$3.50 Uses in STOCK OPTIONS Clause

STOCK OPTIONS from Transition Agreement

This Transition Agreement (Agreement) is made effective this 2nd day of January, 2008 by and between Odyssey Marine Exploration, Inc., (Odyssey), of 5215 West Laurel Street, Tampa, FL, 33607, and John C. Morris (Morris), together referred to as the Parties.

STOCK OPTIONS. Morris holds an option to purchase 112,500 shares of Odysseys common stock, par value $0.0001 per share, at an exercise price of $3.50 per share which designated options were granted to Morris on June 28, 2006 pursuant to the Companys 2005 Stock Incentive Plan; and an option to purchase 250,000 shares of Odysseys common stock, par value $0.0001 per share, at an exercise price of $5.00 per share, which designated options were granted to Morris on February 6, 2007 pursuant to the Companys 2005 Stock Incentive Plan. The Parties understand and agree that all Morris outstanding options in Odyssey which have not vested prior to the close of business on December 31, 2007, shall vest on January 2, 2008. Expiration dates and other conditions regarding the options will be governed by the language in the individual option grants; provided, however, that the Compensation Committee, upon acceptance of this Transition Agreement, grants to Morris an extension of time to exercise all of his stock options at any time on or before their scheduled expiration dates.