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[Exhibit 10.1]

                               E X H I B I T I O N
                                A G R E E M E N T


                  THIS EXHIBITION AGREEMENT, entered into this 23rd day of May,
1997, by and between RMS Titanic, Inc., a corporation organized under the laws
of the State of Florida and having its principal place of business at 17 Battery
Place, New York, New York 10004 ("RMST") and RMS Foundation Inc., a California
not-for-profit corporation having its principal place of business at 1126 Queens
Highway, Long Beach, California 90802-6390 ("Queen Mary").

                  WHEREAS, RMST and Queen Mary wish to work in association with
one another to present an exhibition in Queen Mary of artifacts recovered by
RMST from the wreck site of the Titanic (the "Exhibition"), together with
supporting material, and

                  WHEREAS, RMST wishes to provide artifacts recovered from the
Titanic wreck site, together with supporting material, and Queen Mary wishes to
finance, design, construct and operate the Exhibition, subject to the terms and
conditions set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained in this Agreement, the parties hereto agree as follows:

                  1.       DEFINITIONS.

                  Except as otherwise indicated elsewhere in this Agreement, the
following words and expressions shall have the following meanings:

                  1.1 "Artifacts" shall mean the objects recovered during RMST's
1996 recovery expedition to the wreck site of the Titanic as enumerated on
Schedule A annexed hereto and approximately 10 objects in the ownership of RMST
recovered from the wreck site of the Titanic in RMST's 1987, 1993 or 1994
recovery expeditions, all as enumerated on Schedule B annexed hereto. Any
additions, deletions or modifications to Schedule A annexed hereto must be
mutually approved by RMST and Queen Mary.

                  1.2 "Exhibition Term" shall mean the period commencing June 1,
1997 and expiring on January 5, 1998.

                  1.3 "Project Expenses" shall include, all costs and expenses
authorized by Queen Mary of every kind and description incurred in establishing
and presenting the Exhibition (except as may be otherwise expressly set forth
herein), including, without limitation, design and fabrication of the
Exhibition, and operating the Exhibition.




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                  1.4       "Revenue" shall mean and include the aggregate of:

                  1.4.1 "Merchandising Revenue," which shall include all
                  revenues derived from the sale of RMST Merchandise (as defined
                  by Section 7.1 hereof) sold on the Queen Mary, minus sales
                  tax, credit card fees and check verification fees.

                  1.4.2 "Sponsorship Revenue," which shall include all revenues
                  derived from the granting of sponsorship or promotion rights
                  to third parties for the Exhibition.

                  1.4.3 "Ticket Revenue," which shall include all sums generated
                  by ticket sales for admission to the Exhibition, minus sales
                  tax, credit card fees, ticket outlet service fees, and check
                  verification fees.

                  1.5 "Supporting Material" to be supplied by RMST shall mean
material relating specifically to the recovery of the Artifacts recovered by
RMST from the wreck site of the Titanic, including but not limited to
photographs and video footage.

                  1.6 "Venue" shall mean the Queen Mary Seaport Complex in the
City of Long Beach, California.

                  2.       THEMES AND DURATION OF THE EXHIBITION, AND RMST'S
                           CONSULTATION RIGHTS.

                  2.1 The parties agree that the Exhibition will principally
address RMST's 1996 recovery expedition to the Titanic wreck site and
conservation of the Artifacts.

                  2.2 The name of the Exhibition shall be "Titanic: The
Expedition."

                  2.3 The Exhibition is to be co-presented by Queen Mary and
RMST, and will be advertised and promoted in such manner as will reasonably give
recognition to RMST's co-production of the Exhibition.

                  2.4 Queen Mary and RMST acknowledge that work on the design
and construction of the Exhibition will commence following the execution of this
Agreement, and, subject to the terms of this Agreement, that Queen Mary will
have the responsibility for the design and construction of the Exhibition. In
connection with these matters, Queen Mary acknowledges that RMST has sought, and
intends to continue to seek, to preserve and promote the memory of the Titanic
with dignity and respect, and with due regard to Titanic's historical and
maritime significance. Queen Mary accordingly agrees that the Exhibition will be
designed and constructed in a manner that is consistent with RMST's desire to
preserve and promote the memory of the 

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Titanic, as described above. In furtherance of the foregoing, Queen Mary agrees:

                           2.4.1 (a) The design and content of the Exhibition;
                  (b) the content of all marketing, advertising and public
                  relations materials; (c) the content of a guided or other tour
                  of the Exhibition to be produced by Queen Mary, as provided
                  elsewhere herein; and (d) and the content of a catalogue for
                  the Exhibition shall all be subject to review by RMST. Queen
                  Mary will cooperate with RMST and will not unreasonably
                  withhold its approval of changes as suggested by RMST.

                           2.4.2 Queen Mary will require its key design and
                  other specialist personnel to meet with representatives of
                  RMST to review the progress of preparation of the Exhibition.

                           2.4.3 Upon reasonable request of RMST, Queen Mary
                  will provide reasonable access for RMST representatives to
                  observe the construction of the Exhibition.

                  3.       THE OBLIGATIONS OF QUEEN MARY.

                  Queen Mary agrees, and represents and warrants that it has
adequate financial resources, to pay the Project Expenses and to:

                  3.1 Obtain all rights, permits and licenses as may be
required, for presentation of the Exhibition in the Venue, and in connection
therewith, Queen Mary represents and warrants that all improvements of the Venue
will be completed sufficiently in advance of the opening of the Exhibition so as
to permit the Exhibition to commence as scheduled and to display the Artifacts
and present them in a manner that will allow the public to safely view them.

                  3.2 Develop and implement a marketing, advertising, promotion
and public relations plan for the Exhibition in consultation with RMST, for
which Queen Mary is committed to cause to have expended Two Hundred Thousand
($200,000) Dollars. or causing the placement of advertising having a value of
$200,000.

                  3.3 Develop and implement an admissions and sales program
including ticket sales, toll-free telephone sales, media and sales blitzes, box
office, group sales, and other means to maximize attendance at the Exhibition.

                  3.4 Be responsible for the care and storage of the Artifacts
and Supporting Material, including, but not limited to, conservation inspections
so as to protect the Artifacts from the elements, extreme lighting, temperature,
humidity, unauthorized photography, filming or videotaping, or handling by
unauthorized personnel in a manner that could damage the Artifacts.

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                  3.5 Provide full insurance coverage for the Artifacts as
indicated on Schedules A and B, but not to exceed Five Million ($5,000,000)
Dollars in assessed valuation, from the time the Artifacts are delivered by RMST
to Queen Mary until they are returned to RMST, and arrange to add RMST as an
additional insured on all liability and property insurance policies maintained
by Queen Mary, with proof thereof to be delivered to RMST promptly upon such
arrangements becoming effective, and in no event, not later than May 31, 1997.
Upon request of RMST, Queen Mary shall arrange to furnish RMST with a copy of
such insurance policies.

                  3.6 Be responsible for the installation and de-installation of
the Artifacts in the Exhibition.

                  3.7 Be responsible for all staffing and the operations of the
Exhibition so as to permit the Exhibition to be open to the general public on a
daily basis between the hours of 10:00 AM and 6:00 PM.

                  3.8 Be responsible for the security of the Artifacts and the
Supporting Material from the time the Artifacts and Supporting Material are
delivered by RMST to Queen Mary and until returned to RMST in accordance with
Section 3.9 hereof.

                  3.9 Be responsible for payment of all Artifact prepacking,
packing, handling, security, insurance, and the transportation thereof from The
National Maritime Center ("Nauticus") in Norfolk, Virginia to Queen Mary, and as
may be applicable, Artifact prepacking, packing, handling, security, insurance,
export and import customs charges and duties, and the international
transportation thereof from Semur-en-Auxious, France to Queen Mary, and for
their subsequent return to RMST in Long Beach, California within thirty (30)
days of the end of the Exhibition Term.

                  3.10 Provide secure, pest-free storage for shipping crates.

                  3.11 Use its best efforts to produce a guided tour for the
Exhibition.

                  3.12 Grant RMST a right of first refusal for the purchase of
any or all display cases, theatrical pieces, didactic panels, models, lighting
instruments, and other display items that may be developed or purchased by Queen
Mary for the Exhibition at a price equal to seventy-five (75%) percent of the
cost of the purchase or production thereof, with such right of first refusal to
be exercised no later than the close of the Exhibition and with Queen Mary to
furnish RMST with an itemized list of the foregoing items, including the cost
thereof, within thirty (30) days of the opening of the Exhibition. Payment for
such items shall be due in full upon RMST's acceptance of delivery of the items
at the Venue in an "as is" condition no later than thirty (30) days after the
end of the Exhibition Term.

                  3.13 Design, construct, market and operate the Exhibition
consistent with the standards of existing Queen Mary exhibits.


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                  3.14 Lease from the City of Norfolk the display cases,
theatrical pieces, didactic panels, models, lighting instruments, and other
display items (collectively, the "Exhibitry") utilized in connection with the
presentation of "Titanic: The Expedition" at the National Maritime Center
("NAUTICUS"), Norfolk, Virginia for the Exhibition, and will be responsible for
arranging and paying for all costs and expenses related to the packing,
handling, security, insurance and transportation of the Exhibitry from Norfolk,
Virginia to Queen Mary and related to the return thereof from Queen Mary to
Norfolk, Virginia upon expiration of the Exhibition Term.

                  3.15 Queen Mary expressly acknowledges it does not claim and
represents and warrants that it shall not claim to have any rights, title or
interest in the ownership of the Artifacts or any rights to possess the
Artifacts during the Exhibition Term in accordance with the provisions of this
Agreement. Queen Mary hereby agrees to execute such financing statements on Form
UCC-1 and such other documents as RMST shall request to protect RMST's ownership
interests in the Artifacts.

                  4. RMST'S OBLIGATIONS.

                  RMST agrees to:

                  4.1 Make available such Supporting Material as and when Queen
Mary shall reasonably require following consultation with RMST, subject to
RMST's obligations to also make available Supporting Material for the exhibition
of Titanic artifacts in Memphis, Tennessee commencing on April 3, 1997, in St.
Petersburg, Florida commencing on November 15, 1997, and in Europe commencing on
or about May 1, 1997.

                  4.2 During the Exhibition Term, RMST shall not, and shall not
grant to any third parties any rights to, exhibit objects recovered from the
Titanic in North America, except for the exhibition of Titanic artifacts in
Memphis, Tennessee during the period from April 3, 1997 through September 30,
1997, in St. Petersburg, Florida during the period from November 15, 1997
through May 15, 1998, and in connection with a promotional book tour that is
planned for the period between October 1, 1997 and November 15, 1997, during
which two (2) objects may be displayed.

                  4.3 RMST represents and warrants that it has title and rights
to all of the Artifacts, free and clear of all liens and encumbrances that could
affect the ability of RMST to exhibit the Artifacts at Queen Mary during the
Exhibition Term, and agrees to indemnify and hold Queen Mary harmless from any
and all suits brought by other parties relating to RMST's rights, title and
interest to the Artifacts.

                  4.8 RMST shall arrange for the removal of the Artifacts within
thirty (30) days of the end of the Exhibition Term.



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                  5. COLLECTION, DIVISION AND PAYMENT OF REVENUES.

                  5.1 Ticket Revenue shall be divided between the parties as
follows: RMST shall receive $2.00 from the sale of the first 150,000 tickets to
the Exhibition and $3.00 from the sale of all tickets in excess of the first
150,000 tickets. For the purpose of the foregoing, any combined ticket that
permits a visitor to be admitted to the Exhibition and a Queen Mary exhibition
presented separate from the Exhibition shall be considered the sale of a ticket
to the Exhibition (the "Combined Ticket"). A separate entrance to the Exhibition
shall be established by Queen Mary so as to allow only purchasers of a ticket to
the Exhibition or a Combined Ticket to be admitted to the Exhibition. All Ticket
Revenue shall be collected by Queen Mary and RMST's share thereof shall be
remitted to RMST within seven (7) days of receipt thereof by Queen Mary.

                  5.2. Sponsorship Revenue shall be divided equally between the
parties, and shall be payable to and collectible by Queen Mary. RMST and Queen
Mary agree to jointly develop appropriate sponsorship packages for the
solicitation and procurement of sponsors for the Exhibition, and no sponsor
shall be entitled to rights and privileges other than those mutually agreed upon
by RMST and Queen Mary. Nothing in this Agreement shall be construed as
prohibiting or limiting the rights of either party to solicit, before, during
and after the Exhibition Term, sponsors for its exhibition activities apart from
the Exhibition, and both parties expressly acknowledge that neither party shall
have any right to share in any sponsorship revenues derived from either party's
other exhibition activities.

                  5.3 All Merchandising Revenue, less cost of goods sold and the
payroll of personnel which specifically staff an Exhibition Merchandise Shop,
such as cash register attendants and sales clerks, shall be divided equally
between the parties and shall be collected by Queen Mary, with RMST's share
thereof, to be paid to RMST in arrears on a monthly basis, with such payment to
be made within fifteen (15) days of the calendar end of each month. For purposes
of the foregoing, costs of good sold shall mean the cost that RMST or Queen Mary
pays to produce or purchase the goods.

                  5.4 Except for obligations pursuant to Section 11 hereof, RMST
shall not bear any responsibility for any financial losses that may be incurred
in connection with the presentation of the Exhibition.

                  5.5 Queen Mary shall furnish to RMST monthly accountings
regarding Ticket Revenue, Sponsorship Revenue and Merchandising Revenue no later
than fifteen (15) days after the close of the month covered by such accounting.

                  5.6 Except for obligations pursuant to Section 11 hereof,
Queen Mary shall not bear any responsibility or liability for any financial
losses that may be incurred by RMST.

                  5.7 (a) Queen Mary shall maintain all books of accounts and
all documents 


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necessary to audit, review and verify Revenue. Queen Mary agrees to allow
authorized representatives of RMST to have reasonable access to such books and
records, and to make such copies thereof as such representatives shall
reasonably require. In the event that an audit reflects a five (5%) percent or
greater discrepancy from the accounting furnished by Queen Mary to RMST pursuant
to Section 5.5 hereof, then Queen Mary shall be responsible for payment of the
costs of such audit. RMST shall have the right to engage one or more agents, at
its own expense, to be present at all times or such times as RMST deems
appropriate, at the Exhibition ticket office and/or admissions entrance and/or
Exhibition or other gift shop operated pursuant hereto for purposes of obtaining
information concerning ticket sales and merchandise sales.

                  5.8 All Revenues collected by Queen Mary under the terms of
this Agreement shall be deposited in a special trust account established by RMS
Foundation for the joint benefit of both parties hereunder. The respective
shares of the parties' Ticket Revenue, Merchandise Revenue and Sponsorship
Revenue shall be simultaneously disbursed to each party from such trust account.
The trust account will be established in a bank designated by Queen Mary and
will require the signatures of at least one representative of Queen Mary and at
least one representative of RMST in order to effect withdrawals or other
disbursements of monies therefrom. Nothing in this Agreement shall be construed
as recognizing Queen Mary as the owner of any Revenues to which RMST is entitled
to distribution hereunder or as recognizing RMST as owner of any Revenues to
which Queen Mary is entitled to distribution hereunder.

                  6.       MARKETING, ADVERTISING AND PUBLICITY.

                  6.1 RMST shall be fully consulted about and shall participate
in the scheduling and details of all marketing, advertising and publicity
activities relating to the Exhibition. RMST shall cooperate and not unreasonably
withhold its consent to, or unreasonably refuse to participate in, promotional
activities.

                  6.2 Queen Mary shall make available to RMST any advertising or
promotional material in advance of the utilization thereof by Queen Mary for the
marketing or promoting the Exhibition. RMST shall make available to Queen Mary
any advertising or promotional material in advance of the utilization thereof by
RMST for marketing or promoting the Exhibition.

                  6.3 Except as set forth below, no advertising, promotional or
other marketing materials may be used by Queen Mary without RMST's prior written
consent, which consent shall not be unreasonably withheld. RMST shall respond to
all such materials within one (1) business day of the receipt thereof. Queen
Mary agrees that the content of all advertising, promotional and marketing
materials will be consistent with RMST's desire to preserve and promote the
memory of Titanic, and that all advertising, promotional and marketing materials
that have been approved by RMST may be utilized by Queen Mary in other formats
without further approval of RMST so long as the substance thereof has not been
materially changed and is consistent with the first sentence of this Section
6.3. Queen Mary further agrees that all advertising, promotional or other
marketing materials which refer to the availability of a Combined Ticket (as
referred to in Section 




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5.1 hereof) shall give at least equal prominence to the availability of tickets
for admission only to the Exhibition.

                  7.       MERCHANDISING.

                  7.1 The parties agree that a gift shop shall be established
within the Exhibition (the "Exhibition Merchandise Shop") consisting of
approximately 300 square feet for the offer of merchandise related to the
Titanic, the Exhibition or RMST ("RMST Merchandise") and such other merchandise
as the parties shall mutually agree upon. All staff and equipment necessary for
the operation of the Exhibition Merchandise Shop shall be furnished by Queen
Mary. Queen Mary shall provide and replenish as needed an inventory of souvenir
apparel (T-shirts, polo shirts, sweat shirts, and caps), printed and audio
visual materials, such as posters, post cards, books and videotapes about the
Titanic, and other souvenir items, such as pencils, pens, mugs, and authentic
Titanic coal for purchase at the Exhibition Merchandise Shop. A reasonable
cross-section of the RMST Merchandise shall also be made available for sale at
the gift shop that customarily operates at Queen Mary. The items of merchandise
to be sold at the Merchandise Shop relating to or depicting the Titanic shall be
subject to RMST's consent, which consent shall not be unreasonably withheld,
based upon RMST's desire to preserve and promote the memory of the Titanic with
dignity and respect, and with due regard to Titanic's historical and maritime
significance.

                  7.2 To the extent that Queen Mary obtains the names and/or
addresses of the purchasers of merchandise at the Exhibition, a list of such
names and addresses shall be furnished to RMST. Both parties shall have the
right to use the list of such purchasers as they may respectively determine
thereafter, independent of, and without claims or rights, of the other party
hereto.

                  7.3 No merchandise derived from, related to or depicting the
Artifacts, Supporting Material or other property rights of RMST shall be offered
for sale or sold by Queen Mary through any outlet other than the Exhibition
Merchandise Shop and the merchandise shops that is customarily operated at Queen
Mary during the Exhibition Term, including, but not limited to, direct marketing
programs conducted by mail, telemarketing, any public or proprietary on-line
computerized interactive information retrieval network or system (the
"Internet"), or otherwise, without the express written consent of RMST.

                  7.4 Nothing in this Agreement shall be construed as
prohibiting or limiting the rights of RMST to market merchandise relating to the
Titanic through non-retail means throughout the world and through the
establishment of retail outlets outside of the City of Long Beach, California.
For purposes of the foregoing, the marketing of merchandise through the Internet
or through direct response, including but not limited to direct mail, promotions
shall be deemed to be non-retail marketing.

                  8.       AUDIO VISUAL RIGHTS.



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                  8.1 Except for the purpose of promoting the Exhibition (the
"Promotional Work"), no television, video, film, music, photography or other
audio visual rights, including but not limited to, telecommunication mediums
such as the Internet, are granted by RMST to Queen Mary. The parties further
agree that the subject of the Promotional Work shall be limited to the
Exhibition, and that subject to RMST's prior written consent, a reasonable
portion of RMST's Supporting Material shall be made available for utilization in
the Promotional Work. All rights and title to photographs of the Artifacts and
RMST's Supporting Material shall be owned exclusively by RMST, and no rights or
interests therein are hereby conferred upon Queen Mary except as expressly set
forth in this Agreement. RMST shall have the right to approve the content and
form of the Promotional Work prior to the release thereof to the public, which
consent shall not be unreasonably withheld.

                  8.2 Any Internet site used by Queen Mary to promote or
advertise the Exhibition shall include a reference, on the initial screen
thereof, that the Exhibition is co-produced with RMST, and shall contain a
hypertext link to RMST's internet site at the first reference to RMST. Any
Internet site used by RMST shall include a reference, on the initial screen
thereof, that the Exhibition is being presented at Queen Mary, and shall contain
a hypertext link to the Internet site used by Queen Mary to promote or advertise
the Exhibition.

                  8.3 Queen Mary will refuse admission to the Exhibition to
anyone carrying, or who has within their control, sight or sound devices which
enable them to film or record the Exhibition, and will eject any person who
refuses to relinquish such sight and sound equipment prior to entering the
Exhibition.

                  9. TICKET SALES.

                  9.1 All ticket prices for the Exhibition shall be as follows:
Adults - $6.00; Seniors (60+) and military - $5.00; Youth (5-16 yrs.) - $5.00.

                  9.2 To the extent that Queen Mary obtains the names and/or
addresses of the purchasers of tickets for the Exhibition, a list of such names
and addresses shall be furnished to RMST. Both parties shall have the right to
use the list of such purchasers as they may respectively determine thereafter,
independent of, and without claims or rights, of the other party hereto.

                  10. PRE-RECORDED TOUR GUIDE.

                  Queen Mary shall have the right, but not the obligation, to
arrange for the prerecording at the Exhibition of a pre-recorded tour guide,
subject, however, to RMST's written approval thereof, which approval shall not
be unreasonably withheld. It is agreed that all persons attending the Exhibition
will be entitled to receive such pre-recorded tour guide without payment of
additional charges or fees.



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                  11.      INDEMNITIES.

                  11.1 RMST agrees to indemnify, defend and hold harmless Queen
Mary, its subsidiaries, parent companies, affiliates, agents, and assigns and
their respective agents, officers, employees, and directors, from and against
any and all losses, damages, liabilities, claims, demands, suits and expenses
that Queen Mary may incur or be liable for as a result of any claim, suit or
proceeding made or brought against Queen Mary based upon, arising out of, or in
connection with RMST's breach of any of its duties or obligations hereunder.

                  11.2 Queen Mary, as may be permitted by law, agrees to
indemnify, defend and hold harmless RMST, its subsidiaries, parent companies,
affiliates, agents, and assigns and their respective agents, officers,
employees, and directors, from and against any and all losses, damages,
liabilities, claims, demands, suits and expenses that RMST may incur or be
liable for as a result of any claim, suit or proceeding made or brought against
RMST based upon, arising out of, or in connection with Queen Mary's breach of
any of its duties or obligations hereunder.

                  11.3 Each party shall give the other party prompt notice of
any claim or suit coming within the purview of these indemnities. Upon the
written request of any indemnitee, the indemnitor shall assume the defense of
any claim, demand or action against such indemnitee, and shall upon the request
of the indemnitee, allow the indemnitee to participate in the defense thereof,
such participation to be at the expense of the indemnitee. Settlement by the
indemnitee without the indemnitor's prior written consent shall release the
indemnitor from the indemnity as to the claim, demand or action so settled.

                  12. TRADEMARK RIGHTS.

                  Neither party, by virtue of this Agreement, shall obtain or
claim any right, title or interest in or to the other's name, trademark or logo,
except the right to use as specified herein and hereby acknowledges and agrees
that all such use shall inure to the benefit of the respective owner.

                  13. OBLIGATIONS UPON TERMINATION.

                  13.1 Within thirty (30) days of termination of the Exhibition
Term, RMST at the request of Queen Mary shall forthwith return to Queen Mary or
otherwise dispose of as Queen Mary may direct all pamphlets, literature,
photographs, catalogues, advertising material, specifications, cost estimates
and other materials, documents and papers whatsoever belonging to Queen Mary and
sent to RMST relating to the Exhibition (other than correspondence between Queen
Mary and RMST) which RMST may have in its possession or under its control,
except that RMST shall have the right to retain one (1) copy of each of the
foregoing for archival purposes.

                  13.2 Within thirty (30) days of termination of the Exhibition
Term, Queen Mary at the request of RMST shall forthwith return to RMST or
otherwise dispose of as RMST may 

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direct all pamphlets, literature, contractual documentation, photographs,
catalogues, advertising material, specifications, cost estimates and other
materials, documents and papers whatsoever belonging to RMST and sent to RMST
relating to the Exhibition (other than correspondence between Queen Mary and
RMST) which Queen Mary may have in its possession or under its control, except
that Queen Mary shall have the right to retain one (1) copy of each of the
foregoing for archival purposes.

                  13.3 If either party brings an action against the other to
enforce any condition or covenant of this Agreement or for breach of its
obligations under this Agreement, the prevailing party shall be entitled to
recover from the other party its court costs and reasonable attorney's fees
incurred in such action.

                  14. MISCELLANEOUS.

                  14.1 Other Documents. Each of the parties hereto shall execute
and deliver such other and further documents and instruments, and take such
other and further actions, as may be reasonably requested of them for the
implementation and consummation of this Agreement and the transactions herein
contemplated.

                  14.2 Parties in Interest. This agreement shall be binding upon
and inure to the benefit of the parties hereto, and the successors and assigns
of all of them, but shall not confer, expressly or by implication, any rights or
remedies upon any other party.

                  14.3 Governing Law. This agreement is made and shall be
governed in all respects, including validity, interpretation and effect, by the
laws of the State of New York, USA, without recourse to its conflict of laws
principles. Any legal action or proceeding with respect to this Agreement may be
brought in the courts of the State of New York or of the United States of
America for the Southern District of New York, and, by execution and delivery of
this Agreement, Queen Mary and RMST hereby accepts for itself and in respect of
its property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Queen Mary and RMST hereby irrevocably waive, in connection with any
such action or proceeding, (i) trial by jury, (ii) any objection, including,
without limitation, any objection to the laying of venue or based on the grounds
of forum non conveniens, which it may now or hereafter have to the bringing of
any such action or proceeding in such respective jurisdictions.

                  14.4 Notices. All notices required to be given under the terms
of this Agreement shall be in writing (including telegraphic, telex, and
facsimile transmissions, provided that a copy thereof is also sent by certified
or registered air mail on the same day as such telegraphic, telex or facsimile
transmission) and shall be deemed to have been duly given if delivered to the
addressee in person (and receipted on a copy of such notice), or transmitted, or
mailed by certified or registered air mail, return receipt requested, as
follows:



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                  If to RMST, addressed to:

                  RMS Titanic, Inc.
                  17 Battery Place
                  Suite 203
                  New York, New York
                  Attention:  George Tulloch, President

                  If to Queen Mary, addressed to:

                  RMS Foundation Inc.
                  1126 Queens Highway
                  Long Beach, CA 90802-6390
                  Attention:  Joseph Prevatil, President

All such notices shall be effective upon the delivery thereof to the addressee
in person or via telegraph, telex or facsimile, or if mailed, five (5) business
days after the deposit thereof in the mails. Any party may change their
respective addresses by giving notice as herein provided.

                  14.5 Entire Agreement. This Agreement contains the entire
agreement between the parties and supersedes all prior agreements,
understandings and writings between the parties with respect to the subject
matter hereof and thereof, including but not limited to any and all prior
agreements between RMST and Queen Mary concerning the exhibition of Titanic
artifacts at Queen Mary. Each party hereto acknowledges that no representations,
inducement, promises, or agreements, oral or otherwise, have been made by any
party, which are not embodied herein or in an exhibit hereto, and that no other
agreement, statement or promise may be relied upon or shall be valid or binding.
Neither this agreement nor any term hereof may be changed, waived, discharged or
terminated orally. This agreement may be amended or supplemented or any term
hereof may be changed, waived, discharged or terminated by an agreement in
writing signed by all parties hereto.

                  14.6 Assignability. This agreement shall not be assignable by
either party hereto without the written consent of the other party hereto.

                  14.7 Severability. If any provision of the 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. 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.

                  14.8 No Waiver. The waiver by any 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.




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                  14.9 Force Majeure. If due to acts of God, insurrection, fire,
elements, national emergency, or any other similar cause outside of the
reasonable control of either party to this Agreement ("Force Majeure") the
Exhibition is canceled, delayed or the performance of either party under the
terms of this Agreement is made impossible, the parties agree that such
cancellation, postponement or failure to perform shall not be considered a
breach of this agreement. In such event, however, the parties agree to use their
best efforts to reschedule the Exhibition.

                  14.11 Publicity. Each of the parties agree that no press
announcement or press release in connection with this Agreement shall be made
unless the other party hereto shall have given its written consent to such
announcement (including the form thereof), which consent shall not be
unreasonably withheld.

                  14.12 Confidentiality. RMST and Queen Mary agree, as may be
permitted by law, not to divulge or permit or cause their officers, directors,
stockholders, employees or agents to divulge the substance of this Agreement
except to their representatives and attorneys or as may otherwise be required by
law in the opinion of counsel for the party required to make such disclosure.
Additionally, during and after the Term of this Agreement, neither RMST nor
Queen Mary shall disclose to anyone for any reason, without the prior written
consent of the other, any marketing plans, strategies, results or other
confidential information divulged to or learned by either party about the other
from any source whatsoever, unless and until such information has generally
become available to the public from sources other than the other party.

                  14.13 Independent Parties. Nothing in this Agreement is
intended to create, nor shall anything herein be construed or interpreted as
creating, an agency, a partnership, a joint venture or any other relationship
between RMST and Queen Mary except as expressly set forth herein, and both
parties understand that, except as expressly agreed to herein, each shall be
responsible for its own separate debts, obligations and other liabilities.

                  14.14 Remedies. Remedies provided to the parties by this
Agreement are not exhaustive or exclusive, but are cumulative of each other and
in addition to any other remedies the parties may have in law or equity.

                  14.15 Survival of Representations. The representations,
warranties, indemnification, and confidentiality provisions set forth in this
Agreement shall be continuing and shall survive the expiration of the Exhibition
Term.

                  14.14 Headings. The captions and headings used herein are for
convenience only and shall not be construed as a part of this agreement.

                  14.15 Counterparts. This agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute but one and the same document.



                                       13
<PAGE>   14


                  IN WITNESS WHEREOF, the parties have executed this Agreement
and affixed their hands and seal the day and year first above written.

RMS TITANIC, INC.                             RMS FOUNDATION INC.



By: /s/George Tulloch                         /s/Joseph Prevatil
    --------------------------                --------------------------
     George Tulloch, President                Joseph Prevatil, President



                                                        

                                       14
<PAGE>   15


                                   SCHEDULE A

NO INV.                           OBJECT

87/0009.10-12/94                  3 EGG PLATES

87/0014                           BELL without MECHANISM

87/0109.1                         Gillette RAZOR BLADE ENVELOPE

87/0205                           LEATHER RAZOR STRAP
                                  "HORSE SHELL"

87/0269.21/37                     ONE PAGE LETTER
                                  "Thos. Cook & Son."

87/0270                           CLOTHES BRUSH

87/0317.1/2                       FLAT WHITE FAIENCE
                                  PLATE, COMPANY
                                  DISHWARE

93/0077                           HAND BASIN

94/0006                           NICKEL KETTLE

94/0113                           SMALL CRYSTAL POT w/
                                  WHITE STAR LINE LOGO

94/0360                           SMALL CUT CRYSTAL DECANTER
                                  w/ WHITE STAR LOGO

96/0002                           COFFEE CUP

96/0003                           PIECE OF COAL

96/0004                           CIDER(?) BOTTLE

96/0005                           WINE BOTTLE

96/0006                           JAR w/WHITE-BEIGE
                                  FAIENCE

96/0007                           WHITE FAIENCE PLATE
                                  w/ BLUE DESIGN

96/0008                           CHAMPAGNE BOTTLE w/
                                  CORK

96/0009.A                         SILVER SOUP TUREEN

96/0012                           TOOL HANDLE