Exhibit 5

                             NOTICE OF CONVERSION
                                      OF
                     SERIES B CONVERTIBLE PREFERRED STOCK
                                      OF
                       ODYSSEY MARINE EXPLORATION, INC.


         Pursuant to Section 5.2(a) of the Certificate of Designation
("Certificate of Designation") filed by the Board of Directors of Odyssey Marine
  --------------------------
Exploration, Inc., a Nevada corporation (the "Corporation"), with the State of
                                              -----------
Nevada on or about December 27, 2000, amending Article IV of the articles of
incorporation of the Corporation and establishing and fixing the voting powers,
designations, preferences and relative participating, optional and other special
rights and qualifications of the Corporation's Series B Convertible Preferred
Stock (the "Series B Preferred Stock"), MacDougald Family Limited Partnership
            ------------------------
(the "Partnership") hereby provides written notice of its election to
      -----------
immediately convert 850,000 shares of Series B Preferred Stock held by it.

         It is our understanding each share of Series B Preferred Stock is
convertible into ten shares of common stock of the Corporation ("Common Stock")
                                                                 ------------
pursuant to Section 5.1 of the Certificate of Designation (the "Conversion
                                                                ----------
Rate"), and that no event or other action has taken place since the issuance of
----
the Series B Preferred Stock that would require an adjustment in the Conversion
Rate pursuant to Section 5.3 of the Certificate of Designation. By acceptance of
this Notice of Conversion and issuance of the shares of Common Stock hereunder,
the Corporation confirms and represents that no event or other action has taken
place since the issuance of the Series B Preferred Stock that would require an
adjustment in the Conversion Rate pursuant to Section 5.3 of the Certificate of
Designation.

         In  accordance  with Section  5.2(a) of the  Certificate of
Designation, the Partnership hereby surrenders certificates representing the
Series B Preferred Stock to be converted hereby (the "Certificates"), duly
                                                      ------------
executed in favor of the Corporation or in blank accompanied by proper
instruments of transfer.

         Certificates  representing  the Common Stock to be issued upon
conversion of the Series B Preferred Stock shall be in the name of the
Partnership as indicated below in the signature line.

         The Corporation  acknowledges  delivery of this Notice and the
Certificates and that such delivery has been made in accordance with the
requirements of Section 5.2(a) of the Certificate of Designation.


                    [Remainder of Page Intentionally Blank]



                                    PARTNERSHIP:
                                    -----------

                                    MACDOUGALD FAMILY LIMITED
                                    PARTNERSHIP, a Nevada limited partnership

                                    By:  MACDOUGALD MANAGEMENT, INC.,
                                         a Nevada corporation, General Partner

                                         By: /s/ James E. MacDougald
                                             -----------------------------------
                                                 James E. MacDougald,
                                                 President

The Corporation hereby acknowledges receipt of this Notice of Conversion and
acknowledges and confirms those statements attributable to it herein.


                                    CORPORATION:
                                    -----------

                                    ODYSSEY MARINE EXPLORATION, INC.,
                                    a Nevada corporation


                                    By: /s/ John C. Morris
                                        ----------------------------------------
                                            John C. Morris,
                                            President





Signature Page to Notice of Conversion of Series B Preferred Stock