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                                TABLE OF CONTENTS

                                                                       Page
                                                                       ----

RECITALS .................................................................1

I.     Definitions .......................................................1

II.    The Expedition ....................................................4

III.   Financing the Expedition ..........................................8

IV.    Exclusive Access Rights ...........................................9

V.     Media Coverage ...................................................11

VI.    The Programs; Production of the Programs; Program Budget .........12

VII.   Ownership of Programs; Use of Programs ...........................13

VIII.  Ownership and Exploitation of Expedition Recordings ..............14

IX.    Discovery Home Video Exploitation ................................18

X.     On-Line Exploitation .............................................18

XI.    Promotional Reel .................................................19

XII.   Exhibition of Artifacts; Corporate Sponsorships of Exhibition ....20

XIII.  Merchandising Rights .............................................20

XIV.   Rights in the Image ..............................................20

XV.    First Negotiation Right ..........................................21

XVI.   Agents' Fees .....................................................21

XVII.  Representations and Warranties ...................................21

XVIII. Confidentiality ..................................................22

XIX.   Indemnity ........................................................22
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XX.    Notices ..........................................................23

XXI.   Relationship of Parties ..........................................23

XXII.  Default ..........................................................23

XXIII. Miscellaneous ....................................................24


                                      -ii-
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       Agreement, dated as of July 15, 1998 (this "Agreement"), by and between
Discovery Communications, Inc. ("Discovery"), a Delaware corporation having its
principal place of business at 7700 Wisconsin Avenue, Bethesda, Maryland 20814
and RMS Titanic, Inc., a Florida corporation having its principal place of
business at 17 Battery Place, Suite 203, New York, New York 10004 ("RMST").

                                    RECITALS

       The parties hereto are involved in the undertaking of the Titanic
shipwreck scientific research expedition and recovery operation by RMST that is
scheduled to occur during the period (the "Expedition Period") of August 3, 1998
through September 1, 1998 (the "Expedition") and the production and delivery of
the documentary television programs described below on the subject of the
Titanic shipwreck and the Expedition (the "Programs" and, together with the
Expedition, are referred to collectively as the "Project").

       In consideration of the foregoing and of the mutual promises and
covenants hereinafter set forth, the parties hereto hereby agree as follows:

I.     Definitions. As used herein, the following terms shall have the
       respective meanings set forth below:

       A.     "Discovery Programming Services" shall mean ah programming
              services in which Discovery at such time has an ownership interest
              or controls or shares control of programming decisions, or to
              which Discovery supplies programming in a block for exhibition,
              including, without limitation, under the names and marks "TDC",
              "Discovery Channel", "TLC", "The Learning Channel", "Animal
              Planet", "The Travel Channel", "Discovery Kids", "People + Arts",
              "Wings", "Discovery En Espanol" and any other Discovery trademarks
              and any other logos or variations incorporating the same.

       B.     "Electronic Media Rights" shall mean the rights to reproduce,
              copy, modify, adapt, create derivatives, use or otherwise exploit
              any portion of any work in combination with or as a composite of
              other content of any nature, including, without limitation, text,
              data, photographs, illustrations, and/or video or audio segments,
              and to record or otherwise store the resulting combination or
              composite product on any physical electronic medium from which the
              contents can be accessed and retrieved by means of a central
              processing unit, whether now known or hereafter to become known,
              including, without limitation, magnetic tape, diskette,
              interactive CD, CD-ROM, laser disk, optical disk, integrated
              circuit card and chip and to distribute the resulting combination
              or composite product on such medium by any means, where such
              resulting composite product is of an interactive nature.

       C.     "Expedition Recordings" shall mean (i) the Wreck Site Recordings
              and (ii) all other audio recordings, still photographs and film,
              video and other motion
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              picture images (in all formats and however recorded) made by or on
              behalf of (on behalf of does not include Stardust or any other
              entity or individual retained by Discovery) RMST in the North
              Atlantic during the Expedition.

       D.     "Footage Rights" shall mean the right to license the use of
              limited portions of a production for inclusion in an unrelated
              production, which unrelated production may be exploited in any
              media.

       E.     "Home Video Rights" shall mean the rights to distribute, license,
              sell, rent and/or otherwise exploit (collectively "distribute" or
              "distribution" as applicable) an audio-visual work on video
              cassettes, videodiscs or in any other analogous format now known
              or hereafter invented, for private viewing of the visual images
              and synchronized audio-track by means of a playback device which
              causes a visual image of the work to appear on the screen of a
              television receiver or comparable device, where both the playback
              device and the receiver are located in consumer homes.
              Notwithstanding the foregoing, Home Video Rights does not include
              any Electronic Media Rights involving interactive technology.

       F.     "Last Premiere" shall mean the date of the world premier of the
              Science Program.

       G.     "NBC" as defined in Section IIC.

       H.     "NBC Programs" shall mean the live "Dateline" segment covering the
              Expedition, the segment of the "Today Show" covering the
              Expedition and segments of news broadcasts on NBC incorporating
              Expedition Recordings.

       I.     "NBC Recording" shall mean recordings (audio, visual, etc.) taken
              at the Wreck Site during the Expedition, which recordings contain
              therein an NBC correspondent.

       J.     "Net Revenue" shall mean have the meaning set forth on Schedule 1
              hereto.

       K.     "Non-Standard Television Rights" shall mean any and all forms of
              television distribution, exhibition and display, whether now
              existing or hereafter developed, other than by the exercise of
              Standard Television Rights, including, without limitation,
              exploitation on a subscription, license, rental, sale or other
              basis (but not including theatrical exhibition to paying
              audiences, Home Video Rights and Non-Theatrical Rights).
              Non-Standard Television Rights shall include, but not be limited
              to, exhibition by cable, pay cable, "over-the air pay" or
              subscription television, master antenna, low power television,
              closed circuit,


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              hotel (for private in-room viewing only), multipoint distribution
              service and direct broadcast satellite service, video-on-demand
              and near video-on-demand.

       L.     "Non-Theatrical Rights" shall mean the distribution of a work in
              all formats and by all means of technology now in existence or
              hereafter discovered (other than Television) to schools,
              libraries, churches, museums, hospital, prisons, summer camps,
              airline, cruise and other markets customarily referred to as
              "in-flight" or "transportation", or private businesses; provided,
              that Non-Theatrical Rights shall not include (i) any distribution
              to any person, entity or venue (including, without limitation,
              those described above, cinemas and concert halls) for any
              exploitation or exhibition to audiences where a charge for
              admission is made and (ii) any Electronic Media Rights or any
              other distribution involving or utilizing computer or other
              interactive technology (including, without limitation, video
              discs).

       M.     "Other Productions" shall mean productions for exhibition in all
              or any media format, whether now existing or hereinafter created,
              for theatrical and non-theatrical purposes, and which are either
              (i) intended for initial exhibition in all or some part of the
              world via a Discovery Programming Service, regardless of whether
              or not Discovery is the copyright proprietor of such Other
              Production (i.e., Discovery's Footage Rights will apply to
              Discovery-owned productions as well as productions and presales in
              which exhibition rights for Discovery Programming Services are
              merely licensed), or (ii) are produced or co-produced by Discovery
              or an affiliate thereof.

       N.     "On-Line Rights" shall mean the right to reproduce, copy, modify,
              adapt, create derivatives, use or otherwise exploit any portion of
              any work in combination with or as a composite of other content of
              any nature, including, without limitation, text, data,
              photographs, illustrations for video or audio segments, and to
              store the resulting combination or composite product in one or
              more central processing units for the purpose of permitting third
              parties to access and retrieve portions of such resulting product
              by means of any public or proprietary on-line computerized
              interactive information retrieval network or system.

       O.     "Standard Television Rights" shall mean conventional, over-the-air
              television distribution of programming by a UHF or VHF television
              broadcast station, the video and audio portions of which are
              intelligibly receivable without charge by means of standard roof
              top or television set built-in antennas; provided, that broadcasts
              like those in England by the BBC shall be considered to be the
              exercise of Standard Television Rights.

       P.     "Stills" are still photographic images.


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       Q.     "Television Rights" shall mean Standard Television Rights and
              Non-Standard Television Rights.

       R.     "Titanic Image" shall mean an image of any of (i) the Titanic, as
              it appears on the ocean floor, (ii) the debris field surrounding
              the Titanic, or (iii) an artifact recovered from the wreck site of
              the Titanic during the Expedition.

       S.     "Wreck Site Recordings" shall mean all audio recordings, still
              photographs and film, video and other motion picture images (i)
              (in all formats and however recorded) made undersea or on the
              ocean floor at or in the vicinity of the Titanic wreck site during
              the Expedition, and (ii) taken during the Expedition of artifacts
              recovered from the wreck site during the Expedition, in each case,
              exclusive of such images which contain therein an image of NBC
              personnel and do not contain a Titanic Image.

II.    The Expedition. The Expedition shall consist of the following activities
       and events:

       A.     Vessels. The vessels (collectively, the "Vessels") that will be
              participating in the Expedition are the following (and it shall be
              a precondition to the effectiveness of this Agreement that RMST
              shall have entered into each of the charter agreements described
              below):

              (i)    The Ocean Voyager vessel, together with its submersibles
                     and other assets and facilities (the "Ocean Voyager")
                     belonging to Aqua+, a subsidiary of the Canal+ Group
                     ("Aqua+"), which vessel shall be chartered by RMST,
                     pursuant to a Charter Agreement to be entered into between
                     RMST and Aqua+ (the "Ocean Voyager Charter Agreement"). The
                     Ocean Voyager Charter Agreement shall provide, without
                     limitation, that:

                     (a)    the Ocean Voyager shall contain thereon at least all
                            of the equipment listed on Schedule 1(a) hereto;

                     (b)    the term of the charter shall be for 41 days; and

                     (c)    the cost of the charter, including for food and
                            fuel, shall be $600,000.

              In no event shall RMST execute the Ocean Voyager Charter Agreement
              unless Discovery has reviewed and consented to the form and
              substance thereof, which consent shall not be unreasonably
              withheld. Discovery hereby acknowledges that the form and
              substance of the charter agreement for the Ocean Voyager entered
              into by RMST in connection with the 1996 expedition


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              to the Titanic, as modified to reflect the provisions of
              subdivisions (a) through (c) of this subparagraph (i), is
              acceptable to Discovery.

              (ii)   The Nadir vessel, together with its submersible the Nautile
                     and other assets and facilities, (the "Nadir") belonging to
                     the French Institute for the Research and Exploration of
                     the Seas ("IFREMER") pursuant to an agreement between RMST
                     and IFREMER (the "IFREMER Charter Agreement"), which
                     IFREMER Charter Agreement shall provide, without
                     limitation, that:

                     (a)    the Nadir, together with the Nautile, shall contain
                            thereon all equipment required to support live
                            television programming of the Expedition;

                     (b)    the term of the charter shall be for 38 days, and
                            Punta Delgada shall be the home port; and

                     (c)    the cost of the charter, including for crew, food,
                            fuel and engineering to support live television
                            programming of the Expedition, shall be $1,150,000
                            (provided that such amount does not include the fee
                            of $30,000 for "connectors" required for the live
                            broadcast, which fee shall be paid by or on behalf
                            of Discovery);

              In no event shall RMST execute the IFREMER Charter Agreement
              unless Discovery has reviewed and consented to the form and
              substance thereof. Discovery hereby acknowledges that the form and
              substance of the charter agreement for the Nadir entered into by
              RMST in connection with the 1996 expedition to the Titanic, as
              modified to reflect the provisions of subdivisions (a) through (c)
              of this subparagraph (i), is acceptable to Discovery.

              (iii)  The Abeille Supporter vessel together with its remote
                     operating vehicle the Abyssub ROV 1 and other assets and
                     facilities, (the "Abeille") belonging to Travocean,
                     pursuant to an agreement between RMST and Travocean (the
                     "Travocean Agreement"), which Travocean Charter Agreement
                     shall provide, without limitation, that:

                     (a)    the Abeille, together with the Abyssub ROV 1,
                            Nautile, shall contain thereon such equipment as
                            required to support live television programming of
                            the Expedition;

                     (b)    the term of the charter shall be for 37 days, and
                            Bayonne, France shall be the home port; and


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                     (c)    the cost of the charter, including for crew, food,
                            fuel and engineering to support live television
                            programming of the Expedition, shall be $950,000
                            (RMST has prepaid $250,000 of such amount, which
                            $250,000 shall be reimbursed by Discovery not later
                            than 7 business days from the date this Agreement is
                            executed and delivered by the parties hereto);

              In no event shall RMST execute the Travocean Agreement unless
              Discovery has reviewed and consented to the form and substance
              thereof, which consent shall not be unreasonably withheld, and
              Discovery hereby consents to the execution by RMST of the
              Travocean Agreement in the form attached hereto as Schedule II(a)
              (iii).

              (iv)   The Magellan 725 ROV vessel together with its other assets
                     and facilities, (the "Magellan") belonging to Oceaneering,
                     pursuant to an agreement between RMST and Oceaneering (the
                     "Oceaneering Agreement"), which Oceaneering Agreement shall
                     provide, without limitation, that:

                     (a)    the term of the charter shall be for 41 days; and

                     (b)    the cost of the charter, including for crew, food,
                            fuel and mobilization and demobilization costs and
                            travel expenses of personnel shall be $600,000.

              In no event shall RMST execute the Oceaneering Agreement unless
              Discovery has reviewed and consented to the form and substance
              thereof, which consent shall not be unreasonably withheld.

       B.     Imaging. In addition to the Vessels, Discovery intends to enter
              into agreements with Polaris, the Willards, Meridian and Woods
              Hole Oceanographic Institute, and/or Billy Lange and Dave Gallo
              (collectively, the "Imaging Entities") to provide at sea
              operations and equipment coordination during the Expedition to
              acquire Wreck Site Recordings of the Titanic wreck site, including
              installation and supervision of camera equipment, and all
              necessary personnel to achieve deep penetration imagery, and to
              survey the debris field, create a "mosaic" of the bow and stern,
              and create from the "mosaic" a three dimensional computer
              generated rendition of the Titanic wreck site as it appears on the
              ocean floor (such computer generated rendition, the "Image"). The
              aggregate consideration to be paid for such services shall not
              exceed $1,000,000. Discovery shall ensure that each agreement
              entered into with an Imaging Entity shall contain an
              acknowledgment from such Imaging Entity that RMST is the sole
              owner of the copyrights and all other


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              rights in and to all still photographs and film, video and other
              motion picture images of the Titanic and the surrounding debris
              field obtained by such Imaging Entity during the Expedition,
              including, without limitation, the mosaic and the Image and that
              all of the same shall have been created on a work-for-hire basis,
              as such term is defined by the U.S. Copyright Act. To the extent
              that Discovery has any ownership rights therein, Discovery hereby
              assigns all such ownership rights therein to RMST. Each such
              Imaging Entity shall be licensed only such limited use of the
              images created thereby as are required for the performance of the
              applicable agreement therewith, and, as agreed by RMST, for
              limited use as set forth on Exhibit IIB hereto. Discovery hereby
              covenants and agrees that it shall not grant to any Imaging Entity
              rights to use Expedition Recordings, or any other rights, which
              would be greater than rights granted to Discovery herein, on which
              would otherwise constitute or cause a breach of this Agreement.

       C.     NBC Live Services. Discovery intends to enter into an agreement
              with the National Broadcasting Corporation or an affiliate thereof
              ("NBC"), pursuant to which NBC shall provide live production
              components and technical assistance for the Expedition. Discovery
              hereby covenants and agrees that it shall not grant to NBC rights
              to use Expedition Recordings, on any other rights, which would be
              greater than rights granted to Discovery herein, on which would
              otherwise constitute or cause a breach of this Agreement.

       D.     Activities During the Expedition Period.

              (i)    During the Expedition Period, RMST shall, subject to the
                     terms and provisions of the IFREMER Charter Agreement,
                     cause the Nadir to work in tandem with the Ocean Voyager
                     and the Imaging Entities to pursue and obtain coverage of
                     scientific research on the Titanic shipwreck as
                     contemplated by the editorial treatment for the Programs as
                     determined by Producer (as defined below). The Vessels
                     shall be employed, to the extent possible (a) to recover
                     the "Big Piece," of the hull of the Titanic, the Marconi
                     Room transmitter; items from the new debris field
                     discovered in 1996; the "B" Deck door on the port side of
                     the bow debris field; coal; and additional artifacts as
                     time may permit; (b) to conduct the mosaic imaging and
                     imaging of the interior of the wreck via Robin and to
                     obtain such other footage as is required for the editorial
                     needs of the Programs; and (c) examination and studies of
                     Roy Cullimore and David Livingstone. The parties agree that
                     the primary goals of the Expedition are, and the Vessels
                     and personnel shall be first and foremost, employed to
                     achieve: (i) the Live Program; (ii) recovery of the "Big
                     Piece"; and (iii) creating the mosaic of the Titanic, as it
                     appears on the ocean floor. Without limiting the


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                     generality of the foregoing, the parties hereto further
                     agree that RMST shall use commercially reasonable efforts
                     to cause the Nautile and the other Vessels to operate in
                     accordance with the schedule set forth on Schedule 1(b)
                     attached hereto (the "Schedule"). The parties hereby
                     further agree that, if weather conditions during the
                     Expedition are such that the Vessels are unable to adhere
                     to the Schedule, the parties will discuss in good faith
                     adjustments thereto, but, weather permitting, during the
                     days of August 11-16, 1998, the Vessels shall be employed
                     solely to carry out Discovery's production needs for the
                     Live Program. After August 16, RMST may (if not already
                     achieved), pursue the raising of the "Big Piece", but shall
                     ensure that such activities interfere as little as possible
                     with the mosaic imaging activities or the Discovery
                     Production Activities.

       E.     Control of the Expedition. The Expedition shall be subject to the
              terms, and controlled in the manner, as follows: RMST shall
              charter the Vessels and other equipment identified in Section IIA
              above, and shall be in charge of the deployment of such vessels
              and equipment throughout the Expedition. Discovery shall have the
              right to place its designated production crew on site for purposes
              of filming, taping and otherwise recording all activities
              associated with the Expedition (the "Discovery Production
              Activities") and RMST agrees to accord Discovery and its
              representatives with full rights of access with respect to the
              Expedition to accommodate any such Discovery Production
              Activities. RMST further agrees to cause the Equipment to be
              utilized to satisfy the needs of Discovery Production Activities,
              subject, however, to the utilization of the Vessels and/or
              equipment: (a) to recover the "Big Piece," the Marconi Room
              transmitter; items from the new debris field discovered in 1996;
              the "B" Deck door on the port side of the bow debris field; coal;
              and additional artifacts as time may permit; (b)to conduct the
              mosaic imaging and imaging of the interior of the wreck via Robin
              and to obtain such other footage as is required for the editorial
              needs of the Programs; and (c) examination and studies of Roy
              Cullimore and David Livingstone. The parties hereto further agree
              that the filming or photographing of any part of the Expedition
              undertaken by or on behalf of RMST will be done in a manner that
              does not interfere in any way with the Discovery Production
              Activities. In determining the purposes for which vessels and
              equipment shall be utilized in the event that weather conditions
              or equipment failures prevent the timely execution of dive plans,
              George Tulloch shall confer with Discovery's designated
              representative. Notwithstanding anything else to the contrary, it
              is agreed that provision shall be made on the Vessels for the
              continuous presence of eight (8) RMST representatives at the site
              during the Expedition.


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III.  Financing the Expedition.

       A.     Budget. Discovery, individually, or together with other investors,
              as determined by Discovery, in its sole discretion, shall provide
              100% of the financing for the Expedition and the production of
              documentary programming related thereto, pursuant to the
              production and expedition budget dated of even date herewith (the
              "Budget") in the maximum amount of $5,800,000, exclusive of
              amounts expended by NBC in connection with the provision by NBC of
              live production components of portions of the Expedition and
              exclusive of amounts which are the responsibility of each party
              hereto, as set forth below.

       B.     All Inclusive. The Budget is inclusive of all obligations of RMST
              in respect of each of the Vessels in the amounts, and for the
              services, set forth above. Discovery shall, and RMST hereby
              authorizes and directs Discovery to, make direct payments out of
              the Budget on behalf of RMST for the Vessels, pursuant to the
              relevant agreement for each such Vessel. The Budget is also
              inclusive of all other costs relating to the production,
              completion and delivery of the Programs, as more specifically
              discussed below. Notwithstanding the foregoing, (i) with respect
              to expenses (such as telephone charges, other additional charges,
              room and board) incurred by any individual while on a Vessel on
              otherwise, the entity which retained such individual shall be
              responsible for the expenses thereof; and (ii) the costs of any
              and all elements of, or enhancements to, the Project not
              anticipated and included in the Budget shall be borne solely by
              the party requesting the same, absent the prior written consent of
              the party or parties to be charged. Each party agrees that to the
              extent costs associated with any line item exceed the amount
              budgeted therefor in the Budget, including, without limitation,
              any overage incurred with respect to the ship the Nadir (which
              overage shall be the responsibility of RMST and IFREMER) such
              increase shall be the responsibility of such party. Specifically,
              and without limitation, with respect to telephone and room and
              board charges aboard the Ocean Voyager or any other Vessel,
              Discovery shall be obligated for such charges only to the extent
              set forth above, and each of the parties hereto shall be
              responsible for overages in respect thereof to the extent incurred
              by or on behalf of individuals retained by such party.

IV.    Exclusive Access Rights. Discovery acknowledges that, vis-a-vis RMST,
       during the Expedition Period, it is obtaining all rights of access to the
       Titanic wreck site, and all rights of exhibition and use of Expedition
       Recordings, from RMST. If and to the extent that such rights with respect
       to the Expedition on the Expedition Recordings are not granted to
       Discovery by RMST herein, such rights, to the extent they are RMST's
       rights, shall rest with RMST. In connection therewith, RMST hereby grants
       to Discovery the exclusive rights of access to and coverage of the
       Expedition for the


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       purposes of permitting Discovery to exercise the rights and licenses
       granted thereto pursuant to this Agreement. Discovery may grant such
       access and coverage rights to such entities and individuals as it deems
       necessary or useful for the production and/or promotion of the Programs
       and the Expedition and in connection with media for newsworthy purposes,
       in accordance with the terms of, and subject to the consultation rights
       of RMST set forth in, this Agreement. In order to effectuate and
       facilitate the exercise of such exclusive rights by Discovery, the
       parties hereto hereby agree as follows:

       A.     Corporate Sponsorships of Expedition. Neither Discovery nor RMST
              shall grant corporate sponsorships for the Expedition. Such
              limitation shall in no way limit on affect Discovery's rights to
              sell on air and website advertising, on to otherwise sell or
              promote the Programs, and such limitation shall in no way limit
              RMST's right to sell advertising on its website, and to grant
              corporate sponsorships of the Exhibitions.

       B.     Exclusive Access to Wreck Site. RMST hereby grants to Discovery
              unlimited and exclusive access to the Titanic shipwreck and the
              surrounding wreck site (collectively, the "Wreck Site") during the
              Expedition Period, solely for the purposes of enabling Discovery
              to exercise those rights and licenses granted to Discovery
              pursuant to this Agreement. Specifically, and without limitation,
              other than the Vessels and individuals directly involved in the
              Expedition (i.e., RMST employees and agents, Discovery employees
              and agents, Stardust employees, Image Entities employees and NBC
              employees and agents), RMST shall not grant access rights to, on
              otherwise authorize access of, cruise ships or other vessels,
              entities or individuals, to the Wreck Site during Expedition
              Period.

       C.     (i) Key Individuals Appearance Releases. RMST shall use its best
              efforts to secure all requisite permissions and written releases
              (by execution of an appearance/photo release in substantially the
              form attached hereto as Schedule IV C(i) (an "Appearance/Photo
              Release") of all "key individuals" brought to the Expedition
              thereby; including, without limitation, RMST shall secure such
              releases and the active cooperation of George Tulloch, and the
              other seven individuals constituting employees or agents of RMST
              brought to the Expedition thereby, with respect to the recording
              of interviews and procurement of other materials for possible use
              in and in connection with the Programs and any ancillary
              productions relating to the Project undertaken by or with the
              authorization of Discovery (e.g., "making of" programs, on-line
              events, live television broadcasts, etc.) and the ownership and
              use of photographic images taken thereby.


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<PAGE>   13

       (ii)   Appearance/Photo Releases. Discovery and RMST shall each secure an
              Appearance/Photo Release of all other individuals brought to the
              site of the Expedition thereby (and with respect to RMST, whether
              on the Nadir, the Ocean Voyager on any other Vessel, and each
              Charter Agreement entered into by RMST shall provide that the
              owner of such Vessel shall ensure that each such individual
              including, without limitation, the individuals who "man" such
              Vessels shall execute such form of Appearance/Photo Release prior
              to boarding such Vessel.)

V.     Media Coverage. RMST hereby acknowledges that is has always been, and
       remains, a matter of critical importance to Discovery that suitable
       approaches are found to anticipate and address the controversies
       associated with a research and recovery operation involving the Titanic
       shipwreck, both in the planning and execution of the Project and in all
       press releases and other public announcements. RMST also acknowledges the
       importance to Discovery of developing an effective means of managing
       third party requests for media coverage of the Expedition so as to avoid
       any dilution or impairment of the exclusive rights that Discovery is
       being granted with respect to the Project. Discovery acknowledges RMST's
       desires to preserve and promote the memory of Titanic with dignity and
       respect, and with due regard to its maritime and historical significance.
       Discovery also acknowledges the importance to RMST of promoting its work
       as salvor-in-possession of the Titanic and its commitment to preserve the
       memory of Titanic through the recovery, conservation and public
       exhibition of the ship's artifacts, without sale to private collectors.
       Accordingly, the parties hereto hereby agree as follows:

       o      RMST hereby grants to Discovery the right to review and approve
              the content of all press releases and other public announcements
              concerning the Project issued by or with the authorization of
              RMST, which approval shall not be unreasonably withheld;

       o      exclusive of press releases issued by RMST in accordance with the
              paragraph set forth above, the granting of access and permissions
              to any person or entity (other than those engaged by any of the
              parties hereto in connection with the Project; provided, that each
              such individual shall have been apprised of the restrictions on
              use set forth herein, and if required hereby, shall also have
              executed a Photo Release and Appearance Release) seeking to record
              or procure still photographs on film, video and/or other motion
              picture images of the Expedition for use in print, television,
              radio, on-line and any other media, irrespective of whether on not
              the proposed use is for news, documentary on any other commercial
              or non-commercial purpose (the "Media Requests") shall be the
              decision of Discovery, subject to consultation with RMST regarding
              the same. Discovery's foregoing approval rights shall include the
              right to specify the terms and conditions of and to review and
              approve the


                                      -11-
<PAGE>   14

              written agreement on which such Media Requests are to be
              accommodated, if at all, and Discovery's approval may, at its
              election, be conditioned on Discovery being accorded an
              appropriate credit in conjunction with the permitted coverage.
              RMST shall refer all Media Requests to Discovery. The parties
              hereto shall work with one another in good faith to develop and
              implement a process by which such Media Requests can be managed in
              a manner that permits bona fide news coverage of the Expedition
              while respecting and preserving the goals of the parties stated
              above;

       o      the content of all press releases and other public announcements
              concerning the Project issued by or with the authorization of
              Discovery shall be subject to consultation with RMST regarding the
              content of the same;

       o      Notwithstanding the foregoing, the parties hereto agree that media
              coverage of the parties hereto which is not related to the
              Expedition is not subject to such approval and consultation
              process, provided that, in no event may RMST use or authorize the
              use of the Discovery name on any mark thereof in any press release
              or otherwise, without prior review of, and consent to, such use by
              Discovery; and

       o      Discovery's right to handle Media Requests regarding the
              Expedition shall, in addition to RMST's right to issue press
              releases as set forth above, also be exclusive of RMST's right to
              authorize publication of magazine articles about the Expedition,
              subject to the provisions of Section VII G of this Agreement.
              Discovery agrees to use reasonable efforts to refer all requests
              for magazine articles regarding the Expedition to RMST.
              Furthermore, RMST may deal exclusively with the media regarding
              the arrival of the "Big Piece" and regarding its Exhibitions,
              subject to consultation with Discovery regarding the content
              thereof to the extent Discovery is intended to be referred to
              therein.

VI.   The Programs; Production of the Programs; Program Budget.

       A.     The Programs. It is anticipated that the Programs shall consist of
              (i) a 2-hour live program of the Expedition (the "Live Program"),
              (ii) a 2-hour science documentary about the Expedition and the
              Titanic (the "Science Program"), and (iii) a one hour documentary
              about the Expedition currently entitled "City at Sea."

       B.     Production of the Programs.

              (i)    The production and delivery of the Programs will be managed
                     by Discovery and the production company it selects and
                     engages in its sole discretion (Discovery and such
                     production company shall


                                      -12-
<PAGE>   15

                     collectively be referred to as "Producer"). Discovery
                     presently intends to engage Stardust Visual, Inc.
                     ("Stardust") as its production company for the Live Program
                     and the Science Program. Such engagement of Stardust shall
                     be pursuant to a production services agreement, in the form
                     customarily used by Discovery to engage third parties to
                     perform work-for-hire in connection with the production of
                     a program for Discovery, with such modifications to such
                     agreement as shall be agreed to by Discovery and Stardust.
                     Such agreement shall, without limitation, provide that
                     Stardust has no ownership interest in any Expedition
                     Recordings taken thereby, and that the same shall
                     constitute a work-for-hire. RMST hereby confirms and agrees
                     that neither it has control over, or rights in, the
                     Programs other than as specifically set forth herein.
                     Subject to the foregoing, Discovery shall in good faith
                     consult with RMST concerning the key creative elements and
                     production plan for the Programs.

       C.     Production Credits. The following production credits will be
              accorded on the Programs: A credit in substantially the form
              "Produced for Discovery Channel [by Stardust Visuals, Inc. (only
              for the Live Program and the Science Program)] in association with
              RMS Titanic, Inc." In addition, Discovery shall credit such other
              individuals of RMST who participated in the Expedition as
              reasonably requested by RMST.

VII.  Ownership of Programs; Use of Programs.

       A.     Ownership of Programs. Except for the rights that shall be
              retained by RMST or licensed by RMST to Discovery as set forth in
              this Agreement, the parties hereto agree that Discovery shall be
              the sole owner of the copyrights and all other rights in the
              Programs and all elements thereof and relating thereto (the
              "Program Elements") including, without limitation, concepts,
              outlines, development materials, treatments, scripts, titles,
              stills, original music, outtakes and performances (other than the
              Expedition Recordings), all of which shall be created for
              Discovery as a "work-made-for-hire" (as such ten is defined in the
              U.S. Copyright Act).

       B.     Use of Programs and Program Elements. Except for the licenses and
              other rights granted by Discovery to RMST as set forth in this
              Agreement, Discovery will have the sole and exclusive right to
              exhibit, license, promote, distribute, sell and otherwise use the
              Programs and, to the extent provided herein, the Program Elements
              and to exploit such rights therein in any and all manner in all
              markets and in all media now in existence or to be developed
              hereafter throughout the world in perpetuity without any
              additional payment whatsoever to any individual on entity, as
              provided herein. Without limitation,


                                      -13-
<PAGE>   16

              Discovery has exclusive, perpetual, worldwide Standard Television
              Rights, Non-Standard Television Rights, and Theatrical and
              Non-Theatrical Rights to the Programs and all Program Elements.
              Such rights shall include, without limitation, the sole right to
              sublicense the same, for the uses permitted hereunder, without
              payment to RMST of any additional consideration, except as
              specifically provided herein with respect to certain "back end"
              rights. Notwithstanding the foregoing, Discovery hereby covenants
              not to license or otherwise authorize a third party to exhibit the
              Programs, or any portion thereof, for any display of Titanic
              artifacts or other memorabilia other than at the RMST Exhibition
              or in connection with the exploitation of Electronic Media Rights.

              (i)    Footage Rights in Program Elements. Discovery, in its sole
                     discretion, and for its own account, may make available to
                     third parties for licensing as stock footage any of the
                     Program Elements exclusive of those constituting Expedition
                     Recordings.

VIII.  Ownership and Exploitation of Expedition Recordings. Discovery and RMST
       hereby confirm and agree that RMST owns all rights in and to the
       Expedition Recordings (other than NBC Recordings which do not contain a
       Titanic Image) and that RMST shall retain the ownership of the
       copyrights, therein, notwithstanding the license of Discovery of all or
       any portion thereof pursuant to this Agreement.

       A.     License to Discovery for Programs, etc. RMST hereby grants to
              Discovery the unlimited right and perpetual, fully paid license,
              to incorporate the Expedition Recordings in the Programs, to
              otherwise use and exploit all Expedition Recordings in and in
              connection with the marketing, promotion, distribution, sale,
              licensing and other exploitation of (i) the Programs (including,
              without limitation, exploitation of the Programs in any manner in
              all markets and in all media now or hereafter in existence), (ii)
              of any Discovery Programming Service, and (iii) of any Permitted
              Derivative Work, as such term is defined below, in any and all
              media, whether now known on unknown, throughout the world in
              perpetuity. RMST hereby further grants Discovery the right to
              grant (i) NBC a sublicense of such rights, for use by NBC of the
              Expedition Recordings pursuant to its agreement with Discovery to
              include the same in NBC Programs and for news purposes, (ii) to
              international distributors of a version of the Program a
              sublicense of such rights, to permit each such distributer to
              include Expedition Recordings in its version of a Program, and
              (iii) a right to permit other third parties to use the Expedition
              Recordings, for news purposes only, subject to such consultation
              rights of RMST as are set forth above with respect to Media
              Requests. Notwithstanding anything else to the contrary herein,
              Expedition Recordings which are utilized by Discovery in a print
              format for the marketing,


                                      -14-
<PAGE>   17

              distribution and promotion of the Programs must be approved by
              RMST prior to such use, with RMST reserving the right to approve,
              in its reasonable business judgment, the type and amount of
              Expedition Recordings that Discovery will be permitted to use in a
              print format for promotional purposes, in light of the potential
              impact of Discovery's proposed use on the impairment of the
              commercial value of the Expedition Recordings to RMST.

B.     License for Permitted Derivative Works; Website. In addition to the
       license set forth above, RMST hereby grants to Discovery the unlimited
       right and perpetual, fully paid license, to incorporate the Expedition
       Recordings in each of the following (collectively, "Permitted Derivative
       Works"):

       (i)    in Other Productions; and

       (ii)   subject to the provisions set forth below, with respect to the use
              of Stills constituting Expedition Recordings, to exhibit the same
              on Discovery's website.

C.     Intentionally Omitted.

D.     Limited Uses by Parties. The parties hereto further agree as follows:

       (i)    Expedition Recordings; Footage Rights. RMST shall reserve the
              non-exclusive right to exploit Footage Rights with respect to
              Expedition Recordings not incorporated in the completed Programs
              (i.e., RMST's reservation of non-exclusive Footage Rights applies
              to out-takes only) which footage (x) contains a Titanic Image and
              (y) does not constitute an NBC Recording; provided, that (A) such
              Footage Rights shall not be exploited sooner than December 31,
              1999, and (B) the maximum running time of any continuous sequence
              of Expedition Recordings incorporated into a single production
              shall be 120 seconds and the maximum aggregate running time of all
              sequences of Expedition Recordings incorporated into a single
              production shall not exceed 10 minutes per 60 minutes of running
              time for the applicable production. All exploitation of Footage
              Rights shall contain appropriate credits (Discovery, Stardust,
              etc.) thereon. RMST shall have no right to use on exploit any NBC
              Recording, whether on not the same constitutes an Expedition
              Recording.

       (ii)   RMST Home Video; License to RMST for RMST Home Video. RMST shall
              reserve the non-exclusive right to exploit Expedition Recordings
              including those portions incorporated into the Programs but
              exclusive of NBC Recordings, in respect of which RMST may make no
              use to create an audio-visual work to be distributed to consumers
              on video cassettes, for private


                                      -15-
<PAGE>   18

              viewing of the visual images and synchronized audio-track by means
              of a playback device which causes a visual image of the work to
              appear on the screen of a television receiver or comparable
              device, where both the playback device and the television receiver
              are located in consumer homes. Discovery hereby licenses to RMST
              the non-exclusive right to combine portions of the Programs with
              additional Wreck Site Recordings (the "RMST Home Video") and
              exploit the Home Video Rights with respect to the resulting
              production, on the following conditions:

                     (a) The maximum aggregate running time of all sequences of
              the Programs incorporated into the RMST Home Video shall not
              exceed 10 minutes per 60 minutes of running time for the
              applicable production.

                     (b) RMST shall not commercially distribute, sell or
              otherwise exploit the RMST Video (a) prior to June 30, 2000, and
              (b) except via on-site retail sales to visitors at RMST Titanic
              Exhibitions, and via direct marketing to the names on RMST's
              proprietary mailing list, which currently consists of
              approximately 150,000 such names.

                     (c) RMST shall not release or distribute an RMST Video
              combining Expedition Recordings with or any portion of the
              Programs prior to 30 days after Discovery shall release its home
              video of the Live Program. RMST shall not release or distribute an
              RMST Video combining additional Wreck Site Footage with Program
              Elements prior to 30 days after Discovery shall release its first
              home video with of a Program. To the extent available thereto,
              Discovery shall provide RMST with reasonable notice of its
              schedules for the release of the home video for each Program, and
              shall provide to RMST, at no charge to RMST, a master copy of
              each, within 15 business days of receipt by Discovery of the same.
              Discovery shall use commercially reasonable efforts to cause to be
              made for RMST, in beta format, a copy of the Wreck Site Recordings
              taken by or on behalf of Discovery which have been recorded
              thereby, and Discovery shall deliver to RMST, not later than 90
              days after the end of the Expedition, a complete set of all of the
              underwater master tapes of the Expedition.

                     (d) RMST shall consult with Discovery in good faith and
              secure Discovery's prior approval with respect to (i) all
              editorial content of the RMST Video, including any proposed
              modifications to the editorial content of the Programs and all
              Wreck Site Recordings and/or other content RMST proposes to
              include on the RMST Video in addition to the Programs, (ii) the
              use of any Discovery name, logo or


                                      -16-
<PAGE>   19

              other proprietary mark on or in connection with the RMST Video and
              (iii) all packaging and marketing materials created for use in
              connection with the distribution of the RMST Video.

       (iii)  Electronic Media Rights. RMST reserves the exclusive right to use
              the Expedition Recordings other than the NBC Recordings in
              connection with the exploitation of Electronic Media Rights to
              create an interactive computer disc, provided that RMST hereby
              covenants and agrees not to permit the sale or other distribution
              of any such interactive computer disc, until the earlier of the
              Premiere of the Science Show on April 30, 1999. Appropriate
              credits shall be given to Discovery, Stardust, etc., with respect
              to such Expedition Recordings so incorporated in such interactive
              computer disc.

       E. Publishing Rights. RMST shall retain the exclusive print publishing
       rights with regard to Expedition Recordings other than the NBC Recordings
       and Discovery acknowledges that it shall not have the right to authorize
       publication of any book or magazine article concerning the Expedition,
       provided that Discovery may publish, in its Discovery magazine, for
       purposes of promoting a Program, an article regarding such Program and
       the Expedition, such article limited in length to 5000 words, and further
       provided that the same shall not extend to purely promotional pieces for
       any Program, or press authorized pursuant to Discovery's right to deal
       with Media Requests, and the right to market the Programs and Permitted
       Derivative Works, in accordance with the terms of this Agreement. RMST
       shall have no right to use Discovery trademarks in connection with any
       publication authorized by RMST, without consent from, and agreement with,
       Discovery, which would incorporate a fee structure.

       F.     RMST Use of Discovery Works. In no event shall RMST use or
              authorize the use of any still or motion picture images or artwork
              owned or controlled by Discovery without Discovery's express prior
              written approval.

       G.     RMST Publication of Expedition Recordings. RMST shall not
              authorize any publication of Expedition Recordings in National
              Geographic Magazine or any affiliated publication, at any time
              prior to the six month period following the premiere of the Live
              Program, nor shall RMST authorize any publication of Expedition
              Recordings in any other magazine or other periodical prior to the
              premiere of the Live Program on Discovery Channel. In addition,
              except as set forth in the previous sentence, RMST's rights to
              authorize such use of Expedition Recordings is in all events
              subject to the approval rights of Discovery set forth in Section 5
              of this Agreement; provided, that the terms "magazine or other
              periodical" referred in this sentence shall not be deemed to
              include pamphlets, catalogues on other small printed handouts
              distributed in


                                      -17-
<PAGE>   20

              connection with the promotion of the RMST on the RMST Titanic
              Exhibitions.

       H.     Limitations on Use of Discovery's Still Images. In addition to the
              foregoing, Discovery agrees that, with respect to stills of
              Titanic artifacts recovered during the Expedition, and with
              respect to stills of the raising of the hull of the Titanic,
              (collectively, "Restricted Discovery Still Images"), Discovery
              shall not use any such Restricted Discovery Still Images in
              connection with the exercise of merchandising rights. Subject to
              the terms of this Agreement regarding the use of Stills as set
              forth below, Discovery hereby grants RMST, and RMST hereby grants
              Discovery a non-exclusive license to exhibit any such Stills on
              the Website thereof. Without limiting the foregoing, the parties
              agree that the inclusion of a poster or other reproduction of a
              Restricted Discovery Still Image within a home video distributed
              by Discovery to consumers shall constitute merchandising of such
              Restricted Still Image and shall be prohibited by this Agreement.

       I.     Holdback on Distribution of Hull Footage. Discovery and RMST
              hereby covenant not to exhibit and distribute, or authorize the
              exhibition or distribution of, via any media, any Recordings of
              the hull of the Titanic taken during the Expedition, Prior to the
              earlier of (x) the first airing of NBC's "Dateline" segment
              covering the raising of the hull, and (y) the Live Program.

       J.     NBC Recording. RMST hereby covenants not to use or exploit, in any
              manner, any NBC Recordings constituting Expedition Recordings.

IX.    Discovery Home Video Exploitation.

       A.     Net Revenues Division. Discovery shall pay to RMST an amount equal
              to ten percent (10%) of Net Revenues derived from Discovery's
              exploitation of the Home Video Rights with respect to the Programs
              and Discovery shall retain for its sole account all of the
              remainder of such revenues derived from the exploitation of the
              Home Video Rights with respect to the Programs. Discovery further
              agrees to sell to RMST any Home Video of the Programs at
              Discovery's cost, provided that the sale of such Home Videos by
              RMST is restricted to on-site retail sales to visitors at RMST
              Exhibitions.

X.     On-Line Exploitation. Each of RMST and Discovery shall each have
       nonexclusive On-Line Rights with respect to the Project and the
       Expedition Recordings, in all languages throughout the world in
       perpetuity; subject to the following:

       (i) neither party shall permit the content of its website to be
maintained on any proprietary online service (i.e. within such service's
"firewall"), provided that either party


                                      -18-
<PAGE>   21

may permit any such service to maintain a small portion of such content thereon,
solely for purposes of promoting and marketing the Programs, the content of such
parties own website relating to the Expedition, and for the purpose of directing
online traffic to such party's own website;

       (ii) RMST shall consult with Discovery regarding the corporate sponsors
of its website, or those pages thereof relating to the Expedition, in an effort
to ensure that such sponsors are not in direct conflict with sponsors of the
Expedition or any of the Programs, provided that Discovery shall have no veto
right with respect to any such sponsor. Neither party shall commit to a sponsor
of its website that such party shall have the only website relating to the
Expedition (i.e. in any way covenant that they shall ensure that the other party
does not have content relating to the Expedition on its website.);

       (iii) each party agrees to maintain a prominent hyperlink to the others
website on the start page of that portion of such party's website which relates
to the Expedition (i.e. not on the "Home" page, or on any index page, of such
party's website, but on the first page of such party's website which is
dedicated to the Expedition itself), and Discovery shall also maintain, on its
"link page" for Titanic websites, as the first hyperlink in the hyperlink list
on such page, a hyperlink to RMST's website;

       (iv) exclusive of Stills constituting Expedition Recordings, each party
may convert for use on its website, at its own expense, such portions of the
Expedition Recordings as such selects, in its sole discretion, provided that
such "real time clips" shall each be limited in duration to approximately five
minutes, and each party shall further be limited to posting not more than three
new clips on such party's site each day, provided that, if less than three new
clips are posted on any one day, such party may "carry over" its right to post
such right to post such clips to any following day;

       (y) with respect to Stills constituting Expedition Recordings, Discovery
shall obtain RMST's prior consent regarding the inclusion of the same on
Discovery's website, with RMST reserving the right to approve, in its reasonable
business judgment, the type and number of Stills constituting Expedition
Recordings that Discovery will be permitted to use on its website in light of
the potential impact of Discovery's proposed use on the impairment of the
commercial value of the Expedition Recordings to RMST. In the event that RMST
shall neither consent to nor prohibit such use within a reasonable time (in
light of the exigencies of the situation) after such consent is requested, such
consent of RMST shall be deemed to have been given.

       (vi) Discovery may sublicense its On-Line Rights to NBC to promote the
NBC Programs.

XI.    Promotional Reel. Discovery shall accord RMST access to all reasonably
       available Program Elements (including out-takes, as well as the editorial
       content of the completed Programs) for purposes of enabling RMST to
       create a promotional reel for


                                      -19-
<PAGE>   22

       non-commercial internal use, and Discovery agrees that portions of such
       promotional reel, in reasonably limited segments, may also be exhibited
       at the RMST Titanic Exhibitions; provided, that RMST shall be solely
       responsible for all costs of obtaining such elements (including all
       required third party clearances) and Discovery shall have the right to
       approve the content of any such reel, which approval shall not be
       unreasonably withheld, to the extent such reel contains either Program
       Elements or any mention of Discovery. RMST hereby grants Discovery a
       right of first negotiation to produce such reel, in the event that RMST
       intends to engage an outside producer to produce the same. Such right of
       first negotiation shall be for a period of not less than 30 days,
       commencing on the date RMST first notifies Discovery that it intends to
       so cause the production of such reel. During such period RMST shall
       negotiate exclusively and in good faith with Discovery. If Discovery and
       RMST shall agree on terms in respect of such reel, and if RMST shall
       thereafter fail to enter into an agreement with Discovery with respect
       thereto, but shall instead reach agreement with a different media company
       on the same or less favorable terms (for RMST) as those agreed to with
       Discovery, RMST agrees that it shall permit Discovery the right to once
       again negotiate (for a period of 10 days) to produce such reel on such
       terms.

XII.   Exhibition of Artifacts; Corporate Sponsorship of Exhibition. RMST shall
       have complete control regarding exhibition of artifacts recovered from
       the Wreck Site (the "Exhibition") and control of corporate sponsorships
       affiliated therewith, provided that RMST shall discuss such corporate
       sponsors with Discovery prior to making a commitment, to make an effort
       to avoid a direct conflict with the corporate sponsors for the
       Expedition, the airing of the Programs, or on the Discovery's website
       covering the Expedition, but Discovery shall have no veto right with
       respect thereto. RMST shall have the right to exhibit, solely at the
       Exhibitions, all or any portion of the Programs. At Discovery's request,
       for such period of time as determined by Discovery, in its sole
       discretion, Discovery shall be a "name" sponsor of the Exhibition, for no
       additional cost. Discovery shall notify RMST of its intention to be a
       "name" sponsor within 30 days after Discovery receives written notice
       from RMST of the venue and site of such Exhibition. In such event, RMST
       shall use commercially reasonable efforts to ensure that the position and
       size of Discovery's name and logo, as it appears at each Exhibition and
       in all promotional materials (pamphlets, billboards, television
       commercials, etc.) shall be larger and more prominent than that of any
       other name sponsor. RMST shall have no right to use the Discovery name or
       any other mark thereof at the Exhibition or otherwise, without the prior
       written consent of Discovery. Such use, and fees payable to Discovery
       therefore, shall be discussed by the parties as and when requested by
       RMST. Notwithstanding the foregoing, RMST hereby represents and warrants
       that it is a party to that certain agreement (the "CRE CO Agreement")
       with CRE CO Finance Germany ("CRE CO"), and that the CRE CO Agreement
       grants to CRE CO the right to exhibit RMST's artifacts in certain cities
       in Germany, and may have an option to


                                      -20-
<PAGE>   23

       exhibit the same otherwise in the territory of Europe (each a "CRE CO
       Exhibition"), such option which is renewable by CRE CO, subject only to
       there being no default by CRE CO under the CRE CO Agreement. RMST further
       represents that, under the CRE CO Agreement, RMST has only an approval
       right, and not a right to require, corporate sponsors of any such CRE CO
       Exhibition. In such connection, RMST hereby covenants and agrees (i) that
       it shall not amend the CRE CO Agreement to expand CRE CO's rights
       thereunder with respect to territory or length of, without Discovery's
       prior written consent, (ii) RMST shall use its best efforts to cause CRE
       CO not to permit as a corporate sponsor of a CRE CO Exhibition any media
       company (for example, A&E Network, National Geographic, BBC), and (iii)
       RMST shall notify Discovery when it learns of CRE CO's intention to hold
       a CRE CO Exhibition, and if requested by Discovery, shall request of CRE
       CO that Discovery be a "name" sponsor of such CRE CO Exhibition, for no
       additional cost, in accordance with the terms set forth above.

XIII.  Merchandising Rights. Subject to the terms and provisions of this
       Agreement regarding the use of Still Images, each party shall have
       non-exclusive merchandising rights, provided that RMST shall have
       exclusive merchandising rights in "Expedition Apparel." In such
       connection, Discovery agrees that it shall not grant a license to any
       apparel company for, or otherwise cause the production of, apparel
       bearing the logo created by, RMST for the Expedition, or apparel
       containing the words "1998 Titanic Expedition" or words of similar
       import, which apparel would be for sale to the public. Such restriction
       shall not apply to the production of apparel for Discovery and Expedition
       crew and personnel, to be worn thereby.

XIV.   Rights in the Image. Other than the rights of Discovery to incorporate
       the Image in Programs, Other Productions and Permitted Derivative Works,
       and for the promotion and publicity of the same, and of Discovery
       Services and of the Expedition, pursuant to the terms hereof, RMST shall
       have all rights in the Image, provided that RMST acknowledges and agrees
       to the granting to Woods Hole of certain rights in footage recorded using
       equipment supplied by Woods Hole for the Expedition, as set forth in the
       Woods Hole Agreement.

XV.    First Negotiation Right. The parties agree that Discovery shall be
       accorded a customary right of first negotiation to participate on the
       next Titanic expedition following the Expedition (the "Next Expedition").
       RMST shall give written notice to Discovery that it intends to commence
       the Next Expedition, not later than 90 days prior to the projected date
       thereof. Discovery's right of first negotiation shall be for a period of
       not less than 45 days, commencing 10 business days after receipt of such
       written notice (the "Discovery Negotiating Period). During the Discovery
       Negotiating Period, RMST shall negotiate exclusively and in good faith
       with Discovery. If Discovery and RMST shall agree on terms in respect of
       such Next Expedition, and if RMST shall thereafter fail to enter into an
       agreement with


                                      -21-
<PAGE>   24

       Discovery with respect thereto, but shall instead enter into an agreement
       with a different media company on the same or less favorable terms (for
       RMST) as those offered by Discovery, RMST agrees that it shall not have
       the right to commence the Next Expedition earlier than one year following
       the termination of the Discovery Negotiating Period.

XVI.   Agents' Fees. RMST is solely responsible for and pay all fees,
       commissions and expenses of its agents and representatives, none of which
       shall be included in the Budget, it being understood that Discovery shall
       have no obligation or liability whatsoever with respect to the same.

XVII.  Representations and Warranties.

       A.     RMST hereby represents and warrants as follows:

              (i)    RMST is duly organized and validly existing under the laws
                     of the State of Florida. RMST has the full legal right to
                     enter into this Agreement, to grant all rights granted
                     herein and to fully perform its duties and obligations
                     hereunder. The person executing the Agreement on behalf of
                     RMST is fully empowered to so execute the Agreement.

              (ii)   RMST has not entered and shall not enter into any
                     arrangement or agreement which will or could conflict with
                     the rights granted to the other parties hereto.

              (iii)  RMST holds the exclusive salvage rights with respect to the
                     Titanic shipwreck.

              (iv)   RMST will use all reasonable efforts where appropriate
                     based on good faith commercial judgement, including seeking
                     injunctive relief where appropriate, to prevent any third
                     party from procuring footage or artifacts from the Titanic
                     wreck site during 1998.

              (v)    Other than as set forth on Schedule 17(a) attached hereto,
                     no claims have been made or are pending against RMST with
                     respect to its salvor-in-possession with respect to the
                     Titanic.

       B.     Discovery hereby represents and warrants as follows:

              (i)    It is duly organized and validly existing under the laws of
                     its jurisdiction of organization. It has the full legal
                     right to enter into this Agreement, to grant all rights
                     granted herein and to fully perform its


                                      -22-
<PAGE>   25

                     duties and obligations hereunder. The person executing the
                     Agreement on behalf of it is fully empowered to so execute
                     the Agreement.

              (ii)   It has not entered and shall not enter into any arrangement
                     or agreement which will or could conflict with the rights
                     granted to the other parties hereto.

XVIII. Confidentiality. Except as may be required in connection with filings
       with governmental agencies or courts or except as may be required under
       applicable law, each party hereto shall keep strictly confidential and
       shall not disclose to any other person or entity other than to its
       officers and employees on a must-know basis, or to its respective lawyers
       or accountants, the material terms and provisions of this Agreement. To
       the extent that information with respect to this Agreement is revealed
       pursuant to this Section, each party hereto shall use its best efforts to
       ensure that each person or entity receiving such information shall
       maintain it in confidence, subject to requirements applicable to RMST
       that it files this Agreement with the United States Securities and
       Exchange Commission pursuant to the requirements of the Securities
       Exchange Act of 1934, as amended.

XIX.   Indemnity. Each party (the "Indemnifying Party") shall at all times
       indemnify and hold harmless the other parties, their respective
       affiliates, licensees, assignees and affiliated companies, and the
       officers, directors, shareholders, employees and agents of all such
       entities (the "Indemnified Parties") against and from any and all claims,
       damages, liabilities, costs and expenses (including, reasonable counsel
       fees and disbursements) arising out of any breach or alleged breach by
       the Indemnifying Party of any representation, warranty or other
       provisions hereof. In the event of any claim or service of process upon
       the Indemnified Parties involving the indemnification hereinbefore set
       forth, the Indemnified Parties shall promptly notify the Indemnifying
       Party of the claim. The Indemnifying Party shall promptly adjust, settle,
       defend or otherwise dispose of such claim at its sole cost. In addition,
       if they so elect, the Indemnified Parties shall have the right at their
       sole cost to engage their own counsel in connection with such claim. In
       the event that the Indemnified Parties determine that the Indemnifying
       Party is not diligently and continuously defending any such claim, the
       Indemnified Parties shall have the right, on their own behalf and as
       attorney-in-fact for the Indemnifying Party, to adjust, settle, defend or
       otherwise dispose of such claim. Any costs incurred by the Indemnified
       Parties in connection therewith shall be promptly reimbursed by the
       Indemnifying Party, and if the Indemnifying Party fails to so reimburse
       the Indemnified Parties, the Indemnified Parties shall be entitled to
       deduct such amounts from any other sums payable to the Indemnifying Party
       under this Agreement.

XX.    Notices. All notices, requests, consents, demands and other
       communications hereunder shall be in writing delivered by any of the
       following: personal delivery;


                                      -23-
<PAGE>   26

       first class certified or registered mail, return receipt requested; U.S.
       Express mail, or an express overnight service (such as Federal Express),
       addressed to the respective parties to the Agreement at the addresses set
       forth in the Agreement or to such other person or address as a party
       hereto shall designate to the other parties hereto from time to time in
       writing forwarded in like manner. Any notice, request, consent, demand or
       other communication given in accordance with the provisions of this
       Section shall be deemed to have been given and effective (a) if by
       personal delivery or overnight mail, when actually received, and (b) if
       by first class or certified mail, four business days after so mailed.

XXI.   Relationship of Parties. Nothing contained in this Agreement shall create
       any partnership or joint venture by and among the parties. None of the
       parties hereto may pledge the credit of the other or make binding
       commitments on the part of the other, except as otherwise specifically
       agreed hereunder. This Agreement is not for the benefit of any third
       party not a signatory hereto and shall not be deemed to give any right or
       remedy to any such party whether referred to herein or not.

XXII.  Default. Subject to the next sentence of this Section 22, if any party
       hereto (the "Defaulting Party") defaults in the performance of any of its
       material obligations hereunder and such default shall not be cured within
       ten (10) days after written notice thereof to the Defaulting Party, or if
       the Defaulting Party becomes insolvent, or if a petition under any
       bankruptcy law shall be filed by or against the Defaulting Party which
       petition, if filed against the Defaulting Party, shall not have been
       dismissed within thirty (30) days thereafter, or if the Defaulting Party
       executes an assignment for the benefit of creditors, or if a receiver is
       appointed for the assets of the Defaulting Party, or if the Defaulting
       Party takes advantage of any insolvency or any other like statute (any of
       the above acts are hereinafter called an "Event of Default"), then the
       non-defaulting parties may, in addition to any and all other rights which
       it may have against the Defaulting Party, terminate this Agreement by
       giving written notice to the Defaulting Party at any time after the
       occurrence of an Event of Default. Notwithstanding the foregoing, if RMST
       defaults in the performance of any of its material obligations hereunder
       and such default is incapable of being cured, Discovery may, in addition
       to any and all other rights which it may have against RMST, terminate
       this Agreement by giving written notice to RMST, at any time after the
       occurrence of such default. Furthermore, notwithstanding any termination
       pursuant to this Section 22, the indemnities, warranties and
       representations set forth herein shall remain in full force and effect,
       and all rights granted to the non-defaulting parties shall remain vested
       in such non-defaulting parties.

XXIII. Miscellaneous.

       A.     This Agreement contains the entire understanding and supersedes
              all prior understandings between the parties hereto relating to
              the subject matter herein


                                      -24-
<PAGE>   27

       and this Agreement cannot be changed or terminated except in a writing
       executed by the parties hereto. No employee, agent or other
       representative of any party hereto is authorized to make any
       representations, warranties or agreements except as specifically included
       herein, and the other parties hereto acknowledge that they have not
       entered into this Agreement in reliance upon any such representation,
       warranty or agreement. This Agreement may not be assigned by the parties
       hereto. Each party will, upon the other's request, promptly furnish to
       the other copies of such agreements or other documents as the other may
       reasonably desire in connection with any provisions of this Agreement.

B.     Except as may be required in connection with filings with governmental
       agencies or courts or except as may be required under applicable law,
       each party shall keep strictly confidential and shall not disclose to any
       other person or entity other than to its officers and employees on a
       must-know basis, or to its respective lawyers and accountants, the
       material terms and provisions of this Agreement. To the extent that
       information with respect to this Agreement is revealed pursuant to this
       subsection, each party shall use its best efforts to ensure that each
       person or entity receiving such information shall maintain it in
       confidence.

C.     Unless otherwise stated herein, each of the parties hereto hereby agrees
       that to the extent such party has approval rights with respect to any
       matter, as set forth herein, such party shall exercise such rights in
       good faith, subject to such standards as are set forth herein with
       respect to any particular matter and to standards of reasonableness, such
       approval rights which shall be exercised in a timely fashion, taking into
       account the exigencies of the situation with respect thereto.

D.     If any party hereto (the "Non-Performing Party") is prevented from or
       materially hampered in performing its obligations hereunder by reason of
       any present or future statute, law, ordinance, regulation, order,
       judgement or decree, whether legislative, executive or judicial (whether
       or not constitutional), act of God, earthquake, flood, fire, epidemic,
       accident, explosion, casualty, lockout, boycott, strike, labor
       controversy, riot, civil disturbance, war or armed conflict, act of
       public enemy, embargo, or any similar event of force majeure (all of the
       foregoing being deemed "force majeure"), such a failure to perform by
       reason of such an event of force majeure shall not be deemed a breach of
       or default under this Agreement and the parties shall be liable to each
       other therefor. If there shall be any occurrence of any such event of
       force majeure which continues in effect for a period of more than four
       (4) consecutive or six (6) aggregate weeks, then the other parties shall
       have the right by notice to the Non-Performing Party to


                                      -25-
<PAGE>   28

       terminate this Agreement without further liability to the Non-Performing
       Party, except for appropriate payment or adjustment in regard to payments
       to be made hereunder.

E.     This Agreement shall be construed and enforced in accordance with the
       laws of the State of New York. The parties hereto hereby consent to and
       submit to the jurisdiction of the federal and state courts located in the
       State of New York, and any action or suit under this Agreement may be
       brought in any federal or state court with appropriate jurisdiction over
       the subject matter established or sitting in the State of New York. The
       parties hereto shall not raise in connection therewith, and hereby
       waives, any defenses based upon venue, the inconvenience of the forum,
       the lack of personal jurisdiction, the sufficiency of service of process
       (as long as notice of such action or suit is furnished in accordance with
       Section 19 hereof) or the like in any such action or suit brought in the
       State of New York.

F.     In the event that any term, condition, covenant, agreement, requirement
       or provision herein contained shall be held by any court to be
       unenforceable, illegal, void or contrary to public policy, such term,
       condition, covenant, agreement, requirement or provision shall be of no
       effect whatsoever upon the binding force or effectiveness of any of the
       other terms hereof, it being the intention and declaration of the parties
       hereto that had they or any of them known of such unenforceability,
       illegality, invalidity or contrariety to public policy, they would have
       entered into a contract, each with the other, containing all of the other
       terms, conditions, covenants, agreements, requirements and provisions
       hereof.

G.     No waiver by any of the parties hereto of any breach hereof shall be
       deemed a waiver of any preceding or succeeding breach hereof.
       Notwithstanding any other provision of this Agreement, except as set
       forth in the following sentence, the sole remedy of RMST for breach by
       Discovery of any of its obligations under this Agreement shall be an
       action at law for damages and RMST acknowledges that such damages are
       fully adequate to compensate such party in the case of any breach by
       Discovery hereunder. In no event shall RMST be entitled to rescission,
       injunctive or other equitable relief other than to enjoin Discovery from
       using the Expedition Recordings and the Other Materials in contravention
       of the terms and provisions of this Agreement.

H.     RMST hereby acknowledge that the names and the marks "TDC". "Discovery
       Channel", "TLC", "The Learning Channel", "Animal Planet" and any other
       Discovery trademarks and any logos and variations incorporating the same
       are, as among the parties hereto, the exclusive property of Discovery and
       that RMST has not, nor will acquire any proprietary rights thereto by
       reason of


                                      -26-
<PAGE>   29

       this Agreement. RMST shall not have any rights to use such names, logos,
       variations or titles except at the times and in the manner expressly
       approved by Discovery.

I.     The headings of this Agreement or any sections hereof are inserted only
       for the purpose of convenient reference, and it is acknowledged that they
       may not accurately or adequately describe the contents of the sections
       which they head. Such headings shall not be deemed to limit, cover, or in
       any way affect the scope, meaning or intent of this Agreement or any part
       thereof, nor shall they otherwise be given any legal effect in the
       construction of any provision hereof.

J.     This Agreement may be executed by the parties hereto in separate
       counterparts, each of which when so executed and delivered shall be an
       original, but all such counterparts shall together constitute one and the
       same instrument.


                                      -27-
<PAGE>   30

       IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first set forth above.


                               DISCOVERY COMMUNICATIONS, INC.

                              By:
                                  ------------------------------------
                                  Name:
                                  Title:


                                   RMS TITANIC, INC.

                                   By: /s/ George Tulloch
                                       ------------------------------------
                                       Name:
                                       Title:


                                      -28-
<PAGE>   31

                                   Schedule I

                            HOME VIDEO NET REVENUES

       1. RMST shall be entitled to an amount equal to ten percent (10%) of
Discovery's "Net Revenues" (as defined below) from the exploitation of the Home
Video Rights in the Programs.

              As used herein:

              "Gross Revenues" shall mean all sums actually received by
Discovery from the exploitation of the Home Video Rights in the Programs by
Discovery, provided that:

                     (a)    Gross Revenues shall be determined after all
refunds, credits, discounts, allowances and adjustments granted to any third
party licensees of Home Video Rights in the Programs; and

                     (b)    Advance payments, whether returnable or not, shall
not be included in Gross Revenues until actually earned or applied by Discovery
from such exploitation.

                     In no event shall Gross Revenues include any receipts from
exploitation of derivative, subsidiary or ancillary rights of any kind or nature
(except as set forth to the contrary elsewhere herein), including, without
limitation, receipts from any spinoff, remake, sequel, non-theatrical
production, theatrical production, or other derivative use of the Programs or
any element thereof used in a home video.

              "Net Revenues" shall mean Gross Revenues remaining after the
deduction therefrom on a continuing basis of the following in the order set
forth below:

                     (a)    Any and all third party distribution fees and
                            expenses payable by Discovery in connection with the
                            exploitation of the Home Video Rights;

                     (b)    Discovery's "Distribution Fee" of 30% where
                            Discovery does not use a subdistributor, and of 10%
                            where Discovery does use a subdistributor, in each
                            case computed on 100% of Gross Revenues;

                     (c)    Discovery's "Distribution Expenses" as set forth
                            below; and


                                      -29-
<PAGE>   32

                     (d)    Discovery's "Special Production Expenses" as set
                            forth below.

              Discovery's "Distribution Expenses" shall include, without
limitation, (i) costs of goods computed on a per-unit basis (including, without
limitation, dubbing, packaging and shipping, insurance and other fulfillment
costs), (ii) actual bad debts, (iii) any sales, excise, use and value-added
taxes, (iv) actual returns, (v) a reserve for bad debts applicable to (ii) above
not to exceed 2% of gross billings and a reserve for Returns (defined below)
applicable to (iv) above not to exceed 6% of gross billings, said reserves to be
adjusted and liquidated at the end of the first six months following the initial
release of such Home Video, and quarterly thereafter with each subsequent
accounting period; and (vi) costs of promotion (third party payments only)
directly related to sales of the home videos of the Programs. Revenues and
expenses from the exploitation of the Home Video Rights in the Programs via each
channel of distribution shall be cross-collateralized against revenues and
expenses from the exploitation of the Home Video Rights in the Program via each
other channel of distribution.

              Discovery's "Special Production Expenses" shall mean all direct,
out of pocket costs and expenses incurred directly in connection with the
creation of alternative versions of the Programs in connection with the
exploitation of the Home Video Rights therein.

              "Returns" shall mean copies of the Program in a Home Video format
returned to the distributor thereof by customers pursuant to such distributor's
normal return policy of accepting returns for any reason at any time.

       2. Discovery shall render to RMST periodic statements showing, in summary
form, the calculation of all Net Revenues pursuant to this Agreement, which
shall be accompanied by RMST's share thereof, if any. Statements shall be
rendered on a semi- annual basis, within sixty (60) days after the end of second
quarter after the initial distribution by Discovery of a home video of a
Program, provided, however, that no statements need be rendered for any
accounting period in which no Gross Revenues are received by Discovery. Should
Discovery make any overpayment to RMST hereunder for any reason, Discovery shall
have the right to deduct the amount of such overpayment from any further monies
owing to RMST hereunder, or may demand repayment from RMST, in which event RMST
shall promptly repay the same to Discovery.

       3. RMST may, at its own expense, but not more than once each year, audit
Discovery's records relating to the Programs at the offices of Discovery for the
purpose of verifying the payments made to RMST hereunder. Any such audit shall
be conducted only by a certified public accountant (subject to Discovery's
reasonable approval) during normal business hours upon reasonable prior written
notice and shall not continue for more than thirty (30) consecutive days. RMST
shall not have the right to examine, inquire into or object to any matter
contained in any statement after the expiration of twelve (12) months from the
date of


                                      -30-
<PAGE>   33

mailing of the statement. RMST's right to examine Discovery's records shall be
limited to those relating specifically to the exploitation of Home Video Rights
in the Programs by Discovery, and under no circumstances shall RMST have the
right to examine records relating to Discovery's business generally or to any
other programs for the purpose of comparison or otherwise. In the event that an
audit by RMST discloses an underpayment of more than five percent (5%) to RMST
and of more than $5,000, and such underpayment is not the subject of a good
faith dispute, Discovery shall reimburse Producer for the reasonable costs of
such audit.

       4. Discovery shall not be considered a trustee, pledgeholder, fiduciary
or agent of RMST by reason of anything done or any money collected by it, and
shall not be obligated to segregate receipts from Discovery's exploitation of
Home Video Rights in the Programs from its other funds. RMST shall not have any
lien or other rights in or to the Gross or Net Revenues so derived by Discovery,
it being understood that the references thereto are intended solely for the
purpose of determining the amount of monies payable to RMST hereunder, if any.
Discovery shall have the complete authority to license, market and exploit the
Home Video Rights, or to refrain from so doing, as it may choose in its sole
discretion, and RMST acknowledges that Discovery is not in any way making any
representations or guarantees of any kind whatsoever regarding the amount of Net
Revenues which may be received from the exploitation of such Home Video Rights.


                                      -31-
<PAGE>   34

                                  Schedule 1(b)

                                Dive Schedule Summary                   
<TABLE>
<CAPTION>
                                     Nautlie                                                 ROV's
<S>          <C>   <C>                                                 <C>
August       3                   Rig The Piece                                                 Bow
             4                   Rig The Piece                                                 Bow
             5                   Rig The Piece                                                 Bow
             6                   Rig The Piece                                                 Bow
             7     Mosaic (Stern) provided The Piece is completely rigged                     Stern
             8                  Raise The Piece                                               Stern
             9         George or PH scouts/preps Marconi (Bow)                                Stern
            10              NBC Correspondent at Bow                                          Stern
            11                  Garzke at Stern                                                Bow
            12                 Practice Day 1 (Bow)                                   Practice Day 1 (Stern)
            13           Practice Day 2/ Blocking Day 1 (Bow)                 Practice Day 2 / Blocking Day 1 (Stern)
            14           Practice Day 3/ Blocking Day 2 (Bow)                 Practice Day 3 / Blocking Day 2 (Stern)
            15          Practice Day 4/ Dress Rehearsal (Bow)                 Practice Day 4 / Dress Rehearsal (Stern)
            16                 Live Broadcast (Bow)                                  Live Broadcast (Stern)
            17                 Travel to St. John's                                  Travel to St. John's
            18                 Travel to St. John's                                    Travel to St. John's
            19                Travel Back To Titanic                                  Travel Back To Titanic
            20                Travel Back To Titanic                                  Travel Back To Titanic
            21                   Mosaic (Stern)                             Bow (Unless de-mob takes longer than 24 hrs)
            22                   Mosaic (Stern)                                                Bow
            23                   Mosaic (Stern)                                                Bow
            24                    Mosaic (Bow)                                                Stern
            25                    Mosaic (Bow)                                                Stern
            26                    Mosaic (Bow)                                                Stern
            27                 Mosaic (Debris Field)                   Trying to stay 800 meters away from wherever Nautile is
            28                 Mosaic (Debris Field)                   Trying to stay 800 meters away from wherever Nautile is
            29                 Mosaic (Debris Field)                   Trying to stay 800 meters away from wherever Nautile is
            30                 Mosaic (Debris Field)                   Trying to stay 800 meters away from wherever Nautile is
            31                 Mosaic (Debris Field)                   Trying to stay 800 meters away from wherever Nautile is
September    1                 Mosaic (Debris Field)                   Trying to stay 800 meters away from wherever Nautile is

     Note: Retrieval of artifacts and coal will take place throughout the entire expedition by both Nautile and the ROV's.
</TABLE>
<PAGE>   35

Schedule IV C (i)

                           GENERAL RELEASE AND WAIVER
                              OF RIGHTS AGREEMENT

              NOTICE: YOUR PRESENCE ABOARD THE "NADIR" AND "OCEAN
                 VOYAGER" SURFACE VESSELS AND ANY OTHER VESSEL
                       CHARTERED FOR THE 1998 EXPEDITION
                      OF RMS TITANIC, INC. TO THE SITE OF
                     THE SINKING OF THE R.M.S. TITANIC, AND
                       TRAVEL ON SUCH VESSELS TO AND FROM
                 LAND, IS AN INHERENTLY DANGEROUS AND HAZARDOUS
                     ACTIVITY. PRESENCE ABOARD SUCH VESSELS
                              IS AT YOUR OWN RISK.

       I wish to be permitted aboard vessels that may be present at, or utilized
in connection with, the expedition by R.M.S. Titanic, Inc. (the "RMST"),
together with the participation of Discovery Communications, Inc. ("DCI") and
National Broadcasting Company ("NBC") on or about August 1998, to the site of
the sinking of the R.M.S. Titanic in the North Atlantic Ocean (the
"Expedition"). I acknowledge that RMST has chartered vessels owned by IFREMER
and ___________________ for such Expedition. Subject to the terms and conditions
set forth below, I understand that I may be permitted to be aboard the IFREMER
"NADIR" vessel, or the _____________ "OCEAN VOYAGER" vessel, or the Abeille"
vessel as the case may be, during the course of the Expedition. For convenience
of reference, the IFREMER "NADIR", "OCEAN VOYAGER" and Abeille vessels are
collectively referred to herein as the "Vessels".

       I understand that presence upon the Vessels is an inherently dangerous
and hazardous activity.

       In consideration of the company permitting me to be aboard the Vessels, I
agree as follows:

                                GENERAL RELEASE

       1. I hereby agree to assume all risks with respect to, and agree to
release and hold each of RMST, DCI, NBC and IFREMER (RMST, DCI, NBC and IFREMER
shall be collectively referred to herein as the "Companies") and their
respective officers, directors, employees and agents harmless from any and all
liabilities, claims, demands, causes of action, damages, costs, expenses and
obligations of any nature whatsoever for any personal injury, disease or
sickness, including death resulting therefrom, or for loss of, or damage to, my
property, while boarding, aboard or departing from the Vessels. I hereby agree
not to make any claim against and/or sue
<PAGE>   36

                           GENERAL RELEASE AND WAIVER
                              OF RIGHTS AGREEMENT

              NOTICE: YOUR PRESENCE ABOARD THE "NADIR" AND "OCEAN
                 VOYAGER" SURFACE VESSELS AND ANY OTHER VESSEL
                        CHARTERED FOR THE 1998 EXPEDITION
                       OF RMS TITANIC, INC. TO THE SITE OF
                     THE SINKING OF THE R.M.S. TITANIC, AND
                       TRAVEL ON SUCH VESSELS TO AND FROM
                 LAND, IS AN INHERENTLY DANGEROUS AND HAZARDOUS
                     ACTIVITY. PRESENCE ABOARD SUCH VESSELS
                              IS AT YOUR OWN RISK.

       I wish to be permitted aboard vessels that may be present at, or utilized
in connection with, the expedition by R.M.S. Titanic, Inc. (the "RMST"),
together with the participation of Discovery Communications, Inc. ("DCI") and
National Broadcasting Company ("NBC") on or about August 1998, to the site of
the sinking of the R.M.S. Titanic in the North Atlantic Ocean (the
"Expedition"). I acknowledge that RMST has chartered vessels owned by IFREMER
and __________________ for such Expedition. Subject to the terms and conditions
set forth below, I understand that I may be permitted to be aboard the IFREMER
"NADIR" vessel, or the _________________ "OCEAN VOYAGER" vessel, or the Abeille"
vessel as the case may be, during the course of the Expedition. For convenience
of reference, the IFREMER "NADIR", "OCEAN VOYAGER" and Abeille vessels are
collectively referred to herein as the "Vessels".

       I understand that presence upon the Vessels is an inherently dangerous
and hazardous activity.

       In consideration of the company permitting me to be aboard the Vessels, I
agree as follows:

                                GENERAL RELEASE

       1. I hereby agree to assume all risks with respect to, and agree to
release and hold each of RMST, DCI, NBC and IFREMER (RMST, DCI, NBC and IFREMER
shall be collectively referred to herein as the "Companies") and their
respective officers, directors, employees and agents harmless from any and all
liabilities, claims, demands, causes of action, damages, costs, expenses and
obligations of any nature whatsoever for any personal injury, disease or
sickness, including death resulting therefrom, or for loss of, or damage to, my
property, while boarding, aboard or departing from the Vessels. I hereby agree
not to make any claim against and/or sue
<PAGE>   37

any of the Companies or their respective officers, directors, employees and
agents for any such injury, disease, sickness, death, loss or damage.

       2. I hereby release each of the Companies and their respective officers,
directors, employees and agents from any claims, demands, causes of action,
damages, costs, expenses and obligations of any nature whatsoever for any
injuries or losses arising out of the negligence of any of the Companies or
their respective officers, directors, employees or agents.

       3. I hereby acknowledge that the commanding officer of the respective
Vessels has sole and exclusive control over the standards of care and conduct to
be followed by all persons aboard the Vessels, and agree to abide by all
directives and instructions, and rules and regulations, that may be issued by
the crew, agents, staff, and/or employees of the respective Vessels.

       4. I hereby agree that I shall be solely responsible for all costs and
expenses in connection with my travel to and from the Vessels and agree that
none of the Companies had undertaken or has any responsibility or obligation to
make any arrangements for my travel to and from the Vessels. I further
acknowledge that I have not paid any fees or any other form of compensation to
any of the Companies in consideration of my having been granted permission to be
aboard the Vessels.

                            OWNERSHIP OF PHOTOGRAPHIC
                          AUDIO, VIDEO AND FILM RIGHTS

       5. I hereby agree that RMST, DCI or NBC, as the case may be
(collectively, the "Owners"), shall be the sole and exclusive owner of any and
all audio or visual records made on any medium, including, but not limited to,
photographs (including negatives), audio recordings, video recordings, film and
motion pictures (collectively "Artwork") that I may take or make of the Vessels
or while boarding, aboard or departing from the Vessels. I hereby agree to
surrender and deliver to the Owners any and all such audio and visual records
upon request of any of the Owners while I am aboard the Vessels, or any time
after I depart from the Vessels, and further agree that I shall not be entitled
to receive payment of any fees, compensation, royalties or any other
remuneration of any kind or description from any of the Owners or from any third
party for the rights to any such audio or visual records. I further agree not to
release any Artwork to any news, media or other commercial enterprise, but
shall, to the extent I retain the same pursuant hereto, use such Artwork only
for my personal use.

       6. I hereby agree that the Owners shall have the right to copyright such
audio or visual records in their respective names or any name they may choose,
and to


                                       2
<PAGE>   38

edit, use, re-use, publish, re-publish, the same, in whole or in part, severally
or in conjunction with other audio or visual works, in any medium and for any
purpose whatsoever including (but not by way of limitation) illustrating,
promotion and advertising, and trade, with or without credit or attribution to
me, as the Owners, in their sole discretion, shall deem appropriate.

       7. The Owners may, but shall not be obligated to, deliver to me copies of
any such audio or video record for my personal enjoyment and use, subject to
execution by me of an appropriate agreement prohibiting me from the use of any
such audio or video records for commercial purposes or for my direct or indirect
pecuniary gain, and subject further to such other terms and conditions as the
Owners, in their sole discretion, may deem reasonable.

                                PHOTOGRAPHS AND
                                 LIKENESS OF ME

       8. I hereby agree that the Owners shall have an unrestricted, absolute
and irrevocable right, with respect to photographs and likenesses of me, or my
voice or appearance in any other visual or audio records of the Expedition,
including, but not limited to, photographs, video recording, film, taping and
motion pictures: (a) to copyright the same in the Owner's respective name or any
other name they may choose; (b) to edit, use, re-use, publish and re-publish the
same in whole or in part, severally or in conjunction with other such visual
records, in any medium and for any purpose whatsoever, including (but not by way
of limitation) illustration, promotion and advertising, and trade; and (c) to
use my name in connection therewith if the Owners so choose. I further hereby
release and discharge the Owners, their respective officers, directors,
employees and agents from any and all claims or demands of any kind whatsoever
arising from, or in connection with the use of such visual records, including
any and all rights to compensation, royalties or other remuneration or any claim
for libel.

                              CONFIDENTIALITY AND
                            NON-DISCLOSURE AGREEMENT

       9. I hereby agree that any and all information obtained by me concerning
the Expedition or while boarding, aboard or departing from the Vessels, is
confidential and the proprietary information of the Companies and is the sole
and exclusive property of the respective Companies. I agree that I shall not
divulge, disclose, distribute, publish, disseminate, record, duplicate or
replicate any such information, and further agree that by the disclosure of such
confidential and proprietary information to me, the respective Companies do not
grant any express or implied right for me to use such information for any
purpose.


                                       3
<PAGE>   39

       10. I agree that I will not participate in any news conference, interview
or otherwise disclose any information concerning the Expedition or the Vessels,
without the prior consent of the Companies.

       11. I hereby agree that monetary damages may not be a sufficient remedy
for my unauthorized disclosure of the Companies' proprietary and confidential
information and further agree that the respective Companies shall be entitled,
without waiving any other rights or remedies, to such injunctive or equitable
relief as may be deemed proper by a court of competent jurisdiction.

                                 MISCELLANEOUS

       12. Miscellaneous.

       (a) Waiver.

       No purported waiver by either party of any default by the other party
with respect to any term or provision contained herein shall be deemed to be a
waiver of such term or provision unless the waiver is in writing and signed by
the waiving party. The waiver by either party hereto of any breach or violation
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach or violation.

       (b) Entire Agreement.

       This Agreement sets forth the entire understanding between the parties
concerning the subject matter hereof, and supersedes all prior negotiations and
understandings with respect thereto. There are no covenants, promises,
agreements, conditions or understandings, either oral or written, between the
parties and relating to the subject matter of this Agreement other than those
set forth herein. No alteration, amendment, change or addition to this Agreement
shall be binding upon either party unless in writing and signed by the party to
be charged.

       (c) Governing Law.

       This Agreement shall be construed in accordance with and be governed by
the laws of the State of New York, without recourse to its conflict of laws
principles. Jurisdiction and venue for any suit or proceeding brought with
regard to this Agreement shall be either in the Supreme Court of the State of
New York or the United States District Court for the Southern District of New
York.


                                       4
<PAGE>   40

       (d) Indemnity.

       I agree to indemnify the Companies against any and all liability,
damages, costs or expenses (including reasonable attorneys' fees) arising from
any claims, demands or actions of libel, violation of the right of privacy,
infringement of copyright or other rights arising out of my breach of this
Agreement. I shall at my own cost and expense dispose of any such claim or
demand, or defend against any such action. The respective Companies shall have
the right, at my cost and expense, to participate in the defense of any such
action, and to be represented by counsel of the respective Companies' selection.

       (e) Benefit.

       This agreement shall be binding upon my estate, heirs, executors,
administrators, successors and assigns.

       (f) Severability.

       If any provision of this Agreement shall be held invalid or
unenforceable, the remainder of this Agreement which can be given effect without
such invalid or unenforceable provision shall remain in full force and effect,
and the court or agency having competent jurisdiction over the parties and the
subject matter shall be empowered to revise and/or construe said provisions of
the agreement so as to accomplish the intention of the parties within the bounds
of permissible legal limits. If any provision is held invalid or unenforceable
with respect to particular circumstances, it shall remain in full force and
effect in all other circumstances.

       (g) Captions.

       The captions and section numbers appearing in this Agreement are inserted
only as a matter of convenience, and shall not be used to construe, define,
limit or describe the scope or intent of the provisions of this Agreement.

Dated: July __, 1998


                                     ___________________________________________

                                     Signature of ______________________________
                                                  (Print Name)


                                       5
<PAGE>   41

                                 SCHEDULE 17(a)

       The only outstanding claim made or pending against RMST relating to its
exclusive salvage rights to the Titanic shipwreck is an appeal to the United
States Court of Appeals for the Fourth Circuit from an order entered June 23,
1998 (the "Order") granting RMST's motion for a preliminary injunction enjoining
certain parties from visiting the wreck site to view and photograph the wreck
(R.M.S. Titanic. Inc. v. The Wrecked and Abandoned Vessel believed to be the RMS
TITANIC. in rem, No. 2:93cv902), with respect to which there is presently
pending a motion for a stay of the Order pending determination of such appeal.
<PAGE>   42

[LOGO] MAZimmer74@aol.com
       07/09/98 11:30 AM

To: Jessica Algazi
cc: pclemente@whol.edu
Subject: RMST Rights for WHOI

--------------------------------------------------------------------------------
Hi, Jessica.

Here is what we all hope will be the final draft of the rights provisions
affecting WHOI's use of footage from the Titanic shoot. Please note the
following small changes:

1. WHOI will provide personnel for maintenance of its equipment, but not
operation. Apparently I was misinformed. Nevertheless, I believe the Meridien
people are aware of the responsibilities in this regard.

2. Please see the small addition to para. 4, which I believe clarifies the
intention of the suggestion made by RMST. Institutionally,

3. Some minor revisions of a purely editorial nature, primarily with respect to
stills.

Please let me know if there is anything further you need. I'll look forward to
seeing the draft agreement.

Mary Ann

--------------------------------------------------------------------------------

Woods Hole Oceanographic Institution ("WHOI") shall provide underwater camera
and lighting equipment, installation and telemetry services and personnel to
maintain such equipment to DCI on an independent contractor basis in connection
with a television program ("Program"):

1. WHOI shall have no right, title or interest in the copyright in the footage
transmitted or recorded by WHOI cameras and equipment ("Footage") or any portion
thereof.

2. All WHOI personnel shall execute such Appearance Releases and Photography
Releases. DCI shall use its best efforts to insure that no WHOI employee or
contractor shall be recognizable in any salvage efforts that may occur or that
may be depicted in the Program or any program utilizing the Footage.

3. DCI shall grant or shall cause RMST to grant to WHOI a perpetual,
non-exclusive license in the Footage as follows for:

       (a) Scientific/technological research: Internally at WHOI without
limitation;

       (b) WHOI educational exhibitions: Up to 2-1/2 minutes of excerpts of
Footage selected by WHOI from all Footage and up to 12 stills prepared the
excerpts of Footage for use in connection with WHOI or "Destination Deep Sea"
educational exhibition (for which WHOI shall not charge admission) at WHOI or
science museums or similar venues: provided, however, that WHOI's use of such
excerpts shall be limited to that portion of the exhibition concerning ship
wrecks and shall not commence prior to 6/99 and that WHOI may not exhibit such
excerpts in any market where RMST has an exhibition, either during such RMST
exhibition or for one month prior to such RMST exhibition; and provided,
further, that the
<PAGE>   43

parties, by mutual agreement, may elect to use a different procedure for
selection of excerpts for use in WHOI educational exhibitions; and provided,
further, that WHOI will not use or refer to the excerpts or stills in
promotional materials for the exhibition;

       (c) WHOI-sponsored educational materials: Up to 12 stills prepared from
Footage and up to 5 minutes of excerpts of Footage for use in WHOI-sponsored
educational materials (published by a publisher of text books) for K-12
curricula; provided, however, that the stills and Footage shall not be included
in books or other media that are sold or distributed for non-classroom use;

       (d) Scientific/technical journals: Up to 12 stills prepared from Footage
for use in articles (but not to be used as a magazine cover or in pictorial
feature) in "peer-review" scientific/technical journals, but excluding
mass-market journals such as Scientific American and National Geographic;
provided, however, that no such article shall be published prior to the date
three months following completion of the expedition.

       (e) Director's presentations: Up to 2 minutes of excerpts from Footage in
use in presentations (for which there is no admission charge)given by the
Director or employees of WHOI for the scientific and educational purposes of the
institution; provided, however, that no Footage shall be used in any
presentations in which Titanic is the subject matter;

(f) Promotion: Up to 2 minutes of excerpts from Footage licensed pursuant to
subparagraphs 3(b), (c), (d) and (e) for use in promotion relative to the
foregoing activities; provided, however, that such excerpts shall be the same as
those distributed publicly by RMST and DCI in their respective promotional uses.

4. WHOI shall not in any way disparage or denigrate the salvage efforts,
expeditions, exhibitions and/or other activities of RMST or its directors,
officers, employees, agents or licensees In connection with work contracted for
under this agreement including but not limited to its use of footage hereunder.

5. WHOI will accord DCI and RMST credit in connection with any uses of Footage
pursuant to subparagraphs 3 (b) through (e).

The concepts contained in this 
letter are hereby agreed to and 
accepted.

RMS TITANIC, INC.


By: /s/ George Tulloch
    -----------------------------
    George Tulloch