EXHIBIT 10.?

                            SHARE EXCHANGE AGREEMENT

         THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is
entered into and effective as of April 22, 2002, by and between ARGOSY
INTERNATIONAL, LTD, a Turks and Caicos Islands corporation (the "SHAREHOLDER"),
TITANIC EXPLORATIONS LIMITED (BVI), a British Virgin Islands company ("TEL"),
DANEPATH LTD., a United Kingdom company ("DL") and CLIP 'N PIERCE FASHIONS,
INC., a Delaware corporation ("CNP" or the "COMPANY")

1.  RECITALS

         This Agreement is entered into with reference to and in contemplation
of the following facts, circumstances and representations:

     1.1 The  SHAREHOLDER  is the owner of 200 shares of the common stock of TEL
which represent all of the issued and outstanding  shares of the common stock of
TEL (the "TEL Shares").

     1.2 The  SHAREHOLDER  is also the owner of 100 shares of common stock of DL
which represents all of the issued and outstanding  shares of common stock of DL
(the "DL Shares").

     1.3 TEL desires to issue a total of  2,333,334  shares of its common  stock
(the "CNP Shares") to the SHAREHOLDER,  or its assigns, in exchange for both the
TEL Shares and the DL Shares.

     1.4 The  SHAREHOLDER  desires  to  exchange  both the TEL Shares and the DL
Shares for the CNP Shares in  accordance  with the terms and  conditions of this
Agreement.

     1.5 TEL and DL desire that this transaction be consummated.


2.  EXCHANGE AND ISSUANCE OF SHARES

     2.1  Exchange  of  CNP  Shares:  CNP  shall  exchange  and  deliver  to the
SHAREHOLDER, a total of 2,333,334 restricted shares of CNP common stock with 99%
of the CNP Shares being allocated for the TEL Shares and 1% for the DL Shares.

     2.2 Exchange of TEL Shares: At the Closing,  the SHAREHOLDER shall exchange
and deliver to CNP a total of 200 shares of TEL common stock which represent one
hundred percent (100%) of the issued and  outstanding  shares of TEL and a total
of 100 Shares of DL common stock which  represent one hundred  percent (100%) of
the issued and outstanding shares of DL.



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<PAGE>



     2.3 Nature of CNP Shares:  The  SHAREHOLDER  shall be issued the CNP Shares
which unless otherwise contractually  restricted,  shall be subject to a one (1)
year  holding  period  before the CNP Shares are  eligible  for sale in the U.S.
public market.  The sale of the CNP Shares will be further limited by the resale
provisions of SEC Rule 144.

     2.4  Restricted  Nature  of CNP  Shares:  Notwithstanding  the one (1) year
holding period for the CNP Shares, if the SHAREHOLDER  becomes an "affiliate<-1-
34> or "control  person" of CNP, it will be subject to certain  limitations with
respect  to the  sale of its CNP  Shares.  Accordingly,  as a  result  of such a
designation, the sale of the CNP Shares will be limited by SEC Rule 144.

     2.5 Private Sale Acknowledgment: The parties acknowledge and agree that the
exchange  and issuance of the CNP Shares is being  undertaken  as a private sale
pursuant  to Section  4(2) of the  Securities  Act of 1933,  as amended  and the
Delaware General Corporation Law and is not being transacted via a broker-dealer
and/or in the public market place.

     2.6 Status of Present Share  Ownership and  Contemplated  Share Issuance by
CNP: The parties hereto  acknowledge and agree that upon the issuance of the CNP
Shares,  and  upon  the  Closing  of the  share  exchange  contemplated  by this
Agreement, that the following will be the resulting share ownership of CNP:

<TABLE>
<S>      <C>                            <C>            <C>
         Name                           No. Shares     % Ownership

1.       Present CNP
         Shareholders                   8,400,000          78.26%

2.       TEL Shareholder
         and DL Shareholder              2,333,334         21.74%
                           TOTALS       10,733,334        100%
                                        ==========        =======
</TABLE>


3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The  COMPANY  represents  and  warrants to the  SHAREHOLDER,  TEL and DL as
follows:

     3.1  Organization:  CNP is a  corporation  duly  incorporated  and  validly
existing  under the laws of the State of Delaware and is in good  standing  with
respect to all of its regulatory filings.

     3.2  Capitalization:  The authorized  capital of CNP consists of 50,000,000
common shares with a par value $.001 and with the exception of the common shares
described in Paragraph  2.6, no common shares will have been validly  authorized
and  issued  by the  COMPANY  prior to the  Closing  of the  contemplated  share
exchange.



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<PAGE>



     3.3 Financial Statements: CNP has furnished to the SHAREHOLDER,  TEL and DL
audited  financial  statements for the period ending  December 31, 2001. That at
the  Closing  the  financial  affairs  of CNP  will be  materially  the  same as
represented in the financial statements for the period ending December 31, 2001.

     3.4 Books and Records: All material  transactions of CNP have been promptly
and  properly  recorded or filed in or with its books and records and the Minute
Book of CNP contains records of all meetings and proceedings of the shareholders
and directors thereof.

     3.5 Legal Compliance: To the best of its knowledge, CNP is not in breach of
any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which
CNP is subject or which apply to it or any of its assets.

     3.6 Tax  Returns:  All tax returns and reports of CNP required by law to be
filed  prior to the date  hereof  have been  filed and are  substantially  true,
complete and correct and all taxes and governmental charges have been paid.

     3.7 Adverse  Financial  Events:  CNP has not experienced nor is it aware of
any occurrence or event which has had or might  reasonably be expected to have a
material adverse effect on its financial condition.

     3.8 Disputes,  Claims and  Investigations:  There are no disputes,  claims,
actions, suits, judgments,  investigations or proceedings outstanding or pending
or to the  knowledge of CNP  threatened  against or  affecting  CNP at law or in
equity or before  or by any  federal,  state,  municipal  or other  governmental
department, commission, board, bureau or agency.

     3.9 Employee Liabilities: CNP has no known liability to former employees or
any liability to any governmental  authorities with respect to current or former
employees.

     3.10 No Conflicts  or Agreement  Violations:  The  execution,  delivery and
performance  of this  Agreement will not conflict with or be in violation of the
articles or by-laws of CNP or of any  agreement to which CNP is a party and will
not give any person or company a right to terminate  or cancel any  agreement or
right  enjoyed by CNP and will not result in the creation or  imposition  of any
lien,  encumbrance or  restriction of any nature  whatsoever in favor of a third
party upon or against the assets of CNP.

     3.11  Validly  Issued and  Authorized  Shares:  That the CNP Shares will be
validly  authorized  and  issued by the  COMPANY,  they  will be fully  paid and
non-assessable  and they will be issued in full  compliance with all federal and
state securities laws.

     3.12 Restrictive Legend: That the CNP Shares will have a restrictive legend
imposed thereon identifying them as "Restricted Shares" which are subject to the
conditions  and  limitations  of SEC Rule 144 with  respect to their sale in the
U.S. public market place.


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<PAGE>



     3.13 Corporate  Authority:  The officers or  representatives of the COMPANY
executing  this Agreement  represent  that they have been  authorized to execute
this  Agreement  pursuant  to a  resolution  of the  Board of  Directors  of the
COMPANY.


4.   REPRESENTATIONS OF SHAREHOLDER, TEL AND DL

     The SHAREHOLDER,  TEL and DL collectively and individually hereby represent
and warrant to CNP as follows:

     4.1 Share Ownership: That the SHAREHOLDER is the owner, beneficially and of
record,  of the TEL Shares and the DL Shares and said  shares are free and clear
of all liens, encumbrances, claims, charges and restrictions.

     4.2  Transferability of TEL Shares and DL Shares:  That the SHAREHOLDER has
full power to transfer the TEL Shares and the DL Shares to CNP without obtaining
the consent or approval of any other person or governmental authority.

     4.3 Validly  Issued and Authorized  Shares:  That the TEL Shares and the DL
Shares are validly authorized and issued, fully paid, and nonassessable, and the
TEL Shares have been so issued in full  compliance  with all securities  laws of
the  British  Virgin  Islands and that the DL Shares have been so issued in full
compliance with all securities laws of the United Kingdom.

     4.4  Organization:  TEL is a  corporation  duly  incorporated  and  validly
existing  under the laws of the British  Virgin  Islands and is in good standing
with respect to all of its  regulatory  filings,  and DL is a  corporation  duly
incorporated  and validly existing under the laws f the United Kingdom and is in
good standing with respect to all of its regulatory filings.

     4.5 Capitalization: The authorized capital of TEL consists of 50,000 common
shares  with a par value of $1.00 and of which 200 common  shares are issued and
outstanding as fully paid and  non-assessable  shares. The authorized capital of
DL consists of ________  common shares with a par value of $_______ and of which
100 common shares are issued and  outstanding  as fully paid and  non-assessable
shares.

     4.6  Financial  Statements:  TEL and DL  have  furnished  to CNP  financial
statements  for the period  ending  December 31,  2001.  That at the Closing the
financial  affairs of TEL and DL will be materially  the same as  represented in
these same financial statements.

     4.7 Books and Records:  All material  transactions  of TEL and DL have been
promptly and properly recorded or filed in or with its books and records and the
Minute Books of TEL and DL contain  records of all meetings and  proceedings  of
the shareholders and directors thereof.



                                  Page 4 of 10

<PAGE>



     4.8 Legal Compliance: TEL and DL are not in breach of any laws, ordinances,
statutes,  regulations,  by-laws,  orders  or  decrees  to which  TEL and DL are
subject or which apply to them or any of their assets.

     4.9 Tax Returns:  All tax returns and reports of TEL and DL required by law
to be filed prior to the date hereof have been filed and are true,  complete and
correct and all taxes and governmental charges have been paid.

     4.10 Adverse Financial Events: TEL and DL have not experienced nor are they
aware of any  occurrence or event which has had or might  reasonably be expected
to have a material adverse effect on their financial conditions.

     4.11 Disputes,  Claims and Investigations:  There are no disputes,  claims,
actions, suits, judgments,  investigations or proceedings outstanding or pending
or to the  knowledge of TEL or DL  threatened  against or affecting TEL or DL at
law or in equity or before or by any federal,  municipal  or other  governmental
department, commission, board, bureau or agency.

     4.12 Employee Liabilities: TEL and DL have no liability to former employees
or any liability to any government authorities with respect to current or former
employees.

     4.13 No Conflicts  or Agreement  Violations:  The  execution,  delivery and
performance  of this  Agreement will not conflict with or be in violation of the
Memorandum of Association of TEL or DL or of any agreement to which TEL or DL is
a party and will not give any person or company a right to  terminate  or cancel
any  agreement or right enjoyed by TEL or DL and will not result in the creation
or imposition of any lien,  encumbrance or restriction of any nature  whatsoever
in favor of a third party upon or against the assets of TEL or DL.

     4.14 No Liens: That TEL or DL have not received a notice of any assignment,
lien, encumbrance, claim or charge against the TEL Shares or the DL Shares.

     4.15  Assets  and  Joint  Venture  of TEL:  That  TEL's  assets  include  a
proprietary  library of research on shipwrecks  which define the detail of their
valuable cargo and which assets as  specifically  set forth in the TEL financial
statements.  Still  further  that TEL is a 50%  participant  in a joint  venture
established  for the  purpose of locating  and  recovering  valuable  cargo from
various  shipwrecks  and that a copy of said Joint  Venture  Agreement  has been
provided to CNP.

     4.16 Assets and  Business  of DL: That DL is in the  business of deep water
exploration and owns and operates ships,  Remote Operated Vehicles and employs a
professional team who have collaborated in several successful  maritime recovery
projects.  The nature and extent of these assets are  specifically  set forth in
the DL financial statements.

     4.17  Corporate   Authority:   The  officers  or   representatives  of  the
SHAREHOLDER,  TEL and DL executing this Agreement  represent that they have been
authorized  to  execute  this  Agreement  pursuant  to  a  resolution  of  their
respective Boards of Directors.


                                  Page 5 of 10

<PAGE>



5.   REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER ALONE

     The SHAREHOLDER alone further represents and warrant to CNP as follows with
respect to the CNP Shares:

     5.1 Financially Responsible:  That it is financially  responsible,  able to
meet its obligations and acknowledges that this investment will be speculative.

     5.2  Investment  Experience:  That it has had experience in the business of
investments in one or more of the  following:  (i)  investment  experience  with
securities   such  as  stocks  and  bonds;   (ii)   ownership  of  interests  in
partnerships,  new ventures and start-up companies; (iii) experience in business
and  financial  dealings;  and  that  it can  protect  its own  interests  in an
investment of this nature and they do not have an "Investor Representative",  as
that term is defined in  Regulation D of the  Securities  Act of 1933 and do not
need such an Investor Representative.

     5.3  Investment  Risk:  That it is capable of  bearing  the high  degree of
economic risks and burdens of this investment,  including but not limited to the
possibility  of complete  loss of all its  investment  capital and the lack of a
liquid market,  such that it may not be able to liquidate readily the investment
whenever desired or at the then current asking price.

     5.4  Access  to  Information:  That it has had  access  to the  information
regarding  the  financial  condition  of the  COMPANY and it was able to request
copies of such  information,  ask  questions  of and  receive  answers  from the
COMPANY  regarding  such  information  and any other  information  their desires
concerning the CNP Shares, and all such questions have been answered to its full
satisfaction.

     5.5 Private Transaction: That at no time was it presented with or solicited
by any leaflet,  public  promotional  meeting,  circular,  newspaper or magazine
article,  radio  or  television  advertisement  or any  other  form  of  general
advertising.

     5.6 Investment  Intent:  The CNP Shares are not being purchased with a view
to or for the resale or  distribution  thereof  and it has no  present  plans to
enter into any contract,  undertaking,  agreement or arrangement for such resale
or distribution.

     5.7  Due  Diligence:  That  the  SHAREHOLDER  shall  have  completed  a due
diligence review of the affairs of CNP and is satisfied with the results of that
review.


6.   CLOSING, ESCROW HOLDER AND CONDITIONS TO CLOSING

     6.1 Exchange Closing:  The closing of the share exchange as contemplated by
this Agreement (the  "Closing")  shall take place in San Diego,  California,  at
such time and place as

                                  Page 6 of 10

<PAGE>



may be agreed among by the  parties,  but in no event later than April 22, 2002,
unless otherwise extended in writing by the parties.

     6.2  Appointment  of Escrow Holder:  The parties hereby appoint  CARMINE J.
BUA,  III, ESQ. of San Diego,  California as the Escrow Holder  pursuant to this
Agreement.

     6.3 Opinion of Counsel for CNP: SHAREHOLDER. TEL and DL shall have received
an opinion  from the legal  counsel  for CNP, in form and  substance  reasonably
satisfactory to the SHAREHOLDER, TEL and DL, to the effect that:

1.   CNP is a corporation  duly organized and legally existing under the laws of
     the State of Delaware  and is in good  standing  with respect to all of its
     regulatory filings, and

2.   This  Agreement  when duly  executed and  delivered by CNP,  constitutes  a
     legal,  valid and  binding  obligation  of CNP  enforceable  against  it in
     accordance with its terms, and

3.   The CNP Shares delivered pursuant to the Agreement have been validly issued
     are fully paid and non-assessable, and

4.   The CNP Shares have been legally and validly  issued and are in  compliance
     with all federal and state  securities  laws  including  but not limited to
     Section 4(2) of the  Securities  Act of 1933, as amended,  and the Delaware
     General Corporation Law.

     6.4 Opinion of Counsel for SHAREHOLDER, TEL and DL: CNP shall have received
an opinion from the legal counsel for the  SHAREHOLDER,  TEL and DL, in form and
substance reasonably satisfactory to CNP, to the effect that:

1.   TEL is a corporation  duly organized and legally existing under the laws of
     the British  Virgin  Islands and is in good standing with respect to all of
     its regulatory filings, and

2.   DL is a corporation  duly organized and legally  existing under the laws of
     the  United  Kingdom  and is in good  standing  with  respect to all of its
     regulatory filings, and

3.   The TEL  Shares  and DL  delivered  pursuant  to this  Agreement  have been
     validly issued, fully paid, non-assessable, and have been originally issued
     in full compliance with all securities laws of their respective  regulatory
     agencies and jurisdictions.

4.   The  SHAREHOLDER  has the full power to transfer  the TEL Shares and the DL
     Shares to CNP without  obtaining the consent or approval of anyother person
     or governmental agency.

5.   TEL is a party to that certain Joint Venture Agreement,  that TEL is not in
     breach of said  Agreement  and that except as  disclosed  in its  financial
     statements,  that  there are no  liens,  encumbrances,  claims  or  charges
     against TEL's interest in said Agreement or its other assets.

                                  Page 7 of 10

<PAGE>



6.   That except as disclosed in its Financial  Statements,  that that there are
     no liens, encumbrances, claims or charges against the assets of DL.

     6.5 Escrow Conditions and Closing:  Prior to the Closing the following will
be required:

1.   Delivery of TEL Shares and DL Shares:  The SHAREHOLDER shall deliver to the
     Escrow Holder the  certificate  or  certificates  representing  the 200 TEL
     Shares  registered in the name of TEL, and the 100 DL Shares  registered in
     the name of DL, duly endorsed for transfer  accompanied  by a duly executed
     assignments of the TEL Shares and the DL Shares to CNP.

2.   Delivery of CNP Shares:  CNP shall  deliver to the Escrow Holder a total of
     2,333,334 of the CNP Shares registered in the name of the SHAREHOLDER.

3.   Delivery of Certificates of Good Standing:  Each party shall deliver to the
     Escrow  Holder  a  current  Certificate  of  Good  Standing  issued  by the
     Secretary of State or appropriate agency of its respective jurisdiction.

4.   Requisite  Corporate  Resolutions:  Each party shall  deliver to the Escrow
     Holder  certified  copies of resolutions  from their  respective  Boards of
     Directors authorizing the subject transaction.

5.   Satisfactory  Completion of Due Diligence:  Each party shall deliver to the
     Escrow  Holder  written  notice  that it has  completed  its due  diligence
     investigation and is satisfied with the results of such investigation.

6.   Legal  Opinions and  Documents:  Both parties  shall  deliver to the Escrow
     Holder such legal opinions and other documents as are required by the terms
     and conditions of the Agreement.

     6.6 Close of Transaction:  The subject  transaction  shall "close" upon the
satisfaction of the above conditions.

     6.7  Notices:  All  notices  given  pursuant to this  Agreement  must be in
writing  and  may be  given  by (1)  personal  delivery,  or (2)  registered  or
certified mail, return receipt requested,  or (3) via facsimile  transmission to
the Escrow Holder the parties as set forth below. Any party hereto may by notice
so given change its address for any future notices:

ESCROW HOLDER:             CARMINE J. BUA, ESQ.
                           3838 Camino Del Rio North, Suite 333
                           San Diego, CA 92108
                           Phone: (619) 280-8000    Fax: (619) 280-8001



                                                     Page 8 of 10

<PAGE>



SHAREHOLDER

TEL and DL:

CNP:                       CARMINE J. BUA, ESQ.
                           3838 Camino Del Rio North, Suite 333
                           San Diego, CA 92108
                           Phone: (619) 280-8000    Fax: (619) 280-8001


7.   COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES

     7.1 Cooperation of Parties: The parties further agree that they will do all
things  necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all  documents  necessary to bring about
and perfect the purposes of this Agreement.

     7.2 Arbitration:  The parties hereby submit all  controversies,  claims and
matters of difference arising out of this Agreement to arbitration in San Diego,
California  according to the rules and  practices  of the  American  Arbitration
Association  from  time to time in  force.  This  submission  and  agreement  to
arbitrate  shall be  specifically  enforceable.  The Agreement  shall further be
governed by the laws of the State of Delaware.

     7.3  Interpretation  of  Agreement:  The  parties  agree  that  should  any
provision of this  Agreement be found to be ambiguous in any way, such ambiguity
shall not be resolved by construing such provisions or any part of or the entire
Agreement in favor of or against any party herein,  but rather by construing the
terms of this Agreement fairly and reasonably in accordance with their generally
accepted meaning.

     7.4 Modification of Agreement: This Agreement may be amended or modified in
any way at any time by an instrument  in writing  stating the manner in which it
is  amended  or  modified  and signed by each of the  parties  hereto.  Any such
writing  amending or modifying this Agreement shall be attached to and kept with
this Agreement.

     7.5  Attorney  Fees:  If any  legal  action  or any  arbitration  or  other
proceeding is brought for the  enforcement of this  Agreement,  or because of an
alleged dispute,  breach, default or misrepresentation in connection with any of
the  provisions of the Agreement,  the  successful or prevailing  party shall be
entitled to recover reasonable  attorneys' fees and other costs incurred in that
action  or  proceeding,  in  addition  to any  other  relief  to which it may be
entitled.

     7.6 Entire Agreement:  This Agreement  constitutes the entire Agreement and
understanding  of the  parties  hereto with  respect to the  matters  herein set
forth, and all prior negotiations,  writings and understandings  relating to the
subject  matter of this  Agreement  are  merged  herein and are  superseded  and
canceled by this Agreement.

                                  Page 9 of 10

<PAGE>


     7.7 Counterparts: This Agreement may be signed in one or more counterparts.

     7.8 Facsimile Transmission  Signatures:  A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.

                                   SHAREHOLDER
                                   RGOSY INTERNATIONAL, LTD.


DATED: April 22, 2002                 BY:/s/ Graham D. Jessop
                                        ----------------------------
                                         GRAHAM D. JESSOP
                                         President


                                   TITANIC EXPLORATIONS LIMITED (BVI)


DATED: April 22, 2002                 BY:/s/ Graham D. Jessop
                                        ----------------------------
                                         GRAHAM D. JESSOP
                                         President


                                   DANEPATH LTD.


DATED: April 22, 2002                 BY:/s/ Graham D. Jessop
                                        ----------------------------
                                         GRAHAM D. JESSOP
                                         President


                                   CLIP 'N PIERCE FASHIONS, INC.


DATED: April 22, 2002                 BY:/s/ Graham D. Jessop
                                        ----------------------------
                                         GRAHAM D. JESSOP
                                         President


DATED: April 22, 2002                 BY:/s/ Carmine J. Bua, III
                                        ----------------------------
                                         CARMINE J. BUA, III
                                         Assistant Secretary and General Counsel


                                  Page 10 of 10