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                               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 25th day of
September, 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 Media Rare Inc, a
corporation organized under the laws of the State of Minnesota and having its
principal place of business at 400 Silbey Street, Suite 270, St. Paul, Minnesota
55101 ("Media Rare").

                  WHEREAS, RMST and Media Rare wish to work in association with
one another to present an exhibition in the city of Saint Paul, Minnesota 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:

                  1.2 "Exhibition Term" shall mean the period commencing
December 31, 1998 and expiring on April 30, 1999.

                  1.3 "Exhibitry" shall include, display cases, mountings,
props, theatrical pieces, didactic and other panels, artwork, models,
transportable walls and wall covering, electronic, audiovisual and computer
equipment and software programs, and any and all other display items or elements
contained in the Exhibition that can be removed from "Titanic: The Artifacts
Exhibition" currently presented in a temporary structure near the World Trade
Center Boston (the "Boston Exhibition") for re-installation at the Venue,
together with all drawings, plans, specifications and other documentation
relating thereto.

                  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 (the "Budget"); 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.

                  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 certain memo dated September 16, 1998 from Media Rare to RMST, a copy
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which is attached hereto as Exhibit A and incorporated by reference herein (the
"Memo"); plus (a) payments to be made in accordance with Section 5 hereof for
the deinstallation of the Boston Exhibition, transportation and installation of
the Exhibitry and Artifacts in the Venue, and for related services; (b) payment
of $300,000 to RMST for the lease of the Exhibitry for the Exhibition Term (the
"Lease Fee"); (c) out-of-pocket expenses (including travel to and from New York
City to Saint Paul and lodging in St. Paul) incurred for the attendance of
George Tulloch and/or Allan Carlin (or other mutually agreed upon
representatives of RMST) in connection with the design, marketing and promotion
of the Exhibition (including the opening night reception) upon the request of
Media Rare; and (d) such other expenses as the parties may mutually agree upon.
The expenses identified in the Memo and subparagraphs (a) through (d) above are
hereinafter collectively referred to as the "Budget."It is further agreed that
the Lease Fee shall be paid to RMST after other Project Expenses are recouped or
a reserve from Revenue is available for the future payment of the Project
Expenses contained 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
                  or derived from the presentation of the Exhibition.

                           1.6.2 "Merchandising Revenue," which shall include
                  all revenues derived from the sale of merchandise pursuant to
                  Section 8.1 hereof and from the sale of food and beverages at
                  the Exhibition (including revenue derived from catering
                  special events, as described in Section 1.6.3 below, 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 except non-cash or in-kind sponsorships, derived from
                  the granting of sponsorship or promotion rights (including,
                  but not limited to, special events, such as for example,
                  permitting groups to attend the exhibition while the general
                  public is excluded from the exhibition) to third parties for
                  the Exhibition, less commissions paid to third-parties in
                  connection with the generation of the Sponsorship Revenue.

                           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 11.2 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.

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                  1.8 "Venue" shall mean a structure consisting of approximately
35,000 square feet known as the Union Depot in the Lowertown section of St.
Paul, Minnesota.

                  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 be substantially the same as the content of the Boston
Exhibition, subject to design of the Exhibition for presentation within the
dimensions of the Venue.

                  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 produced by RMST in association
with Media Rare, and will be advertised and promoted in such manner as will
reasonably give recognition to RMST's and Media Rare's association with the
Exhibition.

                  2.4 Media Rare and RMST acknowledge that work on the design
and construction of the Exhibition for presentation in the Venue will commence
following the execution of this Agreement, and that the parties shall jointly be
responsible for the design of the Exhibition, with Media Rare to have the
responsibility of supervising the preparation of the Venue and any improvements
or additions to the Boston Exhibition as are mutually agreed upon. In connection
with these matters, Media Rare 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. Media Rare accordingly agrees that the Exhibition will be designed
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,
Media Rare agrees:

                                    2.4.1 (a) The design of the Exhibition; (b)
                  the content of all marketing, advertising and public relations
                  materials; (c) the plan for and personnel in charge of
                  handling and installation of the Artifacts; and (d) the
                  content of a pre-recorded audio tour of the Exhibition, as
                  provided elsewhere herein, shall all be subject to review and
                  written approval in advance by RMST, which approval shall not
                  be unreasonably withheld.

                                    2.4.2 Upon reasonable request from RMST,
                  Media Rare 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, Media
                  Rare will provide reasonable access for RMST representatives
                  to observe the preparation of the Venue for presentation of
                  the Exhibition.

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                  3. THE OBLIGATIONS OF MEDIA RARE.

                  Media Rare agrees to pay all Project Expenses in the amounts
set forth in the Budget 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, Media Rare 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 presentation of the Exhibition in the Venue and improvements or
additions to the Boston Exhibition, including, but not limited to:

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

                                    3.2.2 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.

                                    3.3.3 A display shall be designed for the
                  Big Piece to be fully immersed in water with appropriate
                  chemical treatments and equipment so as to permit its proper
                  conservation during the Exhibition Term. It is understood and
                  agreed that the frame supports and "shower system" utilized
                  for the display of the Big Piece in the Boston Exhibition will
                  not be utilized in the Venue.

                  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

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Media Rare 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 all staffing and the daily operations
of the Exhibition.

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

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

                  3.10 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 Exhibitry and Artifacts available to Media Rare
for the Exhibition Term and available to be packed at the Boston Exhibition no
later than December 1, 1998. The Exhibitry and Artifacts shall be delivered to
the Venue no later than December 15, 1998. In the event that the Exhibitry and
Artifacts are not delivered on or before December 15, 1998, Media Rare shall
have the option to cancel this Agreement on or before December 18, 1998, without
any claims by or against RMST.

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

                  4.3 Deinstall and remove the Exhibitry and Artifacts from the
Venue within thirty (30) days of the expiration of the Exhibition Term.

                  5. DELIVERY OF THE BOSTON EXHIBITION

                  The parties acknowledge that RMST has engaged Resource Plus
and Event Management International ("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 after its presentation in Boston, Massachusetts (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

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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, RMST
has agreed to re-negotiate in good faith the sum payable to EMI pursuant hereto.
Accordingly, the Budget contains provision for the payment of $300,000 for the
deinstallation of the Boston Exhibition and the transportation and installation
thereof in the Venue, together with the provisioning of related services. In the
event that EMI actually incurs out-of-pocket costs in excess of $200,000 for the
prepacking, packing, handling, providing security for, transporting, insuring
and installing the Exhibition, RMST agrees to be solely responsible for the
payment of any such overage.

                  6. DIVISION AND PAYMENT OF REVENUES.

                   6.1. All Revenues shall be collected by Media Rare 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) subject tot he
provisions set forth in Section 6.2 below, to pay RMST the sum of $1,000,000 no
later than February 28, 1999; provided, however, in the event the payment of
such $1,000,0000 to RMST would not leave an adequate cash reserve for the
payment of projected March operating expenses, exclusive of Lease Payments,
projected from the Budget (the "March Expenses"), then payment of a portion of
such $1,000,000 payment may be deferred in order to establish a satisfactory
reserve for the payment of the March expenses; (b) to Media Rare, 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 6.3 hereof.

                  6.2 Notwithstanding the provisions of Section 6.2(a) hereof,
Media Rare shall have the right to use Revenues for the payment of Project
Expenses prior to the payment of such $1,000,000 payment to RMST; provided,
however, the use of Revenues to pay such Project Expenses shall in no respect
diminish or qualify Media Rare's obligations to pay $1,000,000 (less a reserve
for payment of the March Expenses) on or before February 28, 1999 in accordance
with Section 6.1(a) hereof, or to pay any deferred balance thereof on or before
March 31, 1999. Media Rare hereby acknowledges that if Revenues are insufficient
to pay both the sum due to RMST under Section 6.1(a) hereof and Project
Expenses, Media Rare nonetheless unconditionally guarantees to RMST the payment
of all sum due under Section 6.1(a) hereof on a timely basis. In the event that
Media Rare fails to make the payments due to RMST on or before February 28, 1999
in accordance with the foregoing, or fails to make the payment of any deferred
balance thereof on or before March 31, 1999, Media Rare hereby assigns to RMST
all rights, title and interest in Revenues until such $1,000,000 is paid in
full. The foregoing assignment of Revenues is without prejudice to, or
limitation or waiver of, all of RMST's legal and equitable rights and remedies
to enforce Media Rare's obligations hereunder.

                  6.3 Profits (as defined in Section 1.4 hereof) shall be
divided between RMST and Media Rare as follows: two-thirds (2/3) thereof shall
be paid to RMST and one-third (1/3) thereof shall be paid to Media Rare. The
payment of $1,000,000 to RMST in accordance with

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Section 6.1(a) hereof shall be credited against RMST's share of Profits.

                  6.4 Media Rare 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.

                  6.5 Media Rare shall furnish to RMST, to the extent
practicable, daily accountings of ticket sales and Exhibition attendance and
weekly accountings of Ticket Revenue, Sponsorship Revenues, Merchandise Revenue,
Ancillary Revenues and Project Expenses within one week of the close of each
weekly period, with the first such weekly report to be issued within one week of
February 28, 1999. To the extent that Profits are payable, each such weekly
report shall be accompanied by proof of transfer to RMST's designated bank
account of RMST's share of Profits. 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 Media
Rare to RMST, then Media Rare shall be responsible for payment of the costs of
such audit.

                  6.6 RMST shall not bear any responsibility for any financial
losses that may be incurred in connection with the presentation of the
Exhibition.

                  7. MARKETING, ADVERTISING AND PUBLICITY.

                  7.1 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.

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

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

                  8. MERCHANDISING.

                  8.1 The parties acknowledge that RMST has entered into an
agreement with Titanic Merchandise, Inc. ("TMI"), pursuant to which TMI is
obligated to build-out, operate, staff

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and acquire the inventory for the merchandise shop at the Exhibition (the
"Merchandise Shop"). It is further acknowledged that TMI has agreed to pay to
RMST thirty (30%) of gross sales of the Merchandise Shop, less sales tax, credit
card charges, check verification fees and returns (the "Merchandise Sales"), and
that TMI shall furnish a weekly report of merchandise sales, on an itemized
basis, together with remittance of the Merchandise Sales on Friday of each week
for the period covering the preceding Monday through Sunday during the
Exhibition Term. Media Rare acknowledges that the foregoing terms of such
agreement are acceptable. RMST shall use its best efforts to arrange for TMI to
have merchandise available for sale on terms and at a place in the St. Paul
metropolitan area as may be mutually agreed upon.

                  8.2 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.

                  9. SPONSORSHIP.

                  Media Rare 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. The parties acknowledge that
RMST has entered into an agreement with Discovery Communications, Inc.
("Discovery"), pursuant to which it has been agreed that Discovery has the right
to be a sponsor of the exhibitions of its Titanic artifacts, and that if
Discovery desires to be a sponsor, such sponsorship shall be at no cost to
Discovery. In the event that Discovery is a sponsor of the Exhibition, its logo
shall appear in all promotional materials related to the Exhibition. Media Rare
hereby acknowledges that the above arrangements with Discovery are acceptable.

                  10. AUDIO VISUAL RIGHTS.

                  10.1 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 Media Rare. 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

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hereby conferred upon Media Rare 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. It is hereby acknowledged that RMST has granted Discovery
a right of first negotiation to produce the Promotional Work, in the event that
RMST intends to engage an outside producer to produce the same. Such right of
first negotiation is for a period of not less than 30 days, commencing on the
date that RMST first notifies Discovery that it intends to cause the production
of the Promotional Work, and during such period RMST shall negotiate exclusively
and in good faith with Discovery. If Discovery and RMST shall agree on terms in
respect of such reel, and if RMST shall thereafter fail to enter into an
agreement with Discovery with respect thereto, but shall instead reach agreement
with a different media company on the same or less favorable terms (for RMST) as
those agreed to with Discovery, RMST has agreed it shall permit Discovery the
right to once again negotiate (for a period of 10 days) to produce the
Promotional Work on such terms. Media Rare hereby acknowledges that the above
agreements with Discovery are acceptable.

                  10.2 Any Internet site established by Media Rare to promote or
advertise the Exhibition shall state that the Exhibition is presented by RMST in
association with Media Rare 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 Media Rare to promote or advertise
the Exhibition.

                  10.3 Except as set forth in Section 10.1 hereof, Media Rare
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. Media Rare shall eject any visitor to the
Exhibition 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.

                  11. TICKET SALES.

                  11.1 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.

                  11.2 Tickets shall be made available for sale in advance on a
time-reserved basis, with a service charge to be mutually agreed upon (the
"Service Charge") to be added to each ticket purchased in advance.

                  11.3 RMST shall be entitled to a copy of all of the data
collected by Media Rare in connection with the sale of tickets hereunder, and
Media Rare shall provide RMST with a weekly report of the number of tickets sold
within each of the categories enumerated in this Section 11, and such other
ticket price categories that may hereafter be established.

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                  12. INDEMNITIES.

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

                  12.2 Media Rare 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 Media Rare based upon, arising out of, or in
connection with Media Rare's breach of any of its duties or obligations
hereunder.

                  12.3 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.

                  13. 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. It is
expressly agreed that RMST shall be the sole and exclusive owner of all
trademarks utilized for the Exhibition and of all Exhibition logos.

                  14. OBLIGATIONS UPON TERMINATION.

                  14.1 Within thirty (30) days of termination of the Exhibition
Term, RMST at the request of Media Rare shall forthwith return to Media Rare or
otherwise dispose of as Media Rare may direct all pamphlets, literature,
photographs, catalogues, advertising material, specifications, cost estimates
and other materials, documents and papers whatsoever belonging to Media Rare and
sent to RMST relating to the Exhibition (other than correspondence between the
Media Rare 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.

                  14.2 Within thirty (30) days of termination of the Exhibition
Term, Media Rare 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 the Media Rare and
RMST) which Media Rare 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.

                  14.3 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.

                  15. MISCELLANEOUS.

                  15.1 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.

                  15.2 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.

                  15.3 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 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, Media Rare and RMST hereby accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Media Rare 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.

                  15.4 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 10004
                  Attention:  George Tulloch, President
                  Fax No.: (212) 482-1912

                  If to Media Rare, addressed to:

                  Media Rare Inc.
                  400 Silbey Street
                  St. Paul, MN 55101
                  Attention:  Eriche Mische
                  Fax No.: (612) 292-0256

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.

                  15.5 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, 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.

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

                  15.7 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.

                  15.8 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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                  15.9 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.

                  15.10 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.

                  15.11 Confidentiality. RMST and Media Rare 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
Media Rare 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.

                  15.12 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 Media Rare 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.

                  15.13 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.

                  15.14 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.

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

                  15.16 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.

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                  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.                      MEDIA RARE INC.




By: /s/ George Tulloch                 By: /s/ Kenneth Rowe
   -------------------------------        -------------------------------------
         George Tulloch, President                   Kenneth Rowe, CFO

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