UNITED STATES DISTRICT COURT FOR THE
                          EASTERN DISTRICT OF VIRGINIA
                                Norfolk Division

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LAWRENCE D'ADDARIO, suing individually and derivatively on behalf of RMS
TITANIC, INC.,

                                    Plaintiff,

                                                        Case No. 2:02cv250 (RBS)
v.

ARNIE GELLER, STEVEN COUTURE, as Executor of the Estate of Gerald Couture, and
RMS TITANIC, INC.,

                                    Defendants.
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                              SETTLEMENT AGREEMENT

         Plaintiff Lawrence D'Addario ("Plaintiff"), on the one hand, and
defendants Arnie Geller, Steven Couture, as Executor of the Estate of Gerald
Couture, and R.M.S. Titanic, Inc. (collectively, Defendants), on the other hand,
enter into this agreement ("Settlement Agreement") contingent upon the
occurrence of the events described in Paragraph 1 below:
         WHEREAS, after three and a half years of litigation, the parties
resolve to amicably settle this litigation in an effort to avoid or reduce any
further expense associated with the continued litigation over the matters raised
in the complaints filed in the above-captioned matter in April 2002 and filed in
the action styled Shuttle v. Geller, Case No. 8:03CV2515-T-26(MAP) (the "Class
Action") in November 2003, pending in the United States District Court for the
Middle District of Florida;
         NOW, THEREFORE, IT IS AGREED by the undersigned parties, in
consideration of the mutual undertakings contained herein and for other valuable
consideration, the sufficiency of which is hereby acknowledged, that:

<PAGE>

1.       In addition to paragraphs 3 and 4 below,  the terms of this  Settlement
         Agreement are contingent  upon each and every of the following  events:
         (1) the  United  States  District  Court for the  Eastern  District  of
         Virginia's (the "Virginia Court") approval of this Settlement Agreement
         in the above-styled  action (the "Derivative  Action") after a fairness
         hearing  as  contemplated  by Rule 23.1 of the  Federal  Rules of Civil
         Procedure; (2) the Virginia Court's approval of the method and contents
         of the notice of this Settlement Agreement to RMST's shareholders;  (3)
         the entry of final  judgment  by the  Virginia  Court;  (4) the  United
         States  District  Court  for the  Middle  District  of  Florida's  (the
         "Florida Court") approval of this Settlement Agreement and notice after
         a fairness  hearing as  contemplated by Rule 23(e) of the Federal Rules
         of Civil  Procedure,  in the Class  Action;  and (5) the entry of final
         judgment by the Florida Court;

2.       The Corporate  Governance Plan, attached hereto as Exhibit A, is hereby
         incorporated  by reference and shall be deemed part of this  Settlement
         Agreement;

3.       Upon the  occurrence  of the events  described  in  paragraph  1 above,
         defendants  shall pay $300,000 to plaintiff's  counsel,  Storch Amini &
         Munves PC ("SAM"), in settlement of all fees and costs incurred by SAM;
         Brydges,  Geroe,  Rosenblatt  & O'Brien,  PLLC;  Bales & Sommers,  P.A.
         (collectively,   "D'Addario  and  Shuttle  Counsel");  and  plaintiff's
         out-of-pocket  expenses.  Defendants  must pay this fee within 5 (five)
         business days of the occurrence of the events  described in paragraph 1
         above. Failure of Defendants to pay D'Addario and Shuttle Counsels' fee
         shall be deemed a breach of this Settlement Agreement.

<PAGE>

4.       Upon the  occurrence  of the events  described  in  paragraphs  1 and 3
         above,  the parties  shall  execute  mutual  releases  arising from the
         claims   asserted   in  the   Derivative   Action  and  Class   Action,
         respectively.  Notwithstanding the issuance of releases, nothing herein
         shall be construed to prevent a party from seeking injunctive relief to
         enforce  the terms of this  Settlement  Agreement,  as  provided in the
         Corporate Governance Plan.

5.       Upon the  occurrence  of the events  described in paragraphs 1, 3 and 4
         above,  all parties  agree to be bound by the terms of this  Settlement
         Agreement.

6.       All parties  agree to use  reasonable  efforts to seek approval of this
         Settlement  Agreement  from both the  Virginia  Court  and the  Florida
         Court.

7.       This  Settlement   Agreement  and  all  disputes   arising  under  this
         Settlement  Agreement  shall be  governed  by the laws of the  State of
         Florida, without regard to its conflict of laws principles.

8.       The failure of any party to this Settlement  Agreement to object to, or
         to take  affirmative  action with  respect to, any conduct of any other
         party which is in violation of the terms of this  Settlement  Agreement
         shall not be  construed  as a waiver of the  violation or breach of any
         future violation,  breach or wrongful  conduct.  All waivers must be in
         writing  by the party  purporting  to have  waived any right or benefit
         hereunder, and no single waiver shall constitute any future waiver with
         respect to any terms of this Settlement Agreement.

9.       None of the signatories  hereto or their counsel shall be considered to
         be the drafter  hereof or any  provision  hereof for the purpose of any
         statute,  case law or rule of interpretation or construction that would

<PAGE>

         or might  cause any  provision  to be  construed  against  the  drafter
         hereof.

10.      The undersigned  parties mutually warrant that no promise or inducement
         has been offered to any of them relating to the subject matters of this
         Settlement  Agreement,  other  than as  stated  herein,  and that  this
         Settlement Agreement is executed without reliance upon any statement or
         representations  by  any  of  the  parties  released  herein  or  their
         representatives,   agents  or  attorneys.   This  Settlement  Agreement
         constitutes the entire agreement between the parties hereto relating to
         the  subject  matter  of this  Settlement  Agreement  and  there are no
         agreements,  undertakings  or conditions  between such parties that are
         not stated therein.

11.      No provision of this Settlement Agreement creates any right on the part
         of or is enforceable by any person or entity that is not a signatory to
         this Settlement  Agreement.  There are no third-party  beneficiaries to
         this Settlement Agreement.

12.      The  Settlement  Agreement  cannot be  altered  or  amended  absent the
         written  consent of the  parties  hereto  and/or  their  successors  or
         assigns.

13.      This  Settlement  shall be binding upon and inure to the benefit of the
         parties hereto and their respective successors or assigns.

14.      The parties have read this Settlement Agreement and have consulted with
         and received the advice of competent  counsel before entering into this
         Settlement Agreement.

15.      The  undersigned  represent  and warrant  that they are  authorized  to
         execute  this  Settlement  Agreement  on  behalf  of  their  respective
         entities.

<PAGE>

16.      This   Settlement   Agreement   may  be   executed  in  any  number  of
         counterparts,  in either original or facsimile form, each of which will
         be deemed to be an original,  and all of which when taken together will
         constitute a single instrument.  This Settlement Agreement shall not be
         binding until signed by all parties.

AGREED TO AND ACCEPTED BY:

Lawrence D `Addario:                ____________________       Date:__________



Arnie Geller:                       ____________________       Date:__________



Steven Couture, as Executor
Of the Estate of Gerald Couture     ____________________       Date:__________



R.M.S. Titanic, Inc.                ____________________       Date:__________
         By:
         Title:



Premier Exhibitions, Inc.           ____________________       Date:__________
         By:
         Title: