Exhibit 10.1

                             JOINT VENTURE AGREEMENT

THIS JOINT VENTURE  AGREEMENT  (this  "Agreement") is entered into in accordance
with the laws of the  Nevada and other  relevant  laws and  regulations,  by and
between  PROJECT X, INC., a Nevada  corporation  ("PJTX") and its parent company
EARTH DRAGON RESOURCES,  a Nevada  corporation  ("EARH") and DEEP MARINE SALVAGE
INC.,  a  Nevis  corporation  ("DMS")  (DMS,  PJTX  and  EARH  are  collectively
hereinafter referred to as the "Parties"),  in accordance with the principles of
equality and mutual benefit, and through friendly consultations, for the purpose
to jointly  participate in a Joint Venture company (the "Joint Venture") for the
purpose  of  seeking,  locating  and  obtaining  cargo from  shipwrecks  located
globally.  This agreement  supersedes the Joint Venture  Agreement dated January
13, 2012.

                                    ARTICLE I
                          PARTIES OF THE JOINT VENTURE

SECTION 1.1  PARTIES

Parties to this Joint Venture are as follows:

PJTX, with its principal place of business  located at 402 West Broadway,  Suite
400, San Diego, California 92101.

Current Legal representative: Name:        J. Michael Johnson
                              Position:    Chief Executive Officer
                              Nationality: U.S.

DMS,  registered in Nevis,  West Indies,  with its  principal  place of business
located at Hunkins Plaza, Charlestown, Nevis, West Indies.

Legal representative:         Name:        Nigel Smith
                              Position:    President
                              Nationality: British

                                   ARTICLE II
                                   DEFINITIONS

SECTION 2.1     DEFINITIONS

"ALLOCATION" means the percentage of Recovered  Materials received by each Party
in accordance with their respective  ownership of the Joint Venture as set forth
in Article V hereof.

"INTELLECTUAL  PROPERTY"  includes  but is not limited to  historical  research,
survey plans, technical concepts and patent rights to all technical developments
and/or equipment, hardware and software designs.

"NET  REVENUE"  is defined  as all monies  and\or  cargo  received  by the Joint
Venture after repayment of all investment monies paid into the Joint Venture and
the government has taken its percentage  pursuant to the licenses  issued by the
UK government for the Targets.
<PAGE>
"PRECIOUS METALS" means gold, silver and platinum group metals.

"COMMODITY METALS" means copper, tin, nickel, zinc, lead, molybdenum,  antimony,
bismuth or other bulk metals used in commercial manufacturing processes.

"RECOVERED  VALUABLES"  means all items that are recovered from a shipwreck as a
result of this Agreement,  including but not limited to coins and bullion of all
types of metals both precious and commodity; jewelry, precious and semi-precious
stones, religious items, navigation instruments, ships hardware, weapons, armor,
ammunition,  dining utensils,  porcelains,  ceramics, pottery, personal effects,
general merchandise and miscellaneous items.

                                   ARTICLE III
                   ESTABLISHMENT AND TERM OF THE JOINT VENTURE

SECTION 3.1 NAME AND JURISDICTION OF JOINT VENTURE
The name of the Joint  Venture and its  registered  place of  business  shall be
determined by the Parties.

SECTION 3.2 TERMINATION OF THE JOINT VENTURE
The Joint Venture will stay in effect until all three intended  salvage  Targets
have been  salvaged  to the fullest  extent  operationally  possible  within the
project funding  capabilities  and the  distribution of profits have occurred in
accordance with section 11.

                                   ARTICLE IV
                     GENERAL PROVISIONS OF THE JOINT VENTURE

SECTION 4.1 PRIMARY OBJECTIVE
The goals of the  Parties to the Joint  Venture are to  successfully  locate and
recover the cargo from the three World War I era  shipwrecks  that DMS currently
hold asset recovery  licenses from the UK governments  Department for Transport.
These  Targets are known to have carried  precious  metals.  The business of the
Joint  Venture  shall be to search for,  survey,  excavate,  preserve,  catalog,
liquidate  cargo and  distribute  profits from the Recovered  Valuables from the
above-described shipwrecks.

SECTION 4.2 SCOPE
The initial  scope of the Joint  Venture shall be confined to a cluster of three
(3) wrecks  located in close  proximity  in the same  geographic  area.  These 3
Targets are defined by the three licenses from the British government  currently
in the possession of DMS and have been disclosed by DMS to PJTX.  Such three (3)
licenses,  as disclosed by DMS to PJTX,  shall be the scope of the Joint Venture
and are referred to herein as the "Targets".

SECTION 4.3 LOCATION AND TERM
The identity of the Targets and their locations have been determined by DMS. The
Joint Venture shall continue from the date that this Agreement is fully executed
by each  Party  and  shall  continue  in  existence  until  PJTX  and any  other
participants  have received the stipulated  returns on capital  contributed from
the three Targets as stipulated in Section 11 hereof, unless earlier terminated,
liquidated or dissolved by law or as hereinafter provided.

                                       2
<PAGE>
                                    ARTICLE V
                         CONTRIBUTIONS AND JOINT VENTURE
                               OWNERSHIP INTERESTS

SECTION 5.1 THIRD PARTY EXCLUSIVITY AND SALES
PJTX shall remain the only third party  contracted  by DMS for raising funds for
the deep water salvage venture of the Targets through an independent  investment
structure.  Any and all contacts,  leads or potential  investors  that DMS would
like to  introduce to the Joint  Venture must be provided to PJTX.  PJTX and DMS
through their  collective fund raising efforts may engage other Parties to offer
the Joint Venture investment to their respective  clients.  Said commissions are
limited to 10% of the investment  obtained by the Joint  Venture.  Engagement of
any third party to represent  the Joint  Venture on a  commission  basis must be
approved by PJTX.

SECTION 5.2 OPERATIONAL FUNDING
Throughout  the term of this Venture PJTX shall have the right to a 50% interest
in the Joint Venture in exchange for the contribution of sufficient  operational
funding required to bring the Joint Venture to profitable,  self-funding status;
subject to the terms and conditions set forth below;

     SECTION 5.2.1 CAPITALIZATION
     PJTX and its parent company EARH shall provide  initial  capitalization  to
     the Joint  Venture in the  amount of US  $10,000,000.  The  Parties to this
     Agreement have determined that this level of  capitalization  is reasonably
     sufficient to achieve profitability. Actual operating costs will be subject
     to market  prices at the time of  operations.  EARH has  pledged 10 million
     shares of its common stock to DMS which will remain  outstanding  until the
     funds are raised,  pursuant to a written Pledge  Agreement  dated April 27,
     2012, entered into by and between PJTX, EARH and DMS.

     SECTION 5.2.2 CAPITALIZATION THRESHOLD
     PJTX and its parent  company EARH will  contribute up to US  $25,000,000 if
     said level of capitalization is required to attain profitable, self-funding
     status of the Joint Venture, as mutually agreed to by the Parties.

     SECTION 5.2.3 ADDITIONAL CAPITAL
     In the  event  that the Joint  Venture  requires  capital  in excess of $25
     million  for its  operational  needs for the  Targets,  each party shall be
     obligated to raise fifty percent (50%) of such  additional  capital through
     the sale of ownership percentages in the Joint Venture.

     SECTION 5.2.4 PJTX FUNDING STRUCTURE
     PJTX may raise  its  investment  contribution  utilizing  the fund  raising
     structure  of its  choice  that  conforms  to  regulatory  requirements  of
     relevant jurisdictions.

     SECTION 5.2.5 INVESTOR DISTRIBUTIONS
     All  distributions  of Net Revenues to investors shall be paid from the 50%
     project interest assigned to PJTX unless subject to Section 5.2.3.

     SECTION 5.2.6 COMPETING STRUCTURES
     The Parties  acknowledge that all funding efforts shall be directed through
     PJTX, it's parent company EARH and its duly designated agents.

                                       3
<PAGE>
     SECTION 5.2.7 MUTUAL INDEMNIFICATION
     The Parties  hereby  agree to hold the other party  harmless  and fully and
     completely  indemnify  said  party  against  any and all civil or  criminal
     actions  or  judgments  by any court that arise  relating  to that  Parties
     activities.

     SECTION 5.2.8 BARTER FOR GOODS AND SERVICES
     The  Parties  to  the  Joint  Venture   hereby   recognize  that  necessary
     operational  assets  such  as a  ship  or  other  marine  equipment  may be
     contributed  to the Joint  Venture on an "in kind"  basis.  Any decision to
     engage the use of said assets shall be made by DMS and approved by PJTX.

     SECTION 5.2.9 ACCOUNTING AND AUDITING
     All  investor  funds,   regardless  of  source,   shall  flow  through  the
     accounting\auditing  structure and designated bank accounts  established by
     EARH\PJTX for the purpose of maintaining a complete and accurate accounting
     record and audit trail. All investor transaction shall be disclosed by EARH
     in its periodic  filings with the  Securities  Exchange  Commission  of the
     United States and available for public review.

     SECTION 5.2.10 FIDUCIARY DUTY
     The  Parties  hereby  acknowledge  that  as  executive  officers  of  their
     respective  companies  they  have,  under  the  laws  of  their  respective
     jurisdictions,  a fiduciary  duty to represent  the best  interests of each
     respective Party's  shareholders or owners during all business decisions as
     the Joint Venture moves forward.

SECTION 5.3 EXCLUSIVITY
PJTX,  it's  parent  company  EARH and its duly  designated  agents  shall  have
exclusive  control of all fund  raising  efforts  for the  duration of the Joint
Venture.

SECTION 5.4 INDEPENDENT INVESTMENT
EARH/PJTX  will  raise the funds via the  public  company  structure  as well as
negotiating  and allowing  offers to sell  directly to  independent  investors a
portion of their 50% ownership to fund the Joint Venture.

SECTION 5.5 CONTRIBUTIONS FROM DMS
DMS has provided the Joint  Venture with three (3) Targets,  with UK  government
Department for Transport licenses to recover their cargoes.

     *    The three Targets were carrying precious metals.

     *    DMS has  obtained the  necessary  historical  research  related to the
          salvage  Targets as may be needed to complete  the  objectives  of the
          Joint Venture.

     *    DMS  has and  will  continue  to  gather  and  provide  all  necessary
          engineering blueprints,  specifications,  engineering,  fabrication of
          equipment,  integration  of  equipment,  use of  equipment  and  other
          knowledge  as may be  required  to  properly  construct  the  recovery
          equipment required to complete the objectives of the Joint Venture. In
          the event that any  recovery  equipment  fails or  requires  repair or
          replacement due to DMS negligence, the costs thereof shall be deducted
          from the DMS  share of  profits  without  contribution  from the Joint
          Venture or PJTX.

                                       4
<PAGE>
     *    DMS will undertake, on a best effort basis, the survey of the Targets,
          prioritize  for salvage  based upon survey  results and  undertake the
          salvage operations.

     *    DMS warrants to have legal title to the licenses.  The licenses are in
          good  standing  and DMS is  pledging  the  licenses to the JV as their
          contribution.

SECTION 5.6 INTELLECTUAL PROPERTY
All Intellectual  Property  contributed to the Joint Venture by each Party shall
remain the sole exclusive property of that Party.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

SECTION 6.1
Each  Party  represents  and  warrants  to the  other  Party  that  each  of the
warranties it makes herein is accurate in all respects and not  misleading as at
the date of this Agreement.

SECTION 6.2
Each Party  undertakes to disclose in writing to the other Party  anything which
is or may constitute a breach of or be  inconsistent  with any of the warranties
immediately upon the same coming to its notice at the time of and after the date
hereof.

SECTION 6.3
Each Party agrees that each of the  warranties  it makes shall be construed as a
separate and independent  warranty and (except where  expressly  provided to the
contrary)  shall not be limited or restricted by reference to or inference  from
the terms of any other warranty or any other term of this Agreement.

SECTION 6.4
Each Party acknowledges that the restrictions  contained in Section 16.3 (Public
Notices) and Section 16.4  (Confidentiality)  shall  continue to apply after the
execution of this Agreement without limit in time.

                                   ARTICLE VII
                      REPRESENTATIONS AND WARRANTIES OF DMS

SECTION 7.1 ORGANIZATION, STANDING AND AUTHORITY; FOREIGN QUALIFICATION
DMS is a corporation duly organized, validly existing and in good standing under
the laws of  Nevis,  West  Indies,  and has all  requisite  corporate  power and
authority to own,  lease and operate its  properties and to conduct its business
as presently  conducted and as proposed to be conducted and is duly qualified or
licensed as a foreign corporation in good standing in each jurisdiction in which
the character of its properties or the nature of its business activities require
such qualification.

SECTION 7.2. CORPORATE AUTHORIZATION
The  execution,  delivery  and  performance  by DMS of  this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by all  necessary  corporate  action  on the  part of DMS,  and  this  Agreement
constitutes a valid and binding agreement of DMS.

                                       5
<PAGE>
SECTION 7.3. NO CONFLICT
The execution,  delivery and performance of this Agreement and the completion of
the transactions contemplated herein will not:

     (a) violate any provision of the Articles of Incorporation, Bylaws or other
charter or organizational document of DMS;

     (b) violate,  conflict with or result in the breach of any of the terms of,
result  in  any  modification  of  the  effect  of,  otherwise  give  any  other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both  constitute) a default under, any contract or agreement to which
DMS is a party or by or to which  either  of its  assets or  properties,  may be
bound or subject;

     (c) violate any order, judgment,  injunction, award or decree of any court,
arbitrator or governmental  or regulatory body against,  or binding upon, or any
agreement with, or condition  imposed by, any  governmental or regulatory  body,
foreign or domestic, binding upon DMS or upon the securities, assets or business
of DMS;

     (d) violate any statute,  law or  regulation  of any  jurisdiction  as such
statute,  law or regulation  relates to DMS or to the securities,  properties or
business of DMS; or

     (e) result in the breach of any of the terms or conditions of, constitute a
default under,  or otherwise  cause an impairment of, any permit or license held
by DMS.

SECTION 7.4. LITIGATION
There is no litigation,  suit, proceeding,  action or claim at law or in equity,
pending or to DMS's  best  knowledge  threatened  against  or  affecting  DMS or
involving any of DMS's property or assets,  before any court, agency,  authority
or arbitration tribunal,  including,  without limitation, any product liability,
workers' compensation or wrongful dismissal claims, or claims, actions, suits or
proceedings relating to toxic materials, hazardous substances,  pollution or the
environment.  DMS is not  subject to or in default  with  respect to any notice,
order, writ, injunction or decree of any court, agency, authority or arbitration
tribunal.

SECTION 7.5. COMPLIANCE WITH LAWS
To the best knowledge of DMS, it has complied with all laws,  municipal  bylaws,
regulations,  rules,  orders,  judgments,  decrees  and other  requirements  and
policies imposed by any governmental  authority applicable to it, its properties
or the  operation of its  business,  except where the failure to comply will not
have a material adverse effect on the business, properties,  financial condition
or earnings of DMS.

SECTION 7.6. TRUE AND CORRECT COPIES
All  documents  furnished  or caused to be furnished to PJTX by DMS are true and
correct copies,  and there are no amendments or modifications  thereto except as
set forth in such documents.

SECTION 7.7. MATERIAL INFORMATION
This Agreement and all other  information  provided,  in writing,  by DMS or its
representatives  thereof to PJTX,  taken as a whole,  do not  contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
any statement contained herein or therein not misleading.  There are no facts or
conditions which have not been disclosed to PJTX in writing which,  individually

                                       6
<PAGE>
or in the aggregate,  could have a material  adverse effect on DMS or a material
adverse effect on the ability of DMS to perform any of its obligations  pursuant
to this Agreement.

                                  ARTICLE VIII
                     REPRESENTATIONS AND WARRANTIES OF PJTX

SECTION 8.1. ORGANIZATION, STANDING AND AUTHORITY; FOREIGN QUALIFICATION
PJTX is a  corporation  duly  organized,  validly  existing and in good standing
under the laws of the State of Nevada and has all requisite  corporate power and
authority to own,  lease and operate its  properties and to conduct its business
as presently  conducted and as proposed to be conducted and is duly qualified or
licensed as a foreign corporation in good standing in each jurisdiction in which
the character of its properties or the nature of its business activities require
such qualification.

SECTION 8.2 CORPORATE AUTHORIZATION
The  execution,  delivery  and  performance  by PJTX of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by all  necessary  corporate  action  on the  part of PJTX,  and this  Agreement
constitutes a valid and binding agreement of PJTX.

SECTION 8.3 NO CONFLICT
The execution,  delivery and performance of this Agreement and the completion of
the transactions contemplated herein will not:

     (a) violate any provision of the Articles of Incorporation, Bylaws or other
charter or organizational document of PJTX;

     (b) violate,  conflict with or result in the breach of any of the terms of,
result  in  any  modification  of  the  effect  of,  otherwise  give  any  other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both  constitute) a default under, any contract or agreement to which
PJTX is a party or by or to which  either of its  assets or  properties,  may be
bound or subject;

     (c) violate any order, judgment,  injunction, award or decree of any court,
arbitrator or governmental  or regulatory body against,  or binding upon, or any
agreement with, or condition  imposed by, any  governmental or regulatory  body,
foreign  or  domestic,  binding  upon  PJTX or upon the  securities,  assets  or
business of PJTX;

     (d) violate any statute,  law or  regulation  of any  jurisdiction  as such
statute,  law or regulation relates to PJTX or to the securities,  properties or
business of PJTX; or

     (e) result in the breach of any of the terms or conditions of, constitute a
default under,  or otherwise  cause an impairment of, any permit or license held
by PJTX.

SECTION 8.4. LITIGATION
There is no litigation,  suit, proceeding,  action or claim at law or in equity,
pending or to PJTX's best  knowledge  threatened  against or  affecting  PJTX or
involving any of PJTX's property or assets, before any court, agency,  authority
or arbitration tribunal,  including,  without limitation, any product liability,
workers' compensation or wrongful dismissal claims, or claims, actions, suits or
proceedings relating to toxic materials, hazardous substances,  pollution or the

                                       7
<PAGE>
environment.  PJTX is not subject to or in default  with  respect to any notice,
order, writ, injunction or decree of any court, agency, authority or arbitration
tribunal.

SECTION 8.5. COMPLIANCE WITH LAWS
To the best knowledge of PJTX, it has complied with all laws,  municipal bylaws,
regulations,  rules,  orders,  judgments,  decrees  and other  requirements  and
policies imposed by any governmental  authority applicable to it, its properties
or the  operation of its  business,  except where the failure to comply will not
have a material adverse effect on the business, properties,  financial condition
or earnings of PJTX.

SECTION 8.6. TRUE AND CORRECT COPIES
All  documents  furnished  or caused to be furnished to DMS by PJTX are true and
correct copies,  and there are no amendments or modifications  thereto except as
set forth in such documents.

SECTION 8.7 MATERIAL INFORMATION
This Agreement and all other information  provided,  in writing,  by PJTX or its
representatives  thereof to DMS,  taken as a whole,  do not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
any statement contained herein or therein not misleading.  There are no facts or
conditions  which have not been disclosed to DMS in writing which,  individually
or in the aggregate,  could have a material adverse effect on PJTX or a material
adverse effect on the ability of PJTX to perform any of its obligations pursuant
to this Agreement.

                                   ARTICLE IX
                          DMS COVENANTS AND AGREEMENTS

SECTION 9.1 OPERATING THE JOINT VENTURE
DMS shall be responsible for conducting the Joint Venture's recovery  operations
and in connection  therewith DMS agrees to act with the utmost good faith and to
use its best  efforts  to  competently  and  diligently  carry  out the  salvage
operations of the Joint Venture, including but not limited to:

Obtain and maintain for the Term of the Joint  Venture all such  licenses as are
necessary to carry out the Project for the operations of the Joint Venture.

     a)   Survey the geographical  area in which the three (3) Targets are known
          to be located and manage subsequent  salvage operations on the Targets
          and  manage,  with PJTX's  consent,  the sale or  distribution  of all
          recovered items after the UK government share has been taken according
          to the license terms.

     b)   Provide as much historical  research as possible without  compromising
          the security of the actual names of the Targets.

     c)   Create regular,  detailed  progress  reports for distribution to PJTX.
          These reports will include details of sums expended and budgeted.

     d)   Apply all moneys received from PJTX pursuant to this Agreement towards
          expenses   incurred   exclusively   in  performing  or  procuring  its
          obligations  and in  accordance of the current  working  budget as set
          forth on Schedule A attached hereto.

                                       8
<PAGE>
     e)   In  performing  the  aforementioned  obligations  DMS  shall  use such
          diligence and care as might  reasonably be expected by a person having
          a significant investment interest in the salvage operation.

     f)   Keep a full  account of all sums  expended  for the Joint  Venture and
          will make  records  available  for  inspection  to PJTX on  reasonable
          notice.

     g)   Inform PJTX without delay of any information which will  significantly
          affect the  viability  of the Joint  Venture,  its likely  cost or the
          likelihood of a commercial return from its operations.

     h)   DMS warrants  that it will have in place  appropriate  and  sufficient
          liability  insurance in respect of all risks and liabilities which may
          be encountered  during the course of the Joint  Venture.  DMS warrants
          that it has used its expertise and  experience in  arrangement of such
          insurance  and  will  produce  a copy of it  upon  request.  DMS  will
          indemnify  PJTX against any claims costs and  liabilities  of whatever
          nature arising out of the Joint Venture operations.

     i)   DMS shall  maintain  total  control of vessel  choice  management  and
          operational decisions.

SECTION 9.2 LITIGATION
During the term of the Joint  Venture,  DMS shall  notify  PJTX  promptly of any
actions or  proceedings  of the type described in Section 7.4 that from the date
hereof are threatened or commenced against DMS or against any portion of the DMS
ownership  interests in the Joint Venture and of any requests for information or
documentary  materials by any  governmental or regulatory body that could affect
PJTX's abilities to perform its obligations hereunder.

                                    ARTICLE X
                        COVENANTS AND AGREEMENTS OF PJTX

SECTION 10.1 CAPITALIZATION
PJTX shall use its best efforts to raise and provide the Joint  Venture with the
Capital Contributions set forth in Section 5 above

SECTION 10.2 LITIGATION
From the date of this  Agreement to the Closing  Date,  PJTX shall notify DMS of
any  actions or  proceedings  of the type  described  in  Sections  8.4 that are
threatened or commenced against PJTX or against any officer, director, employee,
properties or assets of PJTX with respect to its affairs and of any requests for
information or documentary materials by any governmental or regulatory body that
could affect PJTX's abilities to perform its obligations hereunder.

SECTION 10.3 FORTNIGHTLY PROGRESS REPORTS
Create regular, detailed progress reports for distribution to DMS. These reports
will include  details of sums raised to date and expected  further funding prior
to the next progress report.

SECTION 10.4 PRESS RELEASES
The Parties  hereby  recognize the  importance of reports and press  releases to
inform investors during the course of the project.  The Parties will collaborate
in good faith on all releases of information directly related to the progress of
operations.

                                       9
<PAGE>
                                   ARTICLE XI
                       LIQUIDATION OF RECOVERED VALUABLES
                        AND DISTRIBUTIONS OF NET REVENUES

SECTION 11.1 LIQUIDATION
Liquidation of Recovered  Valuables  shall occur in a timely,  ongoing manner to
one or more companies that purchase bulk metals.  The  aforementioned  companies
shall be chosen by mutual agreement of the Parties..

SECTION 11.2 REPAYMENT OF INVESTMENT CAPITAL
Prior to any profit distributions to Investors or other third parties, PJTX\EARH
and\or third

All  investors  that have  provided  capital to the Joint  Venture under Section
5.2.2 hereof,  shall be reimbursed 100% of such investment  capital prior to the
payment  of any  kind of  capital  or  cargo  to any  other  person,  entity  or
government.

SECTION 11.3 DISTRIBUTION
Net Revenues  shall be  distributed as set forth below and in the order provided
below:

     (a) Repayment of all investment capital pursuant to Section 11.2;

     (b) Division and delivery of cargo to the UK  government as required in the
licenses for the Targets;

     (c)  Thereafter,  the Parties to this  Agreement  shall  divide the next $1
billion in Net Revenue and\or Net Cargo on a 50%\50% basis.

SECTION 11.4 DMS PERFORMANCE BONUS
DMS will be paid an  additional  performance  bonus  based  upon  the  following
conditions;

     (a) If the  average  price of gold,  over  the 14 day  period  prior to any
distribution  of asset  should be above  $1,750  per ounce  then a  commensurate
increase to the US$1  billion  value of Section  11.3.b shall be applied for all
gold evaluations/contributions to the said $1 billion. Likewise should the value
of silver be above $35 per ounce a similar  pro rata  increase to the $1 billion
will also be made.

     (b) Upon each Party  receiving a  distribution  of 50% of the $1 billion in
Net Revenue  and/or Net Cargo as  provided  section  11.3.(c),  DMS will then be
entitled to a performance bonus of 40% of each additional net US $100,000,000 or
portion  thereof   recovered  by  the  Joint  Venture.   The  remainder  of  the
aforementioned  amounts  shall  then be  divided on a 50\50  basis  between  the
Parties.

SECTION 11.5 APPRAISAL OF CARGO
The Parties to this  Agreement  mutually  agree to appoint a panel of experts to
perform an independent appraisal of all recovered cargo to determine which items
have  marketable  intrinsic or  numismatic  value.  Said panel of experts  shall

                                       10
<PAGE>
determine those values.  The Parties agree to abide by the panels valuations for
the purposes of division as defined by Article 11 of this Agreement.

SECTION 11.6 CARGO CATEGORY DECLARATION
The Parties hereby acknowledge the following Cargo Categories;

     (a)  Gold coins having a numismatic  value over and above the melt value of
          the gold
     (b)  Gold coins having no additional value and will be sold for melt value
     (c)  Silver and gold bullion

SECTION 11.7 CARGO CATEGORY DISTRIBUTION
For the  purposes  of  equitable  distribution  under the  structure  defined in
Article 11 of this Agreement the  distribution of cargo  categories  shall occur
under the following structure;

     (a)  All cargo will be valued at melt value at all times for distribution
     (b)  All gold coins  determined  to have  significant  numismatic  value as
          defined by Section  11.5 shall be given  priority  and  divided by the
          Parties  before  all  other  categories.  Said  distribution  shall be
          applied across all coin nationalities,  issues, denominations,  dates,
          mints and grades.
     (c)  Upon complete  distribution of all gold coins with  numismatic  value,
          all gold and silver having only melt value shall then be divided among
          the Parties.

                                   ARTICLE XII
                               BUSINESS MANAGEMENT

SECTION 12.1 BUSINESS MANAGEMENT OF THE JOINT VENTURE

     a)   All funds collected by PJTX for Venture funding shall come exclusively
          through PJTX and the trust account  established by Lawler & Associates
          or other Trustee account as determined by Investment Banking partners.
     b)   The use and distribution of funds for payment of operational expenses,
          billing,  invoicing,  maintaining of receipts,  depreciable  assets or
          other  financial  matters shall be done in a manner  acceptable to the
          Joint Venture's accountants and auditors.

                                  ARTICLE XIII
                            TAXES, FINANCE AND AUDIT

SECTION 13.1 TAXES
The Joint  Venture  shall pay taxes in  accordance  with the  provisions  of all
applicable laws and regulations.  Staff members and workers of the Joint Venture
shall pay individual income tax according to the all applicable laws.

SECTION 13.2 FISCAL YEAR
The fiscal year of the Joint Venture shall be set by the Parties hereafter.

                                       11
<PAGE>
                                   ARTICLE XIV
           THE DISPOSAL OF ASSETS AFTER THE EXPIRATION OF THE DURATION

SECTION 14.1 DISPOSAL OF EQUIPMENT ASSETS
All  equipment  assets  designed,  built and acquired by the Joint  Venture will
revert to full ownership of DMS once full  repayment of principal  investment is
made to the investor group.

                                   ARTICLE XV
                                    INSURANCE

SECTION 15.1 INSURANCE
Insurance  policies  of the Joint  Venture  on various  kinds of risks  shall be
underwritten  with a  qualified  insurer  operating  in the U.S. - U.K. or other
jurisdiction reasonably approved by both Parties.

                                   ARTICLE XVI
                                  MISCELLANEOUS

SECTION 16.1 ALTERATIONS, AMENDMENTS AND MODIFICATIONS
Any  amendment  of this  Agreement  shall  come into  force only after a written
amendment agreement has been signed by each Party.

SECTION 16.2 APPLICABLE LAW
The formation, validity, interpretation, execution and settlement of disputes in
respect to this Agreement shall be governed by the relevant laws of England.

SECTION 16.3 PUBLIC NOTICES
The  Parties  agree that all notices to third  Parties  and all other  publicity
concerning the Joint Venture or anything else pertaining to this Agreement shall
be jointly planned and  coordinated and no Party shall act  unilaterally in this
regard  without  the prior  approval  of the  others,  such  approval  not to be
unreasonably withheld.

SECTION 16.4 CONFIDENTIALITY

     a)   All aspects and terms of this Agreement and all  information  and data
          in whatever form (including  written,  oral or electronic)  related to
          this Agreement and/or the Joint Venture  (collectively,  "Confidential
          Information")  shall be held in strict confidence by the Parties,  and
          not  disclosed to any third  Parties  except as otherwise set forth in
          this  Section  16.4.  The  Parties  agree  to  treat  all  information
          furnished by or on behalf of any Party hereto in  accordance  with the
          provisions  of this Section 16.4 and to take,  or abstain from taking,
          the other  actions  set  forth  herein.  The  Parties  agree  that the
          Confidential  Information  shall be used  solely  for the  purpose  of
          operating  the Joint  Venture  and will be kept  confidential  by such
          Party, its officers, directors, employees, representatives, agents and
          advisors,  provided  that either  Party may,  without  such  approval,
          disclose  Confidential  Information:  (i)  to  the  receiving  Party's
          officers, directors, employees, representatives,  agents and advisors,
          including  outside  professional   advisors,  who  need  to  know  the
          Confidential  Information  for the purpose of meeting its  obligations
          hereunder   and  agree  in  writing  to  be  bound  by  the  terms  of
          confidentiality  set forth in this Section  16.4,  (ii) to any bank or
          financial  institution  from  whom the Joint  Venture  is  seeking  or
          obtaining   finance,   upon   obtaining  a  similar   undertaking   of
          confidentiality  (but  excluding  this  proviso)  from  such  bank  or
          institution,  (iii) as required by applicable law or the  requirements

                                       12
<PAGE>
          of any  recognized  stock  exchange in  compliance  with its rules and
          regulations,  (iv) to any government agency or tax authority  lawfully
          requiring  such  information,   or  (v)  to  any  court  of  competent
          jurisdiction acting in pursuance of its powers.

     b)   The Parties agree that, without the prior written consent of the other
          Party, which may be withheld in such Party's sole discretion,  none of
          the Parties  shall  disclose any provision of this  Agreement,  or its
          existence,  to any third party except as  otherwise  set forth in this
          Section 16.4.

SECTION 16.5 SCIENTIFIC DATA
Any and all data  collected  during  field  operations  shall  remain the common
property of the Parties until the Primary  objective of the JOINT VENTURE stated
in  section  4.1  has  been  met and  the  JOINT  VENTURE  dissolved.  Upon  the
dissolution of the JOINT VENTURE all such data becomes the exclusive property of
DMS. This data may include,  but not be limited to, magnetometer data, side scan
sonar records,  sub-bottom  profiling  records,  laser  generated  optical data,
photography, GPS positioning data, GIS information,  archaeological information,
wreck site stratification,  material distribution,  bathymetric, sedimentary and
hydrographic data.

SECTION 16.6 NON-WAIVER
No waiver of any breach, or failure to enforce any provision,  of this Agreement
at any time by a party  shall in any way limit or waive the right of that  party
to subsequently enforce and compel strict compliance with this Agreement.

SECTION 16.7 PARTIAL INVALIDITY
If any provision of this Agreement is or becomes invalid or unenforceable,  that
provision  shall be deemed  deleted from this  Agreement and such  invalidity or
un-enforceability  shall not affect the other provisions of this Agreement,  all
of which shall  remain in full force and effect to the extent  permitted by law,
subject to any  modifications  made  necessary by the deletion of the invalid or
unenforceable provisions.

SECTION 16.8 LIABILITY
Each Party acknowledges that it shall be responsible for any loss, cost, damage,
claim, or other charge owing to a third party that arises out of or is caused by
the actions of that Party or its  employees or agents.  No Party shall be liable
for any loss,  cost,  damage,  claim,  or other  charge that arises out of or is
caused by the actions of any other Party or its  employees or agents.  Joint and
several  liabilities will not attach to the Parties; no Party is responsible for
the actions of any other Party, but is only responsible for those tasks assigned
to it. The Parties agree that in no event will consequential or punitive damages
are  applicable or awarded with respect to any dispute that may arise between or
among the Parties in connection with this Agreement.

SECTION 16.9 INDEMNIFICATION
Each Party shall indemnify and save harmless the other Party,  and each of their
respective  shareholders,  directors,  officers,  employees  and agents from and
against all actual or threatened liabilities described above in Section 16.8.

SECTION 16.10 ARBITRATION
The Parties  agree that any  dispute,  claim,  or  controversy  concerning  this
Agreement  or the  termination  of this  Agreement,  or any  dispute,  claim  or
controversy  arising  out of or relating  to any  interpretation,  construction,
performance or breach of this  Agreement,  shall be settled by arbitration to be
held in London, England. The arbitrator may grant injunctions or other relief in

                                       13
<PAGE>
such  dispute or  controversy.  The decision of the  arbitrator  shall be final,
conclusive  and  binding on the  Parties  to the  arbitration.  Judgment  may be
entered on the  arbitrator's  decision  in any court  having  jurisdiction.  The
Parties will pay the costs and expenses of such  arbitration in such proportions
as the  arbitrator  shall decide,  and each Party shall  separately  pay its own
counsel fees and expenses.

SECTION 16.11 CONTINUATION
The Joint Venture may be extended,  reconstituted  or otherwise  continued under
terms and conditions  mutually  agreed upon, in writing,  by the Parties to this
Joint Venture Agreement.

SECTION 16.12 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the United Kingdom.

IN WITNESS WHEREOF the Parties hereto have executed this Joint Venture Agreement
in the Cities of ___________________________ and ____________, by the authorized
representatives of the Parties on the ________ day of _________________ 2012.

PROJECT X, INC.,
a Nevada corporation


By: /s/ J. Michael Johnson
   -----------------------------------------
Name:  J. Michael Johnson
Title: Chief Executive Officer


DEEP MARINE SALVAGE, INC.,
a Nevis IBC


By: /s/ Nigel Smith
   -----------------------------------------
Name:  Nigel Smith
Title: President


                                       14