only filming OME activities and has no control over the direction of the Odyssey Vessels.

(o) “Atlas Expedition Series” means the series of non-fiction television programs tentatively entitled “[***]” to be produced by JWM that will, among other things, follow operations aboard the Odyssey Vessels during Atlas Expeditions. For purposes of this Agreement, the Atlas Expedition Series will be deemed to include: (i) all episodes, elements, versions (e.g., different formats) and variations of the Atlas Expedition Series and all sequels, prequels, remakes and other derivative works based thereon, including, but not limited to, any “specials” such as “recap” programming and thematic program episodes about Atlas Expeditions (it being acknowledged by OME that the Atlas Expedition Series or such derivative works may include “making of” types of material, including, but not limited to, interviews with OME personnel and other publicity and biographical materials of OME and its personnel), including their titles; and (ii) publicity and promotion associated with (i) above (including, but not limited to, on JWM’s, the Network’s and their licensees’, successors’ and assigns’ websites, weblogs and videologs).

(p) “Prior Wreck Coordinates” means the coordinates for the Prior Atlas Sites filmed during the Atlas Expedition Days.

(q) “Permitted OME Programming” means footage relating to the Atlas Expeditions owned by OME and footage owned by JWM that was shot prior to the execution of this Agreement, the exploitation of

2

which footage during the Term (or outside the Term, as stated elsewhere herein) and, if applicable, the Freeze Period (as defined below) is limited to the following permitted uses, subject to the restrictions set forth below:

(i) bona fide news coverage of Expeditions, provided that: (A) OME shall during the Term coordinate distribution of any video news release with the Network (which, if the Network requests, shall have the Network logo on it); (B) OME shall not authorize news coverage in excess of five (5) minutes in length by any network during the Term and in excess of fifteen (15) minutes during the Freeze Period, if any; (C) such news coverage shall be subject to the Premier Broadcast Restriction and the Four Year Exclusivity Period (defined below); (D) such news coverage shall not be broadcast on [***] and [***]; and (E) such coverage may include footage filmed by third parties at OME headquarters and other on shore locations and/or with OME personnel;

(ii) coverage of OME, its subsidiaries, products or exhibits of up to ten (10) minutes during the Term and up to fifteen (15) minutes during the Freeze Period, if any, provided that: (A) such coverage shall not include more than two (2) minutes of stories or footage from the Atlas Expeditions; (B) such coverage shall be subject to the Premier Broadcast Restriction and the Four Year Exclusivity Period (defined below); (C) such coverage shall not be broadcast on [***] and [***]; (D) such coverage may include footage filmed by third parties at OME headquarters and other on shore locations and/or with OME personnel; and (E) such coverage may include other OME footage from OME shipwreck finds prior to March 2007 (i.e. SS Republic, Blue China) that are not used in the Atlas Expedition Series;

(iii) programming and other materials created by or for OME for OME’s marketing, product development, educational, shareholder communication and exhibition purposes;

(iv) web content created by or for OME’s websites of less than two (2) minutes;

(v) OME video games; and

(vi) any other shooting approved by JWM and the Network;

provided that, notwithstanding anything contained in clauses (i) through (vi) above, inclusive, the exploitation rights of OME for the Permitted OME Programming shall not include: (A) the right to exploit footage filmed in the Atlas Expeditions on broadcast television, the internet or any other media transmitted electronically until the earlier of (i) the Network premier of the Atlas Expedition Series episode(s) that tell the story covered by the subject footage; or (ii) January 1, 2010 (for the first Contract Year; and for each subsequent Contract Year, January 1 during the applicable Contract Year, e.g., for the second Contract Year, January 1, 2011) (“Premier Broadcast Restriction”); and (B) the right to exploit footage aired in the Atlas Expedition Series on broadcast television, the internet, or any other media transmitted electronically for four (4) years from the broadcast of the Atlas Expedition Series (“Four Year Exclusivity Period”). In the event of any conflict between the foregoing definition of “Permitted OME Programming” and the terms of Exhibit C attached hereto and incorporated by reference, the terms of Exhibit C shall prevail.

3. EXTENSION OF TERM

JWM shall have seven (7) exclusive, irrevocable dependent options (each an “Option”) to extend the Term for one (1) additional, consecutive Contract Year per Option, with each successive Contract Year commencing upon the expiration of the immediately preceding Contract Year. JWM shall exercise each Option, if at all, by giving OME written notice of such exercise prior to the expiration of the then-current Contract Year, provided that the Term and all previously unexercised Options shall automatically terminate and expire immediately upon any election by the Network to cancel the Atlas Expedition Series. Notwithstanding the foregoing, if due to editorial or format changes, the Atlas Expedition Series becomes harmful to the OME brand, OME shall have the right, exercisable upon written notice (a “Rejection Notice”) given to JWM not later than ten (10) days following JWM’s exercise of an Option (the “Rejection Period”), to reject the applicable Term extension and thereby nullify and rescind JWM’s exercise of the Option, subject to the following:

(a) OME’s failure to give JWM a Rejection Notice prior to the expiration of the ten (10) day Rejection Period shall be deemed to constitute OME’s approval of the extension of the Term for the additional Contract Year, and OME shall not thereafter have the right to nullify or rescind such extension of the Term.

3

(b) If OME exercises its right to reject a Term extension (“OME’s Rejection Right”), OME shall not itself distribute, promote, telecast or otherwise exploit, nor authorize any party to distribute, promote, telecast or otherwise exploit, any non-fiction programming about OME’s research and recovery operations anywhere in the world during the four (4) year period commencing on expiration of the Term (the “Freeze Period”) except that during the Freeze Period:

(i) OME’s research and recovery operations may be the featured subject of a news magazine television program, which, for clarity, may not be broadcast on [***] or [***];

(ii) OME may authorize the production of non-fiction programming specials, i.e., not a series, provided that JWM is accorded its First and Last Rights (defined below) and provided, further, that the special may not be broadcast on [***] or [***], and the special may not include footage covered by the Premier Broadcast Restriction or Four Year Exclusivity Period; and

(iii) OME may exploit footage for Permitted OME Programming.

From the end of the four (4) year Freeze Period until the expiration of the seven (7) year period in which JWM retains Options (i.e., the period ending seven years from and after the start date of the Initial Term), OME shall accord JWM rights of first negotiation and last refusal in accordance with Exhibit D attached hereto (“First and Last Rights”) with respect to the production of any non-fiction programming related to OME’s research and recovery operations.

4. ANNUAL FEES

Upon condition that OME is not in breach or default and fully performs all of OME’s obligations hereunder, and subject to the provisions of subparagraph (f) below and Paragraph 19 below, JWM shall pay to OME the Annual Fee for each Contract Year in accordance with the following:

(a) As used herein:

(i) “Atlas Expedition Day Rate” means [***] Dollars ($[***]) per 24-hour Atlas Expedition Day, pro-rated on an hourly basis for partial days.

(ii) “Atlas Support Day Rate” means [***][***] Dollars ($[***]) per 24-hour Atlas Support Day, pro-rated on an hourly basis for partial days.

(iii) “Atlas Tag Along Day Rate” means a flat [***] Dollars ($[***]) per Atlas Tag Along Day.

(iv) “Meal/Lodging Day Rate” means a flat [***] Dollars ($[***]) per day for each JWM crew member provided a berth on board the OME Vessels from time to time during filming of the Atlas Expedition Series not to exceed [***] ([***]) JWM crew members per Odyssey Vessel as indicated in section (v) below.

(v) “JWM Individual Crew Days” means the aggregate number of days on which a specific individual JMW crew member is provided a berth on board the OME Vessels from time to time during Atlas Expeditions in a given Contract Year. OME agrees to provide berths to up to [***] ([***]) JWM crew members per Odyssey Vessel at a time.

4

(vi) “JWM Total Crew Days” means the aggregate number of JWM Individual Crew Days for all JWM crew members who are provided berths on board the OME Vessels from time to time during Atlas Expeditions in a given Contract Year.

If OME’s actual and documented cost of operating the Odyssey Vessels increases by an extraordinary amount from one Contract Year to the next for reasons outside of OME’s control (e.g., due to an extraordinary increase in the cost of fuel, or if an essential Odyssey Vessel is rendered inoperable and OME is required to charter a comparable ship from an unaffiliated third party at a market rate), then the parties will in good faith negotiate a fair and reasonable incremental increase above the general rate of increase of the total amount of the Network-approved production budget.

(b) “Annual Fee” means, with respect to each Contract Year, aggregate of the following:

(i) the product of (A) the Atlas Expedition Day Rate multiplied times (B) the number of actual Atlas Expedition Days during the applicable Contract Year; plus

(ii) the product of (A) the Atlas Support Day Rate multiplied times (B) the number of actual Atlas Support Days during the applicable Contract Year; plus

(iii) the product of (A) the Atlas Tag Along Day Rate multiplied times (B) the number of actual Atlas Tag Along Days during the applicable Contract Year; plus

(iv) the product of (A) the Meal/Lodging Day Rate multiplied times (B) the number of actual JWM Total Crew Days during the applicable Contract Year.

(c) “Projected Annual Fee” means, with respect to each Contract Year, aggregate of the following:

(i) the product of (A) the Atlas Expedition Day Rate multiplied times (B) the number of estimated Atlas Expedition Days in the Network-approved production budget for the Atlas Expedition Series episodes to be produced during the applicable Contract Year; plus

(ii) the product of (A) the Atlas Support Day Rate multiplied times (B) the number of estimated Atlas Support Days in the Network-approved production budget for the Atlas Expedition Series episodes to be produced during the applicable Contract Year; plus

(iii) the product of (A) the Atlas Tag Along Day Rate multiplied times (B) the number of estimated Atlas Tag Along Days in the Network-approved production budget for the Atlas Expedition Series episodes to be produced during the applicable Contract Year; plus

(iv) the product of (A) the Meal/Lodging Day Rate multiplied times (B) the number of estimated JWM Total Crew Days for Atlas Expeditions during the applicable Contract Year.

Subject to subparagraph (e) below, JWM shall pay to OME the Projected Annual Fee for each Contract Year as an advance against the Annual Fee for such Contract Year.

(d) For the first Contract Year, the Projected Annual Fee is Two Million One Hundred Seventeen Thousand U.S. Dollars (US$2,117,000), based on the assumptions set forth in the attached Exhibit A, and shall be payable as follows, subject to JWM’s receipt of OME’s invoice for the applicable installment and subject, further, to possible reduction or increase in accordance with subparagraph (e) below:

(i) Two Hundred Seventy-Five Thousand Dollars ($275,000) on or before June 6, 2008;

(ii) Seven Hundred Seventy-Five Thousand Dollars ($775,000) on or before July 20, 2008;

(iii) Six Hundred Ninety Thousand Dollars ($690,000) on or before September 6, 2008;

5

(iv) the final balance (including all Additional Fees, if any, pursuant to Paragraph 5 below) within thirty days (30) days following completion of all filming on Odyssey Vessels scheduled during the first Contract Year and based on final reconciliation of all amounts due as contemplated in Paragraph 5 below.

The amount of, and payment schedule for, the Projected Annual Fee for the second and each subsequent Contract Year(s), if any, shall be computed based on the assumptions set forth in the Network-approved production budget for the Atlas Expedition Series episodes to be produced during the applicable Contract Year.

(e) Notwithstanding the foregoing or anything contained elsewhere herein, if, for any Contract Year, the aggregate amount of Annual Fees accruing to OME hereunder (including any Additional Fees accruing pursuant to Paragraph 5 below) based on the number of actual Atlas Expedition Days, actual Atlas Support Days, actual Atlas Tag Along Days and actual JWM Total Crew Days during the applicable Contract Year is less or more than the Projected Annual Fee for such Contract Year, JWM shall reduce or increase the remaining installment(s) of the Projected Annual Fee to the extent necessary to equal the Annual Fee.

5. ADDITIONAL FEES

OME shall provide JWM with monthly written reconciliation statements that set forth the actual number of Atlas Expedition Days, Atlas Support Days, Atlas Tag Along Days, JWM Individual Crew Days and JWM Total Crew Days for which Annual Fees have accrued hereunder during the applicable Contract Year, as well as any days described in subparagraph (d) below for which OME seeks to be compensated. Subject to JWM’s receipt and approval of the applicable reconciliation statement, if and to the extent applicable, JWM shall pay to OME any Additional Fees that may accrue during each Contract Year. “Additional Fees” means, with respect to each Contract Year, the aggregate of:

(a) the product of (i) the Atlas Expedition Day Rate multiplied times (ii) the number of actual Atlas Expedition Days, if any, in excess of the number of estimated Atlas Expedition Days in the Network-approved production budget that were used to compute the Projected Annual Fee for that Contract Year; plus

(b) the product of (i) the Atlas Support Day Rate multiplied times (ii) the number of actual Atlas Support Days, if any, in excess of the number of estimated Atlas Support Days in the Network-approved production budget that were used to compute the Projected Annual Fee for that Contract Year; plus

(c) the product of (i) the Atlas Tag Along Day Rate multiplied times (ii) the number of actual Atlas Tag Along Days, if any, in excess of the number of estimated Atlas Tag Along Days in the Network-approved production budget that were used to compute the Projected Annual Fee for that Contract Year; plus

(d) the product of (i) the Atlas Expedition Day Rate multiplied times (ii) the number of days other than Atlas Expedition Days and Atlas Support Days during which OME is required to suspend its core search operations in order to undertake the following, it being agreed by OME that any such requests by JWM shall be accommodated by OME to the extent reasonably practicable: trips to port that JWM may request so that JWM may conduct its business; and/or marine transfers at sea requested by JWM (e.g., to effectuate film crew, “on camera expert” and equipment exchanges); plus

(e) the product of (i) the Meal/Lodging Day Rate multiplied times (ii) the number of actual JWM Total Crew Days in excess of the number of estimated JWM Total Crew Days in the Network-approved production budget that were used to compute the Projected Annual Fee for that Contract Year.

6

6. OME UNDERTAKINGS

Except to the extent limited, if at all, by the express provisions of Exhibit C attached hereto and incorporated by reference:

(a) OME grants to JWM and its representatives permission during the Term to enter upon and make use, consistent with this Agreement, of the Odyssey Vessels and all real properties and improvements thereon (including OME’s home offices in Tampa, Florida) which are owned by, or under the control of, OME (collectively with the Odyssey Vessels, “OME Locations”), for the purpose of filming, videotaping, photographing, audio recording and otherwise depicting all or any part of the exterior and interior and contents of the OME Locations, including names, signs, trademarks, trade names, logos and other identifying insignia of the OME Locations, and any and all activities relating to the Atlas Expedition Series. Without limiting the generality of the foregoing, during the Term OME shall provide to JWM:

(i) exclusive access to film all OME operations at the OME Locations and in any other locations JWM may determine are needed to complete filming for the Atlas Expedition Series (“exclusive access” means that JWM and its authorized representatives shall be the only third parties granted access to film the OME Locations and those persons working at or on the OME Locations for the purposes of this Agreement, i.e., consistent with the scope of the exclusivity granted JWM pursuant to, and subject to the limitations set forth in, Paragraph 7 below);

(ii) if requested by JWM, assistance to enable JWM to access locations at which OME activities occur, if other than OME Locations;

(iii) use of Odyssey Vessels and all necessary personnel, facilities and supporting equipment on the Odyssey Vessels, including but not limited to, direction of ROV’s and other technical support devices, meals and lodging for JWM crew members and storage of their equipment and gear aboard the Odyssey Explorer;

(iv) use of approximate Prior Atlas Site Coordinates for location of each wreck site solely for use in production of the Atlas Expedition Series, it being agreed that these coordinates shall be treated as confidential information;

(v) access to and fee free use of OME research materials relating to Prior Atlas Sites. JWM, in its sole discretion, shall select the specific Prior Atlas Sites to be explored each year in connection with the filming of the Atlas Expedition Series, subject to the operational requirements of OME, which OME must communicate to JWM as promptly as practicable;

(vi) access to and fee free use of footage and materials found in (A) OME video archives of previously shot material of Prior Atlas Sites and other underwater sites that will be filmed as part of the Atlas Expedition Days, including, but not limited to, footage of the shipwrecks listed in Exhibit B attached hereto and incorporated herein by reference; and (B) OME historical research materials on Prior Atlas Sites filmed during Atlas Expedition Days; and

(vii) the right to photograph, film and record the work of OME personnel, including conducting interviews with OME personnel, and the right to place fixed cameras on Odyssey Vessels to capture action and work of OME personnel as it occurs, it being agreed that such placement shall be made in consultation with OME and subject to OME approval solely with respect to safety issues and crew privacy in living quarters considerations, it being agreed that OME shall provide reasonable good faith assistance to JWM in obtaining all appearance releases, location agreements and other consents or releases of, or licenses from, third parties, in form and substance satisfactory to JWM, that JWM may reasonably request in connection with: (A) the appearance of anyone whom JWM may desire to depict in the Atlas Expedition Series (including, but not limited to, all OME agents, representatives, employees and contractors); and/or (B) the use of materials and/or locations which JWM desires to utilize in or in connection with the Atlas Expedition Series or its promotion.

7

(b) JWM shall have the right to make such use of the OME Locations as may be reasonably required during the production of the Atlas Expedition Series, including the right to place all necessary personnel, facilities, vehicles and equipment on the OME Locations. OME further agrees that JWM shall be entitled to return to the OME Locations thereafter at mutually acceptable times during the Term, if and as required for re-takes, added scenes, still photography or other activity required in connection with the production, promotion or other exploitation of the Atlas Expedition Series and/or the Atlas Program Materials (defined below). In each instance, JWM agrees to remove its personnel, facilities, vehicles and equipment after completion of work and leave the OME Locations in substantially the same condition as when JWM entered upon the OME Locations. In case of equipment incompatibility where production equipment interferes with OME technology and ability to work, OME may require specific interfering equipment to be turned off, JWM and any crew assigned by JWM will abide by any safety regulations in effect at Odyssey Locations.

(c) JWM will use reasonable care to prevent damage to the OME Locations, and to the extent any claims or demands result from any act or omission by JWM in connection with use of the OME Locations by JWM or its representatives, JWM will indemnify OME and all other parties who own or are lawfully in possession of the OME Locations, and hold each of them harmless from any claims and demands of any person or persons arising out of or based upon personal injuries, death or property damage suffered by such person or persons to the extent such injuries, death or property damage are proximately caused, in whole or in part, from any such act or omission. OME will use reasonable care to prevent damage to JWM equipment while at OME Locations, but will not be responsible for any equipment damages. JWM shall provide OME with proof of applicable liability insurance with a limit of no less than $1,000,000 per claim and $3,000,000 in the aggregate. This liability insurance will include coverage for negligence and willful misconduct.

(d) OME will not be liable for any production delays caused by mechanical failures, weather or events beyond OME’s control and OME reserves the right to substitute personnel.

(e) All film, videotape, still photographs and other visual and/or audio recordings or representations (e.g., studios sets or designs) of the OME Locations created by or for JWM are collectively referred to herein as the “JWM Location Materials”. JWM and its successors, licensees and assigns shall be the sole and exclusive owner of the JWM Location Materials with the right for the full period of copyright, including all extensions and renewals thereof, and thereafter in perpetuity, throughout the universe, to use and re-use, an unlimited number of times, all or any part of the JWM Location Materials for the purpose of making and producing television programs and other works, and advertising, publicizing and exploiting the same, by all means and in all media, whether now known or hereafter devised, and to authorize others so to do; provided, that JWM’s rights with respect to JWM Location Materials are subject to the terms of Exhibit C attached hereto and incorporated herein by reference. OME shall not have any right of action against JWM or any other party arising out of any use of the JWM Location Materials except to the extent JWM or such other party uses the same in violation of this Agreement.

7. EXCLUSIVITY

During the Term, OME shall not itself distribute, promote, exhibit or otherwise exploit, nor authorize any party (other than JWM and its successors, licensees and assigns), to distribute, promote, exhibit or otherwise exploit, in any media anywhere in the world, any non-fiction programming about OME’s research and recovery operations anywhere in the world except for Permitted OME Programming.

8. FIRST NEGOTIATION RIGHT

The following shall apply during the [***] ([***]) month period (the “First Negotiation Period”) commencing upon the expiration or any sooner termination of the Term, excluding any sooner termination of the Term pursuant to the exercise of OME’s Rejection Right [it being agreed that, in such event, this Paragraph 8 shall not apply and the parties’ respective rights and obligations shall instead be governed by subparagraph 3(b) above]: If OME desires to exercise, or authorize others to exercise, the rights to produce, distribute, exhibit, promote and/or otherwise exploit in any media non-fiction programming (other than Permitted OME Programming) about OME’s research and recovery operations throughout the world,

8

then OME shall give JWM written notice of such desire. Commencing upon JWM’s receipt of such notice there shall be a [***] ([***]) day period during which OME and JWM may negotiate in good faith for JWM to acquire any or all of such rights. If by the end of such negotiation period no agreement has been reached (it being acknowledged by JWM that OME is under no obligation to accept any proposal), or if at any time during such negotiation period JWM gives OME written notice that JWM declines to negotiate for such rights, then OME may negotiate and enter into agreements with third parties with respect thereto, provided that, except for Permitted OME Programming, no such non-fiction programming shall be distributed, promoted, exhibited or otherwise exploited in any media anywhere in the world prior to the expiration of the Term.

9. OME ELEMENTS

(a) “OME Elements” means, collectively: (i) OME’s names, trademarks, service marks, trade names, logos and slogans (collectively, “OME Brand Elements”); and (ii) all photographs, film and videotape described in Paragraph 9(c) below and all other film, video and audio recordings and still photographs in which OME activities, OME Locations and/or anyone or anything associated with OME activities or OME Locations are identifiable.

(b) OME grants to JWM and its successors, licensees and assigns the irrevocable and perpetual right, at no additional cost to JWM, to incorporate the OME Elements in the Atlas Expedition Series and to use and authorize others to use the OME Elements in and in connection with the development, production, exhibition, distribution, marketing, advertising, promotion and exploitation of the Atlas Expedition Series in any and all media now known or hereinafter invented throughout the world, an unlimited number of times in perpetuity.

(c) OME acknowledges and agrees that: (i) all photographs taken and footage filmed or videotaped by OME or in which OME holds the copyright in connection with Prior Atlas Sites or Atlas Expeditions during the Term shall be made available to JWM at no additional cost to JWM for use in the Atlas Expedition Series only; (ii) such videotape and filmed footage shall be provided to JWM formatted on computer hard drives or in such other hard drive media format available to OME which will be compatible with JWM’s editing equipment; and (iii) such film and videotape to which JWM shall be given free access shall include OME’s footage of Atlas Expeditions. Nothing herein shall be construed so as to require OME to produce any photographs or video footage in any form other than in the original form produced.

(d) The OME Elements and all intellectual property rights associated therewith, including, but not limited to, all copyrights, are and shall remain the sole and exclusive property of OME, subject only to the rights of JWM and its successors, licensees and assigns to use the OME Elements in accordance with this Agreement.

(e) OME expressly reserves the following rights with respect to the OME Elements and stories of OME’s discovery, investigation and recovery of High Value Sites (defined in Exhibit C attached hereto) (the “OME High Value Site Shipwreck Stories”):

(i) the exclusive right to exploit dramatic (i.e., scripted) theatrical motion pictures, television movies and television mini-series about the OME High Value Site Shipwreck Stories, provided that no such production shall be released or exploited in any media prior to six (6) months after the Network’s initial telecast of the Atlas Expedition Series episode in which the applicable OME High Value Site Shipwreck Story is first presented;

(ii) the exclusive right to create, manufacture, distribute and sell any merchandise that utilizes OME Brand Elements;

(iii) the exclusive right to create, manufacture, distribute and sell any merchandise that is related to OME High Value Site Shipwreck Stories. and

9

(iv) the exclusive right to create, publish and sell print publications that include text, still photographs and/or still illustrations relating to OME High Value Site Shipwreck Stories, including, but not limited to, the exclusive right to authorize the publication of books and magazine articles about the OME High Value Shipwreck Stories (“High Value Site Print Publishing Rights”), provided that JWM and its successors, licensees and assigns shall have the non-exclusive right to exercise High Value Site Print Publishing Rights for purposes of advertising and promoting the Atlas Expedition Series.

(f) All rights not expressly granted to JWM hereunder are specifically reserved to OME, and JWM shall not use or authorize others to use the OME Elements except as expressly provided for in this Agreement, it being agreed that:

(i) JWM’s rights with respect to any Atlas Program Materials that depict or include OME Elements or any part of the Atlas Expedition Series that depicts or includes OME Elements shall be subject to Exhibit C attached hereto; and

(ii) if there shall exist any conflicts between the provisions of this Paragraph 9 and those of the attached Exhibit C, the latter shall prevail, provided that the provision(s) of this Paragraph 9 affected shall be curtailed, limited or eliminated only to the extent necessary to remove such conflict, and as so modified, this Paragraph 9 shall continue in full force and effect.

10. ATLAS PROGRAM MATERIALS

(a) Subject to the provisions of Paragraph 9 above and Exhibit C attached hereto, JWM and its successors, licensees and assigns shall solely and exclusively own all rights of every kind and nature (including, but not limited to, all copyrights) in perpetuity and throughout the universe in all media, whether now known or hereafter devised, in all the Atlas Expedition Series and all episodes thereof, the titles thereof, and all elements, components and materials contained in the Atlas Expedition Series, including, but not limited to, all materials of any kind generated, created, developed, prepared, produced, edited and/or furnished for the Atlas Expedition Series and all film, videotape, still photographs and other visual and/or audio recordings or representations (e.g., studios sets or designs) created by or with the authorization of JWM (collectively, “Atlas Program Materials”). Without limiting the generality of JWM’s rights under the foregoing, but subject to the provisions of Paragraph 9 above and Exhibit C attached hereto, JWM and its successors, licensees and assigns shall have the right at any time or times to exhibit, use, reuse or license others to exhibit, use, reuse and/or otherwise exploit the Atlas Expedition Series or any parts thereof and alter, modify or edit the recordings of the Atlas Expedition Series or any parts thereof or create any derivative works therefrom, and to exhibit, use and/or reuse the Atlas Expedition Series, portions thereof and recordings thereof over any facilities of any type whatsoever, whether on a connected (i.e., network) or non-interconnected (i.e., syndicated) or satellite basis, or any other basis, whether now known or hereafter devised, and in any media, whether now known or hereafter devised, or in any form whether now known or hereafter devised, an unlimited number of times throughout the universe and forever, including, but not limited to, interactive television, CD-ROMs, computer services and the Internet. Any parts of the Atlas Expedition Series, any altered, modified or edited recordings of the Atlas Expedition Series or parts thereof and any derivative works of any of the foregoing shall all be considered to be the Atlas Expedition Series for purposes of this Agreement. The days and times on which Atlas Expedition Series may be exhibited, the duration of the Atlas Expedition Series and the titles, formats, content and all other elements, components and characteristics thereof shall be designated, and may be changed, by JWM and its successors, licensees and assigns from time to time in their sole discretion. Notwithstanding the foregoing, and as described in Exhibit C attached hereto, OME retains all rights to footage that is not the subject of this Agreement.

(b) The Atlas Expedition Series, including the Atlas Program Materials, may be registered for copyright in the name of JWM or its designee. JWM and its successors and assigns may change, alter, add to, subtract from, or rearrange all or any part of the Atlas Expedition Series, or combine it with any other material, as JWM and its successors and assigns see fit. OME waives any and all so-called moral rights, or any similar rights, of authors in the Atlas Expedition Series. Neither the expiration of this

10

Agreement in its normal course nor its sooner termination for any reason shall affect the ownership by JWM and its successors and assigns of the Atlas Expedition Series and Atlas Program Materials or alter any warranty, representation, covenant or undertaking on the part of OME hereunder.

(c) Notwithstanding anything contained in subparagraphs (a) and (b) above: (i) JWM’s rights with respect to any Atlas Program Materials that depict or include OME Elements or any part of the Atlas Expedition Series that depicts or includes OME Elements shall be subject to Paragraph 9 hereof and Exhibit C attached hereto; (ii) if there shall exist any conflicts between the provisions of this Paragraph 10 and those of the attached Exhibit C, the latter shall prevail, provided that the provision(s) this Paragraph 10 affected shall be curtailed, limited or eliminated only to the extent necessary to remove such conflict, and as so modified, this Paragraph 10 shall continue in full force and effect.

11. CREDIT

Provided that OME performs all of OME’s material obligations hereunder and is not in breach hereof, and subject to the Network’s guidelines, OME shall be accorded an on-screen “Special Thanks” credit on a separate card at the beginning of the end titles of the Atlas Expedition Series in a size of type and on-screen duration no less than size of type and on-screen duration of JWM’s production company credit. All other matters with respect to such credit shall be determined by JWM in its sole discretion. No casual or inadvertent failure by JWM, nor any failure by any third party, to accord such credit shall be deemed a breach of this Agreement by JWM. Upon receipt of written notice from OME of a failure to accord OME credit as required in accordance with this Agreement, JWM shall undertake reasonable efforts to correct such failure on a prospective basis only.JWM shall accord a credit to OME in connection with the Atlas Expedition Series.

12. DVD COPIES OF ATLAS EXPEDITION SERIES

Upon OME’s request and subject to the DVD distributor’s and the Network’s approval, OME may purchase a reasonable number of DVDs of completed episodes of the Atlas Expedition Series at cost to use as promotional premiums and giveaways.

13. SPONSORSHIP

(a) OME will not accept (except from JWM or the Network) or pay any money, service, or other valuable consideration for the inclusion of any matter in the Atlas Expedition Series or for the endorsement of any person, product or service in the Atlas Expedition Series without the approval and at the direction of JWM.

(b) As between OME and JWM, JWM shall have the sole and exclusive right to enter into and control any sponsorship and in-program advertisements with respect to the Atlas Expedition Series; provided that JWM shall not enter into any product placement, product integration or product trade-out agreements or other such similar arrangements that depicts or includes OME Elements and/or OME Locations in connection with the Atlas Expedition Series (collectively, “Product Integration Deals”) without OME’s approval, which approval may be withheld by OME only if such integration would negatively affect OME’s operations or the safety of OME’s personnel.

(c) JWM and OME shall each be entitled to receive [***] percent ([***]%) of one hundred percent (100%) of all cash payments, if any, actually received and earned by either JWM or OME from Product Integration Deals net of all direct, verifiable out-of-pocket third party costs (e.g., third party fees and commissions, costs incurred in connection with managing the approval process, collecting and wrangling the physical items needed and working with camera crew and post-production to execute the integration/product placement; and any share of such monies retained by the Network).

11

14. ADJUSTED GROSS REVENUES PARTICIPATION

OME shall pay to JWM fifty percent (50%) of the Adjusted Gross Revenues (as defined, computed, accounted for and paid in accordance with Exhibit E attached hereto and incorporated by reference) from each of the following:

(a) the creation, manufacture, distribution and sale of any merchandise related to the Atlas Expedition Series (excluding goods and services that utilize the names, likenesses or other characteristics of High Value Sites ) (“Atlas Expedition Series Merchandising”);

(b) the publication, licensing and sale of print publications in any format now known or hereafter developed (including, without limitation, books, magazines and newsletters and customary subsidiary rights such as e-newsletters or other online publications, paperback reprints, book club publications, audio recordings, etc.) that include text, still photographs and/or still illustrations connected to stories presented in the Atlas Expedition Series (excluding stories connected to High Value Sites) (“Atlas Expedition Series Print Publications”); and

(c) the development, production, distribution, marketing, promotion and other exploitation in any and all media of dramatic (i.e., scripted) theatrical motion pictures, television movies, television mini-series and other scripted television productions connected to stories presented in the Atlas Expedition Series (excluding productions based on OME High Value Site Shipwreck Stories) (“Atlas Expedition Series Scripted Productions”), it being agreed by OME that no Atlas Expedition Series Scripted Production shall be released or exploited in any media prior to six (6) months after the Network’s initial telecast of the Atlas Expedition Series episode in which the applicable story is first presented;

15. NO INJUNCTIVE RELIEF

It is expressly understood and agreed that in the event JWM breaches any provision of this Agreement, the damage, if any, caused OME thereby will not be irreparable or otherwise sufficient to entitle OME to injunctive or other equitable relief. OME acknowledges that OME’s rights and remedies in any such event shall be strictly limited to the right, if any, to recover damages in an action at law, and OME shall not be entitled by reason of any such breach to rescind this Agreement, or to restrain JWM’s exercise of any of the rights granted to JWM hereunder, or to enjoin or restrain the production, exhibition, distribution or other exploitation of the Atlas Expedition Series or Atlas Program Materials, or any advertising, publicity or promotion in connection therewith.

16. CONFIDENTIALITY

(a) Each party agrees that it shall not disclose the terms of this Agreement to any third party except: (i) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction or government agency, provided such party notifies the other party of said law or order; or (ii) on a reasonable need-to-know basis to such party’s lawyers, accountants and other business representatives upon the express condition that such party shall in such cases secure said representatives’ agreement to comply with this confidentiality restriction.

(b) Before JWM or the Network communicates material, non-public information regarding a High Value Site to any individual, including, but not limited to, their respective employees, agents, or representatives, JWM or the Network (as applicable) shall require such individual to execute and deliver to OME a confidentiality agreement (“Lock Down NDA”) similar to Exhibit F attached.

(c) If the discovery of a High Value Site covered by a Lock Down NDA cannot be made public within five (5) months of discovery of a High Value Site, upon written request by the Network, OME will pay the Network for actual and documented costs associated with producing the episode which contains the footage of the High Value Site covered by the NDA, up to [***] Dollars ($[***]).

(d) Upon OME’s buy back of the episode (“Buy Back Episode”) and footage associated therewith for that episode, OME will own all elements (including raw footage, edited material and any other material covered in the actual and documented costs paid by OME) and all rights to the footage and/or any project associated therewith related to the High Value Site.

12

(e) All exclusivity provisions of this Agreement will apply for the Term or Freeze Period (if applicable) and OME may not exploit, sell or license the “Buy Back Episode” or its elements during the Term plus twelve (12) months following the Term.

(f) If during the Term plus twelve (12) months following the Term, the High Value Site covered by the Lock Down NDA can be revealed publicly, the Network will have the right to purchase back from OME the footage and right related thereto for the same amount OME paid the Network for the buy back.

(g) Upon expiration of the Term plus twelve (12) months, if OME publicly discloses discovery of the High Value Site related to the Lock Down NDA, OME will offer JWM and the Network first negotiation rights (pursuant to Paragraph 8 of this Agreement) to purchase the footage and rights related thereto from the High Value Site which is the subject of the Lock Down NDA.

17. PUBLICITY

(a) The initial press release announcing this Agreement and the Network Agreement shall require the written approval of OME, JWM and the Network.

(b) Neither OME nor OME’s representatives shall issue any press releases nor make any other statements about OME’s involvement with the Atlas Expedition Series, JWM, the Network, their affiliates, sponsors, agents and/or employees in any media (including, but not limited to, any online or print communications) without JWM’s consent as to releases regarding JWM tradenames, marks, and/or logos; and without the Network’s prior written consent as to releases regarding the Network tradenames, marks or logos and/or the Atlas Expedition Series, as applicable. Notwithstanding the forgoing, JWM recognizes and acknowledges that OME will be required, by law, to publicly disclose all material events including final execution of this Agreement.

(c) None of JWM, the Network, their affiliates, sponsors, agents or employees shall issue any press releases or promotion material which includes information and/or representations relating to a High Value Site including but not limited to location and/or potential monetary value which have not been publicly disclosed by OME.

(d) Under no circumstances shall OME or any person or entity on OME’s behalf use or employ any of the names, marks or logos of JWM, the Network or any of its or their affiliates without the express written approval of JWM or the Network, as applicable.

(e) It is expressly understood that OME crew members will wear standard uniforms and use safety equipment which may include OME logos.

18. NO OBLIGATION TO PROCEED

Nothing contained herein shall in any way obligate JWM actually: (a) to film the Expeditions or use the JWM Location Materials, the OME Elements, or OME’s services or any of the results or proceeds of its services; (b) to produce, exhibit, distribute, telecast, advertise or otherwise exploit the Atlas Expedition Series; and/or (c) to otherwise exercise any of the rights granted to JWM hereunder.

19. TERMINATION

Notwithstanding anything contained elsewhere herein:

(a) OME reserves the right to terminate this Agreement if JWM is no longer the sole designated production company on the Atlas Expedition Series and/or if JWM materially breaches this Agreement, subject to subparagraph (c) below and the following: OME shall not have the right to terminate this Agreement on account of any breach of this Agreement unless: (i) OME has first made

13

a written demand upon JWM to cure such breach, which written demand shall specify the provision(s) of this Agreement claimed to be breached, the reasons for such claim, the date such obligation or performance was to have been satisfied and any other identifying specifics; and (ii) JWM has failed to cure such breach within thirty (30) days after receipt of such written demand from OME.

(b) JWM may terminate this Agreement at its discretion upon written notice to OME and, in the event JWM elects to terminate this Agreement for reasons other than OME’s breach or default, OME shall be entitled to receive compensation computed as follows:

(i) the applicable Atlas Expedition Day Rate times the number of actual Atlas Expedition Days through the date of termination, pro-rated on an hourly basis for partial days;

(ii) the applicable Atlas Support Day Rate times the number of actual Atlas Support Days through the date of termination, pro-rated on an hourly basis for partial days;

(iii) the applicable Atlas Tag Along Day Rate times the number of actual Atlas Tag Along Days through the date of termination; plus

(iv) the applicable Meals/Lodging Day Rate times the number of actual JWM Total Crew Days through the date of termination.

The payments described above shall be made to OME only after it is determined that payments are due OME in addition to those received up to the date of termination, and OME shall promptly refund to JWM any sums in excess of the payments described above paid up to the date of termination.

(c) Any termination of this Agreement under any of the terms or provisions hereunder, or by reason of any legal right on the part of either party hereto, will not diminish, impair or otherwise affect the ownership by JWM and its successors and assigns of the Atlas Expedition Series and Atlas Program Materials and all rights herein granted by OME with respect to the use of OME Elements in and in connection with the Atlas Expedition Series and Atlas Program Materials, all of which shall be irrevocably vested in JWM and its successors and assigns.

20. INDEPENDENT CONTRACTORS

OME acknowledges that its relationship with JWM is that of an independent contractor, and nothing herein contained shall constitute a partnership or joint venture between the parties hereto or constitute either party the agent of the other. Neither party hereto shall hold itself out contrary to the terms of this Paragraph and neither party hereto shall become liable for the representation, act or omission of the other contrary to the provisions hereof. Neither party hereto has any authority, express or implied, to assume or create any obligations on behalf of the other party. JWM crew members are not employees or contractors of OME and JWM is responsible for all necessary work visas and licenses for JWM crew members.

21. ASSIGNMENT

JWM shall have the right to assign this Agreement and any or all of its rights or obligations hereunder, in whole or in part, to the Network. Upon such assignment, JWM shall be released of its obligations hereunder assigned. OME’s obligations hereunder are personal and unique in nature and OME may not assign this Agreement or any of its obligations or delegate any of its duties hereunder.

22. NOTICES

All notices and other communications to be made or otherwise given hereunder shall be in writing and shall be deemed to have been given when the same are (a) addressed to the other party at the mailing address, facsimile number or email address indicated below, and (b) either: (i) personally delivered or mailed, registered or certified mail, first class postage-prepaid return receipt requested, (ii) delivered by a reputable private overnight courier service utilizing a written receipt or other written proof of delivery, to the applicable party, (iii) faxed to such party, or (iv) sent by electronic email. Any notice sent in the

14

manner set forth above by mail shall be effective when received. The substance of any such notice shall be deemed to have been fully acknowledged in the event of refusal of acceptance by the party to whom the notice is addressed. Until further notice given in according with the foregoing, the respective addresses, fax numbers and email addresses for the parties are as follows:

OME:	JWM:
Odyssey Marine Exploration, Inc. 5215 West Laurel Street Tampa, FL 33607 Attention: Melinda MacConnel, General Counsel Fax: (813) 876-1777 Email: mmacconnel@shipwreck.net	JWM Productions, LLC 6930 Caroll Ave. Suite 600 Takoma Park, MD 20912 Attention: Bill Morgan & Jason Williams Fax: (301) 891-1644 Email: billm@jwmprods.com & jasonw@jwmprods.com With a copy to: Wise Entertainment Law, LLC 7945 MacArthur Boulevard, Suite 202 Cabin John, MD 20818 Attention: Bob Wise Fax: (301) 560-6338 Email: bwise@bwiselaw.com

23. WARRANTIES AND REPRESENTATIONS

OME warrants and represents that:

(a) OME is free to enter into this Agreement and has the full right and authority to grant to JWM and its successors, licensees and assigns the rights herein granted and is not subject to any obligation or disability which will prevent OME from keeping and performing all of its obligations hereunder;

(b) No third party consent is required to enable JWM or its successors, licensees or assigns to use the OME Elements as described herein and such use will not violate or infringe upon the trademark, tradename, copyright, artistic and/or other rights of any third parties;

(c) OME has not made nor will OME make any contractual or other commitment which would hinder the full performance of this Agreement and OME will not do, any act or thing which materially interferes with JWM’s and its successors’ and assigns’ enjoyment of, the rights granted and the services to be rendered by OME hereunder;

(d) OME owns all of the rights herein conveyed to JWM and its successors and assigns free and clear of any liens, encumbrances or other third-party interests of any kind, there is no claim or litigation pending or threatened which would in any manner interfere with the full and complete enjoyment by JWM and its successors and assigns of the rights and privileges herein granted; and

(e) OME either owns or, to the extent contemplated herein, controls the OME Locations and the OME Elements and has procured all necessary consents and permissions to permit JWM to exploit all of the rights and privileges with respect to the OME Locations and OME Elements granted herein.

24. INDEMNIFICATION

Each party hereby agrees to indemnify, defend and hold harmless the other party and its employees, officers, directors, members, shareholders, partners, agents and representatives, and their respective successors, licensees and assigns, from and against any liability, claim, cost, damage, or expense (including costs and reasonable attorneys’ fees, whether or not in connection with litigation) arising out of or in connection with any third party claims arising in whole or in part out of a breach by the indemnifying party of any warranty, representation or agreement hereunder. A party that accepts tender of the defense

15

of a third party claim under this Paragraph shall have the right to control the legal defense against any such third party claim, including the right to select counsel of its choice and to defend, compromise or settle such third party claim and any related demands or litigation. The tendering party may, however, at such tendering party’s sole cost and expense, be represented by counsel of its own choosing in connection with any such third party claim, and any related demand, or litigation. Such counsel will be in addition to the other party’s counsel and shall not interfere in any way with the other party’s counsel’s defense of such third party claim, or related demand or litigation. The obligations under this Paragraph shall survive the termination or expiration of this Agreement.

25. MISCELLANEOUS.

(a) All matters pertaining to this Agreement (including its validity, performance and breach) shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely in the State of New York without regard to principles of conflict of laws. The parties agree to submit themselves to personal jurisdiction in the State of Florida with venue in Hillsborough County, Florida and waive any rights they might otherwise have to lack of personal jurisdiction and/or inconvenient forum.

(b) Nothing contained herein shall require the commission of any act or the payment of any compensation which is contrary to any law, rule or regulation, including, but not limited to, the applicable labor laws, rules or regulations, if any. If there shall exist any conflicts between this Agreement and any such law, rule or regulations, the latter shall prevail; and the provision(s) hereof affected shall be curtailed, limited or eliminated only to the extent necessary to remove such conflict, and as so modified, this Agreement shall continue in full force and effect.

(c) Each of the individuals signing this Agreement below represents that he is empowered to execute this Agreement on behalf of the party for which such individual is acting.

(d) Paragraph headings are for the convenience of the parties only and shall have no legal effect or validity. This Agreement, including all attached Exhibits, constitutes the complete and binding agreement of the parties, superseding all prior understandings and communications, express or implied, oral or written, with respect to the subject matter hereof, and this Agreement shall not be modified or amended except by a subsequent writing signed by both parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

ODYSSEY MARINE EXPLORATION, INC.		JWM PRODUCTIONS, LLC
By:	/s/ Mark D. Gordon	By:	/s/ William W. Morgan
Its:	President	Its:	Managing Partner

16

EXHIBIT A

2008 PROJECTED ANNUAL FEE

1. Total boat days for project:	[***]	[***] weeks * [***] vessels * 7 working days. Working schedule provides ship access [***]-[***], 2008 but does not limit access outside of these windows
2. Detail of Meal and Lodging chargebacks for film crew:
per day lodging charge per crew person:	$[***]
per day meal charge per crew person	$[***]
Per day: meal and lodging:	$[***]

SHIP CHARGES:
	# of Days	Daily Rate	Total
I. Atlas Expedition Days.	[***]	$[***]	$[***]
Meal and Lodging Charges for #1 above: [***] crew * $[***] per day	[***]	$[***]	$[***]
TOTAL: [***] days where Odyssey Explorer is used to explore old wrecks			$[***]
II. Atlas Support Days.	[***]	$[***]	$[***]
Meal and Lodging Charges for #2 above: [***] crew * $[***] per day	[***]	$[***]	$[***]
TOTAL: [***] days where Odyssey Explorer is used as only shooting platform to support work done in primary [***] days. JWM is making frequent requests of Odyssey for filming purposes during this period			$[***]

A1

III. Atlas Tag Along Days	[***]	$[***]		$[***]
Meal and Lodging Charges for #3 above: [***] crew * $[***] per day	[***]	$[***]		$[***]
TOTAL: [***] days where film crew is filming Odyssey’s operations and making intermittent requests of Odyssey for the purpose of filming their operations				$[***]
IV. Marine Transfer and Marine-to-Port days where Odyssey needs to go to port at the request of the film crew, or must perform a marine transfer at the request of the film crew. Covers days where chase boat cannot execute marine transfer due to weather.	[***]	$[***]		$[***]
Meal and Lodging charges for #4 above: [***] crew * $[***] per day	[***]	$[***]		$[***]
TOTAL: [***] days for JWM-requested Marine transfers and Marine-to-Port trips				$[***]
GRAND TOTAL: ALL GOODS AND SERVICES PAID TO OME ON SERIES:	[***]		$	2,117,000.00

A2

EXHIBIT B

PRIOR ATLAS SITES (as of May 12, 2008)

As of May 12, 2008, the Prior Atlas Sites consist of the following:

B-1.	[***] [***] Site: [***] Artifacts: [***]
B-2.	[***] [***] Site: [***] Artifacts: [***]
B-3.	[***] [***] Site: [***] Artifacts: [***]
B-4.	[***] [***] Site: [***] Artifacts: [***]
B-5.	[***] [***] Site: N/A Artifacts: N/A
B-6.	[***]

B-1

	[***] Site: [***] Artifacts: None retrieved to date.
B-7.	[***] [***] Sites: [***] Artifacts: None retrieved to date.
B-8.	[***] [***] Site: [***] Artifacts: None retrieved to date.
B-9.	[***] [***] Site: [***] Artifacts: [***]
B-10.	[***] [***] Site: [***] Artifacts: None retrieved to date.
B-11.	[***] [***] Site: [***] Artifacts: [***].
B-12.	[***]

B-2

EXHIBIT C

FOOTAGE OWNERSHIP, USE AND RESTRICTIONS

This Exhibit C shall constitute a part of that certain Expedition Agreement (the “Underlying Agreement”), dated May 15, 2008, by and between JWM Productions, LLC and Odyssey Marine Exploration, Inc. relating to the production and exploitation of programming about OME’s operations. This Exhibit C shall be deemed fully incorporated in the Underlying Agreement, and this Exhibit C and the Underlying Agreement are collectively referred to herein as “this Agreement.” All terms used in this Exhibit shall, unless expressly provided to the contrary herein, have the same respective meanings as set forth in the Underlying Agreement. Unless expressly provided to the contrary herein, to the extent that any provision of this Exhibit C conflicts with any provision of the Underlying Agreement, the provisions of this Exhibit C shall control.

C-1. GENERAL UNDERSTANDING

(a) OME and JWM recognize and acknowledge that it is the interests of OME, JWM and the Network, and it is the intent of this Agreement, that JWM and the Network will have the ability to release footage from all sites visited during Atlas Expeditions (“Atlas Sites”), including “High Value Sites” (defined below), as soon as possible. The parties also agree that JWM and its successors, licensees and assigns (including the Network) (collectively, the “Permitted Users”) shall have full ability to exploit the footage filmed at Prior Atlas Sites, and such footage and the information contained therein is not subject to the terms for “Restricted Footage” set forth below.

(b) The parties agree that, except in the instance of a “High Value Site” discovery or a “Covert Discovery” (as the foregoing terms are defined below), JWM and the other Permitted Users will have perpetual, worldwide rights to use (i) all footage filmed by JWM during the “full rate” Atlas Expedition Days, and (ii) the topside footage filmed on Atlas Support Days and Atlas Tag Along Days during the rest of each Atlas Expedition and on any days added to Atlas Expeditions in accordance with the terms below.

C-2. HIGH VALUE SITES

(a) OME agrees to give JWM written notice within [***] of site discovery that a particular site will be considered a “High Value Site”. A High Value Site is a shipwreck or other site at which OME makes a valuable discovery for which it may file an admiralty arrest. OME will make all reasonable efforts to file an admiralty arrest within [***] from and after the date on which artifacts from a High Value Site are delivered to OME’s offices in Tampa, Florida. The parties understand and acknowledge, however, that for reasons related to the security of the site or OME’s legal interest in the site, OME may elect to delay arrest of a High Value Site. In any event, OME will file an admiralty arrest of each High Value Site as soon as OME’s legal counsel determines that such a filing is in the best interest of OME.

(b) In the event that JWM has filmed footage from a High Value Site, and after learning that it is a High Value discovery, JWM in its sole discretion, decides not to film the rest of the recovery, then OME shall credit JWM for ship time at the applicable rate for the Atlas Expedition Days, Atlas Support Days and/or Atlas Tag Along Days for the period commencing on the date on which the High Value Site was first filmed and ending on the date upon which OME gives JWM written notice that the site will be considered a High Value Site.

C-3. RESTRICTED FOOTAGE

(a) All footage of the High Value Sites or footage recorded topside during their discovery (“High Value Site Footage”) may be used by JWM and other Permitted Users in full and without blurring or footage embargo to the full extent permitted by the Agreement, subject only to the following:

(i) OME will have the right to review the so-called “rough assembly” (i.e., a version of a program that has been edited by JWM but has not yet been submitted to the Network for “rough cut” review) of each episode of the Atlas Expedition Series (a “Rough Assembly”) solely for the purpose of determining if the use of the footage contained in the Rough Assembly could jeopardize the security of any High Value Site and/or OME’s legal interest in the Site.

C-1

(ii) Prior to the expiration of the [***] period commencing upon delivery to OME’s General Counsel of a viewing copy of the Rough Assembly (the “Review Period”), time being of the essence, OME will give JWM written notice (a “Rough Assembly Notice”) specifying in reasonable detail any footage in the Rough Assembly which, in OME”s reasonable judgment, could jeopardize the security of a High Value Site and/or OME’s legal interest in a High Value Site (“Restricted Footage”). OME’s failure to give JWM a Rough Assembly Notice prior to expiration of the Review Period shall constitute OME’s acknowledgment that the footage contained in the Rough Assembly does not contain Restricted Footage.

(iii) JWM will edit out, blur or otherwise render unrecognizable the Restricted Footage identified with reasonable specificity in the Rough Assembly Notice, provided that: (A) JWM will have the right to limit the amount of footage to be removed, blurred or otherwise rendered unrecognizable to that which most narrowly satisfies OME’s concerns; and (B) JWM shall not be required to edit out, blur or otherwise render unrecognizable footage with respect to which OME makes a public disclosure of any kind about the information revealed.

Except as set forth in clauses (a)(i), (ii) and (iii) above and Paragraph C-4 below, all High Value Site Footage may be released to JWM and the other Permitted Users for their use and exploitation to the fullest extent permitted in accordance with the terms of this Agreement and the Network’s related agreement with JWM, and JWM and other Permitted Users shall have sole and absolute discretion over the creative content of the Atlas Expedition Series and each episode thereof (including but not limited to themes, featured events, story line, timeline, sequence of events, etc.).

(b) All information in any public filing (admiralty arrest files or otherwise) which has not been the subject of a court ordered seal relating to the discovery of a High Value Site may be broadcast and otherwise exploited by the Permitted Users to the full extent permitted by this Agreement.

C-4. COVERT DISCOVERY

In the event that OME discovers an underwater site which OME determines that it does not want to be disclosed (“Covert Discovery”), then, within [***] of the discovery, OME will give JWM written notice that the Covert Discovery may not be part of a storyline for the Atlas Expedition Series. In that event, the Atlas Expedition Series will not include any footage of the Covert Discovery and, if JWM has recorded footage of the Covert Discovery which may not be used, JWM will, at its election, receive either (a) credit for ship time at the applicable rate for the Atlas Expedition Days, Atlas Support Days and/or Atlas Tag Along Days during which the Covert Discovery was filmed or (b) a commensurate number of Atlas Tag Along Days at no additional cost.

C-5. PUBLIC COMPANY DISCLOSURES

JWM acknowledges that OME is a public company subject to the Securities Act of 1934, as amended (the “Act”), and the rules and regulations of the Securities and Exchange Commission (“SEC”). Nothing contained in this Agreement shall be construed to preclude OME from making prompt and accurate disclosure of information as required by the Act or the SEC rules and regulations.

C-6. FOOTAGE OWNERSHIP AND USES

Any footage filmed during Atlas Expeditions will either be owned exclusively by JWM and its successors and assigns, or subject to a fee-free license to JWM and the other Permitted Users, in accordance with the following:

C-2

(a) Underwater Footage

(i) Expedition Days

(A) JWM and its successors and assigns will own all ROV and other underwater footage, including all standard definition (“SD”) footage and all high definition (“HD”) footage, shot on Atlas Expedition Days (collectively, “Expedition Day Underwater Footage”), if any, regardless of whether the applicable footage was shot by OME, JWM or a third party.

(B) OME will have the right to request from the Network use of selected clips of Expedition Day Underwater Footage for Permitted OME Programming.

(C) OME may keep copies of the SD footage as part of its archaeological records and copies of the HD footage to pull “selects” for JWM’s and the Network’s approval as set forth in subparagraph (B) above. For clarity, OME may not broadcast or authorize third parties to broadcast the SD footage in any media without prior written approval of the Network.

(ii) Support Days and Tag Along Days

(A) OME will own all ROV footage shot by OME on Atlas Support Days and Atlas Tag Along Days (collectively, “Non-Expedition Day ROV Footage”).

(B) OME hereby grants to JWM and its successors, licensees and assigns the non-exclusive right and license, at no cost to JWM or the other Permitted Users, to incorporate Non-Expedition Day ROV Footage in the Atlas Expedition Series and to use and authorize others to use Non-Expedition Day ROV Footage as incorporated in the Atlas Expedition Series in the distribution, sale, licensing, marketing, advertising, promotion, exhibition and other exploitation of the Atlas Expedition Series in all markets and media (whether now known or hereafter developed), throughout the universe, in perpetuity. OME agrees that OME may not exploit or authorize others to exploit footage aired in the Atlas Expedition Series during the Four Year Exclusivity Period without the written permission of the Network. JWM must provide OME with a document containing specific time codes (i.e. EDL – Edit Decision List) that documents all OME owned footage to be used in the Atlas Expedition Series.

(b) JWM Atlas Topside Footage

(i) JWM and its successors and assigns will own all topside footage shot by JWM during Atlas Expeditions (“JWM Atlas Topside Footage”), provided that if the footage depicts a High Value Site or Covert Discovery, or contains OME trade secrets, or contains any OME Elements, neither JWM nor the Network will have the ability to license or authorize use of such footage by non-Network third parties for use in commercials or advertisements (other than in commercials and advertisements for the Atlas Expedition Series).

(ii) OME will have the right request from the Network use of selected clips of JWM Atlas Topside Footage for Permitted OME Programming.

(c) Other Footage: OME will have the right to request from the Network use of selected clips of any other footage or CGI shot by JWM in conjunction with the Atlas Expedition Series for Permitted OME Programming, provided that JWM and the Network will have the right to review and approve the clips used by OME for such purposes.

(d) Use of Atlas Expedition Series Footage: Any footage from the completed Atlas Expedition Series not owned by OME may only be used with JWM’s and the Network’s approval and with the Network’s logo. Footage owned by OME and used in the Atlas Expedition Series may be exploited by OME after the conclusion of the Four Year Exclusivity Period.

C-3

C-7. STILL PHOTOGRAPHS

(a) All still photographs taken during the Term, other than photographs taken by JWM, will be owned by OME

(b) Still photographs taken by JWM are subject to the same terms of use as those set forth above pertaining to use of footage (for example, such still photographs may be restricted in the manner set forth above for Restricted Footage).

C-4

Exhibit D

RIGHTS OF FIRST NEGOTIATION AND FIRST REFUSAL

D-1. Right of First Negotiation: If OME desires to dispose of or exercise any right to which JWM has been granted a right of first negotiation or first refusal (the “Offered Right”), whether directly or indirectly, then OME shall give notice to JWM of such desire. Commencing upon JWM’s receipt of such written notice there shall be a [***] ([***]) day period in which OME and JWM may negotiate in good faith for such Offered Right. If by the end of such negotiation period no agreement has been reached or if at any time during such negotiation period JWM gives OME notice that JWM declines to negotiate for such Offered Right, then OME shall be free to negotiate elsewhere with respect to such Offered Right, subject to JWM’s right of first refusal set forth in Paragraph D-2 below.

D-2. Right of First Refusal:

(a) If with respect to the Offered Right JWM declines to negotiate or there is no agreement pursuant to JWM’s right of first negotiation as set forth in Paragraph D-1 above, and with respect to the Offered Right OME makes and/or receives any bona fide offer that OME proposes to accept and that contains any financial terms less favorable to OME than the corresponding financial terms in OME ‘s last offer to JWM and/or that changes any other material element of OME’s last offer to JWM, OME shall give notice to JWM of such offer specifying the particulars thereof, including any Offered Rights that are the subject of such offer, the name and address of the offeror, the proposed financial terms, and all other material terms of such offer. During the period of [***] ([***]) business days after receipt of said notice (the “Reconsideration Period”), JWM shall have the exclusive option to license or acquire, as the case may be, the particular Offered Right(s) referred to in such offer, upon the same financial terms and other terms set forth in such notice (“JWM’s Purchase Option”), it being agreed that in no event shall JWM be required to meet any term or condition which cannot be met as easily by JWM as by any other offeror (such as the required employment of a particular individual whose services are exclusive to such offeror).

If JWM elects to exercise JWM’s Purchase Option, JWM shall notify OME of the exercise thereof within the Reconsideration Period; JWM and OME shall then promptly execute written agreements conveying to JWM such Offered Right(s). If JWM does not elect to exercise JWM’s Purchase Option, OME shall be free to accept said bona fide offer (but only upon the terms and conditions specified in such bona fide offer); provided, however, if any such proposed offer is not confirmed in writing within [***] ([***]) days following the expiration of the Reconsideration Period, JWM’s Purchase Option shall revive and shall apply to such proposed offer again and to each and every further offer or offers at any time received by OME relating to the particular Offered Right(s). JWM’s Purchase Option shall continue in full force and effect, upon all of the terms and conditions of these Paragraphs D-1 and D-2, so long as OME retains any right, title, or interest in or to the particular Offered Right(s).

Exhibit E

ADJUSTED GROSS REVENUES

(Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications

and Atlas Expedition Series Scripted Productions)

1. As used herein:

1.1 “Gross Revenues” shall mean all sums actually received by OME, its parents, subsidiaries and affiliates (to the extent that such entities are exploiting the applicable rights) from Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions, provided that Gross Revenues shall not include (i) any and all refunds, returns, credits, discounts, allowances, adjustments and/or profit participations (ii) any and all bad debt and/or credit card charges and expenses, and (iii) any and all taxes and/or shipping and/or handling charges.

1.2 “Adjusted Gross Revenues” shall mean Gross Revenues remaining after the deduction therefrom on a continuing basis of the following in the order set forth below:

(a) OME’s “Distribution Fees” as set forth below.

(b) OME’s “Distribution Expenses” as set forth below.

(c) OME’s “Special Expenses” as set forth below.

1.3 OME’s “Distribution Fees” shall be OME’s customary distribution fees in connection with the exploitation of Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions in any and all media, provided such Distribution Fees shall not exceed 30% of Gross Revenues. In the event that OME engages the services of an unaffiliated third-party subdistributor in connection with the exploitation of its rights, then in lieu of the aforesaid Distribution Fee(s), OME may retain a fee in the amount of ten percent (10%) of Gross Revenues.

1.4 OME’s “Distribution Expenses” shall include all costs, charges and expenses incurred by OME in connection with distributing, advertising, promoting, and exploiting the applicable Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions (including, but not limited to, marketing costs, sales collateral, and retail and promotion costs), up to a maximum of ten percent (10%) of Gross Revenues.

1.5 OME’s “Special Expenses” shall mean, as applicable: (a) all reasonable, customary and verifiable costs and expenses associated with product development and bringing product to market (including, without limitation, cost of style guides, writers’ fees, etc.); (b) manufacturing expenses (including, but not limited to, cost of goods) and other production expenses (including, but not limited to, dubbing and all other costs of creating alternative versions of the Atlas Expedition Series; (c) consumer product regulatory expenses (including, but not limited to, trademark clearances, filings, registrations and maintenance); (d) launch costs, and e) marketing costs incurred by OME, including but not limited to advertising creative, production and space costs, commissions and other costs related to sale of product.

1.6 In calculating Adjusted Gross Revenues hereunder, Adjusted Gross Revenues from Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions will each be separately accounted for, and OME may not cross-collateralize revenue and expenses between or among Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and/or Atlas Expedition Series Scripted Productions.

2. OME shall render to JWM periodic statements prepared by an authorized agent of OME showing, in summary form, the calculation of all Adjusted Gross Revenues pursuant to this Exhibit, which shall be accompanied by JWM’s share thereof, if any. Statements shall be rendered on a calendar quarter basis, within sixty (60) days after the end of the quarter, for the first two (2) years after the initial distribution of the Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and/or Atlas Expedition Series Scripted Productions for which Gross Revenues are derived, and on a semi-annual basis thereafter, provided, however, that no statements need be rendered for any accounting period in which no Gross Revenues are received. Should OME make any overpayment to JWM hereunder for any reason, OME shall have the right to deduct the amount of such overpayment from any further monies owing to JWM hereunder, or may demand repayment from JWM, in which event JWM shall promptly repay the same to OME.

E-1

3. JWM may, at its own expense, but not more than once each year, audit OME’s records relating to Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions at the offices of OME for the purpose of verifying the payments made to JWM hereunder. Any such audit shall be conducted only by a certified public accountant (subject to OME’s reasonable approval) during normal business hours upon reasonable prior written notice and shall not continue for more than thirty (30) consecutive days. JWM shall not have the right to examine, inquire into or object to any matter contained in any statement after the expiration of twenty-four(24) months from the date of mailing of the statement. JWM’s right to examine OME’s records shall be limited to those relating specifically to the Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions, and under no circumstances shall JWM have the right to examine records relating to OME’s business generally or to any other programs for the purpose of comparison or otherwise. In the event that an audit by JWM discloses an underpayment of more than ten percent (10%) to JWM, and such underpayment is not the subject of a good faith dispute, OME shall reimburse JWM for the reasonable costs of such audit.

4. OME shall not be considered a trustee, pledge holder, fiduciary or agent of JWM by reason of anything done or any money collected by it, and shall not be obligated to segregate receipts from the Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions from its other funds. OME shall not have any lien or other rights in or to the Gross Revenues or Adjusted Gross Revenues of the Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions, it being understood that the references thereto are intended solely for the purpose of determining the amount of monies payable to JWM hereunder, if any. OME shall have the complete authority to license, market and exploit the Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions and all rights therein, or to refrain from so doing, as it may choose in its sole discretion, and JWM acknowledges that OME is not in any way making any representations or guarantees of any kind whatsoever regarding the amount of Adjusted Gross Revenues which may be received from the exploitation of the Atlas Expedition Series Merchandising, Atlas Expedition Series Print Publications and Atlas Expedition Series Scripted Productions.

E-2

Exhibit F

CONFIDENTIALITY AGREEMENT TEMPLATE

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is entered into as of             , 2008 by and between Odyssey Marine Exploration, Inc. (“Odyssey”) and                                         , whose principal address is                                                               (the “Recipient”).

WHEREAS Odyssey is in the business of locating and recovering shipwrecks; and

WHEREAS in order for Recipient to assist Odyssey in its search and recovery efforts related to the XXXXXX PROJECT (the “Project”), Odyssey has furnished or agrees to furnish Recipient with confidential, non-public information regarding the Project (the “Information”);

WHEREAS the parties agree that Information does not include information which (i) prior to delivery of such information was already in the possession of the Recipient; (ii) was or becomes generally available to the public other than as a result of disclosure by Recipient or in connection with a public relations/press campaign authorized by Recipient; (iii) becomes available to Recipient on a non-confidential basis from another source, provided that such other source is not bound by a confidentiality agreement with respect to such information; or (iv) was independently developed by Recipient and Recipient can show the same.

THEREFORE, in consideration of Odyssey’s disclosure of the Information, the Recipient agrees as follows:

PLEASE INITIAL EACH LINE.

A.                     The Recipient agrees that he/she will keep all information regarding the Project strictly confidential and that the Information will not, without the prior written consent of Odyssey, be disclosed by the Recipient in any manner whatsoever.

B.                     The Recipient understands that unauthorized disclosure of the Information is a violation of SEC rules and regulations and may subject the Recipient as well as Odyssey to fines, penalties and/or prosecution.

C.                     The Recipient understands that unauthorized disclosure of the Information may jeopardize Odyssey’s security and the security of the Project site and may cause significant financial damages to Odyssey.

D.                     The Recipient understands and agrees that before disclosing any Information regarding the Project to any individual, the Recipient will

1. Obtain approval of Laura Barton, and

2. Assure that the individual’s name to whom the information is to be disclosed is properly recorded by Odyssey’s General Counsel, Melinda MacConnel.

E.                     The Recipient agrees that if any Information is disclosed to any individual without Odyssey’s prior approval, the Recipient will immediately inform Melinda MacConnel of the identity of the person to whom the Information was disclosed and the nature of the information disclosed.

F.                     The Recipient understands and agrees that Odyssey desires to protect the Recipient and other authorized individuals who have access to the Information, but if the Recipient discloses any Information to any individual (including but not limited to spouses, friends, family members, or associates) without the prior authorization of Odyssey, Odyssey will not defend or indemnify the Recipient or the individual for any damages resulting from the unauthorized disclosure. In fact, Odyssey will have no choice but to seek damages against the Recipient and the individual.

G.                     The Recipient understands and agrees that he/she will not execute any trades in Odyssey’s securities or advise others regarding trading while he/she is in possession of, or has knowledge of, any Information.

F-1

H.                     The Recipient further agrees and understands that should he/she disclose Information without prior approval of Odyssey, Recipient:

(a) if an Odyssey employee, will be subject to immediate dismissal by Odyssey as well as forfeiture of any and all rights associated with employment including but not limited to wages, bonuses, stock options, insurance benefits, and any claims of any nature which the Recipient has or may have against Odyssey.

(b) if a Consultant, will have any consulting agreement immediately terminated and will forfeit any and all rights thereunder as well as any and all claims of any nature which the Recipient has or may have against Odyssey.

RECIPIENT:

		(            )
Printed name	Signature	Phone number
Date

Fax signed copy to Melinda MacConnel, General Counsel, Odyssey Marine Exploration (813) 830-6609

F-2

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory P. Stemm, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2008

/s/ Gregory P. Stemm

Gregory P. Stemm

Chief Executive Officer

25

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Holmes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2008

/s/ Michael J. Holmes

Michael J. Holmes

Chief Financial Officer

26

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

ODYSSEY MARINE EXPLORATION, INC.

PURSUANT TO 18 U.S.C. SECTION 1350

I hereby certify that, to the best of my knowledge, the quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc. for the period ending June 30, 2008:

(1) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Odyssey Marine Exploration, Inc.

/s/ Gregory P. Stemm

Gregory P. Stemm

Chief Executive Officer

August 11, 2008

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Odyssey Marine Exploration, Inc. and will be retained by Odyssey Marine Exploration, Inc. and furnished to the Securities and Exchange Commission upon request.

27

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

ODYSSEY MARINE EXPLORATION, INC.

PURSUANT TO 18 U.S.C. SECTION 1350

I hereby certify that, to the best of my knowledge, the quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc. for the period ending June 30, 2008:

(1) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Odyssey Marine Exploration, Inc.

/s/ Michael J. Holmes

Michael J. Holmes

Chief Financial Officer

August 11, 2008

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Odyssey Marine Exploration, Inc. and will be retained by Odyssey Marine Exploration, Inc. and furnished to the Securities and Exchange Commission upon request.

28