Sample Business Contracts


Articles of Incorporation - Odyssey Marine Exploration Inc.



                           ARTICLES OF INCORPORATION
                                      OF
                        ODYSSEY MARINE EXPLORATION, INC.

     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned incorporator being
a natural person of the age of twenty-one years or more and desiring to form a
body corporate under the laws of the State of Nevada does hereby sign, verify
and deliver in duplicate to the Secretary of State of the State of Nevada,
these Articles of Incorporation:

                                   ARTICLE I
                                     NAME

     The name of the Corporation shall be:  ODYSSEY MARINE EXPLORATION, INC.

                                  ARTICLE II
                              PERIOD OF DURATION

     The Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of the
State of Nevada unless dissolved according to law.

                                  ARTICLE III
                              PURPOSES AND POWERS

     1.     Purposes.  Except as restricted by these Articles of
Incorporation, the Corporation is organized for the purpose of transacting all
lawful business for which corporations may be incorporated pursuant to the
Nevada Business Corporation Act.

     2.     General Powers.  Except as restricted by these Articles of
Incorporation, the Corporation shall have and may exercise all powers and
rights which a corporation may exercise legally pursuant to the Nevada
Business Corporation Act.

     3.     Issuance of Shares.  The board of directors of the Corporation may
divide and issue any class of stock of the Corporation in series pursuant to a
resolution properly filed with the Secretary of State of the State of Nevada.

                                 ARTICLE IV
                                CAPITAL STOCK

     The aggregate number of shares which this Corporation shall have
authority to issue is: One Hundred Million (100,000,000) shares of $.0001 par
value each, which shares shall be designated "Common Stock"; and Ten Million
(10,000,000) shares of $.0001 par value each, which shares shall be designated
"Preferred Stock" and which may be issued in one or more series at the
discretion of the Board of Directors.  The Board of Directors is hereby vested
with authority to fix by resolution or resolutions the designations and the
powers, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, including
without limitation the dividend rate, conversion or exchange rights,

<PAGE>

redemption price and liquidation preference, of any series of shares of
Preferred Stock, and to fix the number of shares constituting any such series,
and to increase or decrease the number of shares of any such series (but not
below the number of shares thereof then outstanding).  In case the number of
shares of any such series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of the
resolution or resolutions originally fixing the number of shares of such
series.   All shares of any one series shall be alike in every particular
except as otherwise provided by these Articles of Incorporation or the Nevada
Business Corporation Act.

     No holder of any shares of the Corporation, whether now or hereafter
authorized, shall have any preemptive or preferential right to acquire any
shares or securities of the Corporation, including shares or securities held
in the treasury of the Corporation.

                                  ARTICLE V
                              CUMULATIVE VOTING

     Each outstanding share of Common Stock shall be entitled to one vote and
each fractional share of Common Stock shall be entitled to a corresponding
fractional vote on each matter submitted to a vote of shareholders.  A
majority of the shares of Common Stock entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders.  Except
as otherwise provided by these Articles of Incorporation or the Nevada
Business Corporation Act, if a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders.  Cumulative voting shall
not be allowed in the election of directors of this Corporation.

     Shares of Preferred Stock shall only be entitled to such vote as is
determined by the Board of Directors prior to the issuance of such stock,
except as required by law, in which case each share of Preferred Stock shall
be entitled to one vote.

                                  ARTICLE VI
              TRANSACTIONS WITH INTERESTED DIRECTORS OR OFFICERS

     No contract or other transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any corporation,
firm or association in which one or more of its directors or officers are
directors or officers or are financially interested, shall be either void or
voidable solely because of such relationship or interest or solely because
such director or officer is present at the meeting of the board of directors
or a committee thereof which authorizes, approves, or ratifies such contract
or transaction or solely because their votes are counted for such purpose, if:

          (a)     The fact of such relationship or interest is disclosed or
known to the board of directors or committee and noted in the minutes, and the
board or committee authorizes, approves, or ratifies the contract or
transaction in good faith by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or





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<PAGE>


          (b)     The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve, or
ratify such contract or transaction in good faith bya majority vote or written
consent.  The votes of the common or interested directors or officers must be
counted in any such vote of stockholders; or

          (c)     The fact of such relationship or interest is not disclosed
or known to the director or officer at the time the transaction is brought
before the board of directors of the corporation for action; or

          (d)     The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized or approved.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or a committee thereof
which authorizes, approves, or ratifies such contract or transaction, and if
the votes of the common or interested directors are not counted at the
meeting, then a majority of the disinterested directors may authorize, approve
or ratify the contract or transaction.

                                 ARTICLE VII
                               INDEMNIFICATION

     The Corporation is authorized to provide indemnification of its
directors, officers, employees and agents; whether by bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, in excess of the
indemnification expressly permitted by Section 78.751 of the Nevada Business
Corporation Act for breach of duty to the Corporation and its shareholders,
subject only to the applicable limits upon such indemnification as set forth
in the Nevada Business Corporation Act.  Any repeal or modification of this
Article VII or Article XI shall not adversely affect any right or protection
of a director or officer of the Corporation existing at the time of such
repeal or modification.

                                ARTICLE VIII
                       ADOPTION AND AMENDMENT OF BYLAWS

     The initial Bylaws of the Corporation shall be adopted by its board of
directors.  Subject to repeal or change by action of the shareholders, the
power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested
in the board of directors.  The Bylaws may contain any provisions for the
regulation and management of the affairs of the Corporation not inconsistent
with law or these Articles of Incorporation.

                                  ARTICLE IX
                                RESIDENT AGENT

     The name of the Corporation's resident agent and the street address in
Washoe County, Nevada for such resident agent where process may be served are
The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada
89501.

     The resident agent may be changed in the manner permitted by law.



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<PAGE>


                                  ARTICLE X
                         INITIAL BOARD OF DIRECTORS

     The number of directors of the Corporation shall be fixed by the Bylaws
of the Corporation, and the number of directors of the Corporation may be
changed from time to time by consent of the Corporation's directors.  The
initial board of directors of the Corporation shall consist of six (6)
directors.  The names and addresses of the persons who shall serve as
directors until the first annual meeting of shareholders and until their
successors are elected and shall qualify are:

     John C. Morris          Gregory P. Stemm       William C. Callari
     3507 Frontage Road      3507 Frontage Road     3507 Frontage Road
     Suite 100               Suite 100              Suite 100
     Tampa, FL 33607         Tampa, FL 33607        Tampa, FL 33607

     E. Eugene Cooke         Brad Baker             Gerald Goodman
     3507 Frontage Road      3507 Frontage Road     3507 Frontage Road
     Suite 100               Suite 100              Suite 100
     Tampa, FL 33607          Tampa, FL 33607        Tampa, FL 33607

                                 ARTICLE XI
                          LIMITATION OF LIABILITY OF
            DIRECTORS AND OFFICERS TO CORPORATION AND SHAREHOLDERS

     No director or officer shall be liable to the Corporation or any
shareholder for damages for breach of fiduciary duty as a director or officer,
except for any matter in respect of which such director or officer (a) shall
be liable under Section 78.300 of the Nevada Business Corporation Act or any
amendment thereto or successor provision thereto; or (b) shall have acted or
failed to act in a manner involving intentional misconduct, fraud or a knowing
violation of law.  Neither the amendment nor repeal of this Article, nor the
adoption of any provision in the Articles of Incorporation inconsistent with
this Article, shall eliminate or reduce the effect of this Article in respect
of any matter occurring prior to such amendment, repeal or adoption of an
inconsistent provision.  This Article shall apply to the full extent now
permitted by Nevada law or as may be permitted in the future by changes or
enactments in Nevada law, including without limitation Section 78.300 and/or
the Nevada Business Corporation Act.

                                 ARTICLE XII
                                INCORPORATOR

     The name and address of the incorporator are:  Jon D. Sawyer, 600 - 17th
Street, Suite 2700, South Tower, Denver, Colorado 80202.

     IN WITNESS WHEREOF, the above-named incorporator has signed these
Articles of Incorporation this 26th day of August, 1997.


                                 /s/ Jon D. Sawyer
                                 Jon D. Sawyer




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<PAGE>


STATE OF COLORADO     )
                      ) ss.
COUNTY OF DENVER      )

     On the 26th day of August, 1997 personally appeared before me, a notary
public, Jon D. Sawyer, who acknowledged before me that he executed the
foregoing Articles of Incorporation.

     My commission expires: 7/21/98

                                 /s/ Margaret A. Beck
                                 Notary Public
                                 600 - 17th Street, Suite 2700 South Tower
                                 Denver, CO 80202










































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                   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

                              BY RESIDENT AGENT

The Corporation Trust Company of Nevada hereby accepts the appointment of
Resident Agent of ODYSSEY MARINE EXPLORATION, INC.


The Corporation Trust Company of Nevada

                       Resident Agent

By /s/ Marcia J. Sunahara               Date  August 26, 1997
   Marcia J. Sunahara, Asst. Secy.



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