EMPLOYMENT AGREEMENT


         This  Agreement  is  effective  as  of  the  29th  day  of  June,  2000
("Agreement")  and  is  made  by  and  between  RMS  TITANIC,  INC.,  a  Florida
corporation  ("Company"),  and G.  MICHAEL  HARRIS,  a resident  of the State of
Florida ("Executive").

                                   WITNESSETH:

         WHEREAS, the Company desires to employ Executive in accordance with the
terms and  conditions  contained  in this  Agreement  and  wishes to ensure  the
availability of the Executive's services to the Company;

         WHEREAS, the Executive desires to accept such employment and render his
services  in  accordance  with  the  terms  and  conditions  contained  in  this
Agreement;

         WHEREAS,  the  Executive  and the  Company  desire  to enter  into this
Agreement,  which will fully  recognize the  contributions  of the Executive and
assure harmonious management of the Company's affairs.

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
covenants set forth in this  Agreement,  and intending to be legally bound,  the
Company and the Executive agree as follows:

         1.       Term of Employment

                  (a) Offer/Acceptance/Effective Date. The Company hereby offers
employment to the Executive and the Executive hereby accepts  employment subject
to the terms and conditions set forth in this Agreement.

                  (b) Term.  The term of this  Agreement  shall  commence on the
date first indicated above  ("Effective  Date") and shall remain in effect for a
period of five (5) years thereafter ("Term").

         2.       Duties.

                  (a) General Duties. The Executive shall serve as the Executive
Vice  President  and Chief  Operating  Officer of the  Company  with  duties and
responsibilities that are customary for such executives and any other duties and
responsibilities  specifically  assigned to him by the Board of Directors of the
Company.

                  (b) Best  Efforts.  The  Executive  covenants  to use his best
efforts to perform his duties and  discharge  his  responsibilities  pursuant to
this Agreement in a competent, diligent and faithful manner.

                  (c) Devotion of Time. The Executive shall devote substantially
all of his time,  attention  and energies  during normal  business  hours to the
Company's  affairs  (exclusive of periods of sickness and disability and of such
normal holiday and vacation periods as have been established by the Company).


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         3.       Compensation and Expenses.

                  (a) Base  Salary.  For the  services  of the  Executive  to be
rendered by him under this  Agreement,  the Company  will pay the  Executive  an
annual  base salary of $300,000  (the "Base  Salary")  which shall be subject to
increase  as set  forth  in  subsection  (b)  below.  The Base  Salary  shall be
retroactive from November 26, 1999.

                           The Base Salary  shall be prorated  over the time
period that the Executive performs services under this Agreement in any calendar
year during  which this  Agreement  shall  become  effective  after  January 1st
thereof or shall terminate before December 31st thereof.

                           The Company shall pay the Executive his Base Salary
in equal installments no less than semi-monthly.

                           The Executive  shall have the right, at his election,
to receive  compensation in the form of the Company's  common stock.  Such stock
shall be valued for such  purposes  at fifty  percent  (50%) of the  closing bid
price of the  Company's  common stock as quoted on the OTC  electronic  bulletin
board,  NASDAQ  or  AMEX  (or  other  established  exchange)  as of the  date of
Executive's  election.  Such election may be for all or part of the  Executive's
compensation.  At the beginning of each calendar  quarter,  Executive shall give
the Company  notice of his  election to  exercise  his option to receive  common
stock in lieu of cash compensation.

                  (b) Base Salary  Adjustment.  The Base Salary shall be subject
to a minimum  increase of five percent (5%) effective on each anniversary of the
Effective Date during the Term.

                  (c) Bonus.  Executive  shall be entitled  to a minimum  annual
cash bonus to be paid from funds specifically allocated by the Company for bonus
payments ("Bonus Pool"). The amount of money allocated to the Bonus Pool will be
equal to twenty (20%) of the amount by which the profit of the Company  during a
year exceeds the Company's  annual profit for the fiscal year ended February 29,
2000.  Executive  shall be entitled to receive  bonus  compensation  equal to at
least  one-third (1/3) of the Bonus Pool. Such bonuses may be paid in cash or in
shares of the Company's  common stock at the option of Executive  (valued at 50%
of the closing bid price as at the last day of the Company's fiscal year).

                  (d)  Expenses.   In  addition  to  any  compensation  received
pursuant to this Section 3, the Company  shall  reimburse  the Executive for all
reasonable,  ordinary and necessary  travel,  entertainment  and other  expenses
incurred in connection  with the performance of his duties under this Agreement,
provided that the Executive  properly  accounts for such expenses to the Company
in accordance with the Company's policies and practices.

                  (e) Subsidiary and Affiliate  Payments.  In recognition of the
fact that  during the course of the  performance  of his duties  hereunder,  the
Executive  may provide  substantial  benefits to the Company's  subsidiaries  or
affiliated  companies,  the  Executive  and the Company may at any time and from
time to time agree that all or any portion of the compensation due the Executive
hereunder  may be paid directly to the Executive by one or more of the Company's
subsidiaries or affiliated companies.

                  (f) Stock  Options.  The  Executive or his assigns is entitled
stock options to purchase 500,000 shares of the common stock of Company. Options
to  acquire  500,000  shares of common  stock  shall be  immediately  vested and
exercisable.  The exercise price for all options granted to Executive  hereunder
shall be $1.75 per share,  which is the closing  price of such shares as of June
28, 2000.  The options shall have an exercise  period of ten (10) years from the
date of this Agreement and shall contain a cashless exercise provision. The form
of the option agreement is attached as Exhibit "A".


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           4.     Benefits.

                  (a)  Vacation.  For each  calendar  year during the Term,  the
Executive  shall be entitled to four (4) weeks of vacation  (which  shall accrue
and vest, except as may be hereinafter provided to the contrary, on each January
lst  thereof)  without  loss of  compensation  or other  benefits to which he is
entitled under this Agreement.

                           If the Executive is unable to take all of his
vacation  days  during a year for  which he  becomes  vested  therein,  then the
Executive,  at his sole option,  may elect to (i) carry over any unused vacation
to the next calendar year to be used solely in that next year or (ii) receive an
appropriate  pro rata  portion of his Base Salary  corresponding  to the year in
which the vacation days vested.

                           The  Executive  shall take his vacation at such times
as the  Executive  may  select  and the  affairs  of the  Company  or any of its
subsidiaries or affiliates may permit.

                  (b) Employee Benefit Programs. In addition to the compensation
to which the  Executive  is  entitled  pursuant to the  provisions  of Section 3
above,  during the Term the  Executive  will be entitled to  participate  in any
stock  option  plan,  stock  purchase  plan,  pension or  retirement  plan,  and
insurance or other employee  benefit plan that is maintained at that time by the
Company for its employees, including programs of life, disability, basic medical
and dental, and supplemental medical and dental insurance.

                  (c) Automobile  Allowance.  During the term of this Agreement,
the  Company  shall pay  Executive  up to an  additional  $1,000 per month as an
automobile  allowance plus automobile  insurance to be applied to any automobile
expenses incurred by Executive.

         5.     Termination.

                  (a)  Termination  for Cause.  The  Company may  terminate  the
Executive's  employment  pursuant to this  Agreement  at any time for cause upon
written  notice.  Written  notice  for  cause  may  only be  provided  upon  the
occurrence of the events described in (i) and (ii) below:

                    (i)  the Executive's  conviction of a felony and all appeals
                         with  respect   thereto  have  been   extinguished   or
                         abandoned by the Executive;

                    (ii) the Executive's  conviction of misappropriating  assets
                         or  otherwise  defrauding  the  Company  or  any of its
                         subsidiaries or affiliates;

                  (b) Death or  Disability.  This  Agreement  and the  Company's
obligations  hereunder  will  terminate  upon  the  death or  disability  of the
Executive. For purposes of this Section 5(b), "disability" shall mean that for a
period of six (6) months in any twelve-month  period, the Executive is incapable
of  substantially  fulfilling the duties set forth in this Agreement  because of
physical,  mental or emotional  incapacity  resulting  from injury,  sickness or
disease as determined by an  independent  physician  mutually  acceptable to the
Company and the Executive.  Upon any  termination of this Agreement due to death
or disability,  the Company will pay the Executive or his legal  representative,
as the case may be, his Base  Salary  (which may  include any accrued but unused
vacation  time) at such time  pursuant to Section  3(a) through the date of such
termination of employment (or, if terminated as a result of a disability,  until
the date upon which the disability policy  maintained  pursuant to Section 4 (b)
(ii) begins payment of benefits) plus any other compensation that may be due and
unpaid.  In the event of death or disability of the Executive,  any  obligations
that the  Executive  may owe the Company for repayment of loans or other amounts
shall be forgiven.


<PAGE>


                  (c) Voluntary  Termination.  Prior to any other termination of
this Agreement,  the Executive may, on thirty (30) day's prior written notice to
the Company given at any time,  terminate his employment with the Company.  Upon
any such  termination,  the Company  shall pay the  Executive his Base Salary at
such time  pursuant  to Section  3(a)  through the date of such  termination  of
employment  (which  shall  include any vested and  accrued  but unused  vacation
time).

                  (d)  Termination  without  Cause.  If the  Company  terminates
Executive's  employment  for any reason other than "Cause" as defined in Section
5(a) above, Executive shall be entitled to an immediately lump sum payment equal
to the cumulative  remaining Base Salary payments  described in Section 3(a) due
under the  remaining  term of this  Agreement.  In no event will such payment be
less than 299% of the Executive's Base Salary.

         6.       Restrictive Covenants.

                  (a) Competition with the Company.  The Executive covenants and
agrees that, during the Term of this Agreement,  the Executive will not, without
the prior written consent of the Company,  directly or indirectly  (whether as a
sole proprietor,  partner,  stockholder,  director,  officer, employee or in any
other capacity as principal or agent),  compete with the Company.  Executive has
disclosed and the Company agrees to carve out and exclude from this  restrictive
covenant the Executive's pre-existing equity interest in an entity that exhibits
Titanic   artifacts  in  Orlando,   Florida  that  pre-dates   this   Agreement.
Notwithstanding this restriction, Executive shall be entitled to invest in stock
of other competing  public companies so long as his ownership is less than 5% of
such company's outstanding shares.

                  (b)  Disclosure  of  Confidential  Information.  The Executive
acknowledges  that  during  his  employment  he will  gain  and have  access  to
confidential   information  regarding  the  Company  and  its  subsidiaries  and
affiliates.  The Executive  acknowledges that such  confidential  information as
acquired  and  used by the  Company  or any of its  subsidiaries  or  affiliates
constitutes a special,  valuable and unique asset in which the Company or any of
its subsidiaries or affiliates,  as the case may be, holds a legitimate business
interest.  All records,  files,  materials  and  confidential  information  (the
"Confidential  Information")  obtained  by the  Executive  in the  course of his
employment  with the Company shall be deemed  confidential  and  proprietary and
shall remain the exclusive property of the Company or any of its subsidiaries or
affiliates,  as the case may be. The  Executive  will not,  except in connection
with and as required by his performance of his duties under this Agreement,  for
any reason use for his own  benefit or the  benefit of any person or entity with
which he may be associated, disclose any Confidential Information to any person,
firm,  corporation,  association  or other  entity  for any  reason  or  purpose
whatsoever  without the prior  consent of the Board of Directors of the Company,
unless such information previously shall have become public knowledge through no
action by or omission of the Executive.

                  (c) Subversion,  Disruption or Interference. At no time during
the  term of  this  Agreement  shall  the  Executive,  directly  or  indirectly,
interfere,  induce,  influence,  combine or conspire with, or attempt to induce,
influence, combine or conspire with, any of the employees of, or consultants to,
the Company to terminate their relationship with or compete with or ally against
the Company or any of its  subsidiaries  or  affiliates in the business in which
the Company or any of its subsidiaries or affiliates is then engaged in.


<PAGE>

                  (d) Enforcement of Restrictions. The parties hereby agree that
any  violation by Executive  of the  covenants  contained in this Section 6 will
likely  cause  irreparable  damage  to  the  Company  or  its  subsidiaries  and
affiliates  and may, as a matter of course,  be restrained by process issued out
of a court of competent jurisdiction, in addition to any other remedies provided
by law.

         7.       Change of Control.

                  (a) For the purposes of this Agreement,  a "Change of Control"
shall be deemed to have  taken  place if Arnie  Geller,  G.  Michael  Harris and
Gerald  Couture no longer  comprise a  majority  of the  members of the Board of
Directors.

                  (b) The Company and  Executive  hereby agree that if Executive
is in the employ of the Company on the date on which a Change of Control  occurs
(the  "Change  of  Control  Date"),  the  Company  will  continue  to employ the
Executive  and the  Executive  will  remain in the employ of the Company for the
period  commencing on the Change of Control Date and ending on the expiration of
the Term, to exercise such  authority and perform such  executive  duties as are
commensurate  with the authority  being  exercised and duties being performed by
the Executive immediately prior to the Change of Control Date. If after a Change
of  Control,  the  Executive  is  requested,  and,  in  his  sole  and  absolute
discretion, consents to change his principal business location, the Company will
reimburse  the  Executive  for  his  relocation   expenses,   including  without
limitation,  moving  expenses,  temporary  living and travel expenses for a time
while arranging to move his residence to the changed location, closing costs, if
any,  associated  with the sale of his existing  residence and the purchase of a
replacement  residence  at the  changed  location,  plus  an  additional  amount
representing  a gross-up of any state or federal taxes payable by Executive as a
result of any such reimbursements.  If the Executive shall not consent to change
his  business  location,  the  Executive  may  continue to provide the  services
required of him  hereunder in Pinellas  County,  Florida,  and the Company shall
continue to maintain an office for the Executive at that  location  commensurate
with the Company's office prior to the Change of Control Date.

                  (c)  During  the  remaining  Term  after the Change of Control
Date,  the  Company  will (i)  continue  to honor the  terms of this  Agreement,
including Base Salary and other  compensation set forth in Section 3 hereof, and
(ii)  continue  employee  benefits as set forth in Section 4 hereof at levels in
effect on the Change of Control Date (but subject to such  reductions  as may be
required  to  maintain  such plans in  compliance  with  applicable  federal law
regulating employee benefits).

                  (d) If during  the  remaining  Term on or after the  Change of
Control  Date there  shall have  occurred a material  reduction  in  Executive's
compensation  or employment  related  benefits,  elimination of the  Executive's
office in Atlanta,  Georgia,  a material change in Executive's  status,  working
conditions or management responsibilities,  or a material change in the business
objectives or policies of the Company and the Executive  voluntarily  terminates
employment  within  ninety  (90) days of any such  occurrence,  or the last in a
series of occurrences,  then the Executive shall be entitled to receive, subject
to the  provisions of  subparagraphs  (e) and (f) below, a lump-sum cash payment
equal to 299% of  Executive's  current  Base  Salary  in  addition  to any other
compensation that may be due and owing to the Executive under Section 3 hereof.

                  (e) The  amounts  payable  to the  Executive  under  any other
compensation  arrangement  maintained by the Company which became  payable after
payment of the lump-sum  provided for in paragraph  (d),  upon or as a result of
the exercise by Executive of rights which are  contingent on a Change of Control
(and would be considered a "parachute  payment" under Internal Revenue Code 280G
and regulations  thereunder),  shall be reduced to the extent  necessary so that
such amounts, when added to such lump-sum, do not exceed 299% of the Executive's
Base Salary (as computed in accordance with  provisions of the Internal  Revenue
Code of  1986,  as  amended  and any  regulations  promulgated  thereunder)  for
determining whether the Executive has received an excess parachute payment.  Any
such excess amount shall be deferred and paid in the next tax year.


<PAGE>


                  (f) In the event of a proposed Change in Control,  the Company
will allow the Executive to participate in all meetings and negotiations related
thereto.

         8. Assignability.  The rights and obligations of the Company under this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of the Company, provided that such successor or assign shall acquire all
or  substantially  all of the assets and business of the Company.  The Executive
may assign his rights to  compensation  under this  Agreement to a  corporation,
partnership or trust controlled by the Executive.

         9.  Severability.  If any  provision of this  Agreement is deemed to be
invalid  or  unenforceable  or is  prohibited  by  the  laws  of  the  state  or
jurisdiction  where it is to be performed,  this  Agreement  shall be considered
divisible as to such provision and such  provision  shall be inoperative in such
state or  jurisdiction  and shall not be part of the  consideration  moving from
either of the parties to the other.  The remaining  provisions of this Agreement
shall be valid and binding.

         10. Notice.  Notices given pursuant to the provisions of this Agreement
shall be sent by certified mail, postage prepaid,  or by overnight  courier,  or
telecopier to the following addresses:

                  To the Company:       401 Corbett Street
                                        Suite 470
                                        Clearwater, Florida 33756

                  To the Executive:     16 Winston Drive
                                        Belleair, Florida 33756

                  Either  party  may,  from  time to time,  designate  any other
address  to which any such  notice to it or him shall be sent.  Any such  notice
shall be deemed to have been  delivered  upon the  earlier of actual  receipt or
four days after deposit in the mail, if by certified mail.

         11.      Miscellaneous.

                  (a)  Governing  Law. This  Agreement  shall be governed by and
construed and enforced in accordance with the internal,  substantive laws of the
State of Florida without giving effect to the conflict of laws rules thereof.

                  (b)  Waiver/Amendment.   The  waiver  by  any  party  to  this
Agreement  of a breach of any  provision  hereof by any other party shall not be
construed  as a waiver of any  subsequent  breach by any party.  No provision of
this  Agreement may be  terminated,  amended,  supplemented,  waived or modified
other than by an  instrument  in writing  signed by the party  against  whom the
enforcement of the termination, amendment, supplement, waiver or modification is
sought.

                  (c) Attorney's Fees. In the event any action is commenced, for
the  enforcement of this  Agreement,  the prevailing  party shall be entitled to
reasonable attorney's fee, costs and expenses.

                  (d) Entire  Agreement.  This  Agreement  represents the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
replaces and supersedes any prior agreements or understandings.

                  (e)   Counterparts.   This   Agreement   may  be  executed  in
counterparts, all of which shall constitute one and the same instrument.


<PAGE>


         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
Agreement effective as of the day and year first above written.


COMPANY:

RMS TITANIC, INC.

By:
     ---------------------

Its:
     ---------------------


EXECUTIVE:

     --------------------
      G. Michael Harris