<PAGE>   1

      Agreement, dated as of July 22, 1996 (this "Agreement"), by and among
Discovery Communications, Inc. ("DCI"), a Delaware corporation having its
principal place of business at 7700 Wisconsin Avenue, Bethesda, Maryland 20814,
Ellipse Programme, a French corporation having its principal place of business
at 15 Square Vergennes, 75015 Paris, France ("Ellipse"), which entity is a
subsidiary of the Canal+ Group, 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 summer of 1996 (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:

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

      a.    The vessels that will be participating in the Expedition are (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"),
            which agreement shall provide, without limitation, that the Ocean
            Voyager shall contain thereon at least all of the equipment listed
            on Schedule 1(a) hereto) and which agreement shall reflect the terms
            of the letter agreement of even date herewith between Aqua+ and RMST
            attached hereto as Schedule 1(a)(1), and (ii) the Nadir vessel,
            together with its submersibles and other assets and facilities (the
            "Nadir", the Nadir and the Ocean Voyager may be referred to
            collectively as the "Vessels") belonging to the French Institute for
            the Research and Exploration of the Seas ("IFREMER") that RMST has
            chartered for the Expedition pursuant to an agreement, dated June
            12, 1996, between RMST and IFREMER (the "IFREMER Charter
            Agreement"). The parties hereto agree that the charter of the Ocean
            Voyager by RMST shall also be governed by and subject to the letter
            agreement of even date herewith between DCI and RMST attached hereto
            as Schedule 1(a)(2). The parties hereto further agree that DCI's
            obligation to pay RMST the amount set forth in Section 1(c)(ii)
            below is subject to DCI'S receipt, review and approval of the Ocean
            Voyager Charter Agreement.

      b.    Subject to the terms of the IFREMER Charter Agreement, during late
            July through early September of 1996, RMST shall cause the Nadir to
            work in tandem with the Ocean Voyager 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). RMST shall cause IFREMER to (i) attempt to
            illuminate and obtain video and still photography of the entire bow
            and stern sections of the Titanic shipwreck and the surrounding
            wreck site (the "Illumination
<PAGE>   2

            Footage") and (ii) further the scientific and historical
            conservation goals of the Expedition by recovering artifacts from
            the Titanic, including the possible recovery from the debris field
            surrounding the wreck and transport to the United States of a
            section of the Titanic's hull having dimensions of approximately 25
            ft. by 12 ft. DCI 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 "DCI Production Activities"), and RMST and Ellipse agree to
            accord DCI and its representatives full rights of access with
            respect to the Expedition to accommodate any such DCI Production
            Activities. Subject to the terms and conditions of the Agreement,
            dated March 8, 1996, between RMST and Guiness Import Company (the
            "Bass Ale Agreement"), as such Bass Ale Agreement exists on the date
            of this Agreement, the parties hereto agree that, notwithstanding
            the salvage rights of RMST, and RMST's right to retain all salvage
            materials recovered thereby, (A) the production and editorial needs
            of Producer with respect to the Programs, and the scheduling of such
            shoots, shall in all events take priority over any dives or other
            missions to salvage materials from the Titanic shipwreck and shall
            be obtained primarily during the first two weeks of the Expedition,
            and (B) the filming of all Expedition Recordings (as defined below)
            undertaken by RMST will be done subject to Producer's control and in
            a manner that does not interfere in any way with the DCI Production
            Activities. Without limiting the generality of the foregoing, the
            parties hereto further agree that RMST shall cause IFREMER's deep
            diving submersible Nautile to procure for Producer the list of shots
            set forth on Schedule 1(b) attached hereto on a first priority
            basis. In addition, the parties hereto further agree that, where
            feasible, RMST shall cause the Ocean Voyager submersibles, together
            with the Nadir, to engage in a number of shallow water dives, which
            shall be filmed to provide footage for Producer showing the
            submersibles in operation under water.

      c.    Notwithstanding any other provision of this Agreement, the entering
            into of this Agreement by DCI and DCI's participation in the Project
            are expressly conditioned upon and subject to the written approval
            by the parties hereto of the budget for the Project (the "Budget").
            Each of the parties hereto hereby confirms its approval of the
            Budget attached hereto as Schedule 1(c)(1) and incorporated by
            reference herein. The maximum cost figure of the Budget, as set
            forth thereon, is U.S. * Schedule 1(c)(2) attached hereto and
            incorporated by reference herein summarizes the respective
            obligations of each party hereto with respect to the funding of the
            Budget, and the parties hereto agree to be bound thereby. In
            addition, the parties hereto further agree as follows:

            i.    * shall pay to RMST the aggregate amount of 4.1 million French
                  francs which amount RMST is obligated to pay to IFREMER
                  pursuant to the IFREMER Charter Agreement, 2.1 million French
                  francs of which shall be payable thereby upon the execution
                  and delivery by the parties hereto of this Agreement, and 2.0
                  million French francs of which shall be payable thereby not
                  later than July 15, 1996. RMST hereby authorizes and directs *
                  to pay the foregoing amounts directly to IFREMER in
                  satisfaction of its obligations to pay to RMST such amounts
                  pursuant to this Subsection (c)(i).

            ii.   * shall pay to RMST the aggregate amount of U.S. $550,000
                  which amount RMST is obligated to pay to Aqua+ pursuant to


                                       -2-

* denotes redacted material
<PAGE>   3

                  the Ocean Voyager Charter Agreement, such amount to be paid as
                  it becomes due under such Agreement. RMST hereby authorizes
                  and directs * to pay the foregoing amount directly to Aqua+ in
                  satisfaction of its obligations to pay to RMST such amount
                  pursuant to this Subsection (c)(ii).

            iii.  subject to the last sentence of this Subsection (c)(iii),
                  * shall pay to RMST the aggregate amount of U.S. $80,000 which
                  amount RMST is obligated to pay to Cokin Communications
                  Company, Inc. ("CCC") pursuant to a Consulting Agreement to be
                  entered into between RMST and CCC (the "Consulting
                  Agreement"), such amount to be paid as it becomes due under
                  such Consulting Agreement. RMST hereby authorizes and directs
                  DCI to pay the foregoing amount directly to CCC in
                  satisfaction of its obligations to pay to RMST such amount
                  pursuant to this Subsection (c)(iii). The parties hereto agree
                  that DCI's obligation to pay RMST the amount set forth in this
                  Subsection (c)(iii) is subject to the receipt, review and
                  approval by DCI of the Consulting Agreement.

            The Budget is inclusive of all obligations of the parties hereto to
            Aqua+ and IFREMER (as stated above), and inclusive of all other
            costs relating to the production, completion and delivery of the
            Programs, other than (i) certain deferred payments that RMST has
            agreed to make to IFREMER in an aggregate amount not to exceed U.S.
            $980,000 (the "IFREMER Deferment"), (ii) the costs of creating the
            illumination required to obtain the Illumination Footage and (iii)
            additional costs relating to the preparation of the Ellipse Version
            (defined herein) of each Program, as contemplated by Section
            2(b)(ii)(D) below (such additional costs which are the sole
            responsibility of Ellipse). RMST hereby confirms that it shall be
            solely responsible for paying the IFREMER Deferment and all costs
            associated with obtaining the Illumination Footage (which costs of
            illuminating the bow section RMST represents are approximately U.S.
            $700,000), and neither DCI nor Ellipse shall have any liability or
            obligation whatsoever with respect to the same. DCI and Ellipse
            hereby confirm that, subject to the last sentence of this Subsection
            1(c), RMST has no obligation to fund the Programs, other than U.S.
            $100,000 described on Schedule 1(c)(2) hereto (which amount shall be
            partially set off by DCI, as set forth therein). 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.

2.    The Programs; Production of the Programs; Budget.

      a.    The Programs. The Programs shall consist of (i) one (1) program
            which shall be 52 minutes in length (the "Initial Program") and (ii)
            one (1) program which shall be 104 minutes in length (the
            "Special"), each of which shall be of the subject matter contained
            in each of the treatments attached hereto as Schedule 2(a).
            Notwithstanding the foregoing, Ellipse may, at its sole cost, edit
            (subject to the editorial standards set forth in this Agreement) the
            Special for the exhibition thereby in the Ellipse Territory (as
            defined herein) to instead consist of two (2) programs, each of
            which shall be 52 minutes in length.

      b.    Production of the Programs.

*  denotes redacted material


                                       -3-
<PAGE>   4

            i.    Redacted material

            ii.   Redacted material

                  (A)   Redacted material

                  (B)   Redacted material

                  (C)   Redacted material

                  (D)   Redacted material


                                       -4-
<PAGE>   5

                  (E)   Redacted material

                  (F)   Redacted material

                  (H)   Redacted material

                  (I)   Redacted material

                  (J)   Redacted material

                  (K)   Redacted material

            iii.  Redacted material

            iv.   Redacted material


                                       -5-
<PAGE>   6

            v.    Redacted material

      c.    Budget. As previously noted in Subsection 1(c), attached hereto as
            Schedule 1(c)(1) is a copy of the Budget which has been agreed upon
            by the parties hereto in connection with the Project. Each of the
            parties hereto shall be responsible for performing those activities
            which are line items of the Budget for which the Budget identifies
            such party as being financially responsible. In addition, 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; provided,
            however, that to the extent that any party hereto requests additions
            and or enhancements to the Programs or the Project, the overages
            associated with such request shall be the sole financial
            responsibility of such requesting party; and further provided,
            however, that such overages for any line item which is the financial
            responsibility of DCI shall not be DCI's responsibility, to the
            extent that Ellipse is responsible for such activity pursuant to the
            Co-Production Agreement, if pursuant to the Co-Production Agreement,
            such overages are stated to be the financial obligation of Ellipse
            (such overages shall be in respect of the Ellipse Version of each
            Program). In addition, with respect to telephone and room and board
            charges aboard the Ocean Voyager, Ellipse shall be obligated for
            such charges to the extent reflected in the Budget, and each of the
            parties hereto shall be responsible for overages in respect thereof
            to the extent incurred by or on behalf individuals retained by such
            party. Ellipse hereby confirms and agrees that neither it nor Aqua+
            has any control over, or rights in, the Programs (other than the
            Television Rights (as defined below) and Home Video Rights (as
            defined below) licensed to Ellipse pursuant to this Agreement, other
            than as set forth in the Co-Production Agreement, as modified by the
            Side Letter, and after giving effect to the Side Letter, all work
            done by Ellipse in connection with the Programs shall be and
            constitute a work-for-hire, all right, title and interest therein
            which shall remain with DCI; provided, that as set forth herein,
            Ellipse shall retain ownership interest in the Ellipse Elements
            (defined herein).

3.    Redacted material

4.    Exclusive Access Rights. RMST and, as applicable, Ellipse, hereby grant to
      DCI the exclusive rights of access to and coverage of the Expedition


                                       -6-
<PAGE>   7

      for documentary programming purposes. In order to effectuate and
      facilitate the exercise of such exclusive rights by DCI, RMST and Ellipse
      agree as follows:

      a.    until the earlier of the delivery of the Programs to DCI by
            Stardust, or June 30, 1997, each of Ellipse and RMST shall accord
            DCI and its representatives unrestricted access to and use of all
            scientific, technical and historical research and other materials
            owned or procured by, or made available to, as applicable, RMST or
            Ellipse (including, without limitation, RMST agrees to accord DCI
            access to all RMST-owned footage from prior Titanic expeditions,
            totaling approximately 400 hours and contact information for all
            participating consultants, researchers and specialists)
            (collectively, the "Other Materials"). Such right to use the Other
            Materials shall be limited to the inclusion thereof in the Programs;
            provided, however, that Other Materials incorporated into the
            Programs may be used in Other Productions (as defined in Section
            8(b)(i) below) and in the exploitation of Electronic Media Rights
            pursuant to Section 8(c) below. Additionally, RMST agrees to
            authorize DCI to use certain Other Materials for the marketing,
            distribution and promotion of the Programs, Other Productions, and
            derivative works of the Programs such as home videos and CD-ROMS
            that may be produced (the "Derivative Works"); provided, that all
            Other Materials which are utilized by DCI in a print format will be
            jointly selected and approved by DCI and RMST, with RMST reserving
            the right to approve, in its reasonable business judgement, the type
            and amount of Other Materials that DCI will be permitted to so use
            in the print format for marketing, distribution and promotional
            purposes, in light of the potential impact of DCI's proposed use on
            the impairment of the commercial value of such Other Materials to
            RMST. Notwithstanding the foregoing, DCI shall have the right to
            utilize segments of the Programs, Other Productions and Derivative
            Works that incorporate Other Materials in connection with the
            marketing, distribution and promotion thereof through television
            commercials. RMST and Ellipse hereby each represent and warrant
            that, except as set forth on Schedule 4(a) attached hereto, it has
            all rights in the Other Materials owned thereby necessary to grant
            such right of use to DCI throughout the world in perpetuity in all
            media, and with respect to Other Materials not owned thereby, upon
            notification by DCI that DCI intends to make use of the same in
            accordance with the terms of this Agreement, it shall inform DCI of
            the rights it has therein, and shall cooperate with DCI to permit to
            obtain any additional rights DCI may require to so make use of such
            Other Materials. RMST and Ellipse further represent and covenant
            that, at the request of DCI, and at DCI's cost, Ellipse and RMST
            shall use their best efforts to secure any such rights as shall be
            required for use by DCI;

      b.    Subject to the Bass Ale Agreement and the next sentence of this
            Subsection 4(b), each of RMST and Ellipse hereby grant to DCI and
            its designees the right and option to participate in all major
            activities and events associated with the Project, wherever and
            whenever undertaken during the period commencing on the date hereof
            through the earlier of (i) June 30, 1997 and (ii) the U.S. premiere
            of the Special on Discovery Channel. RMST agrees that its approval
            right set forth in paragraph 4(b) of the Bass Ale Agreement shall be
            (A) jointly exercised by DCI and RMST with respect to (1) the use of
            Expedition Recordings that do not depict images of efforts to
            recover Bass Ale bottles and (2) images that include any DCI
            trademark or logo and (B) exercised in a manner that is consistent
            with the spirit and intent of this


                                       -7-
<PAGE>   8

            Agreement, and RMST further agrees that if it intends to permit
            individuals to participate in a press conference pursuant to the
            Bass Ale Agreement, such invitation is subject to the prior approval
            of DCI, reasonably exercised;

      c.    each of Ellipse and RMST agree to coordinate in good faith with
            DCI's marketing and communications groups to assure that DCI
            controls the nature and scope of its brand exposure in connection
            with the Expedition (including, if DCI so elects, the placement of
            DCI signage on (i) the Aqua+ Vessel and equipment and (ii) the
            IFREMER vessel and equipment, which RMST shall use its best efforts
            to achieve, with DCI to retain sole control over all uses of its
            trademarks, logos and variations incorporating the same at all
            times) and DCI in connection therewith agrees that RMST and Ellipse
            shall have the right to place signage of their own on such Vessels
            and equipment, and DCI agrees that, to the extent DCI may in fact
            have the ability to grant such right thereto, Ellipse and RMST shall
            have the right to place their signage upon any vessel upon which DCI
            is placing its signage (and further provided that DCI shall not take
            or require any action to be taken which would cause or require the
            names "Jules" and "Jim" not to remain visible on the Ocean Voyager's
            submersibles;

      d.    (i) DCI and RMST reserve the right to approve or disapprove all
            individuals brought to the site of the Expedition by Ellipse or
            Aqua+, other than those individuals whose names appear in the
            Budget, or who are employees of Aqua+ and who "man" the Ocean
            Voyager pursuant to the Ocean Voyager Charter Agreement. Ellipse and
            RMST shall each secure all requisite permissions and written
            releases (by execution of an Appearance Release in substantially the
            form attached hereto as Schedule 4(d)(i)) of all "key individuals"
            brought to the Expedition thereby; including, without limitation,
            RMST shall secure such releases and the active cooperation of George
            Tulloch, Charles Haas, John Eaton, Alexander Lindsay and Buzz Aldrin
            (which RMST hereby represents are the "key individuals" involved
            with and which shall be on the site of 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 DCI (e.g., "making of" programs,
            on-line events, live television broadcasts, etc.), (ii) Ellipse and
            RMST shall secure a written release, in substantially the form
            attached hereto as Schedule 4(d)(ii), of all individuals brought to
            the site of the Expedition thereby (including, without limitation,
            individuals brought pursuant to the Bass Ale Agreement), whether on
            the Nadir, the Ocean Voyager (and the Ocean Voyager Charter
            Agreement shall so provide that Aqua+ shall ensure that each such
            individual shall in fact execute such form of written release, prior
            to boarding the Ocean Voyager) or otherwise, including, without
            limitation, the individuals who "man" such vessels, pursuant to
            which such individuals shall covenant that all stills and footage
            taken thereby at the site of the Expedition is for their personal
            use, and may not be sold, given or otherwise released to any entity
            or individual for commercial use, by the media or otherwise;
            provided, however, that Ellipse agrees to use best efforts to secure
            releases, in the form attached hereto as Schedule 4(d)(ii), of the
            twenty-six individuals (i.e., the nineteen sailors and nine
            submersible operators) that are currently aboard the Ocean Voyager,
            and (iii) Ellipse and RMST shall in addition use their best efforts
            to secure written Appearance Releases, in the form of Schedule
            4(d)(i) attached hereto, of Burt Reynolds, the survivors


                                       -8-

<PAGE>   9

            of the Titanic shipwreck, and all other individuals who are on board
            the Vessels or otherwise brought to the site of 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 DCI (e.g., "making of"
            programs, on-line events, live television broadcasts, etc.);

      e.    RMST shall not amend or otherwise modify the Bass Ale Agreement
            without the prior written consent of DCI; and

      f     to cooperate in good faith with DCI to obtain the original plans for
            the Titanic from Harland & Wolff.

5.    Media Coverage. RMST and Ellipse hereby acknowledge that is has always
      been, and remains, a matter of critical importance to DCI 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 and Ellipse also
      acknowledge the importance to DCI 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 DCI is
      being granted with respect to the Project. Accordingly, RMST and Ellipse
      hereby grant to DCI the unconditional right to review and approve:

      a.    the content of all press releases and other public announcements
            concerning the Project issued by or with the authorization of RMST
            or Ellipse excluding customary on-air promotional spots,
            announcements by French broadcasters as part of a program line-up
            and press releases (after the initial press release concerning this
            Agreement and the relationship of the parties involved in the
            Project) advertising the forthcoming exhibition of the Ellipse
            Version of the Programs on television by licensees of Ellipse in the
            Ellipse Territory (defined herein);

      b.    the terms and conditions of all agreements, oral and written, with
            respect to proposed corporate sponsorships relating to the Project;
            and

      c.    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 release in the form of
            Schedule 4(d)(ii) hereof) seeking to record or procure still
            photographs or 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 or not the proposed use is for
            news, documentary or any other commercial or non-commercial purpose
            (the "Media Requests"). DCI's foregoing approval rights shall
            include the right to specify the terms and conditions of and to
            review and approve the written agreement on which such Media
            Requests are to be accommodated, if at all, and DCI's approval may,
            at its election, be conditioned on DCI being accorded an appropriate
            credit in conjunction with the permitted coverage. In addition, and
            without limitation, to the extent that members of cruise ships or
            other third party vessels are granted permission to film any part of
            the Expedition for personal use, and to the extent that private
            individuals are permitted to board


                                       -9-

<PAGE>   10

            any of the Vessels and to film any part of the Expedition for
            personal use, such individuals shall be required to execute the
            release, in the form of Schedule 4(d)(ii), pursuant to which such
            individuals shall covenant that all stills and footage taken thereby
            is for their personal use, and may not be sold, given or otherwise
            released to any entity or individual for commercial use, by the
            media or otherwise. RMST and Ellipse shall refer all Media Requests
            to DCI, and 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 DCI's
            exclusivity and other rights as set forth herein. Without limiting
            the generality of the foregoing, RMST and Ellipse hereby grant to
            DCI the absolute and unconditional right to approve all television
            coverage of the Project, whether or not on a live basis.
            Notwithstanding the foregoing, the parties hereto agree that media
            coverage of the Aqua+ Vessel and equipment, separate and apart from
            the Expedition, and media coverage of each of the parties hereto,
            not related to the Expedition, is not subject to such approval
            process. In addition, subject to the limitation and requirements of
            Section 8 hereof with respect to the utilization of the Wreck Site
            Recordings and to the provisions of Section 8(e) hereof, the use of
            still photographs exhibited in the print format, to the extent
            exhibited in the Ellipse Territory in order to promote Ellipse's
            exhibition of the Programs is hereby preapproved; provided, that
            such exhibition of stills in print format does not appear in a
            version of National Geographic magazine.

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

      a.    "DCI Programming Services" shall mean all programming services in
            which DCI has an ownership interest or controls or shares control of
            programming decisions, or to which DCI supplies programming in a
            block for exhibition under the names and marks "TDC", "Discovery
            Channel", "TLC", "The Learning Channel", "Discovery Animal Planet"
            and any other DCI 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.

      c.    "Expedition Recordings" shall mean the Wreck Site Recordings (as
            defined below) and all other audio recordings, still photographs and
            film, video and other motion picture images (in all formats and
            however recorded) made in the North Atlantic during the Expedition
            by RMST, IFREMER and/or any third party authorized by either of the
            foregoing entities (other than Stardust or any other person or
            entity engaged by DCI or Stardust to work on the Programs including,
            without limitation, to the extent made by


                                      -10-
<PAGE>   11

            Ellipse or Aqua+ pursuant to the Production Services Agreement or
            any other agreement, exclusive of this Agreement, pursuant to which
            DCI or Producer shall engage such entity to work on the Programs,
            all of such works made pursuant to any such agreement with DCI each
            of the parties hereto confirms shall constitute a work-for-hire, all
            right, title and interest therein which shall be and remain with
            DCI).

      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.    "French-Speaking Territories" shall mean the French-speaking
            territories throughout the world outside of France listed on
            Schedule 6(e) attached hereto.

      f.    "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 television receiver are located in consumer homes.
            Notwithstanding the foregoing, Home Video Rights shall include any
            Electronic Media Rights or any other distribution involving or
            utilizing computer or other interactive technology (including,
            without limitation, video discs).

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

      h.    "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).

      i.    "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


                                      -11-
<PAGE>   12

            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.

      j.    "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.

      k.    "Television Rights" shall mean Standard Television Rights and
            Nonstandard Television Rights.

      1.    "Wreck Site Recordings" shall mean the Illumination Footage and all
            other audio recordings, still photographs and film, video and other
            motion picture images (in all formats and however recorded) made
            undersea, on the ocean floor, at or in the vicinity of the Titanic
            wreck site during the Expedition.

7.    Ownership of Programs; Use of Programs.

      a.    Ownership of Programs. Except for the rights that shall be retained
            by RMST and Ellipse or licensed by them to DCI as set forth in this
            Agreement, the parties hereto agree that DCI 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 and
            Other Materials), all of which shall be created for DCI as a
            "work-made-for-hire" (as such term is defined in the U.S. Copyright
            Act). Notwithstanding the foregoing, the Ellipse Elements (defined
            herein) shall not constitute Program Elements owned by DCI.

      b.    Use of Programs. Except for the licenses and other rights granted by
            DCI to RMST and Ellipse as set forth in this Agreement or as
            otherwise specified in this Agreement, DCI will have the sole and
            exclusive right to exhibit, license, promote, distribute, sell and
            otherwise use the Programs and the Program Elements and to exploit
            all 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 or entity.

            i.    Footage Rights. In connection with any footage with respect to
                  the Programs that DCI, in its sole discretion, elects to make
                  available to third parties for licensing as stock footage, DCI
                  hereby agrees to afford Ellipse a *
                  * discount from DCI's standard rate card for any such footage
                  licensed to Ellipse.

8.    Exploitation of Expedition Recordings. DCI hereby confirms and agrees that
      RMST owns all rights in and to the Expedition Recordings made thereby, and
      that RMST shall retain the ownership of the copyrights, therein,
      notwithstanding the license of DCI of all or any portion


                                      -12-

* denotes redacted material
<PAGE>   13

      thereof pursuant to this Agreement. RMST hereby grants to DCI the
      unlimited right and perpetual, fully paid license, to incorporate the
      Expedition Recordings in the Programs and otherwise use and exploit the
      Expedition Recordings which are incorporated in the Programs in and in
      connection with the marketing, promotion, distribution, sale, licensing
      and other exploitation of the Programs in any and all media, whether now
      known or unknown, throughout the world in perpetuity; provided, that
      Illumination Footage so incorporated into a Program is limited in length
      to continuous sequences of not more than 180 seconds each and a maximum
      aggregate running time of all sequences of Illumination Footage (x)
      incorporated into any one Program of not greater than 8 minutes per 60
      minutes of running time and (y) incorporated into both Programs of not
      greater than 12 minutes of running time; and further provided, that such
      right to use and exploit the Wreck Site Recordings shall be limited to the
      inclusion thereof in the Programs; provided, however, that Wreck Site
      Recordings incorporated into the Programs may be used in Other Productions
      (as defined in Section 8(b)(i) below) and in the exploitation of
      Electronic Media Rights pursuant to Section 8(c) below. Additionally, RMST
      agrees to authorize DCI to use certain Wreck Site Recordings for the
      marketing, distribution and promotion of the Programs, Other Productions,
      and Derivative Works of the Programs; provided, that Wreck Site Recordings
      which are utilized by DCI in a print format will be jointly selected and
      approved by DCI and RMST, with RMST reserving the right to approve, in its
      reasonable business judgement, the type and amount of Wreck Site
      Recordings that DCI will be permitted to so use in the print format for
      promotional purposes, in light of the potential impact of DCI's proposed
      use on the impairment of the commercial value of such Wreck Site
      Recordings to RMST, and further provided, that neither DCI nor Ellipse may
      use or permit any Illumination Footage to be displayed in a magazine
      without the prior consent of RMST, and RMST may withhold such consent for
      any reason or no reason if it believes that such use would have a material
      adverse effect on the commercial value of the Illumination Footage.
      Notwithstanding the foregoing, DCI shall have the right to utilize
      segments of the Programs, Other Productions and Derivative Works that
      incorporate Wreck Site Recordings in connection with the marketing,
      distribution and promotion thereof through television commercials. The
      parties hereto further agree that notwithstanding such ownership thereby
      or license thereto, as applicable, no other use or exploitation of the
      Expedition Recordings will be undertaken or authorized by RMST, Ellipse or
      DCI, except in accordance with the following:

      a.    Closed-Circuit TV. RMST shall have the non-exclusive right to
            exploit the Expedition Recordings by means of closed-circuit
            television on board the cruise ships being chartered by RMST for the
            period the cruise ships are on location at the Titanic wreck site
            for the time period during which the Expedition is taking place.

      b.    Footage Rights.

            i.    RMST hereby grants to DCI the non-exclusive right to exploit
                  Footage Rights with respect to the Expedition Recordings in
                  connection with productions other than the Programs (the
                  "Other Productions"); provided, that (A) any and each such
                  Other Production is intended for initial exhibition in all or
                  some part of the world via a DCI Programming Service,
                  regardless of whether or not DCI is the copyright proprietor
                  of such Other Production (i.e., DCI's Footage Rights will
                  apply to DCI-owned productions as well as productions and
                  presales in which exhibition rights for DCI Programming
                  Services are merely licensed), (B) DCI cannot, prior to


                                      -13-
<PAGE>   14

                  December 31, 1997, license or exhibit any such Other
                  Productions within the territories in respect of which Ellipse
                  shall have been granted a license to exhibit the Programs in
                  accordance with Section 9 of this Agreement and the License
                  Agreement, and (C) such footage so incorporated in such Other
                  Production is limited in length to continuous sequences of not
                  more than 120 seconds each and a maximum aggregate running
                  time of all sequences of Expedition Recordings incorporated in
                  such Other Production of not greater than 10 minutes per 60
                  minutes of running time.

            ii.   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);
                  provided, that (A) such Footage Rights shall not be exploited
                  sooner than December 31, 1997 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.

            iii.  RMST shall reserve the non-exclusive right to incorporate
                  Illumination Footage into a large-screen theatrical production
                  being developed by RMST (the "Theatrical Production") without
                  such use being subject to the holdback and per sequence and
                  aggregate running time limits described in Subsection ii
                  above; provided, that (A) prior to June 30, 1998, there shall
                  be no commercial exploitation of such production except for
                  theatrical exhibition at RMST's proposed and future
                  exhibitions which are intended to display Titanic artifacts
                  recovered by RMST in a museum-quality environment and/or as a
                  free-standing exhibition (the "RMST Titanic Exhibitions"), (B)
                  the premiere exhibition of the Theatrical Exhibition in any
                  area of the DCI Territory where a RMST Titanic Exhibition is
                  appearing shall not occur until 30 days after the premiere of
                  the Initial Program on the DCI Programming Service exhibited
                  in such area of the DCI Territory, and (C) on and after June
                  30, 1998, RMST may commercially exploit the Theatrical
                  Production only at a theatrical venue (whether or not located
                  at an RMST Titanic Exhibition).

            iv.   RMST shall reserve the non-exclusive right to exploit Wreck
                  Site Recordings (including those portions incorporated into
                  the Programs) to create an audio-visual work to be distributed
                  to consumers on video cassettes, 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 television
                  receiver are located in consumer homes (the "RMST Illumination
                  Footage Video"); provided, that (A) the RMST Illumination
                  Footage Video shall not be sold, rented or otherwise
                  distributed prior to the earlier of (x) 30 days following the
                  premiere of the Initial Program on Discovery Channel in the
                  U.S., or (y) June 1, 1997 and (B) RMST shall not commercially
                  distribute, sell or otherwise exploit the RMST Illumination
                  Footage Video prior to June 1, 1998 except via (i) on-site
                  retail sales to visitors at the RMST Titanic


                                      -14-
<PAGE>   15

                  Exhibitions, and (ii) direct marketing to the names on RMST's
                  proprietary mailing list currently consisting of approximately
                  40,000 such names.

      c.    Electronic Media Rights. RMST hereby grants to DCI, and RMST shall
            retain, the non-exclusive right to exploit Electronic Media Rights
            with respect to the Expedition Recordings; provided, that RMST shall
            have the right to approve any such exploitation of Illumination
            Footage by DCI (which approval may be conditioned upon the
            negotiation of DCI's payment of a fee for the right to use
            Illumination Footage in connection with the exploitation of
            Electronic Media Rights, and which approval may be withheld for no
            reason or any reason and provided, further, that neither DCI nor
            RMST shall commence the commercial exploitation of Electronic Media
            Rights with respect to the Expedition prior to October 1, 1997, nor
            shall DCI exploit its Electronic Media Rights with respect to any
            CD-ROM product created incorporating Expedition Recordings and/or
            Other Materials prior to September 1, 1999 unless Ellipse has waived
            its right to exclusive use thereof during such period, and provided
            further, that Expedition Recordings shall in no event be utilized by
            DCI in connection with the exploitation of Electronic Medial Rights
            at exhibitions at which patrons pay a fee or other consideration for
            admission

      d.    Print Publishing. RMST shall retain the exclusive print publishing
            rights with respect to Expedition Recordings and, in addition,
            neither DCI nor Ellipse shall authorize the publication of any book
            concerning the Expedition; provided, that:

            i.    subject to the limitations and requirements of the first
                  paragraph of this Section 8 hereof preceding Subsection 8(a)
                  hereof, with respect to the utilization of Wreck Site
                  Recordings, RMST grants to DCI and Ellipse the non-exclusive
                  right to exercise print publishing rights with respect to the
                  Expedition Recordings for purposes of advertising and
                  promoting the Programs in their respective territories
                  (Ellipse's territories as set forth in Section 9 below and
                  DCI's territories outside of the scope of its license to
                  Ellipse);

            ii.   in no event shall RMST use or authorize the use of any still
                  or motion picture images or artwork owned or controlled by DCI
                  without DCI's express prior written approval;

            iii.  RMST shall not authorize any publication of Expedition
                  Recordings in any magazine or other periodical in a territory
                  of DCI prior to six months following the premiere of the
                  Initial Program on Discovery Channel (or, if applicable, the
                  DCI Programming Service so exhibited in such territory) in
                  such territory of DCI; provided, that RMST shall have the
                  right to authorize the publication of Illumination Footage in
                  a magazine or other periodical (except for National
                  Geographic) 30 days after the premiere of the Initial Program
                  on the 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 DCI 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 or other small printed handouts
                  distributed in


                                      -15-
<PAGE>   16

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

      e.    Limitations on use of Still Images. In addition to the foregoing,
            DCI agrees that, with respect to still images of Titanic artifacts
            recovered during the Expedition, and with respect to still images of
            the raising of the hull of the Titanic, which still images are owned
            by DCI (collectively, "Restricted DCI Still Images"), DCI shall not
            use any such Restricted DCI Still Images in connection with the
            exercise of merchandising rights; and Ellipse agrees that, with
            respect to still images of Titanic artifacts recovered during the
            Expedition, and with respect to still images of the raising of the
            hull of the Titanic, which still images are owned by Ellipse
            (collectively, "Restricted Ellipse Still Images"), Ellipse shall not
            use any such Restricted Ellipse Still Images in connection with the
            exercise of its merchandising rights. Without limiting the
            foregoing, the parties hereby agree that the inclusion, within a
            home video distributed by DCI or Ellipse to consumers, in connection
            with the exercise of Home Video Rights, of a poster of a Restricted
            DCI Still Image or of a Restricted Ellipse Still Image, shall
            constitute merchandising of such Restricted Still Image and shall be
            prohibited by this Agreement.

9.    Television Exhibition.

      a.    DCI and Ellipse hereby agree that Ellipse shall have the following
            Television Rights on the following basis, with respect to the
            Programs:

                  Redacted Material.


                                      -16-
<PAGE>   17

            Redacted material

      b.    Redacted material


                                      -17-
<PAGE>   18

            Redacted material

10.   Home Video Exploitation. DCI shall pay to RMST an amount equal to ten
      percent (10%) of Net Revenues (as defined on Schedule 10 hereto), derived
      from DCI's exploitation of the Home Video Rights with respect to the
      Programs and DCI 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; provided, that Ellipse has the right to exploit
      Home Video Rights in the Programs in France as well as in all of Ellipse's
      Territory which constitutes the French-Speaking Territories, for the 10
      year period running concurrently with the term of Ellipse's license to
      exhibit the Special via Television in France, and Ellipse shall pay to
      RMST an amount equal to ten percent (10%) of Ellipse Net Revenues (as
      defined on Schedule 10(b) hereto) derived from Ellipse's exploitation of
      such Home Video Rights, and shall retain for its accounts all such
      remaining revenues derived by Ellipse therefrom; provided, that Ellipse
      covenants and agrees that the packaging for each such home video of the
      Programs sold or otherwise distributed in France pursuant to the exercise
      of such rights of Ellipse shall contain the Discovery Channel logo on the
      spine thereof and on the back thereof adjacent to a copyright notice in
      DCI's name, the prominence, form and placement of which logos and
      copyright notice shall be subject to DCI's express prior written approval.
      DCI shall license to RMST the non-exclusive right to combine the Programs
      with additional Illumination Footage (the "RMST Video") and exploit the
      Home Video Rights with respect to the resulting production, on the
      following conditions:

      a.    RMST shall not commercially distribute, sell or otherwise exploit
            the RMST Video except via (i) on-site retail sales to visitors at
            RMST Titanic Exhibitions, and (ii) direct marketing to the names on
            RMST's proprietary mailing list currently consisting of
            approximately 40,000 such names;

      b.    RMST shall not release or distribute an RMST Video combining
            additional Illumination Footage with the Initial Program prior to 30
            days after DCI shall release its home video of the Initial Program,
            or if sooner, prior to 30 days after DCI shall release its home
            video of the Initial Program. RMST shall not release or distribute
            an RMST Video combining additional Illumination Footage with the
            Special prior to 30 days after DCI shall release its home video of
            the Special, or if sooner, prior to 30 days after DCI shall release
            its home video of the Special. To the extent available thereto, DCI
            shall provide RMST with reasonable notice of its schedules for the
            release of the home video for each of the Initial Program and the
            Special, and shall provide to RMST, at no charge to RMST, a master
            copy of each, within 15 business days of receipt by DCI of the same.

      c.    RMST shall consult with DCI in good faith and secure DCI'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 Illumination Footage and/or other content
            RMST proposes to include on the RMST Video in addition to the
            Programs, (ii) the use of any DCI name, logo or 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.

11. On-Line Exploitation.


                                      -18-
<PAGE>   19

      a.    Subject only to RMST's reservation of rights as described below,
            RMST grants to DCI all On-Line Rights with respect to the Project in
            all languages throughout the world, on an exclusive basis from the
            date of this Agreement through September 15, 1997 (the "Exclusive
            Period") and on a non-exclusive basis in perpetuity thereafter;
            provided, that (i) the granting to DCI of such On-Line Rights with
            respect to the Project shall not limit RMST's ability to maintain
            the RMST Website (as defined below), subject to the restrictions set
            forth in Subsection (b)(iii) below with respect to the content to be
            distributed thereon, (ii) DCI shall not sublicense to third parties
            for use on their websites content on the DCI Website (as defined
            below) which is licensed to DCI by RMST, and (iii) all Expedition
            Recordings used by DCI as content on the DCI Website will be jointly
            selected and approved by RMST and DCI, based on reasonable
            standards. In addition, the parties hereto hereby acknowledge that
            RMST has granted certain on-line rights pursuant to the Bass Ale
            Agreement in connection with the Bass Ale consumer promotion
            described therein.

      b.    In full consideration of the license of On-Line Rights granted to
            DCI pursuant to Subsection a above, DCI agrees to:

            i.    pay to RMST a flat fee of U.S. $40,000 (which fee DCI shall
                  set off against amounts owed by RMST as its share of the
                  Budget);

            ii.   include, for such time as DCI's website Discovery Channel
                  Online (the "DCI Website") shall contain content covering the
                  Project, at the main web page of the DCI Website which covers
                  the Expedition, a hotlink to RMST's website "Titanic Online"
                  (the "RMST Website");

            iii.  authorize RMST to use certain Expedition Recordings solely for
                  purposes of enabling limited daily updates during the
                  Expedition on the RMST Website; provided, that all Expedition
                  Recordings so used by RMST will be jointly selected and
                  approved by RMST and DCI, with DCI reserving the right to
                  approve, in its reasonable business judgment, the type and
                  amount of Expedition Recordings that RMST will be permitted to
                  use for such purposes, in light of the potential impact of
                  RMST's proposed use on the DCI Website's ability to generate
                  revenue by selling exclusive packages to its sponsors and
                  advertisers;

            iv.   following the Exclusive Period, accord RMST non-exclusive
                  access to all DCI owned and controlled artifacts relating to
                  the Project created for use on the DCI Website; provided, that
                  such content will be used by RMST solely for incorporation
                  into the RMST Website relating to the Titanic shipwreck; and

            v.    other than to the extent incorporated into the Programs, Other
                  Materials utilized by DCI in the exploitation of its OnLine
                  Rights will by jointly selected and approved by DCI and RMST,
                  with RMST reserving the right to approve, in its reasonable
                  business judgment, the type and amount of Other Materials that
                  DCI will be permitted to use for such purposes, in light of
                  the potential impact of DCI's proposed use on the impairment
                  or dilution of the commercial value of such Other Materials to
                  RMST.


                                      -19-
<PAGE>   20

12.   Promotional Reel. DCI 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 non-commercial internal use, and DCI agrees that
      portions of such promotional reel, in reasonably limited segments
      (approximately 5 minutes), may also be exhibited at the RMST Titanic
      Exhibitions, in the areas where viewers are waiting in line for entrance
      to such Exhibitions; provided, that RMST shall be solely responsible for
      all costs of obtaining such elements (including all required third party
      clearances) and DCI shall have the right to approve the content of any
      such reel.

13.   Delivery Elements. The Initial Program and Special shall be budgeted for
      delivery of 52 minute and 104 minute seamless international master tapes,
      respectively, and other customary physical elements and documentation as
      customarily required by DCI for its high-end commissioned prime time
      specials. Ellipse shall be solely responsible for all additional costs of
      creating versions of the Programs for the Ellipse Territory. Details
      concerning deliverables are set forth in Schedule 13 attached hereto.

14.   Production Credits. The following production credits will be accorded on
      the Programs:

      a.    On DCI Versions: A credit in substantially the form "Produced for
            Discovery Channel by Stardust Visuals, Inc. and Ellipse Programme,
            with the cooperation of RMS Titanic, Inc."; and

      b.    On Versions Licensed by Ellipse: A credit in substantially the form
            "A Stardust Visual and Ellipse Programme Production for Discovery
            Channel" "plus, at Ellipse's election, an "In Association With" or
            "Co-Produced with" credit for any major co-financiers to whom
            Ellipse sublicenses Television Rights in the territories of France,
            Germany and Italy, produced with the cooperation of RMS Titanic,
            Inc. In the event that the use of the above credit conflicts with
            applicable government regulations, a credit in substantially the
            form "A Discovery Channel/Stardust Visual/Ellipse Programme
            Production" may be used in place of the portion of the credit that
            states "A Stardust Visual and Ellipse Programme Production for
            Discovery Channel."

15.   First Negotiation Right. The parties agree that DCI shall be accorded a
      customary right of first negotiation to participate on the next Titanic
      expedition following the Expedition (the "Next Expedition") which right of
      first negotiation shall be for a period of not less than 45 days,
      commencing not earlier than February 1 of the calendar year in which the
      Next Expedition shall occur (the "DCI Negotiating Period), and during
      which period RMST shall negotiate exclusively (other than with Ellipse
      with respect to the rights set forth below) and in good faith with DCI. If
      DCI and RMST shall agree on terms in respect of such Next Expedition, and
      if RMST shall thereafter fail to enter into an agreement with DCI 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 agreed to with DCI, RMST agrees that it shall not have the right to
      commence the Next Expedition earlier than one year following the
      termination of the DCI Negotiating Period. In addition, Ellipse shall be
      accorded the same right of first negotiation, during the same time period
      as the DCI Negotiating Period, with respect to its right to participate,
      with respect to the Ellipse Territory, on the Next Expedition.


                                      -20-
<PAGE>   21

16.   Agents' Fees. Except for the fee of Cokin Communications, Inc. set forth
      as a line item in the Budget, RMST and Ellipse shall be solely responsible
      for and pay all fees, commissions and expenses of their respective agents
      and representatives, none of which shall be included in the Budget, it
      being understood that DCI shall have no obligation or liability whatsoever
      with respect to the same.

17.   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.   Except for the Bass Ale Agreement, the Agreement, dated
                  January 26, 1996, between Ellipse and RMST regarding the
                  production of a CD ROM, and the IFREMER Charter Agreement,
                  true and complete copies of each, including any and all
                  amendments thereto, which have been delivered by RMST to DCI,
                  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, including seeking
                  injunctive relief where appropriate, to prevent any third
                  party from procuring footage or artifacts from the Titanic
                  wreck site during 1996.

            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 exclusive salvage rights with respect to the Titanic.

      b.    DCI and Ellipse each 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 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.

18.   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


                                      -21-
<PAGE>   22

      use its best efforts to ensure that each person or entity receiving such
      information shall maintain it in confidence. In addition, RMST agrees that
      if it files this Agreement with the United States Securities and Exchange
      Commission (the "SEC") pursuant to the requirements of the Securities
      Exchange Act of 1934, as amended, it shall use best efforts to seek
      confidential treatment of this Agreement with the SEC.

19.   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.

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

21.   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.

22.   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


                                      -22-
<PAGE>   23

      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 either Ellipse or RMST defaults in the performance of any of
      its material obligations hereunder and such default is incapable of being
      cured, DCI may, in addition to any and all other rights which it may have
      against either Ellipse or RMST, as the case may be, terminate this
      Agreement by giving written notice to either Ellipse or RMST, as the case
      may be, 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.

23.   Miscellaneous.

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


                                      -23-
<PAGE>   24

            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 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 Ellipse and RMST
            for breach by DCI of any of its obligations under this Agreement
            shall be an action at law for damages and each of Ellipse and RMST
            acknowledge that such damages are fully adequate to compensate such
            party in the case of any breach by DCI hereunder. In no event shall
            either Ellipse or RMST be entitled to rescission, injunctive or
            other equitable relief other than to enjoin DCI from using the
            Expedition Recordings and the Other Materials in contravention of
            the terms and provisions of this Agreement.

      h.    Ellipse and RMST hereby acknowledge that the names and the marks
            "TDC". "Discovery Channel", "TLC", "The Learning Channel",
            "Discovery Animal Planet" and any other DCI trademarks and any


                                      -24-
<PAGE>   25

            logos and variations incorporating the same are, as among the
            parties hereto, the exclusive property of DCI and that neither
            Ellipse nor RMST has or will acquire any proprietary rights thereto
            by reason of this Agreement. Neither Ellipse nor RMST shall have any
            rights to use such names, logos, variations or titles except at the
            times and in the manner expressly approved by DCI.

      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.


                                      -25-
<PAGE>   26

      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:

                                    ELLIPSE PROGRAMME

                                    By:_______________________________
                                         Name:
                                         Title:

                                    RMS TITANIC, INC.

                                    By:______________________________
                                         Name:
                                         Title:


                                      -26-
<PAGE>   27

                                  Schedule 1(a)

            Redacted material (pages 1 to 5)
<PAGE>   28

                                Schedule 1(a)(1)

                             [Letterhead of Aqua +]

RMS Titanic, Inc.
17 Battery Place,
Suite 203
New York, New York 1004

      Re:   Charter By RMS Titanic, Inc. from Aqua + of the vessel the Ocean
            Voyager.

Gentlemen:

      This letter will serve as confirmation of the basic terms which shall be
contained in a charter agreement (the "Charter Agreement") between Aqua + and
RMS Titanic, Inc. ("RMST"), pursuant to which RMST shall charter from Aqua +
(the "Charter") the vessel owned by Aqua + and known as the "Ocean Voyager" (the
"Vessel"). Aqua + acknowledges that the Vessel is being chartered by RMST in
connection with the Tri-Party Agreement, dated of even date herewith, among
RMST, Discovery Communications, Inc. ("DCI") and Ellipse Programme, in the
undertaking of the Titanic shipwreck scientific research expedition and recovery
operation by RMST that is scheduled to occur during the summer of 1996 (the
"Expedition") and the production and delivery by and for DCI 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").

      Aqua + and RMST hereby confirm and agree that the Charter Agreement shall
contain, without limitation, the following terms:

1. Term of The Charter; Schedule.

      The term of the charter Vessel commence on or about July 15, 1996, and
terminate on or about September 10, 1996 (The "Term"). During the Term, the
Vessel shall operate pursuant to the schedule set forth on Exhibit 1 attached
hereto (the "Schedule"), and shall be available for the dive shots set forth on
Exhibit 2 attached hereto (the "Dive List"), provided, however, that the
Schedule and the Dive List are each subject to modification at the reasonable
request of DCI, if required thereby as a result of the exigencies relating to
the production of the Programs.

2. Equipment; Crew.

      The Vessel shall be equipped with all of its customary at sea assets,
which assets shall include, without limitation, the equipment listed on Exhibit
3 attached hereto. In addition, the Vessel shall have a full complement of
at-sea crew (the "Crew").

<PAGE>   29

3. Consideration.

      In consideration for the Charter, RMST shall pay to Aqua + the sum of
550,000 U.S. Dollars, and 40 U.S. Dollars per night per individual (each a
"Guest") on the Vessel (exclusive of the Crew) for room and board. Telephone
communications made by Guests are an additional expense, at the customary rates
charged by Aqua + therefor.

4. Insurance.

      Aqua + shall maintain with financially sound and reputable insurance
companies all ordinary and necessary insurance against at least such risks as
are customarily insured against in connection with the operation and charter of
an oceangoing vessel, including, without limitation, liability, property and
casualty insurance. All insurance shall name both RMST and DCI as additional
loss payee thereon. Aqua + shall deliver to each of RMST and DCI a detailed list
of insurance, and copies of insurance certificates naming each as additional
loss payee, not later than the execution of the Charter Agreement.

5. Releases, No Photography.

      Aqua + shall use its best efforts to have each member of the Crew execute
and deliver a release in the form attached hereto as Exhibit 4 (each, a
"Release"). In addition, Aqua + shall ensure that all Guests shall execute and
deliver a Release. "Aqua + shall inform and direct its employees and agents,
including but not limited to its contractors and subcontractors, that no audio
or visual record, including, but not limited to, photographs (including
negatives), audio recording, video recordings, film and motion pictures, may be
taken by them during the Expedition.

      The parties hereto agree to use best efforts to enter into the Charter
Agreement not later than July 24, 1996, provided, however, that each agree that
the Charter Agreement is in all respects subject to the approval of DCI.

      By execution and delivery of this letter, where indicated, you agree to be
bound by the terms hereof.

                                     Very truly yours,
                                     Aqua +


                                     ------------------------
                                     By:
                                     Its:

Agreed to and accepted:
RMS Titanic, Inc.


---------------------------
By:
Its:
<PAGE>   30

                                    Exhibit 1
                                    ---------

                             Ocean Voyager Schedule
                              (Portion of Schedule)

August 4                          Rendezvous with Nadir at Titanic site        
                                                                               
On or about August 6              Leave for St. John's to pick up lights at    
                                  earliest availability (presently assuming   
                                  lights will be ready for loading August 8)   
                                                                               
On or about August 8              Arrive at St. John's, load lights and        
                                  additional production personnel (including   
                                  scientists), and leave for Titanic site      
                                                                               
On or about August 10             Arrive at Titanic (add one extra day for     
                                  arrival date if shallow water dives with     
                                  Nadir are made en route)                     
                                                                               
On or about August 20             Leave Titanic site for St. John's            
                                                                               
On or about August 22             Arrive at St. John's, drop off Phase 1 crew  
                                  and production personnel (including          
                                  scientists) and pick up Phase 2 crew and     
                                  production personnel, and leave for         
                                  Titanic site                                 
                                                                               
On or about August 24             Arrive at Titanic site (add one extra day    
                                  for arrival date if shallow water dives      
                                  with Nadir are made en route)                
                                                                               
August 29                         Leave Titanic site for New York after        
                                  departure of the RMST cruise ships,          
                                  provided that an earlier date of departure   
                                  for New York will be permitted if, and only  
                                  if, DCI, in its sole good faith judgment,   
                                  determines that acceptable alternative       
                                  arrangements have been made for              
                                  accomodating the needs of the crew and       
                                  other production personnel (including,       
                                  without limitation, the Discovery Channel    
                                  On-Line team) required to remain at the      
                                  Titanic site until the end of the event
                                                                               


                                   Page 1 of 1
<PAGE>   31

                                    Exhibit 2
                                    ---------

                              (to Schedule 1(a)(1)

Redacted material (pages 1 to 18)
<PAGE>   32

                                    Exhibit 3
                                    ---------

                              (to Schedule 1(a)(1)

Redacted material (pages 1 to 5)
<PAGE>   33

                                    Exhibit 4
                                    ---------

                           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 1996 EXPEDITION
                       OF RMS TITANIC, INC. TO THE SITE OF
                       THE SINKING OF THE RMS TITANIC, AND
                       TRAVEL ON SUCK 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 RMS Titanic, Inc. (the "RMST"), together
with the participation of Discovery Communications, Inc. ("DCI") and Ellipse
Programme ("Ellipse") on or about July 1996, 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 Aqua+ 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 Aqua+ "OCEAN VOYAGER"
vessel, as the case may be, during the course of the Expedition. For convenience
of reference, the IFREMER "NADIR" and Aqua+ "OCEAN VOYAGER" 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, Ellipse, IFREMER, Aqua+ and Guiness Import
Company ("Guinness", which together with RMST, DCI, Ellipse, IFREMER and Aqua+
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 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,
<PAGE>   34

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 IFREMER or Aqua+, as the case may be, 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 IFREMER and Aqua+.

      4. I hereby agree that I shall be solely responsible for all costs and
expenses in connection with my travel to and from the Nadir or the Ocean
Voyager, as the case may be, and agree that none of the Companies has undertaken
or has any responsibility or obligation, to make any arrangements for my travel
to and from the Nadir or the Ocean Voyager, as the case may be. 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 Nadir or the Ocean Voyager, as the case may be.

                            OWNERSHIP OF PHOTOGRAPHIC
                          AUDIO, VIDEO AND FILM RIGHTS

      5. I hereby agree that RMST, DCI or Ellipse, 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 Nadir or the Ocean
Voyager, as the case may be, or any time after I depart from the Nadir or Ocean
Voyager, as the case may be, 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 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


                                       2
<PAGE>   35

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 may,
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.

      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


                                       3
<PAGE>   36

      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.

      (d) Indemnity.

      I agree to Indemnity 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.


                                       4
<PAGE>   37

      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   , 1996

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

                                     Signature of
                                                  ------------------------------
                                                   (Print Name)


                                       5
<PAGE>   38

                               Rider to Exhibit 4
                               ------------------

      In the event that any "key individuals" at site refuse to execute Schedule
4(d)(ii), they shall in all events execute a form of written release consisting
of Sections 5, 6, 7 and 8 of the General Release and Waiver of Rights Agreement
annexed hereto.
<PAGE>   39

                 [Letterhead of Discovery Communications, Inc.]


                                Schedule 1(a)(2)
                                -----------------

                                                      July 22, 1996

RMS Titanic, Inc.
17 Battery Place
Suite 203
New York, New York 10004

            Re:   Charter by RMS Titanic, Inc. from 
                  Aqua+ of the Ocean Voyager Vessel

Ladies and Gentlemen:

            This letter serves as confirmation of your agreement to charter from
Aqua+, the vessel known as the "Ocean Voyager" that is owned by Aqua+, in
connection with the production of the Programs pursuant to the Tri-Party
Agreement, dated as of July 22, 1996 (the "Tri-Party Agreement"), by and among
Discovery Communications, Inc. ("DCI"), Ellipse Programme and RMS Titanic, Inc.
("RMST"). You hereby confirm and agree that the charter agreement (the "Charter
Agreement") between Aqua+ and RMST that is being entered into pursuant to which
RMST shall charter the Ocean Voyager from Aqua+ shall contain, without
limitation, the terms of the letter agreement dated of even date herewith,
between RMST and Aqua+. You further confirm that you will enter into the
Charter Agreement only upon prior written approval of DCI. Capitalized terms
used and not otherwise defined herein shall have the same meanings when used in
the Tri-Party Agreement.

            In connection with the charter of the Ocean Voyager by RMST, RMST
and DCI hereby agree to the following:

            1.    To accord DCI full, unrestricted and unlimited access aboard
                  the Ocean Voyager for filming, taping and any other production
                  activity associated with the production of the Programs and in
                  a manner that respects DCI's rights and obligations pursuant
                  to the Tri-Party Agreement;

            2.    To request the master, crew and members of the Ocean Voyager,
                  at DCI's direction, to perform and implement any and all
                  reasonable actions and services in connection with the
                  production of the Programs; and
<PAGE>   40

RMS Titanic, Inc.
July 22, 1996
Page 2

            3.    DCI shall have the right to request that RMST bring an action,
                  suit or claim under the Charter Agreement, at DCI's cost and
                  expense, in order to enforce DCI's rights hereunder and with
                  respect to the Charter Agreement and the use of the Ocean
                  Voyager pursuant thereto.. RMST shall advise DCI in writing
                  within fifteen (15) days of receipt of DCI's request whether
                  it shall proceed with respect to such action, suit or claim.
                  In the event that RMST chooses not to proceed or does not
                  respond within the fifteen (15) day period, RMST agrees that
                  DCI shall have the right to proceed with such action, suit or
                  claim in the name of RMST, and on behalf of RMST. In
                  connection therewith, RMST hereby grants DCI a power of
                  attorney solely to bring such an action, suit or claim in the
                  name of RMST, which power constitutes a power coupled with an
                  interest, which shall survive the Charter Agreement, the
                  Tri-Party Agreement and this Letter Agreement. DCI shall bear
                  the costs and expenses of bringing such action, suit or claim.
                  RMST further agrees to cooperate fully with DCI in connection
                  with such action, suit or claim and, at DCI's expense, shall
                  supply DCI with all documents and other information as it may
                  reasonably request as necessary to such action, suit or claim.
                  All recoveries obtained by DCI in any such action, suit or
                  claim shall be retained by DCI.

            By your execution and delivery of this letter, where indicated, you
agree to be bound by the terms and provisions of this letter.

                                   Sincerely,

                                   DISCOVERY COMMUNICATIONS, INC.

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

Agreed to and Accepted:

RMS TITANIC, INC.

By:                                         
   ---------------------------------------- 
    Name:                                   
    Title:                                  
<PAGE>   41

                                  Schedule 1(b)
                                  -------------

Redacted material (pages 1 to 18)
<PAGE>   42

                                Schedule 1(c)(1)
                                ----------------

Redacted material (pages 1 to 16)
<PAGE>   43

                                Schedule 1(c)(2)
                                ----------------

Redacted material (pages 1 to 2)
<PAGE>   44

                                  Schedule 2(a)
                                  -------------

Redacted material (pages 1 to 18)
<PAGE>   45

                                Schedule 2(b)(v)
                                ----------------

Redacted material (pages 1 to 12)
<PAGE>   46

                                  SCHEDULE 4(a)
                                  -------------

      1. RMST has licensed to John Gau Productions, London, England for use in
all media throughout the world, for an exclusive period of two years from March
17, 1995 and on a non-exclusive basis thereafter, less than two (2) minutes of
its underwater footage from prior Titanic expeditions as incorporated into the
television program known as "The Explorers of the Titanic."

      2. RMST has licensed to Sygma in perpetuity the rights to photography
obtained during the 1987 expedition to the Titanic for use in newspapers and
magazines.
<PAGE>   47

                                Schedule 4(d)(i)
                                ----------------

      Form of Appearance Release shall consist of Section 8 of the form of
General Release and Waiver of Rights Agreement annexed hereto.
<PAGE>   48

                                Schedule 4(d)(ii)
                                -----------------

                           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 1996 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 RMS Titanic, Inc. (the "RMST"), together
with the participation of Discovery Communications, Inc. ("DCI") and Ellipse
Programme ("Ellipse") on or about July 1996, 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 Aqua+ 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 Aqua+ "OCEAN VOYAGER"
vessel, as the case may be, during the course of the Expedition. For convenience
of reference, the IFREMER "NADIR" and Aqua+ "OCEAN VOYAGER" 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, Ellipse, IFREMER, Aqua+ and Guiness Import
Company ("Guinness", which together with RMST, DCI, Ellipse, IFREMER and Aqua+
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 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,
<PAGE>   49

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 IFREMER or Aqua+, as the case may be, 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 IFREMER and Aqua+.

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

                            OWNERSHIP OF PHOTOGRAPHIC
                          AUDIO, VIDEO AND FILM RIGHTS

      5. I hereby agree that RMST, DCI or Ellipse, 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 Nadir or the Ocean
Voyager, as the case may be, or any time after I depart from the Nadir or Ocean
Voyager, as the case may be, 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 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


                                       2
<PAGE>   50

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 may,
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 any
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.

      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. 1 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


                                       3
<PAGE>   51

      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.

      (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.


                                       4
<PAGE>   52

      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   , 1996

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

                                     Signature of
                                                  ------------------------------
                                                   (Print Name)


                                       5
<PAGE>   53

                                Schedule 4(d)(ii)
                                -----------------

      In the event that any "key individuals" at site refuse to execute Schedule
4(d)(ii), they shall in all events execute a form of written release consisting
of Sections 5, 6, 7 and 8 of the General Release and Waiver of Rights Agreement
annexed hereto.
<PAGE>   54

                                  Schedule 6(e)

             THE FRANCOPHONE TERRITORY (FRENCH SPEAKING TERRITORIES)
             -------------------------------------------------------

"The Francophone Territory" shall mean the land and waters belonging to or under
the jurisdiction of the following states:

France including: Metropolitan France, Monaco, Andorra, Corsica, 
its overseas Departments, 
its overseas Territories,

French Antilles
---------------
Guadeloupe
French Guiana
Saint-Pierre et Miquelon
Saintes Desirades
Marie-Galante
Martinique
Haiti
Saint-Barthelemy
Saint-Martin

French Oceanie and Polynesie
----------------------------

Comoro Island
Oripperton Island
Mauritius Island
Mozambique Island
La Reunion
Seychelles Island
Wallis and Futuna Islands
New Hebrides
New Caledonia
Madagascar
Mayotte

French Polynesie: (Tahiti, Society Island, Loyalty Island, The Marquisas,
Tuamotu Island, Gambier Island, Toubai Island)

Southern hemisphere: (Kerguelen Island, Amster, Saint-Paul, Crozet, Marion,
Prince Edouard, Adelie Coast)

Northern Africa
---------------
Algeria
Marocco
Tunisia
<PAGE>   55

French speaking Africa
----------------------
Benin
Burkina Faso
Burundi
Cameroon
Republic of Central Africa
Congo
Djibouti
Ivory Coast
Gabon
Guinea
High Volta
Mali
Mauritania
Nigeria
Rwanda
Senegal
Tchad
Togo
Zaire

French speaking Europe:
----------------------
Belgium
France
Switzerland
Luxemburg
Monaco
Andorra

and shall include with respect to those states any:

(1)   colony;
(2)   protectorate;
(3)   trust territory
(4)   protected state;
(5)   dependency;
(6)   embassy, governmental agency, military base administrated by the state
      outside the state;
(7)   train, ship, bus, aircraft or other international commercial carrier
      originating from a state, or owned, directly or indirectly, by the state,
      wherever geographically situated throughout the universe;
(8)   base, camp, site, construction camp, installation, oil rig under the
      control of the armed forces, governmental agencies or industrial concerns
      of the State.
<PAGE>   56

                                   Schedule 10

                           DCI HOME VIDEO NET REVENUES
                           ---------------------------

      1. RMST shall be entitled to an amount equal to ten percent (10%) of DCI'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 DCI from
the exploitation of the Home Video Rights in the Programs by DCI, 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 DCI 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. In no event shall Gross Revenues
include any amounts received by Ellipse in respect of Ellipse's exploitation of
Home Video Rights in the Programs.

            "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 DCI in connection with the exploitation of
                        the Home Video Rights;

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

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

                  (d)   DCI's "Special Production Expenses" as set forth below.
<PAGE>   57

            DCI'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.

            DCI'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. DCI 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 DCI 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 DCI. Should DCI make any overpayment to RMST hereunder
for any reason, DCI 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 DCI.

      3. RMST may, at its own expense, but not more than once each year, audit
DCI's records relating to the Programs at the offices of DCI 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 DCI'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 mailing of
the statement. RMST's right to examine DCI's records shall be limited to those
relating specifically to the exploitation of Home Video Rights in the Programs
by DCI, and under no circumstances shall RMST have the right to examine records
relating to DCI's
<PAGE>   58

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, DCI shall reimburse Producer for the reasonable
costs of such audit.

      4. DCI 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 DCI'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 DCI, 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. DCI 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 DCI 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.
<PAGE>   59

                                 SCHEDULE 10(b)

      "Ellipse Net Revenues" as used in Section 10 of the Agreement shall mean
"Gross Revenues" (as defined in Schedule 10(a) hereof) remaining after the
deduction therefrom on a continuing basis of the following in the order set
forth below:

            (c)   Any and all third party distribution tees and expenses payable
                  by Ellipse in connection with the exploitation of the Home
                  Video Rights;

            (b)   the sum of $139,000, all of which is to be retained by
                  Ellipse;

            (c)   the sum of $13,900, all of which is to be paid to RMST;

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

            (e)   Ellipse's "Distribution Expenses," as that term is defined in
                  Schedule 10(a) hereof with reference to DCI;

            (f)   Ellipse's "Special Production Expenses," as that term is
                  defined in Schedule 10(a) hereof with reference to DCI.

      In all other respects, the terms and condition of Schedule 10(a) hereof
shall apply to and be binding upon Ellipse and RMST with regard to their
respective rights and obligations, with references to "Ellipse" being
substituted for "DCI" in all contexts thereof.
<PAGE>   60

                                   Schedule 13
                                   -----------

Redacted material (pages 1 to 8)
<PAGE>   61
                                 SCHEDULE 17(a)

     The only outstanding claim made or pending against RMST with respect 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 May 10,
1996 denying a motion filed pursuant to Rule 60 of the Federal Rules of Civil
Procedure seeking the entry of an order rescinding the June 7, 1994 award to
RMST of salvor-in-possession status of the Titanic shipwreck (R.M.S. Titanic,
Inc., V. The Wrecked and Abandoned Vessel believed to be the RMS TITANIC, in
rem, No. 2:293cv902).