REVOLVING CREDIT AGREEMENT

EXHIBIT 10.12

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT , made this 21st day of April, 2005, by and between ODYSSEY MARINE EXPLORATION, INC. , a Nevada corporation, whose address is 5215 West Laurel Street, Tampa, Florida 33607 (“Borrower”), and MERCANTILE BANK , whose address is 2307 West Kennedy Boulevard, Tampa, FL 33609 (“Lender”).

W I T N E S S E T H :

WHEREAS, Borrower desires to borrow money for business purposes, and Borrower has requested a line of credit from Lender, and Lender is willing to loan certain sums to Borrower from time to time on the terms set forth herein; and

WHEREAS, certain capitalized terms used in this Agreement are defined in Section 10 hereof;

NOW, THEREFORE, it is agreed as follows:

1. Revolving Credit Loan .

(a) Revolving Credit Commitment . Subject to the terms and conditions hereof, Lender agrees to make Advances to Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed SIX MILLION AND 00/100 DOLLARS ($6,000,000.00) (the “Commitment”). As long as no Event of Default has occurred hereunder and no Default has occurred that, with the passage of time, the giving of notice, or both, shall constitute an Event of Default hereunder, Borrower shall be entitled to borrow, repay or prepay and reborrow, by delivering to Lender a Draw Request in the form of Exhibit “A” attached hereto (“Draw Request”).

(b) Revolving Credit Note . The Revolving Credit Loan shall be evidenced by a promissory note of Borrower payable to the order of Lender substantially in the form of Exhibit “B” attached hereto (“Revolving Credit Note”).

(c) Interest . The Revolving Credit Loan shall accrue interest as provided in the Revolving Credit Note.

(d) Borrower’s Loan Account . Lender shall enter in its records of this Revolving Credit Loan all Advances under the Revolving Credit Loan and all payments made by or on behalf of Borrower on account thereof. Any payments shall be credited first to payment of any late charges, fees or expenses, if any, then to accrued and unpaid interest and the balance, if any, (“Credit”) to principal. Lender shall provide Borrower a monthly accounting of transactions under the Revolving Credit Loan. Each such accounting shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters as reflected therein, unless Borrower, within thirty (30) days after the date the accounting is rendered, notifies Lender in writing of any objections, describing the basis for such objections with specificity. In such event, only those items expressly objected to in the notice shall be deemed disputed by Borrower.

(e) Revolving Credit Commitment Period . The Commitment Period shall terminate on April      , 2008 (the “Termination Date”) unless Borrower shall earlier terminate the Commitment. Lender shall review its Commitment hereunder annually, with the first review to occur on or about the first anniversary hereof.

(f) Termination or Reduction of Commitment . Borrower shall have the right, upon not less than five (5) Business Days’ written notice to Lender, to terminate or reduce the Commitment at any time, provided that any notice of termination shall be accompanied by payment in full of the Revolving Credit Loan and the Advances outstanding thereunder and provided that any notice of reduction shall be accompanied by payment in full of the Revolving Credit Loan balance that exceeds the reduced Commitment.

(g) Unused Line Fee . Borrower hereby agrees to pay Lender an unused line fee at a rate equal to one-fourth of one percent (0.25%) per annum calculated upon the amount by which $6,000,000.00 exceeds the average daily principal balance of the outstanding Advances during the immediately preceding calendar quarter (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Advances are outstanding, which fee shall be payable quarterly in arrears.

(h) Mandatory Payments . In the event that Lender shall notify Borrower that the current Revolving Credit Loan balance exceeds the Commitment, Borrower shall immediately repay the Revolving Credit Loan by the amount of such excess.

(i) Permissive Prepayments . Borrower may, at any time and from time to time, pay or prepay the Revolving Credit Loan, in whole or in part, without payment of any premium or penalty.

(j) Use of Proceeds . The proceeds of the Revolving Credit Loan shall be used by Borrower for working capital requirements.

2. Security . As security for the Loan, Borrower shall at Closing execute and deliver to Lender the Security Agreement, granting to Lender a lien and security interest on, in and to all of the assets described on Exhibit “D” which is attached hereto and made a part hereof, now owned or hereafter acquired, and the proceeds and products thereof (“Collateral”) free of all claims, liens and encumbrances except for claims, liens and encumbrances, if any, listed on Exhibit “D,” except for liens and encumbrances in favor of Lender, and except for Permitted Liens (as defined below). Borrower authorizes the filing by Lender, in form and substance satisfactory to Lender, of UCC-1 financing statements describing the Collateral and determined by the Lender to be desirable to perfect the liens and security interests referred to in this paragraph.

As further security for the Loan, Borrower hereby assigns and grants to Lender a security interest in and to all property of Borrower which is or may hereafter be in Lender’s possession (by deposit, assignment, purchase or otherwise) in any capacity including but not limited to all monies owed or to be owed by Lender to Borrower, deposits (whether or not Lender has possession of any certificate of deposit or other indicia of ownership), and stocks, bonds or other securities held in any securities trading account, custodial account or otherwise; and with respect to all such property, Lender shall have the same rights as it has to any Collateral.

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As further security for the Loan, Borrower shall at Closing execute and deliver to Lender the Negative Pledge Agreement, whereby Borrower will covenant and agree that no claims, liens or encumbrances of any kind shall be placed upon vessels owned by the Borrower.

3. Representations and Warranties of Borrower . In order to induce Lender to make the Loan, Borrower makes the following representations and warranties:

(a) Corporate Status . Borrower (i) is duly incorporated, validly existing and in good standing under the laws of the State of Nevada; (ii) has qualified as a foreign corporation to transact business and is in good standing in Florida; (iii) has qualified as a foreign corporation to transact business and is in good standing in every other jurisdiction in which any Collateral is located or the nature of its business or properties makes such qualification necessary or Borrower owns or leases material properties or conducts material business; (iv) has the requisite corporate power and authority to own, pledge and operate its properties, to lease the properties it operates under lease and to conduct its business as it is now being conducted; and (v) is in compliance in all material respects with its articles of incorporation and bylaws.

(b) Authorization; No Default . The execution, delivery and performance by Borrower of this Agreement and each Loan Document to which it is or will become a party (i) has been duly authorized on behalf of Borrower by all necessary corporate action; (ii) does not contravene any law, statute, rule or regulation or any judgment, decree or order of any court or governmental agency by which Borrower is bound, or Borrower’s articles of incorporation, bylaws, or any preference stock provisions; (iii) shall not result in or constitute a default under any agreement, contract, indenture, mortgage, deed of trust, security agreement or other instrument to which Borrower is a party or by which Borrower or any of its property, including any Collateral, is bound; and (iv) shall not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrances upon any assets or property of Borrower or upon any Collateral.

(c) Validity . When executed and delivered by the parties hereto and thereto, this Agreement and the Loan Documents shall be valid and binding obligations of Borrower, and shall be enforceable against Borrower in accordance with their terms, except as enforceability may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

(d) Financial Statements . Borrower has delivered or otherwise made available to Lender: (i) an audited consolidated balance sheet of Borrower and its Subsidiaries as of December 31, 2004, and the related audited consolidated statements of operations, changes in stockholders’ equity and cash flows for the fiscal year then ended, including in each case the notes thereto, and (ii) the unaudited consolidated balance sheets of Borrower and its Subsidiaries as of May 31, August 31, and November 30, 2004, and the related unaudited statements of operations and cash flows for the three-, six- and nine-months, respectively, then ended, including in each case the notes thereto. Such financial statements (x) fairly present, in all material

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respects, the consolidated financial condition of Borrower and its Subsidiaries as of the dates thereof and the results of Borrower’s and its Subsidiaries’ consolidated operations for the periods covered thereby and (y) have been prepared in accordance with GAAP, consistently applied in the various statements throughout the periods involved, except as otherwise expressly stated therein, and show all known material liabilities of Borrower and its Subsidiaries, including contingent liabilities, long-term leases and unusual commitments as of the dates thereof. Since the date of the balance sheet included in the most recent financial statements, there has been no adverse material change in the consolidated financial condition of Borrower. All other information submitted by Borrower in support of the application for the Loan is true and correct in all material respects as of the date of this Agreement, except to the extent that such information expressly relates to an earlier date, and no material adverse change has occurred.

(e) Property and Assets . Borrower has good and marketable title to all of Borrower’s properties reflected in its balance sheets and financial statements (except such as have been disposed of in the ordinary course of business since the date of such balance sheets or financial statements), including without limitation the Collateral described on Exhibit “D,” and such properties are free and clear of all liens, charges and encumbrances, except for liens for taxes and assessments not yet due and except such liens, charges and encumbrances, if any, on properties acquired subsequent to such balance sheets or financing statements and disclosed to Lender. It is acknowledged by Borrower that the only liens, encumbrances and charges permitted under this Agreement with respect to the Collateral are the Permitted Liens, as defined in Section 5(a).

(f) Coins . All of the Collateral consisting of Coins, as described in Exhibit D (the “Coins”), was recovered by the Borrower from the coordinates described in the Judgment entered by the United States District Court for the Middle District of Florida on March 24, 2004, in the case styled Odyssey Marine Explorations, Inc. v. The Unidentified Shipwrecked Vessel or Vessels, et al. , Case No. 8:03-CV-1668-T-24TBM (the “Case”). The coordinates described in the Case are not within any state or national boundaries. No persons other than Atlantic Mutual Insurance Company and the United States Government have provided notice to Borrower of any claims to any interest in or to the Coins. Borrower has not assigned, conveyed or otherwise transferred any of its rights to the Collateral to any Person, except pursuant to this Agreement and the Collateral Control Agreement.

(g) Loss . No substantial loss, damage, destruction or taking of any of the real or personal property of Borrower or of the real or personal property leased by Borrower has occurred which has not been fully restored or replaced or which is not fully covered by insurance, less applicable deductibles, and neither such property nor the business of Borrower has been adversely affected in any substantial way as the result of any theft, accident, strike, lockout, embargo, riot, war, or act of God, or the public enemy.

(h) Litigation . There are no investigations, actions, suits, or proceedings by any federal, state or local government body, agency or authority, or by any person, pending, or to the knowledge of Borrower, threatened against Borrower or its Subsidiaries, or other proceedings to which Borrower or its Subsidiaries are a party (including administrative or arbitration

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proceedings), (i) which involve the possibility of any judgment or liability not fully covered by insurance or by adequate reserves established by Borrower, (ii) which may result in any material adverse change in the business or condition, financial or otherwise, of Borrower, or in any right, interest or title Borrower has in the Collateral, (iii) which involves any claim of title to the Collateral, or (iv) which, to the knowledge of Borrower, seek to restrain, enjoin, prohibit or obtain damages or other relief with respect to the Borrower’s conduct of its Business or the transaction contemplated by this Agreement, including, but not limited to, the denial of any necessary permit, license or certificate.

(i) Contracts; No Defaults . Borrower is not a party to any contract, agreement, lease or other instrument which would materially and adversely affect the Collateral, Borrower’s property, the Business, operations or financial condition or Borrower’s ability to perform its obligations under this Agreement or any other Loan Document. Borrower is not in default under any contract, agreement, lease or other instrument to which is a party and which is material to its property, the Business, prospects, operations or financial condition. No event of default or occurrence that, with the giving of notice, the passage of time, or both, would constitute an event of default thereunder has occurred and is continuing.

(j) Governmental Approvals . Borrower has complied in all material respects with all applicable laws and requirements of governmental authorities including those governing Borrower’s conduct of its Business. No authorization or approval or other action by, and no notice to or filing with, any federal, state or local government body, agency or authority is required for the due execution, delivery and performance by Borrower of this Agreement or any other Loan Document.

(k) Subsidiaries . Borrower has no subsidiaries (including subsidiaries of Borrower and/or one or more subsidiaries) except Odyssey Marine, Inc., a Florida corporation (“Marine”), OVH, Inc., a Nevada corporation (“OVH”), Odyssey Marine Services, Inc., a Nevada corporation (“Marine Services”), Odyssey Retriever, Inc., a Nevada corporation (“Retriever”), and Odyssey Marine Entertainment, Inc., a Nevada corporation (“Odyssey Entertainment”, and together with Marine, OVH, Marine Services, and Retriever, collectively the “Subsidiaries”).

(l) Securities Laws . No proceeds of the Loan will be used to acquire any security in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934, as amended. Borrower is not an “investment company” or a company “controlled” by an “investment company” (within the meaning of the Investment Company Act of 1940, as amended).

(m) Margin Regulations . Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). No proceeds of the Loan will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock.

(n) Taxes . Borrower has filed all federal, state, local and foreign income tax returns, which to its knowledge, Borrower is required to file, and has paid all taxes as shown on said returns and all assessments received by Borrower to the extent that such taxes have become due.

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(o) ERISA .

(i) All pension or welfare benefit plans within the respective meanings of Section 3(2) and 3(1) of ERISA other than multiemployer plans (within the meaning of Section 3(37) of ERISA), to which Borrower is a party or to which Borrower makes any employer contributions with respect to employees, are set forth on Exhibit “E” which is attached hereto and made a part hereof. With regard to the current or prior plan years of each plan referred to in Exhibit “F,” all contributions required to meet the employer contribution obligations of Borrower under Section 412 of the Code, Part 3 of Title I(B) of ERISA, the terms of the plan itself, or any applicable collective bargaining agreement, with respect to the elapsed portion of the current and previous plan years, have been duly made, and such plan and its related trust have not incurred any accumulated funding deficiency (within the meaning of Section 412(a) of the Code and Section 302 of ERISA) since the effective date of ERISA.

(ii) Borrower is not a party to any multiemployer plans (within the meaning of Section 3(37) of ERISA). In addition, Borrower has not incurred any withdrawal liability under Title IV of ERISA (as amended by the Multiemployer Pension Plan Amendments Act of 1980) with respect to any multiemployer plan.

(iii) Neither Borrower nor any Subsidiary or affiliate of Borrower has engaged in any “prohibited transactions” within the meaning of Section 4975 of the Code or Section 406 of ERISA, which could subject Borrower or such subsidiary or affiliate, or any other party, to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code. The execution, delivery and performance of this Agreement and the other instruments, documents and agreements contemplated hereby, and the making of the borrowing contemplated hereby by Borrower will not constitute such a “prohibited transaction” (assuming that the funds used by Lender to make the Loan are disbursed from Lender’s general funds and not from any separate fiduciary or other account maintained by Lender).

(iv) No reportable event (as such term is defined in Title IV of ERISA) has occurred with respect to, nor has there been terminated, any plans subject to Title IV of ERISA and maintained for any employees of Borrower or any member of any “controlled group of corporations” (as such term is defined in Section 1563 of the Code) of which Borrower is a member.

(v) Borrower has paid all premiums due to the PBGC with respect to each plan identified in Exhibit “F” and no premium, late payment charge, premium penalty or interest thereon is due. The PBGC has made no demand on Borrower for payment of any liability, including interest, arising under Title IV(D) of ERISA, and no lien exists in favor of the PBGC upon any real or personal property or rights to such property belonging to.

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(p) Environmental Matters .

(i) Borrower and all of its Subsidiaries, if any, are in compliance in all material respects with all provisions of the Environmental Laws, and with any rules, regulations, and administrative orders of any governmental agency, and with any judgments, decrees or orders of any court of competent jurisdiction with respect thereto.

(ii) None of Borrower or its Subsidiaries, if any, has received from any governmental agency any written assessment, notice of (primary or secondary) liability or notice of financial responsibility, or any notice of any action, claim or proceeding to determine such liability or responsibility, or the amount thereof, or to impose civil penalties with respect to a site listed on any federal or state listing of sites containing or believed to contain Hazardous Wastes, nor has any of Borrower or its Subsidiaries, if any, received written notification from any governmental agency that any hazardous substances (as defined under CERCLA) that it has disposed of have been found in any site at which any governmental agency is conducting an investigation or other proceeding under any Environmental Law.

(iii) To the knowledge of Borrower, no part of the real property leased by Borrower in its business or any building, structure or facility located thereon or improvement thereto contains or contained asbestos or polychlorinated biphenyls (PCBs); have or have had asbestos-containing materials or electrical transformers, fluorescent light fixture ballasts or other equipment containing PCBs installed thereon or therein; is or has been used for the handling, processing, storage or disposal of Hazardous Wastes; or contain or contained above-ground or underground storage tanks or other storage facilities for Hazardous Wastes.

(iv) Borrower has paid any environmental excise taxes imposed pursuant to Sections 4611, 4661, or 4681 of the Code.

(q) Minimum Wages; Overtime . Borrower is in compliance in all material respects with all provisions of the Fair Labor Standards Act, as amended, and regulations promulgated thereunder.

(r) Employee Wage Withholding . Borrower has paid or made provision for the payment of all applicable federal, state and local employees’ income, social security and unemployment taxes.

4. Affirmative Covenants of Borrower . Borrower covenants and agrees that, from the date hereof until the Loan is paid in full, Borrower shall:

(a) Reporting Requirements . Furnish to Lender:

(i) as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three (3) quarterly periods of each fiscal year of Borrower, unaudited consolidated financial statements of Borrower and its Subsidiaries, including balance sheets and the related statements of operations and cash flows, for such quarterly period and for Borrower’s fiscal year-to-date, with the corresponding figures for Borrower’s previous fiscal year. These financial statements shall be prepared in accordance with GAAP, consistently applied.

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(ii) as soon as available, but in any event not later than ninety (90) days after the end of each fiscal year of Borrower, audited consolidated financial statements of Borrower and any Subsidiaries, including balance sheets and the related statement of operations, changes in stockholders’ equity and cash flow, together with the report thereon of Borrower’s independent certified public accountants, for such fiscal year, with the corresponding figures for Borrower’s previous fiscal year. These financial statements shall be prepared in accordance with GAAP, consistently applied, and such report shall state that such financial statements fairly present, in all material respects, the consolidated financial position of Borrower and the results of its operations and the changes in its financial position for the year then ended. Concurrently with the delivery of such audited financial statements, the independent certified public accountant shall furnish Lender a certificate stating that in making the examination necessary for auditing such financing statements, no knowledge was obtained of any Event of Default or of any Default which, with the giving of notice, the passage of time, or both, would constitute an Event of Default hereunder, except as specifically described by said accountant.

(iii) concurrently with the delivery of the financial statements described in this Section 4(a), Borrower shall deliver a certificate addressed to Lender and signed by its president (or chief executive officer) and treasurer (or chief financial officer) acknowledging that the financial statements fairly present, in all material respects, the consolidated financial position of Borrower and the results of its operations for the period covered thereby and (i) certifying that no Event of Default and no Default which, with the giving of notice, the passage of time, or both, would constitute an Event of Default has occurred and is continuing, or (ii) describing the nature and duration of any such Event of Default and the steps that Borrower is taking to remedy such Default.

(iv) deliver to Lender such other audited and unaudited financial statements, profit and loss statements, and other accounting data, including but not limited to supporting documentation for financial statements provided Lender under other clauses of this Section 4(a), as may be reasonably requested by Lender from time to time concerning Borrower and any Subsidiaries.

(v) deliver to Lender promptly upon receipt any “Management Letter” received from Borrower’s independent certified public accountant, together with any comments made by Borrower in respect thereto, if the letter addresses matters which adversely affect the financial condition of Borrower or matters which constitute an Event of Default or any Default which, with the giving of notice, the passage of time, or both, would become an Event of Default.

(vi) deliver to Lender any annual, quarterly or other reports to Borrower’s stockholders and filings with the Securities and Exchange Commission and with any federal, state or local governmental agency, body or authority which regulates Borrower’s business.

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(b) Inspection . Permit any person designated by Lender to visit and inspect Collateral, and the business premises and books and records of Borrower and discuss Borrower’s affairs and finances with Borrower at reasonable times (and in a manner that will not unreasonably interfere with normal business operations) and as often as Lender may reasonably request.

(c) Books and Records . Maintain its books of accounts in accordance with sound business practices.

(d) Service of Process . Deliver to Lender, within ten (10) days after the service of process or equivalent notice, written notice of any litigation, arbitration proceeding or government investigation where the amount involved would reasonably be expected to exceed $10,000.00, concerning title to the Coins or the conduct of Borrower’s Business, or may, if determined adversely to the Borrower, have a material adverse effect upon the Borrower or its property or the Business.

(e) Bank Accounts . Maintain its principal bank accounts with Lender.

(f) Maintenance of Property . Maintain its properties in good condition, subject to normal wear and tear, and make all necessary replacements, additions and improvements thereto.

(g) Insurance . Maintain and provide Lender with evidence of insurance in such amounts and against such liabilities and hazards as required by the Security Agreement to be executed in connection with the Loan, and, together with each delivery of annual financial statements, and more frequently upon request, shall deliver a certificate signed by Borrower specifying the details of such insurance then in effect.

(h) Taxes and Obligations . Pay and discharge or cause to be paid and discharged, all taxes, assessments, levies, fees, and charges and all other governmental charges, general and special, ordinary and extraordinary, whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against Borrower or its property or any part thereof, whether or not the failure to pay such tax, assessment, levy, fee, or charge might result in the creation of a lien upon such properties or any part thereof, when the same shall become due and payable, except for such items the validity of which is being contested in good faith by appropriate proceedings; and all income, excess profits, excise, sales, gross receipts, and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by governmental authority on Borrower or Borrower’s properties or any part thereof when the same shall become due and payable, except for such items the validity of which is being contested in good faith by appropriate proceedings.

(i) Corporate Status . Maintain its existence as a corporation in good standing under the laws of Nevada and qualified to transact business as a foreign corporation in Florida.

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(j) Maintenance of Rights . Do or cause to be done all things necessary to preserve and to keep in full force and effect its rights and privileges of a public or private nature, its franchises, trade names, trademarks, service marks and patents and its permits which are material and necessary for the continuance of its Business, and continue to engage principally in the Business currently operated by Borrower.

(k) Net Worth . Maintain a minimum stockholders’ equity of not less than $20,000,000.00 for the first year. During each successive year the minimum stockholders’ equity required will increase annually in an amount equal to fifty percent (50%) of the Borrower’s after-tax net income. The minimum stockholders’ equity of $20,000,000.00 will be tested quarterly upon the Lender’s receipt of the Borrower’s 10-Q filed with the S.E.C., and the potential increase will be tested annually upon the Lender’s receipt of the Borrower’s 10-K filed with the S.E.C.

(l) Ordinary Course of Business . Sell its inventory and collect its accounts only in the ordinary course of business and, without the prior written consent of Lender, shall not sell or lease Collateral which does not constitute inventory, or pledge, transfer, assign, deliver, donate, gift or otherwise dispose of any Collateral or any interest therein.

(m) Lock Box Account . Deposit with Lender all moneys, checks, notes, drafts, wire transfers, other payment media or other property (including goods acquired through barter, swap or exchange) representing the proceeds of any Collateral which comes into the possession or control of Borrower immediately in the exact form received in a special account. Borrower grants Lender a security interest in such account to secure all of Borrower’s liabilities and, unless otherwise authorized by Lender, Lender alone shall have power of withdrawal.

(n) Draw Request . Provide to Lender, at the time of each borrowing a Draw Request.

(o) Segregation of Collateral . Keep Collateral separate and distinct from other property of Borrower and third parties pursuant to a custodial agreement with a custodian (the “Custodian”) acceptable to the Lender in its reasonable discretion.

(p) Defaults by Custodian . Notify Lender immediately of any default by Custodian known to Borrower in the performance of Custodian’s obligations with respect to any Collateral.

(q) Merchantable Inventory . Maintain inventory of Coins which are good and merchantable, with an Appraised Value at least equal to four (4) times the outstanding principal balance of the Loan, and shall not be encumbered by the security interest, chattel mortgage or lien of any person other than Lender.

(r) Compliance With Laws . Comply in all material respects with all applicable existing and future federal, state and local statutes, laws and ordinances applicable to Borrower’s Business and to the Collateral, any rules, regulations or orders of any governmental body, agency or