EXHIBIT 10.2

                            REVOLVING CREDIT NOTE

$5,000,000.00 Maximum                                      Tampa, Florida
                                                           June 24, 2004

FOR VALUE RECEIVED the undersigned, ODYSSEY MARINE EXPLORATION, INC., a Nevada
corporation ("Maker"), promises to pay to the order of THE BANK OF TAMPA and
its successors or assigns, together with any other holder hereof ("Holder"),
at 4355 Henderson Boulevard, Tampa, Florida 33629, or such other place as
Holder may from time to time designate in writing, the aggregate unpaid
principal amount of all advances made by Holder to Maker, which amount in no
event shall exceed the sum of FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00),
plus accrued interest, to be paid in lawful money of the United States of
America, as follows:

     1)   This Note shall bear interest computed daily at the rate equal to
the "Prime Rate" per annum on the outstanding principal balance, but in no
event shall the interest rate be greater than the Maximum Rate (as defined
below).

     "Prime Rate" shall mean that rate of interest from time to time announced
by The Bank of Tampa and its successors or assigns to be its prime rate,
regardless of whether such prime rate shall be the lowest rate actually
charged by the Bank on commercial borrowings.  Changes in the Prime Rate shall
be effective on the effective date announced.

     2)   Advances and payments:

          (a)  All or part of the principal amount evidenced by this Note may
be borrowed (and to the extent any principal amount advanced is repaid by
Maker, such sum may be borrowed again) prior to the Maturity Date (as defined
below), but only in accordance with the terms of the Revolving Credit
Agreement (as defined below) and only if Maker is not in default hereunder or
under any Loan Documents (as defined below).  At no time, however, shall the
principal balance hereunder exceed FIVE MILLION AND 00/100 DOLLARS
($5,000,000.00).

          (b)  Payments of accrued interest only shall be due and payable
commencing on July 30, 2004, and continuing on the same day of every month.

          (c)  Maker shall have no obligation to repay the outstanding
principal balance prior to the Maturity Date, except for mandatory payments of
amounts owing hereunder in accordance with the terms of the Revolving Credit
Agreement or unless acceleration is made by Holder pursuant to the provisions
of this Note.

     The remaining outstanding principal indebtedness, together with all
accrued and unpaid interest thereon, shall be due and payable on June 24, 2005
(the "Maturity Date"), unless acceleration is made by Holder pursuant to the
provisions hereof.

     Interest on this Note shall be computed on the basis of a 365-day or
366-day year as the case may be for the actual number of days outstanding.



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     Except as set forth in Section 1(d) of the Revolving Credit Agreement,
any payment or prepayment hereunder shall be applied first to unpaid costs of
collection and late charges, if any, then to accrued and unpaid interest and
the balance, if any, to installments of principal, in the inverse order of
their maturity.

     After maturity or acceleration, this Note shall bear interest at the
Default Interest Rate (as defined below) until paid in full.

     The actual amount due and owing from time to time hereunder shall be
evidenced by Holder's records of receipts and disbursements, which records
(absent manifest error) shall be conclusive evidence of such amount.

     This Note is executed pursuant to the terms and conditions of that
certain Revolving Credit Agreement of even date herewith between Maker, as
Borrower, and Holder, as Lender (the "Revolving Credit Agreement"), and is
secured by a Security Agreement of even date herewith.  The foregoing and all
other agreements, instruments and documents delivered in connection therewith
and herewith are collectively referred to as the "Loan Documents."

     This Note has been executed and delivered in, and is to be governed by
and construed under the laws of, the State of Florida, as amended, except as
modified by the laws and regulations of the United States of America.

     Maker shall have no obligation to pay interest or payments in the nature
of interest in excess of the maximum rate of interest allowed to be contracted
for by law, as changed from time to time, applicable to this Note (the
"Maximum Rate").  Any interest in excess of the Maximum Rate paid by Maker
("excess sum") shall be credited as a payment of principal, or, if Maker so
requests in writing, returned to Maker, or, if the indebtedness and other
obligations evidenced by this Note have been paid in full, returned to Maker
together with interest at the same rate as was paid by Maker during such
period.  Any excess sum credited to principal shall be credited as of the date
paid to Holder.  The Maximum Rate varies from time to time and from time to
time there may be no specific maximum rate.  Holder may, without such action
constituting a breach of any obligations to Maker, seek judicial determination
of the applicable rate of interest, and its obligation to pay or credit any
proposed excess sum to Maker.

     The "Default Interest Rate" and, in the event no specific maximum rate is
applicable, the Maximum Rate shall be twenty-five percent (25%) per annum if
the face amount of this Note is greater than $500,000; otherwise, it shall be
eighteen percent (18%) per annum.

     Holder shall have the right to declare the total unpaid balance hereof to
be immediately due and payable in advance of the Maturity Date upon the
failure of Maker to pay when due any payment of principal or interest or other
amount due hereunder; or upon the occurrence of an event of default pursuant
to any other Loan Documents now or hereafter evidencing, securing payment of
this Note or if Maker shall become insolvent or declare a voluntary or
involuntary petition of bankruptcy.  Exercise of this right shall be without
notice to Maker or to any other person liable for payment hereof, notice of
such exercise being hereby expressly waived.

     Without in any way altering the generality of this Note, upon the
occurrence of any event of default or upon an occurrence that, with the giving
of notice, or passage of time, or both, will constitute such an event of
default hereunder or under any other  Loan Documents now or hereafter

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evidencing, securing or guarantying payment of this Note, Holder shall have no
further obligation under this Note or any Loan Document to disburse additional
funds to Maker.

     Any payment hereunder not paid when due (at maturity, upon acceleration
or otherwise) shall bear interest at the Default Interest Rate from the due
date until paid.

     Provided Holder has not accelerated this Note, Maker shall pay Holder a
late charge of five percent (5%) of any required payment which is not received
by Holder when said payment is due.  The parties agree that said charge is a
fair and reasonable charge for the late payment and shall not be deemed a
penalty.

     Time is of the essence hereunder.  In the event that this Note is
collected by law or through attorneys at law, or under advice therefrom, Maker
agrees to pay all reasonable costs of collection, including reasonable
attorneys' fees, whether or not suit is brought, and whether incurred in
connection with collection, trial, appeal, bankruptcy or other creditors'
proceedings or otherwise.

     Acceptance of partial payments or payments marked "payment in full" or
"in satisfaction" or words to similar effect shall not affect the duty of
Maker to pay all obligations due hereunder, and shall not affect the right of
Holder to pursue all remedies available to it under any Loan Documents.

     The remedies of Holder shall be cumulative and concurrent, and may be
pursued singularly, successively or together, at the sole discretion of
Holder, and may be exercised as often as occasion therefor shall arise.  No
action or omission of Holder, including specifically any failure to exercise
or forbearance in the exercise of any remedy, shall be deemed to be a waiver
or release of the same, such waiver or release to be effected only through a
written document executed by Holder and then only to the extent specifically
recited therein.  A waiver or release with reference to any one event shall
not be construed as continuing or as constituting a course of dealing, nor
shall it be construed as a bar to, or as a waiver or release of, any
subsequent remedy as to a subsequent event.

     Maker hereby consents and submits to the jurisdiction of the courts of
the State of Florida, and, notwithstanding its place of residence or
organization or the place of execution of this Note, any litigation relating
hereto, whether arising in contract or tort, by statute or otherwise, shall be
brought in (and, if brought elsewhere, shall be transferred to) a State court
of competent jurisdiction in Hillsborough County, Florida.

     Any notice to be given or to be served upon any party hereto in
connection with this Note, whether required or otherwise, may be given in any
manner permitted under the Loan Documents.

     Whenever the context so requires, the neuter gender includes the feminine
and/or masculine, as the case may be, and the singular number includes the
plural, and the plural number includes the singular.

     Maker hereby expressly waives any valuation and appraisal, presentment,
demand for payment, notice of dishonor, protest, notice of nonpayment or
protest, all other forms of notice whatsoever, and diligence in collection.


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     MAKER, BY EXECUTING THIS NOTE OR ANY OTHER DOCUMENT CREATING SUCH
LIABILITY, WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION, WHETHER ARISING
IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN ANY WAY RELATED TO THIS NOTE.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO MAKER
AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS UNDER THIS PARAGRAPH SHALL BE
EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF.

     Maker acknowledges that the above paragraph has been expressly bargained
for by Holder as part of the loan evidenced hereby and that, but for Maker's
agreement, Holder would not have extended the loan for the term and with the
interest rate provided herein.

     IN WITNESS WHEREOF, Maker has executed this Note on the day and year
first above written.

                                ODYSSEY MARINE EXPLORATION, INC.,
                                a Nevada corporation



                                By:/s/ John C. Morris
                                Name:  John C. Morris
                                Its:   President

                                             "MAKER"














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