SUBSCRIPTION AGREEMENT

                                                                    Exhibit 10.1


                             SUBSCRIPTION AGREEMENT





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THESE SHARE ARE OFFERED SOLELY TO ACCREDITED INVESTORS (PERSONS OR ENTITIES OF
SUBSTANTIAL MEANS WHO MUST MEET STRICT AND SIGNIFICANT FINANCIAL QUALIFICATIONS
AND CAN AFFORD A COMPLETE LOSS OF THEIR INVESTMENT). FOR MORE INFORMATION ON
QUALIFICATION AS AN ACCREDITED INVESTOR, PLEASE READ THE SECTION ENTITLED
"ACCREDITED INVESTORS" IN THE BODY OF THE MEMORANDUM OF WHICH THIS SUBSCRIPTION
AGREEMENT IS A PART.
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Instructions to Subscription Agreement:

         a. Investors wishing to subscribe to purchase SHARES of MARINE
         EXPLORATION INC should complete and sign this Subscription Agreement.

         b. CAREFULLY REVIEW THE MEMORANDUM OF WHICH THIS SUBSCRIPTION AGREEMENT
         IS AN EXHIBIT.

         c. Completed Subscription Agreements with completed Investor
         Questionnaire and payment should be returned to:

                          MARINE EXPLORATION INC, INC.
                   535 16th Street Suite 820, Denver, CO 80202

         d. Payment should be made to "MARINE EXPLORATION INC, INC."

Subscription Agreement:
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The undersigned hereby offers and subscribes to purchase 225,000,000 (two
hundred twenty five million) SHARES set forth herein of MARINE EXPLORATION INC,
INC. ("MARINE EXPLORATION INC") for $50,000.00. The undersigned understands that
the SHARES are being issued without registration under the Securities Act of
1933, as amended (the "Act"), in reliance upon the private placement exemption
contained in Sections 3(b) and 4(2) of the Act, and Regulation D promulgated
thereunder, and that such reliance is based on the undersigned's representations
set forth below. To induce the Company to accept this subscription and issue and
deliver the SHARES, the undersigned agrees, warrants, and represents as follows:

1. This offer is subject to acceptance or rejection by MARINE EXPLORATION INC in
its sole discretion. This Agreement shall not be binding upon either party until
accepted by MARINE EXPLORATION INC.

2. The undersigned is purchasing the SHARES for his or her own account. The
undersigned has not offered or sold a participation in this purchase of SHARES,
and will not offer or sell the SHARES or interest therein or otherwise, in
violation of the Act.

3. The undersigned acknowledges that the SHARES have been offered to him or her
in direct communication between himself or herself and MARINE EXPLORATION INC,
and not through any advertisement of any kind.



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4. The undersigned acknowledges that he or she has read all the materials
included in the Memorandum, that the offer and sale of SHARES to the undersigned
were based on the representations and warranties of the undersigned in its
Subscription Agreement, and acknowledges that he or she has been encouraged to
seek his or her own legal and financial counsel to assist him or her in
evaluating this investment. The undersigned acknowledges that MARINE EXPLORATION
INC has given him or her and all of his or her counselors access to all
information relating to his or her business that they or any one of them has
requested. The undersigned acknowledges that he or she has sufficient knowle