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<SEC-DOCUMENT>0001263279-06-000054.txt : 20060316
<SEC-HEADER>0001263279-06-000054.hdr.sgml : 20060316
<ACCEPTANCE-DATETIME>20060316164713
ACCESSION NUMBER:		0001263279-06-000054
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060313
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060316
DATE AS OF CHANGE:		20060316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ODYSSEY MARINE EXPLORATION INC
		CENTRAL INDEX KEY:			0000798528
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER TRANSPORTATION [4400]
		IRS NUMBER:				841018684
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31895
		FILM NUMBER:		06692552

	BUSINESS ADDRESS:	
		STREET 1:		5215 WEST LAUREL STREET
		CITY:			TAMPA
		STATE:			FL
		ZIP:			33607
		BUSINESS PHONE:		(813) 876-1776

	MAIL ADDRESS:	
		STREET 1:		5215 WEST LAUREL STREET
		CITY:			TAMPA
		STATE:			FL
		ZIP:			33607

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNIVERSAL CAPITAL CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>odyssey8k.txt
<DESCRIPTION>ODYSSEY MARINE EXPLORATION FORM 8-K 3-13-06
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM 8-K

                                 CURRENT REPORT


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


                                 March 13, 2006
                 ------------------------------------------------
                 Date of Report (date of earliest event reported)


                         Odyssey Marine Exploration, Inc.
               ----------------------------------------------------
               Exact name of Registrant as Specified in its Charter


          Nevada                   1-31895                84-1018684
- ----------------------------   ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number


                  5215 West Laurel Street, Tampa, Florida  33069
           ----------------------------------------------------------
           Address of Principal Executive Offices, Including Zip Code


                                (813) 876-1776
               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code


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

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

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

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

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








ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

     On March 14, 2006, Odyssey Marine Exploration, Inc. (the "Company") sold
2,500,000 shares of newly designated Series D Convertible Preferred Stock
("Series D Preferred Stock") to five funds controlled by two institutional
investors at a price of $3.50 per share in cash for gross proceeds of $8.75
million. The investors include Drawbridge Global Macro Master Fund Ltd. and
affiliates of GLG Partners LP. The proceeds will be used for general corporate
purposes.

     The Series D Preferred Stock has no voting rights, except as required by
Nevada law.  Each share of Series D Preferred Stock is convertible into one
share of the Company's Common Stock.  However, no holder may convert any or
all of the shares of Series D Preferred Stock held by such holder if and to
the extent that such conversion would cause such holder to be a beneficial
owner of more than nine and nine-tenths percent (9.9%) of the Common Stock, as
determined under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934,
as amended.  Holders of the Series D Preferred Stock have the right to
participate in any dividends declared by the Company on the Company's Common
Stock on an as-if-converted basis.

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

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

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.

     On March 13, 2006, the Company filed a Certificate of Designation with
the Secretary of State of Nevada relating to the Series D Preferred Stock. A
copy of the Certificate of Designation of Series D Convertible Preferred Stock
is attached as Exhibit 3.1 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

 The exhibit identified below is filed as part of this report:

     Exhibit 3.1    Certificate of Designation of Series D Convertible
                    Preferred Stock









                                  SIGNATURES

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

                                   ODYSSEY MARINE EXPLORATION, INC.



Dated: March 16, 2006              By: /s/ Michael J. Holmes
                                       Michael J. Holmes, Chief Financial
                                       Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex31.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
EXHIBIT 3.1


                           CERTIFICATE OF DESIGNATION
                                      OF
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                      OF
                        ODYSSEY MARINE EXPLORATION, INC.

                       Pursuant to Section 78.1955 of the
                             Nevada Revised Statutes

     The undersigned does hereby certify that pursuant to the authority
conferred upon the Board of Directors of ODYSSEY MARINE EXPLORATION, INC., a
Nevada corporation (the "Corporation"), by its Articles of Incorporation, as
amended, and Section 78.315 of the Nevada Revised Statutes, the Board of
Directors, by unanimous written consent, duly approved and adopted the
following resolution (referred to herein as the "Resolution"):

     RESOLVED, that pursuant to the authority conferred on the Board of
Directors of the Corporation ("Board of Directors") by Article IV of the
Articles of Incorporation of the Corporation (the "Articles"), the Board of
Directors does hereby create, authorize, and provide for issuance of a series
of preferred stock, par value $0.0001 per share, of the Corporation,
consisting of 2,500,000 shares, and hereby fixes the voting powers,
designations, preferences, and relative, participating, optional and other
special rights, and qualifications, limitations, and restrictions thereof, of
the shares of such series, in addition to those set forth in the Articles, as
follows:

     SECTION 1.  DESIGNATION OF SERIES D PREFERRED STOCK.  The shares of the
series of preferred stock created and authorized by this Resolution shall be
designated "Series D Convertible Preferred Stock" (the "Series D Preferred
Stock"). The total number of authorized shares constituting the Series D
Preferred Stock shall be 2,500,000. The number of shares constituting this
series of preferred stock of the Corporation may be increased or decreased at
any time, from time to time, in accordance with applicable law up to the
maximum number of shares of preferred stock authorized under the Articles,
less all shares at the time authorized of any other series of preferred stock
of the Corporation; provided, however, that no decrease shall reduce the
number of shares of this series to a number less than that of the then-
outstanding shares of Series D Preferred Stock.  The stated par value of the
Series D Preferred Stock shall be $0.0001 per share.  Shares of the Series D
Preferred Stock shall be dated the date of issue.

     SECTION 2.  DIVIDEND RIGHTS.

     2.1  Dividend Payment.  The holders of shares of Series D Preferred
Stock shall be entitled to receive, out of assets of the Corporation legally
available therefor, dividends only when, as, and if declared by the Board of
Directors, payable at the time of payment of dividends on the common stock,
par value $0.0001 per share (the "Common Stock"), of the Corporation, on an
as-if-converted basis.

     2.2  Dividends or Certain Other Distributions on Common Stock.  While
any shares of Series D Preferred Stock are outstanding, no dividend or other
distribution (other than a dividend or distribution paid in Common Stock or
other capital stock of the Corporation ranking junior to the Series D
Preferred Stock) shall be declared, paid, or set aside for payment on any
class of the Common Stock or on any other capital stock of the Corporation
ranking junior to the Series D Preferred Stock as to dividends, nor shall any
Common Stock or capital stock of the Corporation ranking junior to the Series
D Preferred Stock be redeemed, purchased, retired, or otherwise acquired
directly or indirectly by the Corporation for any consideration (or any
monies paid for the account of, or set aside for payment for, or paid to or
made available for a sinking or similar fund for, such purposes), except by
conversion into or exchange of shares of Common Stock or other capital stock
of the Corporation ranking junior to the Series D Preferred Stock as to
dividends, unless, in each case, dividends on all outstanding shares of the
Series D Preferred Stock contemporaneously are declared and a sum of money
sufficient for payment have been set aside therefor.

     SECTION 3.  LIQUIDATION RIGHTS.  In the event of any liquidation,
dissolution, or winding up of the affairs of the Corporation, whether
voluntary or involuntary (a "Liquidation"), each holder of the Series D
Preferred Stock then outstanding shall be entitled to receive out of the
assets of the Corporation legally available for distribution to its
shareholders (whether representing capital or surplus), before any payment or
distribution shall be made on the Common Stock or any capital stock of the
Corporation ranking junior to the Series D Preferred Stock as to the payment
of dividends or the distribution of assets, an amount equal to (a) $3.50
multiplied by (b) the number of shares of Common Stock into which such
holder's Series D Preferred Stock could then be converted (assuming the
giving of notice and passage of time, as contemplated in Section 5 hereof).
If, upon any Liquidation of the Corporation, the assets of the Corporation,
or the proceeds of those assets, available for distribution shall be
insufficient to pay in full the amount of the Liquidation Preference, then
all of the assets available shall be distributed among the holders of the
Series D Preferred Stock.  After the payment in full of the Liquidation
Preference has been made to the holders of the Series D Preferred Stock, such
holders shall not be entitled to any further participation in any
distribution of the assets of the Corporation in respect of the shares of
Series D Preferred Stock owned by such holders.  For purposes of this Section
3, a sale, conveyance, exchange, or transfer of all or substantially all of
the properties or assets of the Corporation for cash, securities, or other
consideration, or the consolidation, merger, or other business combination of
the Corporation with one or more corporations, shall be deemed to be a
Liquidation.

     SECTION 4.  VOTING RIGHTS.  The holders of Series D Preferred Stock
shall not be entitled to (a) any voting rights with respect to the Series D
Preferred Stock or (b) notice of any meeting of the shareholders of the
Corporation, except in each case to the extent specifically required by
Nevada law.

     SECTION 5.  CONVERSION RIGHTS.

     5.1  Conversion of Series D Preferred Stock Into Common Stock.  At any
time and from time to time after the issuance of the Series D Preferred
Stock, any holder thereof may convert any or all of the shares of Series D
Preferred Stock held by such holder at the ratio of one (1) share of Common
Stock for every one (1) share of Series D Preferred Stock converted (the
"Conversion Rate"), provided, however, that no holder shall be entitled to
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.

     5.2  Conversion Procedure.

     (a)  Notice and Surrender of Certificates.  Any holder of shares of
Series D Preferred Stock desiring to convert any portion thereof into shares
of Common Stock shall give written notice that such holder elects to convert
a stated number of Series D Preferred Stock into Common Stock (the
"Conversion Notice") and shall surrender each certificate representing the
Series D Preferred Stock to be converted, duly executed in favor of the
Corporation or in blank accompanied by proper instruments of transfer, at the
principal business office of the Corporation (or at such other place as may
be designated by Corporation). The Conversion Notice shall set forth the name
or names (with the address or addresses) in which the certificate or
certificates for shares of the Common Stock shall be issued.

     (b)  Effective Time of Conversion.  To the extent permitted by law, the
conversion of the Series D Preferred Stock pursuant to this Section 5.2 into
Common Stock shall be deemed to have been effected immediately prior to the
close of business on the date on which all the conditions in Section 5.2(a)
of this Resolution have been satisfied, and at such time the rights of the
holder of such shares of Series D Preferred Stock so converted shall cease,
and the person or persons in whose name any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed
to have become the holder or holders of record of the share of Common Stock
represented thereby.  The date on which the conversion of the Series D
Preferred Stock pursuant to this Section 5.2 into Common Stock shall be
deemed to have been effected is hereinafter referred to as the "Effective
Conversion Date").  Except as otherwise provided herein, no payment or
adjustment shall be made in respect of the Common Stock delivered upon
conversion of the Series D Preferred Stock.

     (c)  Issuance of Common Stock Certificates. As soon as practicable after
the Effective Conversion Date, the Corporation shall issue and deliver, or
cause to be issued and delivered, to the converting holder a certificate or
certificates for the number of whole shares of Common Stock issuable by
reason of the conversion of such shares of Series D Preferred Stock,
registered in such name or names and such denominations as the converting
holder has specified, subject to compliance with applicable laws to the
extent such designation shall involve a transfer.  In case the number of
shares of Series D Preferred Stock represented by the certificate or
certificates surrendered for conversion pursuant to this Section 5.2 exceeds
the number of shares converted, the Corporation shall, upon such conversion,
execute and deliver to the holder thereof a new certificate for the number of
shares of Series D Preferred Stock represented by the certificate or
certificates surrendered that are not to be converted.

     5.3  Adjustments to Conversion Rate.

     (a)  Subdivision or Combination of Common Stock.  If the Corporation at
any time: (i) pays a dividend or makes a distribution on its Common Stock in
shares of Common Stock, (ii) subdivides (by stock split, recapitalization, or
otherwise) its outstanding Common Stock into a greater number of shares, or
(iii) combines (by reverse stock split or otherwise) its outstanding Common
Stock into a smaller number of shares, then the Conversion Rate in effect at
the time of the record date for such dividend or distribution, or the
effective date of such subdivision or combination, shall be proportionately
adjusted immediately thereafter so that the holder of any shares of the
Series D Preferred Stock surrendered for conversion after such event will
receive the kind and amount of shares that such holder would have received if
the Series D Preferred Stock had been converted immediately prior to the
happening of the event. Such adjustment shall be made successively whenever
any of the events referred to in this Section 5.3(a) occur.

     (b)  Issuance of Certain Rights, Warrants, or Options.  If the
Corporation shall issue or grant any rights, warrants, or options to holders
of its Common Stock, as a class, entitling all holders of the class to
subscribe for or to purchase Common Stock at a price per share less than the
Current Market Price (as defined in Section 5.3(e) hereof) at the record date
for the determination of shareholders entitled to receive such rights,
warrants, or options, the Conversion Rate will be reduced so that it will be
the amount determined by multiplying (i) the Conversion Rate existing prior
to the record date for the issuance of the rights, warrants, or options by
(ii) a fraction of which (x) the numerator is the number of shares of Common
Stock outstanding on such record date, plus the number of shares of Common
Stock which the aggregate exercise price of all rights, warrants, or options
would purchase at the Current Market Price at the record date, and (y) the
denominator is the number of shares of Common Stock outstanding on the record
date for the issuance of the rights, warrants, or options, plus the number of
additional shares of Common Stock issuable on the exercise of all rights,
warrants, or options. Such adjustment shall be made successively whenever
such rights, warrants, or options are issued or granted, and will become
effective immediately.

     (c)  Certain Dividends and Distributions on Common Stock.  In the event
that the Corporation shall pay or make a dividend or other distribution to
all holders of the Common Stock as a class payable in securities, evidences
of indebtedness, assets, or other property (excluding cash dividends or
distributions of cash payable from retained earnings of the Corporation,
dividends payable in Common Stock, or distributions of rights, warrants, or
options referred to in Section 5.3(b) hereof, but including, without
limitation, shares of any other class of the Corporation's capital stock or
securities convertible into or exchangeable for Common Stock or any other
class of the Corporation's capital stock), then, in each such case, the
Conversion Rate will be reduced so that it will equal the amount determined
by multiplying (i) the Conversion Rate in effect immediately prior to the
record date for the distribution by (ii) a fraction of which (x) the
numerator is the Current Market Price of a share of Common Stock on the
record date for the distribution, less the then fair market value (as
determined by the Board of Directors, whose determination, if made in good
faith, will be conclusive) of the capital stock, evidence of indebtedness,
assets, or other property which are distributed with respect to one (1) share
of Common Stock and (y) the denominator is the Current Market Price of one
(1) share of Common Stock on that record date.  Each adjustment shall be made
successively whenever such distribution is made and shall be effective
immediately after the record date for the distribution to shareholders
entitled to receive the distribution.

     (d)  Merger or Consolidation.  If there is a reorganization, or a merger
or consolidation of the Corporation with or into any other entity which
results in a conversion, exchange, or cancellation of the Common Stock, or a
sale of all or substantially all of the assets of the Corporation, on a
consolidated basis (except for sales or dispositions to a wholly owned
subsidiary of the Corporation), upon any subsequent conversion of the Series
D Preferred Stock, each holder of the Series D Preferred Stock will be
entitled to receive the kind and amount of securities, cash, and other
property or assets which the holder would have received if the holder had
converted the shares of Series D Preferred Stock into Common Stock in
accordance with Section 5 hereof immediately prior to the first of these
events and had retained all the securities, cash, and other property or
assets received as a result of those events.

     (e)  Certain Definitions.

          (i)  The term "Market Price" of the Common Stock shall mean, on any
date specified herein: (A) the last reported sale price of the Common Stock
on the principal stock exchange on which the Common Stock is then listed, or
(B) if the Common Stock is not listed or admitted to trading on a national
stock exchange, the last reported sales price of the Common Stock on the
principal automated securities price quotation system on which sales prices
of the Common Stock is reported, or (C) if the Common Stock is not reported
on an automated quotation system, the mean of the high bid and low asked
price quotations for the Common Stock as reported by Pink Sheets LLC.  If the
Common stock is not traded or quoted as described in any of Sections
5.3(e)(i)(A), (B), or (C) hereof, the Current Market Price of the Common
Stock on a day will be the fair market value of the Common Stock on that day
as determined by the Board of Directors.

          (ii)  For the purpose of any computation under this Section 5, the
"Current Market Price" of the Common Stock on any date will be the average
Market Price of the Common Stock on each of the ten consecutive Business Days
preceding the date of the computation.

          (iii)  The term "Business Day" means any day other than a Saturday.
Sunday, or other day on which the commercial banks in Tampa, Florida are
authorized or required by law or executive order to close.

     (f)  De Minimus Adjustments.  No adjustment in the Conversion Rate will
be made unless the adjustment would require a change of at least one percent
(1%) in the Conversion Rate; provided, however, that any adjustments that are
not made because of this Section 5.3(i) will be carried forward and taken
into account in any subsequent adjustment; and provided, further, that any
adjustment must be made in accordance with this Section 5 (without regard to
this Section 5.3(i)) not later than the time the adjustment may be required
in order to preserve the tax-free nature, if any, of a distribution to the
holders of shares of the Common Stock.  All calculations under this Section 5
will be made to the nearest full share.

     5.4  Notices.

     (a)  Notice of Conversion Rate Adjustments. Upon any adjustment of the
Conversion Rate pursuant to the provisions of Section 5.3 of this Resolution,
the Corporation shall promptly give written notice thereof to each holder of
record of the Series D Preferred Stock.  Such notice shall set forth (i) the
adjusted Conversion Rate, (ii) a description of the events which caused the
adjustment, (iii) a description of the method of calculation of the
adjustment, and (v) the date on which the adjustments become effective.

     (b)  Other Notices.  If any of the following shall occur:

          (i)  the Corporation shall declare a dividend or authorize any
other distribution on its Common Stock, including those of the type
identified in Section 5.3(a) hereof;

          (ii)  the Corporation shall authorize the granting to the holders
of its Common Stock of rights, warrants, or options to subscribe for or
purchase any securities or any other similar rights;

          (iii)  any reorganization, reclassification, or similar change of
the Common Stock, or a merger or consolidation, or the sale, conveyance,
exchange, or transfer of all or substantially all of the assets of the
Corporation, or

          (iv)  the voluntary or involuntary Liquidation of the Corporation;

then, and in any such case, the Corporation shall deliver to each holder of
record of the Series D Preferred Stock written notice thereof at least twenty
(20) days prior to the earliest applicable date specified below with respect
to which notice is to be given, which notice shall state the following: (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, or rights, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, or rights are to be determined; (y) the date on which such
reclassification, reorganization, merger or consolidation, or sale,
conveyance, exchange, or transfer of all or substantially all of the assets
of the Corporation, or Liquidation, is expected to become effective, and the
date, if any, as of which the holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, reorganization, merger or
consolidation, or sale, conveyance, exchange, or transfer or Liquidation; and
(z) if any matters referred to in the foregoing clauses (x) and (y) are to be
voted upon by holders of Common Stock the date as of which those shareholders
to be entitled to vote are to be determined.

     5.5  Reservation of Shares of Common Stock.  The Corporation shall at
all times reserve and keep available out of its authorized and unissued
shares of Common Stock, such number of shares of its Common Stock as shall
from time to time be sufficient to effect the conversion of all shares of the
Series D Preferred Stock from time to time outstanding, but shares of Common
Stock held in the treasury of the Corporation may, at the discretion of the
Corporation, be delivered upon any conversion of the Series D Preferred
Stock.

     5.6  Issue and Other Taxes.  The Corporation shall pay any and all
documentary stamp or similar issue or other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
Series D Preferred Stock pursuant hereto. The Corporation, however, shall not
be required to pay any tax that may be payable in respect of any transfer
involved in the issue and delivery of any shares of Common Stock in a name
other than that in which the shares of the Series D Preferred Stock so
converted were registered and no such issue or delivery shall be made unless
and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.

     5.7  Closing of Corporate Books.  The Corporation shall not close its
books against the transfer of the Series D Preferred Stock or of any shares
of Common Stock issued or issuable upon conversion of Series D Preferred
Stock in any manner that interferes with the timely conversion of the Series
D Preferred Stock.

     SECTION 6.  STATUS OF CONVERTED STOCK.  All shares of Series D Preferred
Stock converted into Common Stock shall be retired and cancelled and shall be
restored to the status of authorized but unissued shares of preferred stock
of the Corporation, without designation as to series, and may thereafter be
issued.

     SECTION 7.  PRE-EMPTIVE RIGHTS.  The holders of the Series D Preferred
Stock will not have any pre-emptive right, in their capacity as such, to
subscribe for or to purchase any shares or any other securities that may be
issued by the Corporation.

     SECTION 8.  MISCELLANEOUS.

     8.1  Observance of Terms.  The Corporation, whether by amendment of its
Articles of Incorporation, or through any reorganization, transfer of assets,
merger, liquidation, issue or sale of securities or any other voluntary
action, will not avoid or seek to avoid the observance or performance of any
of the terms to be observed hereunder by the Corporation, but at all times in
good faith will assist in the carrying out of all such action as may be
necessary or appropriate in order to protect the conversion rights of the
holders of the Series D Preferred Stock against impairment

     8.2  Amendment and Waiver.  No amendment, modification, or waiver shall
be binding or effective with respect to any provision of this Resolution
without the prior affirmative vote or written consent of the holders of a
majority of the shares of Series D Preferred Stock outstanding at the time
the action is taken; provided, however, no amendment, modification, or waiver
may, without the consent of each holder of Series D Preferred Stock affected
thereby: (a) reduce the Liquidation Preference of, or dividend on, the Series
D Preferred Stock; (b) change the place or currency of payment of the
Liquidation Preference of, or dividend on, any Series D Preferred Stock; (c)
impair the right to institute suit for the enforcement of any payment on, or
with respect to, the Series D Preferred Stock; (d) adversely affect the right
to convert the Series D Preferred Stock; or (e) reduce the percentage of
outstanding Series D Preferred Stock necessary to modify or amend the terms
thereof or to grant waivers with respect thereto.

     8.3  Notices.  Except as otherwise expressly provided in this
Resolution, whenever a notice or other communication is required or permitted
to be given to holders of Series D Preferred Stock, the notice or other
communication shall be deemed to be properly given if deposited into the
United States mail, postage prepaid, addressed to the person(s) shown on the
books of the Corporation as the holder(s) of the shares at the addresses as
they appear on the books of the Corporation, as of a record date or dates
determined in accordance with the Articles and Bylaws of the Corporation,
this Resolution and applicable law, as in effect from time to time.

     8.4  Limited Rights.  Except as may be otherwise required by applicable
law, the Series D Preferred Stock shall not have any designations,
preferences, limitations, or relative rights, other than those specifically
set forth in this Resolution and in the Articles.

     8.5  Headings. The headings and various subdivisions in this Resolution
are for convenience only and will not affect the meaning or interpretation of
any of the provisions of this Resolution.

     RESOLVED FURTHER, that the President and the Secretary of the
Corporation hereby are authorized and directed to prepare, execute, verify,
file and record a certificate of designation of preferences in accordance
with the foregoing resolutions and the provisions of the Nevada Revised
Statutes.

                 [Remainder of page intentionally left blank.]


     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be signed by its President and attested by its Secretary this
13th day of March, 2006.

                                  ODYSSEY MARINE EXPLORATION, INC.



                                  By: /s/ John C. Morris
                                      John C. Morris, Co-Chairman


                                  Attested to by:

                                  /s/ David A. Morris
                                  David A. Morris, Secretary


STATE OF FLORIDA        )
                        )
COUNTY OF HILLSBOROUGH  )

     The foregoing instrument was acknowledged before me this 13th day of
March, 2006, by John C. Morris, in his capacity as Co-Chairman of, and David
A. Morris, in his capacity as Secretary of, Odyssey Marine Exploration, Inc.,
a Nevada corporation, on behalf of the corporation.  Each of them is
personally known to me.


                                  /s/ B. Marrero
                                  Signature of Notary Public
                                  State of Florida

                                  My Commission Expires: 11/28/2008


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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