AGREEMENT



        This agreement,  hereinafter  referred to as the  "Agreement",  made and
entered  into this first day of  December,  2000,  by and  between  the  company
International  Institute  of  Oceanographic  Exploration,  a  Limited  Liability
Company,  hereinafter  referred  to as  "IIOE",  which  office  is  based on 325
Waterfront  Drive, Omar Hodge Building,  Wickhams Cay,  Tortola,  British Virgin
Islands  and the  company  RMS  Titanic,  Inc.,  a public  company,  hereinafter
referred to as "RMST",  which office is based on Suite 1225, 3340 Peachtree Road
NE, Atlanta, Georgia 30326, United States of America.

WHEREAS, IIOE and the East Sepik Provincial Government, hereafter referred to as
"ESPG" have  entered  into an  agreement,  hereinafter  referred to as the "ESPG
Agreement" on February 9, 1995.

WHEREAS, IIOE and the Government of Papua New Guinea, hereinafter referred to as
"PNG" have entered into an operating  agreement,  hereinafter referred to as the
"Operating Agreement", on February 15, 1999.

WHEREAS,  the ESPG Agreement and the Operating Agreement grant to IIOE for a ten
(10) year period, as of February 15, 1999, the exclusive right to conduct Marine
Survey  Operations,  hereby  defined  as the  transitory  electronic  and visual
investigation  of the seabed and waters of ESPG to search for and recover wrecks
and their contents.

NOW,  THEREFORE,  in consideration of the promises and of the provisions hereof,
IIOE and RMST agree to the following terms of the Agreement.


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1.        Obligations of RMST
          -------------------

        a.      RMST agrees to fully  finance all Marine Survey  Operations  and
                will  supply all  necessary  personnel  and  fulfill  all of the
                obligations of IIOE.


        b.      Such Marine Survey  Operations are to be conducted  beginning in
                November  , 2000 in the  Sepik  Province  territorial  waters of
                Papua New Guinea, within the terms and conditions defined in the
                ESPG Agreement and in the Operating Agreement,  which agreements
                and their  appendices and all related  documents are fully known
                by RMST and are attached hereto as Appendix 1.

        c.      The financing, as described under article 1.1. above, will be of
                an amount up to US$ 250,000.  A portion of this amount estimated
                to US$ 80,000 has already been  transferred  to a specific  bank
                account which coordinates have been given to RMST.

        d.      Such  amount  of  US$  250,000  is to  finance  exclusively  the
                discovery operations as defined under article 2.b.1.hereinafter.
                Notwithstanding, RMST irrevocably commits to complete all phases
                of the  recovery  expedition  and to  fully  finance  same.  All
                payments will be made on a timely basis.

2.       Obligations of IIOE
         -------------------

        a.      Upon  receipt of the first  financing or portion of it from RMST
                as described under article 1.1. above, IIOE will, without delay,
                commence in the Sepik  waters of Papua New Guinea the  discovery
                expedition.

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        b.      IIOE is obligated to organize the  discovery  expedition  in the
                following manner:



                i.      The discovery expedition will set out with the necessary
                        research vessel(s), side scan sonar, and other equipment
                        and crew, to systematically map and meticulously  search
                        the ocean floor.

                ii.     When   the    identification   of   targets   has   been
                        accomplished,  the crew will deploy necessary  equipment
                        to visually and  photographically  inspect the vessel(s)
                        and make the  determination if it is the correct target,
                        and, if so, inspect the conditions of same.

                iii.    When the location is  determined  and the  target(s) are
                        inspected,  the  recovery  phase of the  contents of the
                        wrecks shall begin.


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3.       Share of proceeds
         -----------------

        c.      IIOE reiterates to RMST that it shall receive an undivided share
                of 50% (fifty  percent) out of the contents  recovered  from the
                wrecks to be salvaged  under the terms of the ESPG Agreement and
                of the Operating Agreement,  less 6% (six percent) to be paid to
                other third parties.

        d.      RMST shall have an undivided share of 22%  (twenty-two  percent)
                to be  taken  within  the  undivided  share  of 44%  (forty-four
                percent) which belongs to IIOE.



        e.      All  financing  provided  by RMST  under the  Agreement  and all
                subsequent  agreements will be fully recoupable by RMST prior to
                distribution  of  proceeds.  IIOE and  Marubada Ltd (a Papua New
                Guinea  company  organized for the purpose of the ESPG Agreement
                and of the Operating  Agreement) expenses shall also be recouped
                before  proceeds  are  distributed.  RMST is hereby  granted the
                right to audit all of the  applicable  books and records of IIOE
                in accordance with the general principles of accounting.

4.       Duration
         --------


        The term of this Agreement is eighteen months.


5.       Governing law and jurisdiction
         ------------------------------


        a.      The  Agreement  is governed by the laws of the State of Georgia,
                United States of America.

        b.      Any dispute  arising in connection  with the Agreement  shall be
                settled by an ad-hoc  arbitration  Committee  composed  of three
                arbitrators.  Each party has the right to appoint one arbitrator
                and the third arbitrator will be appointed by mutual approval of
                the parties. The language of arbitration shall be English.

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RMS Titanic, Inc.                     Institute of International Oceanographic
                                       Exploration

By:                                   By:
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