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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 24th day of
April, 1998 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 Resource Plus and Event
Management International ("EMI"), a corporation organized under the laws of the
Commonwealth of Massachusetts and having its principal place of business at 164
Northern Avenue, Boston, MA 02210 ("EMI").

                  WHEREAS, RMST and EMI wish to work in association with one
another to present an exhibition in the city of Boston, Massachusetts of
artifacts recovered by RMST from the wreck site of the Titanic (the
"Exhibition"), together with supporting material, subject to the terms and
conditions of 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 approximately 300 of the objects in
the ownership of RMST recovered from the wreck site of the Titanic in RMST's
1987, 1993 and 1994 recovery expeditions, as are presently included in the
exhibition of Titanic artifacts presented at the Florida International Museum in
St. Petersburg, Florida ("FIM") and as are reflected on Schedules A and B
annexed hereto (the "Collection"), together with objects, if any, that RMST, in
its sole and discretion, agrees to make available from its 1996 research and
recovery expedition or its planned August 1998 research and recovery expedition,
which is expected to conclude during the last week of August 1998; provided,
however, RMST reserves the right to modify the composition of the Collection
based upon the state of conservation of particular artifacts and to substitute
similar objects in place of those that may be withdrawn from the Collection;
and, provided further, in the event that RMST recovers a section of the hull of
the Titanic during its planned 1998 research and recovery expedition, with
respect to which recovery efforts were unsuccessful during its 1996 expedition
(the "Big Piece"), RMST agrees, subject to needs to conserve the Big Piece, to
use its best efforts for make the Big Piece available for inclusion in the
Exhibition.

                  1.2 "Exhibition Term" shall mean the period commencing June
27, 1998 and expiring on or about November 15, 1998.

                  1.3 "Exhibitry" shall include, display cases, mountings,
props, theatrical pieces, didactic and other panels, artwork, models, lighting
instruments and equipment, floor covering, transportable walls and wall
covering, electronic, audiovisual and computer equipment
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and software programs, and any and all other display items or elements contained
in the Exhibition that can be removed from the Venue for re-installation in any
succeeding exhibition venue, together with all drawings, plans, specifications
and other documentation relating thereto; provided, however, to the extent that
EMI may make lighting or other equipment or fixtures available for utilization
in the Exhibition, such equipment and/or fixtures shall not be included in
Exhibitry and shall be owned exclusively by EMI, without any claim thereto by
RMST.

                  1.4 "Profits" shall mean the excess of Revenues over the
lesser of: (a) the costs of Operations, as defined by the Budget referenced in
Section 1.5 hereof; or (b) the actual costs of Operations. For purposes of the
foregoing, Costs of Operations shall consist of all expenses set forth in the
Budget, except for the "Production Budget" identified in the Budget in Item F-4.

                  1.5 "Project Expenses" shall include, all costs and expenses
of every kind and description incurred in establishing and presenting the
Exhibition, including, without limitation, design and fabrication of the
Exhibition, operating the Exhibition and marketing the Exhibition, all as set
forth in a Budget dated April 13, 1998; provided, however, the Budget shall be
subject to revision as may be mutually agreed upon to address upward or downward
adjustments for circumstances that could not be reasonably foreseen, including,
but not limited to an increase in the demands of operations increase as a result
of extended hours of operation and/or higher attendance that projected in the
Budget.

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

                           1.6.1    "Ancillary Revenues," which shall include
                                    all revenues derived from television
                                    broadcast, film and music rights that may be
                                    granted pursuant to and in accordance with
                                    the terms of this Agreement, and, except as
                                    set forth in Sections 1.6.2 through 1.6.4
                                    hereof, other revenues related to the
                                    Exhibition.

                           1.6.2    "Merchandising Revenue," which shall include
                                    all revenues derived from the sale of
                                    merchandise pursuant to Section 7.1 hereof
                                    and from the sale of food and beverages at
                                    the Exhibition, minus cost of goods (if
                                    applicable), sales tax, credit card fees and
                                    check verification fees.

                           1.6.3    "Sponsorship Revenue," which shall include
                                    all revenues derived from the granting of
                                    sponsorship or promotion rights to third
                                    parties for the Exhibition, less commissions
                                    paid to third-parties or
                                    bonused/incentivized employees of EMI and
                                    RMST (subject to approval by the parties in
                                    advance, which approval shall not be
                                    unreasonably withheld) in connection with
                                    the generation of the Sponsorship Revenue.





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                           1.6.4    "Ticket Revenue," which shall include all
                                    sums generated by ticket sales at the
                                    Exhibition and through authorized ticket
                                    sale outlets, minus sales tax, credit card
                                    fees, and check verification fees, potential
                                    outside ticketing services and couponing
                                    programs, plus the Service Charge, as
                                    defined by Section 9.2 hereof.

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

                  1.8 "Venue" shall mean a structure consisting of approximately
30,000 square feet to be installed in the area located at 164 Northern Avenue,
Boston, Boston, Massachusetts

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

                  2.1 The parties agree that the Exhibition will be presented in
the Venue and will cover the design and construction of the ship, life on board,
passengers and crew, the tragedy, the aftermath, the discovery of the wreck
site, and the subsequent recovery and conservation of the Titanic artifacts.

                  2.2 The name of the Exhibition shall be "Titanic - The
Exhibition" or such other name mutually agreed upon by the parties.

                  2.3 The Exhibition is to be presented RMST in association with
EMI, and will be advertised and promoted in such manner as will reasonably give
recognition to EMI's association with the Exhibition.

                  2.4 EMI and RMST acknowledge that work on the design and
construction of the Exhibition will commence following the execution of this
Agreement, and that the parties shall jointly be responsible for the design of
the Exhibition, with EMI to have the responsibility of supervising the
construction and installation of the Exhibition. In connection with these
matters, EMI 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. EMI
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 Titanic, as described above. In furtherance of the foregoing, the EMI
agrees:

                           2.4.1    (a) The design and content of the
                                    Exhibition; (b) the content of all
                                    marketing, advertising and public relations
                                    materials; and (c) the content of a
                                    pre-recorded audio tour of the Exhibition,
                                    as provided elsewhere herein, shall all be
                                    subject to review and written approval



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                           in advance by RMST, which approval shall not be
                           unreasonably withheld.

                           2.4.2 Upon reasonable request from RMST, EMI will
                           arrange for 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, EMI will
                           provide reasonable access for RMST representatives to
                           observe the construction of the Exhibition.

                  3. THE OBLIGATIONS OF EMI.

                  EMI agrees to pay all Project Expenses and to:

                  3.1 Make all arrangements, and obtain all rights, permits and
licenses as may be required, for presentation of the Exhibition in the Venue,
and in connection therewith, EMI 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;

                  3.2 Commission and supervise all design and construction work
relating to the Exhibition, including, but not limited to:

                           3.2.1 All display cases, including alarm systems,
                           environmental control systems, and any integrated
                           lighting systems.

                           3.2.2 All theatrical displays or devices that may be
                           utilized to enhance the Exhibition.

                           3.2.3 All didactic panels and Artifact labels.

                           3.2.4 All lighting systems and equipment for
                           illumination of the galleries and ancillary
                           exhibition areas.

                           3.2.5 All necessary galleries and ancillary areas,
                           including furniture and equipment for an Artifact
                           retention area, box office, security, coat check,
                           cash control, orientation theater, queuing area,
                           concessions, and all other areas or improvements that
                           may be required to properly display the Artifacts and
                           present them in a manner that will allow the public
                           to safely view them.



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                  3.3 Develop and implement a comprehensive marketing,
advertising, promotion and public relations plan for the Exhibition in
consultation with RMST.

                  3.4 Develop and implement a comprehensive 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.

                  3.5 Be responsible for the care and storage of the Artifacts
and Supporting Material, including 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.

                  3.6 Provide full insurance coverage for the Artifacts of Ten
Million ($10,000,000) Dollars in assessed valuation from the time the Artifacts
are delivered by RMST to EMI until thirty (30) days after the conclusion of the
Exhibition or the return of the Artifacts to RMST, whichever occurs first, and
full insurance coverage for the Exhibitry in an amount equal to no less than the
actual costs of the Exhibitry.

                  3.7 Be responsible for the installation and de-installation of
the Exhibition, including the Artifacts.

                  3.8 Be responsible for all staffing and the daily operations
of the Exhibition.

                  3.9 Be responsible for the safety and security of the
Artifacts and Exhibitry from the time the Artifacts and Exhibitry are delivered
by RMST to EMI and until returned to RMST.

                  3.10 Be responsible for all Artifact handling, security,
insurance, export and the transportation thereof from FIM to the Venue.

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

                  3.12 Produce an audio-visual presentation of approximately 8
minutes duration for use solely in an orientation theater in the Exhibition, the
content of which shall be subject to RMST's consent, which consent shall not be
unreasonably withheld.

                  4. RMST'S OBLIGATIONS.

                  RMST agrees to:

                  4.1 Make the Artifacts available to EMI for the Exhibition
Term, with the Artifacts to be packed and available for pick-up by EMI at FIM on
or about June 10, 1998.





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                  4.2 Make available such Supporting Material as EMI shall
reasonably require following consultation with RMST.

                  4.3 Engage EMI, in consideration of the payment to EMI of the
sum of Three Hundred Thousand Dollars ($300,000), payable in six (6) equal
installments of $50,000 each commencing on December 1, 1998, to prepack, pack,
handle, provide security for, transport, insure, and install the Exhibition
(including the Artifacts) in the next venue for the Exhibition in the United
States (the "Next Venue"), to consult with RMST as may be reasonably necessary
in connection with needs and expectations for preparation of the site for the
installation and operation of the Exhibition at the Next Venue, and to provide
onsite training services at the Next Venue for a period of one week prior to the
opening and ending one week after the opening of the Exhibition in consideration
of the payment to EMI; provided, however, in the event that the actual
out-of-pocket expenses incurred by EMI in connection with the prepacking,
packing, handling, providing security for, transporting, insuring and installing
the Exhibition exceed $200,000, the parties agree to re-negotiate in good faith
the sum payable to EMI pursuant hereto.

                  5. DIVISION AND PAYMENT OF REVENUES.

                  5.1 Profits (as defined in Section 1.4 hereof) shall be
divided between RMST and EMI as follows: two-thirds (2/3) thereof shall be paid
to RMST and one-third (1/3) thereof shall be paid to EMI; provided, however,
RMST's share of Profits shall be credited against the costs of the Exhibitry
until such costs have been fully recouped by EMI, to the extent that EMI has
paid the costs thereof. Accordingly, if the design and construction of the
Exhibitry is $750,000, and EMI has paid the costs thereof, the first $750,000 of
RMST's share of the Profits shall be credited to EMI's recoupment of such costs.

                  5.2. All Revenues shall be collected by EMI and be deposited
into an interest-bearing bank account to be utilized for the receipt and
disbursement of Revenues (the "Bank Account"). Revenues shall be disbursed for
the following purposes and in the following priority: (a) to EMI, in recoupment
of the Project Expenses; and (b) to the respective parties, in proportion to
their respective rights to Profits as set forth in Section 5.1 hereof.

                  5.3 EMI shall maintain all books of accounts and all documents
necessary to audit, review and verify Revenue and Project Expenses, and will
agree 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. Without limiting the foregoing, RMST shall be provided
with access to the records of the Bank Account at such times and with such
frequency as RMST may be reasonably request, including all information
pertaining to deposits and withdrawals or disbursements into and from the Bank
Account.

                  5.4 EMI shall furnish to RMST monthly accountings regarding
Ticket Revenue, Sponsorship Revenues, Merchandise Revenue and Ancillary Revenues
no later than fifteen (15) days after the close of the month covered by such
accounting, and shall be 

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accompanied by proof of transfer to RMST's segregated account of RMST's share of
Profits, if any. Profits shall be disbursed to the parties upon Revenues
exceeding Project Expenses. In the event that an audit reflects a five (5%)
percent or greater discrepancy from the accounting furnished by EMI to RMST,
then EMI shall be responsible for payment of the costs of such audit.

                  5.5 RMST shall not bear any responsibility for any financial
losses that may be incurred in connection with the presentation of the
Exhibition. All rights, title and interest in and to ownership and possession of
the Exhibitry shall vest in RMST as of August 31, 1998, subject to the
utilization of the Exhibitry during the Exhibition Term pursuant to the terms
hereof.

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

                  6.3 No advertising, promotional or other marketing materials
may be used by EMI without RMST's prior written consent, which consent shall not
be unreasonably withheld.

                  7.       MERCHANDISING.

                  7.1 The parties agree to arrange for space of a minimum of
4,000 square feet within the Exhibition for the establishment and operation of a
merchandise shop ("Merchandise Shop"), and further agree to use their best
efforts to engage a third-party to build-out, operate, staff and acquire the
inventory for the Merchandise Shop, in consideration for which the Exhibition
will receive approximately thirty (30%) of gross sales of the Merchandise Shop,
less sales tax, credit card charges, check verification fees and returns. To
this end, RMST has engaged in discussions with individuals who are in the
process of organizing Titanic Merchandise, Inc. under the laws of the State of
California ("TMI") to establish and operate the Merchandise Shop in accordance
with the foregoing, with the understanding that TMI shall furnish to RMST a
weekly report of merchandise sales, on an itemized basis, and shall remit to
EMI, for the account of the parties, the Venue Revenues on Friday of each week
for the period covering the preceding Monday through Sunday during the
Exhibition Term. EMI acknowledges that the terms of such contemplated
transaction are acceptable.




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                  7.2 It is agreed that the Exhibition Catalogue will be a
customized version of the book "Titanic - Legacy of the World's Greatest Ocean
Liner" by Susan Wels, with a new cover and approximately sixteen pages of
material to be combined with the existing book contents so as to customize such
book as an Exhibition catalogue.

                  8.       SPONSORSHIP.

                  EMI shall seek corporate sponsors for the Exhibition that are
not in conflict with the image of promoting science and education, and RMST
shall provide its assistance and support for such efforts. RMST shall have the
right to approve all sponsors for the Exhibition, which approval shall not be
unreasonably withheld. No sponsor shall be granted any rights, other than
sponsorship rights with respect to the Exhibition, without the prior written
consent of RMST. Nothing in this Agreement shall be construed as authorizing the
right to grant sponsorship arrangements for any activity or undertaking of RMST
other than the Exhibition. Any and all payments received from sponsors of the
Exhibition, less commissions paid in connection therewith, shall be considered
Sponsorship Revenue for purposes of this Agreement.

                  9.       AUDIO VISUAL RIGHTS.

                  9.1 Except for the sole purpose of the orientation theatre
presentation to be made pursuant to Section 3.12 hereof and except for the sole
purpose of promoting the Exhibition through the media (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 EMI. 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 EMI 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 media, which consent shall not be unreasonably withheld.
Any licensing fees that may be derived from the distribution of the Promotional
Work shall be included in Ancillary Revenues under this Agreement.

                  9.2 Any Internet site established by EMI to promote or
advertise the Exhibition shall state that the Exhibition is presented by RMST in
association with EMI and shall include, on the initial screen thereof, 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 the Venue and shall include a
hypertext link to the Internet site used by EMI to promote or advertise the
Exhibition.

                  9.3 Except as set forth in Section 9.1 hereof, EMI will
prohibit photography, videotaping, filming or other recording of the Exhibition
and will take reasonable measures to inform visitors to the Exhibition of this
prohibition. EMI shall eject any visitor to the Exhibition 

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who refuses to comply with such prohibition, and shall use its best efforts to
confiscate and photographic film or other recording of the Exhibition obtained
by such visitor.

                  10.      TICKET SALES.

                  10.1 All ticket prices for the Exhibition shall be as follows,
unless the parties mutually agree otherwise: Adults - $13.95; Seniors (60+) -
$12.95; Youth (5-11 yrs.) - $6.95; School and camp groups (20 or more) - $5.50;
and $11.95 adult groups of 20 or more.

                  10.2 Tickets shall be made available for sale in advance on a
time-reserved basis, with a service charge of $1.75 (the "Service Charge") to be
added to each ticket purchased in advance.

                  10.3 RMST shall be entitled to a copy of all of the data
collected by EMI in connection with the sale of tickets hereunder, and EMI shall
provide RMST with a weekly report of the number of tickets sold within each of
the categories enumerated in Section 9.1, and such other ticket price categories
that may hereafter be established.

                  11.      INDEMNITIES.

                  11.1 RMST agrees to indemnify, defend and hold harmless EMI,
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 EMI
may incur or be liable for as a result of any claim, suit or proceeding made or
brought against EMI based upon, arising out of, or in connection with RMST's
breach of any of its duties or obligations hereunder.

                  11.2 EMI 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 EMI based upon, arising out of, or in connection with EMI'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.




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                  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 EMI shall forthwith return to EMI or otherwise
dispose of as EMI may direct all pamphlets, literature, photographs, catalogues,
advertising material, specifications, cost estimates and other materials,
documents and papers whatsoever belonging to EMI and sent to RMST relating to
the Exhibition (other than correspondence between the EMI 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, EMI at the request of RMST shall forthwith return to RMST or otherwise
dispose of as RMST may 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 the EMI and RMST) which EMI 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.

                  13.3 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, 

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USA, without recourse to its conflict of laws principles. Any legal action or
proceeding with respect to this Agreement shall be brought exclusively in the
courts of the United States of America for the District where the defendant
maintains its principal place of business, and by execution and delivery of this
Agreement, EMI and RMST hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. EMI 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:

                  If to RMST, addressed to:

                  RMS Titanic, Inc.
                  17 Battery Place
                  Suite 203
                  New York, New York
                  Attention:  George Tulloch, President
                  Fax No.: (212) 482-1912

                  If to EMI, addressed to:

                  Resource and Event Management International
                  164 Northern Avenue
                  Boston, MA 02210
                  Attention:  Michael Bloy
                  Fax No.: (617) 385-5090

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 and fax numbers 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. 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, 

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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.

                  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 EMI 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 the
EMI 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 EMI except as expressly set forth herein, 

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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.

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

                  14.17 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.

                  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.                   RESOURCE PLUS AND EVENT MANAGEMENT
                                    INTERNATIONAL




By:  /s/George Tulloch                           By:  /s/ Joe Kelly
     George Tulloch, President                            Joe Kelly, CFO

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