STOCK PLEDGE AGREEMENT

     Agreement ("Stock Pledge  Agreement") dated this day January 2003,  between
RMS  TITANIC,  INC.  ("Secured  Party"),  having  its  principal  office at 3340
Peachtree Road,  Suite 1225,  Atlanta,  Georgia 30326 and ARGOSY  INTERNATIONAL,
LTD.  ("Debtor"),  having its principal office at P.O. Box 260,  Providenciales,
Turks and Caicos Islands, B.W.I.

                              W I T N E S S E T H :

     WHEREAS,  Debtor is indebted to Secured  Party in the amount of TWO HUNDRED
FIFTY THOUSAND  ($U.S.250,000)  U.S.  DOLLARS,  all in accordance with a certain
agreement  (the  "Settlement  Agreement")  executed  contemporaneously  with the
execution of this Stock Pledge Agreement; and

     WHEREAS,  Secured  Party  desires to have a security  interest in 1,704,000
shares of common  stock of Secured  Party  owned of record and  beneficially  by
Debtor.

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
contained, the parties agree as follows:

     1.  Definitions.  When used  herein,  the terms  set forth  below  shall be
defined as follows:

     (a)  "Obligations"  means all monies owned by Debtor to Secured  Party,  to
wit, the sum of TWO HUNDRED FIFTY THOUSAND  ($U.S.250,000) U.S. DOLLARS, due one
year fro the above  date,  which  are  evidenced  by a note,  a copy of which is
annexed hereto as Exhibit A, together with all expenses and fees as set forth in
this Stock Pledge Agreement.


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     (b)  "Collateral"  means all the shares of Secured Party owed of record and
beneficially by Debtor as of the date hereof, to wit, 1,704,000 shares of common
stock of Secured Party.

     (c) "Event of  Default"  means (i) any default  with  respect to payment or
performance of any of the  Obligations,  or (ii) the breach of any covenant made
by  purchaser  to  seller  as set  forth in the  Purchase  Agreement;  (iii) the
acceleration  of all monies due Secured  Party in  accordance  with the Purchase
Agreement,  or  (iv)  insolvency  of  any  of the  Debtor,  or (v) a  creditor's
committee  is  appointed  for the  business  of any of the  Debtor,  or (vi) the
assignment  for the benefit of creditors or a petition in  bankruptcy,  or for a
receiver or trustee for any or all  property or assets of any of the Debtor,  or
any such receiver or trustee shall have been appointed to any or all property or
assets of any of the Debtor,  or (vii) any of the above  actions or  proceedings
whatsoever are commenced by or against any of the Debtor, or (viii) a proceeding
is filed or  commenced  by or  against  any of the  Debtor  for  dissolution  or
liquidation,  or (ix) any of the Debtor dies (if any  individual) or voluntarily
or involuntarily terminates or dissolves or is terminated or dissolved.

     2.  Pledge of  Collateral.  To secure the payment  and  performance  of the
Obligations,  the Debtor hereby pledges,  assigns and transfers to Secured Party
and grants  Secured  Party a continuing  security  interest in and to all of the
Collateral.

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<PAGE>

     3.  Representations  and  Warranties.  Debtor is the owner of the shares of
stock which is the subject  matter of the Collateral  owned by Debtor,  free and
clear of any claim. Such shares of stock were validly issued, and are fully paid
and non-assessable.

     4. General Covenants.

     (a)  Secured  Party  shall (i)  collect or protect  the  Collateral  or any
proceeds  thereof or give any notice with  respect  thereto;  (ii)  preserve the
rights  of any of the  Debtor  with  respect  to the  Collateral  against  prior
parties;  (iii) preserve rights against any parties to any instrument or chattel
paper which may be a part of the Collateral; (iv) sell or otherwise realize upon
the Collateral; or (v) seek payment from any particular source. Without limiting
the  generality of the  foregoing,  Secured Party shall not be obligated to take
any action in connection with any conversion,  call,  redemption,  retirement or
any other event relating to any of the Collateral.

     (b) After payment or part of Obligations,  Secured Party may, at its option
retain all or any  portion  of the  Collateral  as  security  for any  remaining
Obligations  and retain this  agreement  as evidence  of such  security.  Debtor
agrees to reimburse Secured Party on demand, for any amounts paid or advanced by
Secured Party for the purpose of preserving  the  Collateral or any part thereof
and/or any  liabilities or expenses  incurred by Secured Party as the transferee
or holder of the Collateral. Secured Party shall exercise reasonable care in the
custody and  preservation of the Collateral to the extent required by applicable
statute  and use its  best  efforts  to  take  such  action  as the  Debtor  may
reasonably  request in writing  but the  failure to do any such act shall not be
deemed to exercise reasonable care.

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<PAGE>

     5. Rights and Remedies. Secured Party shall have, by way of example and not
of limitation,  the rights and remedies in subparagraph (a) of this paragraph at
all times prior to and/or after the  occurrence of an Event of Default and shall
have all the rights and remedies  enumerated  herein after the  occurrence of an
Event of Default.

     (a) The  Collateral  consists of shares of common  stock of Secured  Party.
None of the shares of the Collateral  have been  registered  with the Securities
Act of 1933,  as amended.  The class of common stock of Secured Party are traded
by a national market system of the National  Association of Securities  Dealers,
Inc.  (NASD).  Debtor's shares of common stock subject t the Collateral can only
be  disposed in  accordance  with Rule 144  promulgated  by the  Securities  and
Exchange  Commission or any other  exemption.  Debtor acquired all the shares of
common  stock of  Secured  Party in April of 2001.  If  Debtor  does not pay the
Obligations  when  due,  Secured  Party  may  dispose  of  such  portion  of the
Collateral that will satisfy all the obligations  defined in subparagraph (a) of
paragraph 1. Such  disposition  shall be by a public sale.  Secured  Party shall
have one or more sales  resulting in the proceeds of such public sale. Each such
sale shall be at any time and place and on any terms. Secured Party may purchase
all or a portion of the  Collateral  at such public  disposition.  Secured Party
shall comply with ss. 9-611 of the Georgia Uniform Commercial Code (Notification
Before  Disposition of Collateral)  with respect to any sale. The application of
any proceeds from any sale and any surplus,  if any, therefrom shall be governed
by ss. 9-608 of the Uniform Commercial Code of Georgia.

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<PAGE>

     (b) Notwithstanding  anything to the contrary contained herein,  Debtor may
sell any of the  Collateral  if it has an  exemption  from any  requirements  of
registration under ss. 5 of the Securities Act of 1933. Debtor is aware that any
such sale must comply with any  exemption  of the sale of shares not  registered
with any compliance  with the  Securities Act of 1933, as amended.  Debtor shall
give  Secured  Party  thirty days'  notice  prior to such  proposed  sale.  Such
proceeds  of  such  sale  shall  be used  to  reduce  or  discharge  the  entire
Obligations.

     (c) Secured Party, may at its option and without notice:  (i) transfer into
its name or the name of its nominee all or any part of the Collateral  including
stock, bonds and other securities; (ii) demand, sue for, collect and receive all
interest,  dividends,   including  liquidating  dividends,  and  other  proceeds
thereof,  and hold same as  security  for  payment  of  Obligations  or, if cash
proceeds,  apply same as payment thereof;  (iii) notify any person obligation on
any of the  Collateral  of the security  interest of Secured  Party  therein and
request such person to make payment  directly to Secured Party,  or (iv) demand,
sue for,  collect or make any  settlement or  compromise  deems  desirable  with
respect to any of the Collateral.

     (d) If any Event of Default  shall occur,  then or at any time  thereafter,
while  such Event of Default  shall  continue,  Secured  Party may  declare  all
Obligations to be due and payable regardless of their terms, for the purposes of
this agreement, without notice, protest, presentment or demand, all of which are
hereby  expressly  waived by the Debtor.  At or after such time,  Secured  Party

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<PAGE>

shall have,  in  addition to any other  rights and  remedies  contained  in this
agreement,  and  any  other  agreements,   guarantees,  notes,  instruments  and
documents  heretofore,  now or at any time or times  hereafter  executed  by the
Debtor,  and  delivered  to Secured  Party,  all of the rights and remedies of a
pledgee,  under law, including without limitation all of the rights and remedies
of a under the  Uniform  Commercial  Code in force in the State of Georgia as of
the date  hereof,  all of which  rights and remedies  shall be  cumulative,  and
non-exclusive, to the extent permitted by law.

     6.  Notices.  All notices and payments  shall be sent to Secured  Party and
Debtor at the address set forth above  either by telex,  telegram or first class
mail,  postage  prepaid.  Either  party may  change its place for notice by like
notice.

     7. General.

     (a) Each  reference  hereto to Secured Party shall be deemed to include its
successors and assigns, and each reference to the Debtor and the undersigned and
any  pronouns  referring  thereto  as used  herein  shall  be  construed  in the
masculine,  feminine or neuter,  singular or plural, as the context may require,
and shall be deemed to include the heirs, administrators, legal representatives,
successors  and  assigns of the  undersigned,  all of whom shall be bound by the
provisions hereof.

     (b) No  delay  on the  part of  Secured  Party  in  exercising  any  rights
hereunder  or failure  to  exercise  the same shall  operate as a waiver of such
rights; no notice to or demand on any of the undersigned shall be deemed to be a


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<PAGE>

waiver of any  obligations of any of the  undersigned or of the right of Secured
Party to take  other or  further  action  without  notice or demand as  provided
herein.  In any event, no modification or waiver of the provisions  hereof shall
be effective  unless in writing and signed by Secured Party nor shall any waiver
be applicable except in the specific instance or matter for which given.

     (c)  The  undersigned   hereby  certifies  and  covenants  that  all  acts,
conditions  and things  required to be done and  performed  and to have happened
precedent to the creation and issuance of this  agreement and to constitute  the
same the valid and legally  binding  obligation of the undersigned in accordance
with its terms, have been done and performed and have happened in due and strict
compliance with all applicable laws.

     (d) This  Stock  Pledge  Agreement  is and shall be deemed to be a contract
entered into and made  pursuant to the laws of the State of Georgia and shall in
all respects be governed, construed, applied and enforced in accordance with the
laws of said state, in the event that Secured Party brings any action  hereunder
in any court of record of Georgia or the Federal Government, the Debtor consents
and confers  personal  jurisdiction  over the Debtor by such court or courts and
agrees  that  service of process may be made upon the  undersigned  by mailing a
copy of the  summons to the Debtor in the manner  specified  in  paragraph  7(f)
hereof; and in any action hereunder the undersigned waives the right to demand a
trial by jury.

     (e) Wherever possible,  each provision of this Stock Pledge Agreement shall
be interpreted in such manner as to be effective and valid under applicable law.


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<PAGE>

Should any portion of this Stock Pledge  Agreement  be declared  invalid for any
reason in any  jurisdiction,  such  declaration  shall  have no effect  upon the
remaining  portion of this  agreement.  Furthermore,  the entirety of this Stock
Pledge  Agreement  shall  continue  in  full  force  and  effect  in  all  other
jurisdictions  and said remaining  portions of this Stock Pledge Agreement shall
continue in full force and effect in the subject  jurisdiction  as if this Stock
Pledge Agreement had been executed with the invalid portions thereof deleted.

     (f) Any notice given by the undersigned shall be effective only upon actual
receipt by Secured Party, at Secured Party's  address.  Any notice Secured Party
may elect to give  hereunder  shall be deemed  to be given if  deposited  in the
United States mail, return receipt  requested,  postage prepaid and addressed to
the  undersigned  at the address  appearing  on the books and records of Secured
Party for the undersigned.

     (g) Debtor shall be obligated and pay Secured Party in connection  with the
enforcement of its rights set forth in this Stock Pledge Agreement.

     (h) The section headings are included for convenience only and shall not be
deemed to be a part of this Stock Pledge Agreement.

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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Stock Pledge
Agreement the day and year first above written.

                                                     RMS TITANIC, INC.


                                                     By
                                                     Arnie Geller, President



                                                     ARGOSY INTERNATIONAL, LTD.




                                                     By
                                                     Graham Jessop, President



     The  undersigned,  hereby  acknowledges  receipt of _______shares of common
stock of RMS Titanic,  Inc.,  which  constitutes  the  Collateral as hereinabove
defined in paragraph 1(b).


                                            RMS TITANIC, INC.




                                            By
                                            Arnie Geller, President

PromNote RMS Argosy


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<PAGE>


                                    EXHIBIT A


                                 PROMISSORY NOTE



$U.S.250,000.00.                                          Dated: January  , 2003




     FOR VALUE RECEIVED, the undersigned,  ARGOSY INTERNATIONAL,  LTD. ("Maker")
hereby  promises to pay to RMS TITANIC,  INC.  ("Payee") or its order the sum of
TWO HUNDRED FIFTY THOUSAND  ($U.S.250,000.00)  U.S.  DOLLARS.  Said sum shall be
paid one year from the date hereof (the "Maturity  Date") at Payee's  offices in
Atlanta, Georgia, or such other place designated in writing by Payee.

     All  payments  shall  be first  applied  to  interest  and the  balance  to
principal.  This Note may be prepaid,  at any time, in whole or in part, without
penalty. All prepayments shall be applied in reverse order of maturity.

     This Note is subject to an agreement (the  "Settlement  Agreement") of even
date amongst Maker,  Payee,  Danepath Limited and Graham Jessop.  The payment of
this Note is secured by a Stock Pledge Agreement between Maker and Payee of even
date.

     The  obligations  set forth in this Note are secured by certain assets (the
"Collateral") set forth in a security agreement of even date.

     The undersigned  and all other parties to this Note,  whether as endorsers,
guarantors or sureties,  agree to remain fully bound  hereunder  until this Note
shall be fully paid and waiver demand,  presentment  and protest and all notices
hereto  and  further  agree to  remain  bound,  notwithstanding  any  extension,
renewal,  modification,  waiver,  or other  indulgence by any holder or upon the
discharge  or  release of any  obligor  hereunder  or to this Note,  or upon the
exchange,  substitution,  or release of any  collateral  granted as security for
this Note. No  modification  or indulgence by any holder hereof shall be binding
unless  in  writing;  and any  indulgence  on any one  occasion  shall not be an
indulgence  for any  other or future  occasion.  Any  modification  or change of
terms,  hereunder granted by any holder hereof,  shall be valid and binding upon
the undersigned,  notwithstanding the acknowledgment of the undersigned, and the
undersigned does hereby irrevocably grants a power of attorney to enter into any
such  modification  on its  behalf.  The  rights of any holder  hereof  shall be
cumulative  and not  necessarily  successive.  This Note shall take  effect as a
sealed  instrument  and shall be construed,  governed and enforced in accordance
with  the laws of the  state  first  appearing  at the  head of this  Note.  The
undersigned hereby executes this Note as principal and not as surety.


                                                     ARGOSY INTERNATIONAL, LTD.



                                                     By


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