THIS AGREEMENT ("Settlement Agreement") among RMS TITANIC, INC. ("Seller"),
ARGOSY INTERNATIONAL, LTD. ("Purchaser"), GRAHAM JESSOP ("Jessop") and DANEPATH,
LTD. (the "Corporation") dated as of January , 2003.

                              W I T N E S S E T H :

     WHEREAS,  pursuant to the Agreement dated April 2, 2002,  Seller agreed and
did  sell to  Purchaser  all  the  shares  of the  Corporation  pursuant  to the
Agreement; and

     WHEREAS,  the  Corporation  was the owner of the ship  "Explorer"  with all
equipment located thereon and used in connection with the Explorer; and

     WHEREAS,  the Agreement was modified  pursuant to a modification  agreement
dated April 4, 2002 (the  "Original  Modification  Agreement")  and June 1, 2002
(the "Second Modification  Agreement").  The Agreement and the two modifications
are hereinafter collectively referred to as the "Agreement"); and

     WHEREAS,  pursuant  to  the  Second  Modification  Agreement,   Purchaser's
obligation  was modified so that the purchase  price owed to Seller by Purchaser
was ONE  MILLION  FIVE  HUNDRED  THOUSAND  ($U.S.1,500,000)  U.S.  DOLLARS  (the
"Purchase  Price") and the Purchase  Price of ONE MILLION FIVE HUNDRED  THOUSAND
($U.S.1,500,000)  U.S.  DOLLARS  was  reduced  by  Seller's  obligation  to  the
Corporation of TWO HUNDRED FORTY THOUSAND  ($U.S.240,000)  U.S. DOLLARS (without
taking into account the Corporation's  obligation to Seller in the amount of ONE
MILLION   THREE   HUNDRED   SIXTY  TWO  THOUSAND   SEVEN   HUNDRED  FORTY  SEVEN
($U.S.1,362,747) U.S. DOLLARS)); and


<PAGE>

     WHEREAS,  Purchaser  has  paid  Seller  the  sum  of ONE  HUNDRED  THOUSAND
($U.S.100,000) U.S. DOLLARS at the time of signing the Agreement.  The Purchaser
is obligated  to Seller for the  remaining  ONE MILLION  FOUR  HUNDRED  THOUSAND
($U.S.1,400,000)  U.S.  DOLLARS,  which was due October 2, 2002,  together  with
interest at 8% per annum; and

     WHEREAS, to secure Purchaser's obligations to Seller, Purchaser has granted
Seller a security  interest in ONE MILLION  SEVEN  HUNDRED  FOUR  THOUSAND  FIVE
HUNDRED FORTY FIVE (1,704,545)  shares of common stock of Seller owned of record
and  beneficially by Purchaser,  all in accordance with a pledge  agreement (the
"Argosy/Titanic Pledge Agreement") executed on April 2, 2002; and

     WHEREAS,  the  Corporation at the time of the Agreement was owed Seller the
sum of ONE MILLION THREE  HUNDRED  SIXTY TWO THOUSAND  SEVEN HUNDRED FORTY SEVEN
AND 70/100  ($U.S.1,362,747.70)  U.S.  DOLLARS  and as a result of the  Seller's
obligation to the Corporation of TWO HUNDRED FORTY THOUSAND  ($U.S.240,000) U.S.
DOLLARS,  the  Corporation  is owed  Seller the sum of ONE  MILLION  ONE HUNDRED
TWENTY TWO THOUSAND  SEVEN  HUNDRED  FORTY SEVEN AND 70/100  ($U.S.1,122,747.70)
U.S. DOLLARS (the "Seller/Danepath Receivable"); and

                                       2
<PAGE>

     WHEREAS,  pursuant to date of Deed of Covenant and  Mortgage  (collectively
referred to as the "Original  Mortgage")  from the  Corporation  to Seller dated
April 2, 2002 and registered  with the appropriate  governmental  offices in the
United Kingdom on April 4, 2002 and the  Corporation  granted Seller a charge or
lien on the SV  Explorer  (the  "Vessel"),  together  with all of the  equipment
located on the SV Exlorer on April 2, 2002; and

     WHEREAS, Purchaser has defaulted its obligations to Seller in the amount of
the   outstanding   obligation  of  ONE  MILLION  ONE  HUNDRED  SIXTY   THOUSAND
($U.S.1,160,000)  U.S.  DOLLARS,  together with interest from April 2, 2002 (the
"Date of Default"); and

     WHEREAS,  the parties hereto desire as follows:  (a) Purchaser reassigns to
Seller  the  Seller/Danepath  Receivable;  (b)  the  Original  Mortgage  will be
released and discharged; and

     WHEREAS,  Seller organized a United Kingdom limited liability company under
the name of Seatron Limited ("Titanic Subsidiary"); and

     WHEREAS,  a new Deed of  Covenant  and  Mortgage  (the "New  Mortgage")  be
executed and delivered by the Corporation to Seller to secure all monies owed to
Seller by the Corporation; and

     WHEREAS,  at the date of transfer of the Vessel from the Corporation to the
Titanic Subsidiary, the Vessel be subject to the New Mortgage; and

     WHEREAS,  the  Corporation has agreed to transfer the Vessel to the Titanic
Subsidiary for the sum of the Seller/Danepath Receivable; and

                                       3
<PAGE>


     WHEREAS,  Purchaser  shall pay Seller the sum of TWO HUNDRED FIFTY THOUSAND
(U.S.$250,000)  U.S.  DOLLARS  in  consideration  for  expenses  and other  sums
incurred by Seller as a result of the default in the payment of  obligations  of
Purchaser to Seller; and

     WHEREAS, the parties desire to expedite the resolution of the issues raised
by the default by Purchaser to Seller.

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
contained,  and other good and valuable consideration,  all the parties agree as
follows:

     1.  Cancellation  and  Discharge of the Original  Mortgage.  Simultaneously
herewith, Seller releases the Corporation from its obligation under the Original
Mortgage. Nothing contained herein shall release Seller of any monies to be owed
to it by the  Corporation.  Seller  and the  Corporation  acknowledge  that  the
Corporation  is  indebted  to Seller in the amount of ONE  MILLION  ONE  HUNDRED
TWENTY TWO THOUSAND  SEVEN  HUNDRED  FORTY SEVEN AND 70/100  ($U.S.1,122,747.70)
U.S. DOLLARS.

     2. The New  Mortgage.  To secure the  Corporation's  debt owed to Seller on
account  of  the  Seller/Danepath  Receivable,  the  Corporation  simultaneously
herewith  has  executed  and  delivered  to Seller the New  Mortgage,  which New
Mortgage will be recorded in the appropriate governmental office.

     3. Transfer of Seller's  Receivable to Titanic  Subsidiary.  Simultaneously


                                       4
<PAGE>

herewith,  Seller  has  transferred  and  assigned  to  Titanic  Subsidiary  the
Seller/Danepath  Receivable  so  that on the  financial  statements  of  Titanic
Subsidiary,  Titanic  Subsidiary  will have a receivable from the Corporation of
the Seller/Danepath Receivable and the account capital of the Titanic Subsidiary
will include such Seller/Danepath Receivable.

     4. Transfer of Vessel. Immediately subsequent to the recordation of the New
Mortgage, the Corporation will sign and acknowledge a bill of sale of the Vessel
and all documents referring to the transfer of the Vessel to Titanic Subsidiary.
The  consideration  of  the  transfer  of  the  Vessel  shall  be  the  release,
satisfaction and discharge of the Seller/Danepath Receivable.

     5.  Release  and  New  Obligation  by  Purchaser.  Seller  hereby  releases
Purchaser's  obligations  to pay Seller the sum of ONE MILLION ONE HUNDRED SIXTY
THOUSAND  ($U.S.1,160,000)  U.S. DOLLARS arising out of the sale and transfer of
the shares of the  Corporation.  Purchaser shall pay Seller within twelve months
from the date hereof, the TWO HUNDRED FIFTY THOUSAND ($U.S.250,000) U.S. DOLLARS
representing  the expenses and other sums in connection with the transaction set
forth  in this  Agreement.  Purchaser  shall  execute  and  deliver  a  recourse
promissory  note in the sum of TWO HUNDRED FIFTY  THOUSAND  ($U.S.250,000)  U.S.
DOLLARS.

     6. Release and  Discharge  of Seller's  Security  Interest.  Simultaneously
herewith,  Seller has released its  security  interest in the ONE MILLION  SEVEN
HUNDRED FOUR THOUSAND FIVE HUNDRED FORTY FIVE (1,704,545) shares of common stock
of  Seller  owned  of  record  and  beneficially  by  Purchaser.  Purchaser  has
instructed Seller to hold possession of such shares,  all in accordance with the
new stock pledge  agreement  to secure  Purchaser's  obligation  for TWO HUNDRED
FIFTY THOUSAND  ($U.S.250,000) U.S. DOLLARS,  all in accordance with paragraph 5
of this Agreement.

                                       5
<PAGE>

     7.  Collateral.   Simultaneously  herewith,   Purchaser  has  executed  and
delivered  the new stock  pledge  agreement  evidencing  a pledge of ONE MILLION
SEVEN HUNDRED FOUR THOUSAND FIVE HUNDRED FORTY FIVE (1,704,545) shares of common
stock of Seller, representing all of Purchaser's shares of Seller. Purchaser has
delivered  or caused to be  delivered  to Seller its shares of Seller,  together
with a stock power duly executed and guaranteed. The pledge is to secure the TWO
HUNDRED FIFTY THOUSAND  ($U.S.250,000) U.S. DOLLARS obligation owed by Purchaser
to Seller as set forth in paragraph 5 of this Agreement.

     8. Consequences of Settlement  Agreement.  As a result of the provisions of
this Agreement, the respective rights and obligations are as follows:

     (a)  Purchaser's  financial  obligation to Seller in the original amount of
ONE  MILLION  ONE  HUNDRED  SIXTY  THOUSAND  ($U.S.1,160,000)  U.S.  DOLLARS  in
accordance  with the  Settlement  Agreement is released and Seller has no rights
and obligations for said debt against Purchaser.

     (b)  Purchaser  is  obligated  to  Seller in the sum of TWO  HUNDRED  FIFTY
THOUSAND (U.S.$250,000) U.S. DOLLARS and has secured its obligation to Seller by
the pledge of all of Purchaser's shares of Seller with the amount of ONE MILLION
SEVEN HUNDRED FOUR THOUSAND FIVE HUNDRED FORTY FIVE (1,704,545) shares of common
stock of Seller.

                                       6
<PAGE>

     (c) To secure the  Seller/Danepath  Receivable  owed by the  Corporation to
Seller, the Corporation has executed and delivered to Seller the New Mortgage.

     (d) Seller has  transferred,  assigned and delivered to Titanic  Subsidiary
the  Seller/Danepath  Receivable and the Corporation  acknowledges  that it owes
Titanic Subsidiary the amount of the Seller/Danepath Receivable.

     (e) The  Corporation  has  transferred  ownership  of the Vessel to Titanic
Subsidiary and as a result of said transfer,  the Seller/Danepath  Receivable is
of no further legal effect.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement the date above
written.


                                                     RMS TITANIC, INC.


                                                     By


                                                     ARGOSY INTERNATIONAL,  LTD.


                                                     By


                                                     DANEPATH, LTD.


                                                     By



                                                     GRAHAM JESSOP

                                       7
<PAGE>