<PAGE>   1
ORIGINAL

TIME CHARTER PARTY FOR OFFSHORE SERVICE VESSELS: 
CODE NAME: "SUPPLY TIME 89"                                               PART I
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1.     Place and date

       LE HAVRE, 25TH MAY 1998
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2.     Disponent Owners/Place of business (full style) (Cl.1(a))

A/     LES ABEILLES INTERNATIONAL 
       Quai Lamande / PO Box 1351
       76065 Le Havre Cedex / France
       Ph: (33)2 35 19 77 85 Fax (33) 2 35 41 78 98
       for the Diving Support Vessel
       and

B/     TRAVOCEAN
       146 rue Sainte
       13007 Marseilles / France
       Ph: (33)4 91 04 42 04 Fax (33) 4 91 33 85 05
       For the R.O.V.
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3.     Charterers/Place of business (full style, addresse and telex/telefax)
       (Cl.1(a))

       RMS TITANIC, INC.
       17, Battery Place, Suite 203
       New York, New York 10004
       U.S.A.
       Ph (212) 558 6300 Fax (212) 482 1912
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4.     Vessel's name (Cl.1(a))

       D.S.V. "ABEILLE SUPPORTER" and R.O.V. "ABYSSUB"
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5.     Date of delivery (Cl.2(a))

       Between 3rd Aug 1998 and 6th Aug 1998
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6.     Cancelling date (Cl.2(a) & (c)

       6th August 1998
       23:59 LT
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7.     Port or place of delivery (Cl.2(a))

       Mobilisation Port: Bayonne, France
       Place of delivery: On RMS TITANIC wreck site
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8.     Port or place of redelivery/notice of redelivery (Cl.2(d)) 

       (i) Port or place of redelivery 

       Redelivery: In Boston, USA
       Demobilisation port: Bayonne, France
       -------------------------------------------------------------------------
       (ii) Number of days' notice of redelivery

       2 (two) days
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9.     Period of hire (Cl.1(a))

       Total hire 38 days firm, Bayonne / Bayonne
       Departing Titanic site: 17/08 15:00 LT latest
       Departing Boston: 22/08 15:00 LT latest
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10.    Extension of period of hire & when due (optional) (Cl.1(b))

       (i) Period of extension

       Total spread time 5 x 1 day at Charterers' option. Vessel to be
       imperatively redelivered in Boston, dropping outward pilot latest 27/08
       at 15:00 LT (See additional clause No. 40(d))
       -------------------------------------------------------------------------
       (ii) Advance notice for declaration of daily options (days) 

       2 (two) days
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11.    Automatic extension period to complete voyage(Cl.1(c))

       (i) Voyage

       Not applicable
       -------------------------------------------------------------------------
       (ii) Maximum extension period (state number of days)

       Not applicable
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12.    Mobilisation charge (lump sum and when due) (Cl.2(b)) 

       (i) Lump sum:

       Included in lumpsum charter price
       -------------------------------------------------------------------------
       (ii) When due

       See additional clause No. 40
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13.    Port or place of mobilisation / demobilisation (Cl.2(b)(i))

       Bayonne, France
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14.    Early termination of charter (state amount of hire payable) (Cl.28(a))

       Full lumpsum 38 days hire payable
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15.    Number of days notice of early termination (Cl.26(a))

       2 (two) days
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16.    Demobilisation charge (lump sum) (Cl.2(a) 
                                        Cl.26(a)

       Included in lumpsum charter price
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17.    Area of operation (Cl.5(a))

       1/     RMS TITANiC wreck location

       2/     BOSTON (USA)

       Employment of vessel & ROV directed by Charterers but always within
       vessel & ROV's safe and natural capacities/capabilities
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18.    Employment of vessel restricted to (state nature of services(s) (Cl.5(a))

       Vessel: Passenger vessel up to 14 persons, surface recovery of Big Piece,
       ROV support.

       ROV: Assistance to recovery of Big Piece, transmission of information
       from Nautile during live show, video inspection if required.
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<PAGE>   2

                                                                          PART I
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19.    Charter hire (state rate and currency) (Cl.10(a) et (d))

       Round trip Bayonne / Titanic site / Boston / Bayonne (38 days), Lumpsum:
       USD 950 000.00 (Nine hundred fifty thousand U.S. Dollars) Including
       fuel/lubes, fresh water, catering for 14 Charterers personnel.
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20.    Extension hire (if agreed, state rate) (Cl.10(b))

       If vessel stays on site later than 17/08 15:00 lt or/and if vessel sails
       Boston later than 22/08 15:00 lt, a rate of USD 22 350.00 per day prorata
       will apply.
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21.    Invoicing for hire & other payments (Cl.10(d))

       (i) state whether to be issued in advance or arrears

       In advance
      --------------------------------------------------------------------------
       (ii) state to whom to be issued if addressee other than stated in Box 2

       As per box 2
      --------------------------------------------------------------------------
       (iii) state to whom to be issued it addressee other than stated in Box 3

       As per box 3
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22.    Payments (state mode and place of payment; also state beneficiary and
       bank account) (Cl.10(e))

       In US Dollars by telegraphic remittance to:
       Banque Nationale de Paris
       475 Avenue du Prado 13008 Marseilles
       Bank code: 30004
       Counter: 00711
       Account no. 100095/56
       SWIFT: BNPAFRPPMAR
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23.    Payment of hire, bunker invoices & disbursements for Charterers' account
       (stage maximum number of days (Cl.10(e))

       See additional clause No. 40
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24.    Interest rate payable (Cl.10(e)) 

       6 (six) percent per annum
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25.    Maximum audit period (Cl.10(f)) 

       Not applicable
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26.    Meals (state rate agreed) (Cl.5(c)(i))

       Included in lumpsum charter hire
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27.    Accommodation (state rate agreed) (Cl.5(c))

       Included in lumpsum charter hire
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28.    Mutual Waiver of Recourse (optional, state whether applicable) (Cl.12(f))

       Applicable
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29.    Sublet (state amount of daily increment to charter hire (Cl.17(b)) 

       Not applicable
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30.    War (state name of countries) (Cl.19(e)) 

       Not applicable
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31.    General average (place of settlement - Only to be filled in if other than
       London) (Cl.21)

       London, England
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32.    Breakdown (state period) (Cl.28(b)(v)) 

       2 (two) days
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33.    Law and arbitration (state Cl.31(a) or 31(b) or 31(c), as agreed; if
       Cl.31(c) agreed also state place of arbitration (Cl.31)

       Clause 31(a) (London, England)
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34.    Numbers of additional clauses covering special provisions,

       5 additional clauses (special provisions):
       37 - 38 - 39 - 40 - 41
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35.    Names and addresses for notices and other communications required to be
       given the Owners (Cl.28)

       Mr George Tulloch, for RMS TITANIC INC.
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36.    Names and addresses for notices and other communications required to be
       given by the Charterers (Cl.28)

       Mr Jean Labescat, for "Abeilles International" 
       Mr Y. Durand / Mr JP Bivaud, for "Travocean"
--------------------------------------------------------------------------------
It is mutually agreed that this contract shall be performed subject to the
conditions contained in the Charter consisting of PART I including additional
clauses and stated in Box 34 ,and PART II as well as ANNEX A, B, C as annexed to
this Charter. In the event of a conflict of conditions, the provisions of PART I
shall prevail over those of PART II and ANNEX A, B, & C to the extent of such
conflict but no further. Annex C as annexed to this Charter is optional and
shall apply only if expressly agreed and stated in Box 28.


       This Charter Party is issued in 3 Originals: 1 Original for RMS TITANIC,
       1 Original for LAI, 1 Original for TVO

       C/P LAI-TVO/RMS TITANIC98

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Signature (Owners)

       For LAI & TVO, the Owners             Signature (Charterers)

       /s/ [ILLEGIBLE]                       /s/ G. H. Tulloch
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<PAGE>   3

                                    PART II
    "SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels

1.     Period

       (a) The Owners stated in Box 2 let and the Charterers stated in Box 3
       hire the Vessel named in Box 4, as specified in ANNEX "A" (hereinafter
       referred to as "the Vessel"), for the period as stated in Box 9 from the
       time the Vessel is delivered to the Charterers.

       (b) Subject to Clause 10(b), the Charterers have the option to extend the
       Charter Period in direct continuation for the period stated in Box 10(i),
       but such an option must be declared in accordance with Box 10(ii).

       (c) The Charter Period shall automatically be extended for the time
       required to complete the voyage or well (whichever is stated in Box
       11(i)) in progress, such time not to exceed the period stated in Box
       11(ii).

2.     Delivery and Redelivery

       (a) Delivery. -- Subject to sub-clause (b) of this Clause the Vessel
       shall be delivered by the Owners free of cargo and with clean tanks at
       any time between the date stated in Box 5 and the date stated in Box 6 at
       the port or place stated in Box 7 where the Vessel can safely lie always
       afloat.

       (b) Mobilisation. -- (i) The Charterers shall pay a lump sum as stated in
       Box 12 without discount by way of mobilisation charge in consideration of
       the Owners giving delivery at the port or place stated in Box 7. The
       mobilisation charge shall not be affected by any change in the port or
       place of mobilisation from that stated in Box 13.

       (ii) Should the Owners agree to the Vessel loading and transporting cargo
       and/or undertaking any other service for the Charterers en route to the
       port of delivery or from the port of redelivery, then all terms and
       conditions of this Charter Party shall apply to such loading and
       transporting and/or other service exactly as if performed during the
       Charter Period excepting only that any lump sum freight agreed in respect
       thereof shall be payable on shipment or commencement of the service as
       the case may be, the Vessel and/or goods lost or not lost

       (c) Cancelling. -- If the Vessel is not delivered by midnight local time
       on the cancelling date stated in Box 6, the Charterers shall be entitled
       to cancel this Charter Party. However, if despite the exercise of due
       diligence by the Owners, the Owners will be unable to deliver the Vessel
       by the cancelling date, they may give notice in writing to the Charterers
       at any time prior to the delivery date as stated in Box 5, and shall
       state in such notice the date by which they will be able to deliver the
       Vessel. The Charterers may within 24 hours of receipt of such notice give
       notice in writing to the Owners cancelling this Charter Party. If the
       Charterers do not give such notice, then the later date specified in the
       Owner's notice shall be substituted for the cancelling date for all the
       purposes of this Charter Party. In the event the Charterers cancel the
       Charter Party, it shall terminate on terms that neither party shall be
       liable to the other for any losses incurred by reason of the non-delivery
       of the Vessel or the cancellation of the Charter Party.

       (d) Redelivery. -- The Vessel shall be redelivered on the expiration or
       earlier termination of this Charter Party free of cargo and with clean
       tanks at the port or place as stated in Box 8(i) or such other port or
       place as may be mutually agreed. The Charterers shall give not less than
       the number of days notice in writing of their intention to redeliver the
       Vessel, as stated in Box 8(ii).

       (e) Demobilisation. -- The Charterers shall pay a lump sum without
       discount in the amount as stated in Box 16 by way of demobilisation
       charge which amount shall be paid on the expiration or on earlier
       termination of this Charter Party.

3.     Condition of Vessel

       (a) The Owners undertake that at the date of delivery under this Charter
       Party the Vessel shall be of the description and classification as
       specified in ANNEX "A", attached hereto, and undertake to so maintain the
       Vessel during the period of service under this Charter Party.

       (b) The Owners shall before and at the date of delivery of the Vessel and
       throughout the Charter Period exercise due diligence to make and maintain
       the Vessel tight, staunch, strong in good order and condition and,
       without prejudice to the generality of the foregoing, in every way fit to
       operate effectively at all times for the services as stated in Clause 5.

4.     Survey

       The Owners and the Charterers shall jointly appoint an independent
       surveyor for the purpose of determining and agreeing in writing the
       condition of the Vessel, any anchor handling and towing equipment
       specified in Section 5 of ANNEX "A", and the quality and quantity of
       fuel, lubricants and water at the time of delivery and redelivery
       hereunder. The Owners end the Charterers shall jointly share the time and
       expense of such surveys.

5.     Employment and Area of Operation

       (a) The Vessel shall be employed in offshore activities which are lawful
       in accordance with the law of the place of the Vessel's flag and/or
       registration and of the place of operation. Such activities shall be
       restricted to the service(s) as stated in Box 18, and to voyages between
       any good and safe port or place and any place or offshore unit where the
       Vessel can safely lie always afloat within the Area of Operation as
       stated in Box 17 which shall always be within Institute Warranty Limits
       and which shall in no circumstances be exceeded without prior agreement
       and adjustment of the Hire and in accordance with such other terms as
       appropriate to be agreed; provided always that the Charterers do not
       warrant the safety of any such port or place or offshore unit but shall
       exercise due diligence in issuing their orders to the Vessel as if the
       Vessel were their own property and having regard to her capabilities and
       the nature of her employment. Unless otherwise agreed, the Vessel shall
       not be employed as a diving platform.

       (b) Relevant permission and licences from responsible authorities for the
       Vessel to enter, work in and leave the Area of Operation shall be
       obtained by the Charterers and the Owners shall assist, if necessary, in
       every way possible to secure such permission and licenses.

       (c) The Vessel's Space. -- The whole reach and burden and decks of the
       Vessel shall throughout the Charter Period be at the Charterers' disposal
       reserving proper and sufficient space for the Vessel's Master, Officers,
       Crew, tackle, apparel, furniture, provisions and stores. The Charterers
       shall be entitled to carry, so far as space is available and for their
       purposes in connection with their operations:

       (i)    Persons other than crew members, other than fare paying, and for
              such purposes to make use of the Vessels available accommodation
              not being used on the voyage by the Vessel's Crew. The Owners
              shall provide suitable provisions and requisites for such persons
              for which the Charterers shall pay at the rate as stated in Box 26
              per meal and at the rate as stated in Box 27 per day for the
              provision of bedding and services for persons using berth
              accommodation.

       (ii)   Lawful cargo whether carried on or under deck.

       (iii)  Explosives and dangerous cargo, whether in bulk or packaged,
              provided proper notification has been given and such cargo is
              marked and packed in accordance with the national regulations of
              the Vessel and/or the International Maritime Dangerous Goods Code
              and/or other pertinent regulations. Failing such proper
              notification, marking or packing the Charterers shall indemnify
              the Owners in respect of any loss, damage or liability whatsoever
              and howsoever arising therefrom. The Charterers accept
              responsibility for any additional expenses (including
              reinstatement expenses) incurred by the Owners in relation to the
              carriage of explosives and dangerous cargo.

       (iv)   Hazardous and noxious substances subject to Clause 12(g), proper
              notification and any pertinent regulations.

6.     Master and Crew

       (a) (i) The Master shall carry out his duties promptly and the Vessel
       shall render all reasonable services within her capabilities by day and
       by night and at such times and on such schedules as the Charterers may
       reasonably require without any obligations of the Charterers to pay to
       the Owners or the Master, Officers or the Crew of the Vessel any excess
       or overtime payments. The Charterers shall furnish the Master with all
       instructions and sailing directions and the Master and Engineer shall
       keep full and correct logs accessible to the Charterers or their agents.

       (ii) The Master shall sign cargo documents as and in the form presented,
       the same, however, not to be Bills of Lading, but receipts which shall be
       non-negotiable documents and shall be marked as such. The Charterers
       shall indemnify the Owners against all consequences and liabilities
       arising from the Master, Officers or agents signing, under the direction
       of the Charterers, those cargo documents or other documents inconsistent
       with this Charter Party or from any irregularity in the papers supplied
       by the Charterers or their agents. 

       (b) The Vessel's Crew if required by Charterers will connect and
       disconnect electric cables, fuel, water and pneumatic hoses when placed
       on board the Vessel in port as well as alongside the offshore units; will
       operate the machinery on board the Vessel for loading and unloading
       cargoes; and will hook and unhook cargo on board the Vessel when loading
       or discharging alongside offshore units. If the port regulations or the
       seamen and/or labour unions do not permit the Crew of the Vessel to carry
       out any of this work, then the Charterers shall make, at their own
       expense, whatever other arrangements may be necessary, always under the
       direction of the Master.

       (c) if the Charterers have reason to be dissatisfied with the conduct of
       the Master or any Officer or member of the Crew, the Owners on receiving
       particulars of the complaint shall promptly investigate the matter and if
       the complaint proves to be well founded, the Owners shall as soon as
       reasonably possible make appropriate changes in the appointment

       (d) The entire operation, navigation, and management of the Vessel shall
       be in the exclusive control and command of the Owners, their Master,
       Officers and Crew. The Vessel will be operated and the services hereunder
       will be rendered as requested by the Charterers, subject always to the
       exclusive right of the Owners or the Master of the Vessel to determine
       whether operation of the Vessel may be safely undertaken. In the
       performance of the Charter Party, the Owners are deemed to be an
       independent contractor, the Charterers being concerned only with the
       results of the services performed.

7.     Owners to Provide

       (a) The Owners shall provide and pay for all provisions, wages and all
       other expenses of the Master, Officers and Crew; all maintenance and
       repair of the Vessel's hull, machinery and equipment as specified in
       ANNEX "A"; also, except as otherwise provided in this Charter Party, for
       all insurance on the Vessel, all dues and charges directly related to the
       Vessel's flag and/or registration, all deck, cabin and engineroom stores,
       cordage required for ordinary ship's purposes mooring alongside in
       harbour, and all fumigation expenses and de-ratisation certificates. The
       Owners' obligations under this Clause extend to cover all liabilities for
       consular charges appertaining to the Master, Officers and Crew, customs
       or import duties arising at any time during the performance of this
       Charter Party in relation to the personal effects of the Master, Officers
       and Crew, and in relation to the stores, provisions and other matters as
       aforesaid which the Owners are to provide and/or pay for and the Owners
       shall refund to the Charterers any sums they or their agents may have
       paid or been compelled to pay in respect of such liability.

       (b) On delivery the Vessel shall be equipped, if appropriate, at the
       Owners' expense with any towing and anchor handling equipment specified
       in Section 5(b) of ANNEX "A". If during the Charter Period any such
       equipment becomes lost, damaged or unserviceable, other than as a result
       of the Owners' negligence, the Charterers shall either provide, or direct
       the Owners to provide, an equivalent replacement at the Charterers'
       expense.

8.     Charterers to Provide

       (a) While the Vessel is on hire the Charterers shall provide and pay for
       all port charges, pilotage and boatmen and canal steersmen (whether
       compulsory or not), launch hire (unless incurred in connection with the
       Owners' business), light dues, tug assistance, canal, dock, harbour,
       tonnage and other dues and charges, agencies and commissions incurred on
       the Charterers' business, costs for security or other watchmen, and of
       quarantine (if occasioned by the nature of the cargo carried or the ports
       visited whilst employed under this Charter Party but not otherwise).

       (b) At all times the Charterers shall provide and pay for the loading and
       unloading of cargoes so far as not done by the Vessel's crew, all
       necessary dunnage, uprights and shoring equipment for securing deck
       cargo, all cordage except as to be provided by the Owners, all ropes,
       slings and special runners (including bulk cargo discharge hoses)
       actually used for loading and discharging, inert gas required for the
       protection of cargo, and electrodes used for offshore works, and shall
       reimburse the Owners for the actual cost of replacement of special
       mooring lines to offshore units, wires, nylon spring lines etc. used for
       offshore works, all hose connections and adaptors, and further, shall
       refill oxygen/acetylene bottles used for offshore works.

       (c) The Charterers shall pay for Customs duties, all permits, import
       duties
<PAGE>   4

                                    PART II
    "SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels

       (including costs involved in establishing temporary or permanent
       importation bonds), and clearance expenses, both for the Vessel and/or
       equipment, required for or arising out of this Charter Party.

9.     Bunkers

       Unless otherwise agreed, the Vessel shall be delivered with bunkers and
       lubricants as on board and redelivered with sufficient bunkers to reach
       the next bunkering stage en route to her next port of call.

10.    Hire and Payments

       (a) Hire -- The Charterers shall pay Lumpsum Hire for the Vessel at the
       rate stated in Box 19 from the time that the Vessel is delivered to the
       Charterers until the expiration or earlier termination of this Charter
       Party.

       (b) Extension Hire. -- If the option to extend the Charter Period under
       Clause 1(b) is exercised, Hire for such extension shall, unless stated in
       Box 20, be mutually agreed between the Owners and the Charterers.

       (c) Adjustment of Hire. -- The rate of hire shall be adjusted to reflect
       documented changes, after the date of entering into the Charter Party or
       the date of commencement of employment, whichever is earlier, in the
       Owners' costs arising from changes in the Charterers' requirements or
       regulations governing the Vessel and/or its Crew or this Charter Party.

       (d) Invoicing. -- All invoices shall be issued in the contract currency
       stated in Box 19. In respect of reimbursable expenses incurred in
       currencies other than the contract currency, the rate of exchange into
       the contract currency shall be that quoted by the Central Bank of the
       country of such other currency as at the date of the Owners' invoice.
       Invoices covering Hire and any other payments due shall be issued monthly
       as stated in Box 21(i) or at the expiration or earlier termination of
       this Charter Party. Notwithstanding the foregoing, bunkers and
       lubricants on board at delivery shall be invoiced at the time of
       delivery.

       (e) Payments. -- Payments of Hire and disbursements for the Charterers' 
       account shall be received within the number of days stated in Box 23 from
       the date of receipt of the invoice. Payment shall be made in the contract
       currency in full without discount to the account stated in Box 22.
       However any advances for disbursements made on behalf of and approved by
       the Owners may be deducted from Hire due. 

       If payment is not received by the Owners within 5 banking days following
       the due date the Owners are entitled to charge interest at the rate
       stated in Box 24 on the amount outstanding from and including the due
       date until payment is received.

       Where an invoice is disputed, the Charterers shall in any event pay the
       undisputed portion of the invoice but shall be entitled to withold
       payment of the disputed portion provided that such portion is reasonably
       disputed and the Charterers specify such reason. Interest will be
       chargeable at the rate stated in Box 24 on such disputed amounts where
       resolved in favour of the Owners. Should the Owners prove the validity of
       the disputed portion of the invoice, balance payment shall be received by
       the Owners within 5 banking days after the dispute is resolved. Should
       the Charterers' claim be valid, a corrected invoice shall be issued by
       the Owners.

       In default of payment as herein specified, the Owners may require the
       Charterers to make payment of the amount due within 5 banking days of
       receipt of notification from the Owners; failing which the Owners shall
       have the right to withdraw the Vessel without prejudice to any claim the
       Owners may have against the Charterers under this Charter Party.

       While payment remains due the Owners shall be entitled to suspend the
       performance of any and all of their obligations hereunder and shall have
       no responsibility whatsoever for any consequences thereof, in respect of
       which the Charterers hereby indemnify the Owners, and Hire shall continue
       to accrue and any extra expenses resulting from such suspension shall be
       for the Charterers' account.

       11.    Suspension of Hire

       (a) If as a result of any deficiency of Crew or of the Owners' stores,
       strike of Master, Officers and Crew, breakdown of machinery, damage to
       hull or other accidents to the Vessel, the Vessel is prevented from
       working, no Hire shall be Payable in respect of any time lost and any
       Hire paid in advance shall be adjusted accordingly provided always
       however that Hire shall not cease in the event of the Vessel being
       prevented from working as aforesaid as a result of:

       (i)    the carriage of cargo as noted in Clause 5(c)(iii) and (iv);

       (ii)   quarantine or risk of quarantine unless caused by the Master,
              Officers or Crew having communication with the shore at any
              infected area not in connection with the employment of the Vessel
              without the consent or the instructions of the Charterers;

       (iii)  deviation from her Charter Party duties or exposure to abnormal
              risks at the request of the Charterers;

       (iv)   detention in consequence of being driven into port or to anchorage
              through stress of weather or trading to shallow harbours or to
              river or ports with bars or suffering an accident to her cargo,
              when the expenses resulting from such detention shall be for the
              Charterers' account howsoever incurred;

       (v)    detention or damage by ice;

       (vi)   any act or omission of the Charterers, their servants or agents.

       (b) Liability for Vessel not Working. -- The Owners' liability for any
       loss, damage or delay sustained by the Charterers as a result of the
       Vessel being prevented from working by any cause whatsoever shall be
       limited to suspension of hire.

       12.    Liabilities and Indemnities

       (a) Owners. -- Notwithstanding anything else contained in this Charter
       Party excepting Clauses 5(c)(iii), 7(b), 8(b), 12(g), 15(c) and 21, the
       Charterers shall not be responsible for loss of or damage to the property
       of the Owners or of their contractors and sub-contractors, including the
       Vessel, or for personal injury or death of the employees of the Owners or
       of their contractors and sub-contractors, arising out of or in any way
       connected with the performance of this Charter Party, even if such loss,
       damage, injury or death is caused wholly or partially by the act,
       neglect, or default of the Charterers, their employees, contractors or
       sub-contractors, and even if such loss, damage, injury or death is caused
       wholly or partially by unseaworthiness of any vessel; and the Owners
       shall indemnify, protect, defend and hold harmless the Charterers from
       any and against all claims, costs, expenses, actions, proceedings, suits,
       demands and liabilities whatsoever arising out of or in connection with
       such loss, damage, personal injury or death.

       (b) Charterers. -- Notwithstanding anything else contained in this
       Charter Party excepting Clause 21, the Owners shall not be responsible
       for loss of, damage to, or any liability arising out of anything towed by
       the Vessel, any cargo laden upon or carried by the Vessel or her tow, the
       property of the Charterers or of their contractors and sub-contractors,
       including their offshore units, or for personal injury or death of the
       employees of the Charterers or of their contractors and sub-contractors
       (other than the Owners and their contractors and sub-contractors) or of
       anyone on board anything towed by the Vessel, arising out of or in any
       way connected with the performance of this Charter Party, even if such
       loss, damage, liability, injury or death is caused wholly or partially by
       the act, neglect or default of the Owners, their employees, contractors
       or sub-contractors, and even if such loss, damage, liability, injury or
       death is caused wholly or partially by the unseaworthiness of any vessel;
       and the Charterers shall indemnify, protect, defend and hold harmless the
       Owners from any and against all claims, costs, expenses, actions,
       proceedings, suits, demands, and liabilities whatsoever arising out of or
       in connection with such loss, damage, liability, personal injury or
       death.

       (c) Consequential Damages. -- Neither party shall be liable to the other
       for, and each party hereby agrees to protect, defend and indemnify the
       other against, any consequential damages whatsoever arising out of or in
       connection with the performance or non-performance of this Charter Party,
       including, but not limited to, loss of use, loss of profits, shut-in or
       loss of production and cost of insurance.

       (d) Limitations. -- Nothing contained in this Charter Party shall be
       construed or held to deprive the Owners or the Charterers, as against any
       person or party, including as against each other, of any right to claim
       limitation of liability provided by any applicable law, statute or
       convention, save that nothing in this Charter Party shall create any
       right to limit liability. Where the Owners or the Charterers may seek an
       indemnity under the provisions of this Charter Party or against each
       other in respect of a claim brought by a third party, the Owners or the
       Charterers shall seek to limit their liability against such third party.

       (e) Himalaya Clause. -- (i) All exceptions, exemptions, defences,
       immunities, limitations of liability, indemnities, privileges and
       conditions granted or provided by this Charter Party or by any applicable
       statute, rule or regulation for the benefit of the Charterers shall also
       apply to and be for the benefit of the Charterers' parent, affiliated,
       related and subsidiary companies; the Charterers' contractors,
       sub-contractors, clients, joint venturers and joint interest owners
       (always with respect to the job or project on which the Vessel is
       employed); their respective employees end their respective underwriters.

       (ii) All exceptions, exemptions, defences, immunities, limitations of
       liability, indemnities, privileges and conditions granted or provided by
       this Charter Party or by any applicable statute, rule or regulation for
       the benefit of the Owners shall also apply to and be for the benefit of
       the Owners' parent, affiliated, related and subsidiary companies, the
       Owners' sub-contractors, the Vessel, its Master, Officers and Crew, its
       registered owner, its operator, its demise charterer(s), their respective
       employees and their respective underwriters.

       (iii) The Owners or the Charterers shall be deemed to be acting as agent
       or trustee of and for the benefit of all such persons and parties set
       forth above, but only for the limited purpose of contracting for the
       extension of such benefits to such persons and parties.

       (f) Mutual Waiver of Recourse (Optional, only applicable if stated in Box
       28, but regardless of whether this option is exercised the other
       provisions of Clause 12 shall apply and shall be paramount)

       In order to avoid disputes regarding liability for personal injury or
       death of employees or for loss of or damage to property, the Owners and
       the Charterers have entered into, or by this Charter Party agree to enter
       into, an Agreement for Mutual Indemnity and Waiver of Recourse (in a form
       substantially similar to that specified in ANNEX "C") between the Owners,
       the Charterers and the various contractors and sub-contractors of the
       Charterers.

       (g) Hazardous and Noxious Substances. -- Notwithstanding any other
       provision of this Charter Party to the contrary, the Charterers shall
       always be responsible for any losses, damages or liabilities suffered by
       the Owners, their employees, contractors or sub-contractors, by the
       Charterers, or by third parties, with respect to the Vessel or other
       property, personal injury or death, pollution or otherwise, which losses,
       damages or liabilities are caused, directly or indirectly, as a result of
       the Vessel's carriage of any hazardous and noxious substances in whatever
       form as ordered by the Charterers, and the Charterers shall defend,
       indemnify the Owners and hold the Owners harmless for any expense, loss
       or liability whatsoever or howsoever arising with respect to the carriage
       of hazardous or noxious substances. 
<PAGE>   5

                                    PART II
    "SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels

13.    Pollution

       (a) Except as otherwise provided for in Clause 15(c)(iii), the Owners
       shall be liable for, and agree to indemnify, defend and hold harmless the
       Charterers against, all claims, costs, expenses, actions, proceedings,
       suits, demands and liabilities whatsoever arising out of actual or
       potential pollution damage and the cost of cleanup or control thereof
       arising from acts or omissions of the Owners or their personnel which
       cause or allow discharge, spills or leaks from the Vessel, except as may
       emanate from cargo thereon or therein.

       (b) The Charterers shall be liable for and agree to indemnify, defend and
       hold harmless the Owners from all claims, costs, expenses, actions,
       proceedings, suits, demands, liabilities, loss or damage whatsoever
       arising out of or resulting from any other actual or potential pollution
       damage, even where caused wholly or partially by the act, neglect or
       default of the Owners, their employees, contractors or sub-contractors or
       by the unseaworthiness of the Vessel.

14.    Insurance

       (a)(i) The Owners shall procure and maintain in effect for the duration
       of this Charter Party, with reputable insurers, the insurances set forth
       in ANNEX "B". Policy limits shall not be less than those indicated.
       Reasonable deductibles are acceptable and shall be for the account of the
       Owners.

       (ii) The Charterers shall upon request be named as co-insured. The Owners
       shall upon request cause insurers to waive subrogation rights against the
       Charterers (as encompassed in Clause 12(e)(i)). Co-insurance and/or
       waivers of subrogation shall be given only insofar as these relate to
       liabilities which are properly the responsibility of the Owners under the
       terms of this Charter Party.

       (b) The Owners shall upon request furnish the Charterers with
       certificates of insurance which provide sufficient information to verify
       that the Owners have complied with the insurance requirements of this
       Charter Party.

       (c) If the Owners fail to comply with the aforesaid insurance
       requirements, the Charterers may, without prejudice to any other rights
       or remedies under this Charter Party, purchase similar coverage and
       deduct the cost thereof from any payment due to the Owners under this
       Charter Party.

15.    Saving of Life and Salvage

       (a) The Vessel shall be permitted to deviate for the purpose of saving
       life at sea without prior approval of or notice to the Charterers and
       without loss of Hire provided however that notice of such deviation is
       given as soon as possible.

       (b) Subject to the Charterers' consent, which shall not be unreasonably
       withheld, the Vessel shall be at liberty to undertake attempts at
       salvage, it being understood that the Vessel shall be off hire from the
       time she leaves port or commences to deviate and she shall remain
       off-hire until she is again in every way ready to resume the Charterers'
       service at a position which is not less favourable to the Charterers than
       the position at the time of leaving port or deviating for the salvage
       services.

       All salvage monies earned by the Vessel shall be divided equally between
       the Owners and the Charterers, after deducting the Master's, Officers'
       and Crew's share, legal expenses, value of fuel and lubricants consumed,
       Hire of the Vessel lost by the Owners during the salvage, repairs to
       damage sustained, if any, and any other extraordinary loss or expense
       sustained as a result of the salvage.

       The Charterers shall be bound by all measures taken by the Owners in
       order to secure payment of salvage and to fix its amount.

       (c) The Owners shall waive their right to claim any award for salvage
       performed on property owned by or contracted to the Charterers, always
       provided such property was the object of the operation the Vessel was
       chartered for, and the Vessel shall remain on hire when rendering salvage
       services to such property. This waiver is without prejudice to any right
       the Vessel's Master, Officers and Crew may have under any title.

       If the Owners render assistance to such property in distress on the basis
       of "no claim for salvage", then, notwithstanding any other provisions
       contained in this Charter Party and even in the event of neglect or
       default of the Owners, Master, Officers or Crew:

       (i)    The Charterers shall be responsible for and shall indemnify the
              Owners against payments made, under any legal rights, to the
              Master, Officers and Crew in relation to such assistance.

       (ii)   The Charterers shall be responsible for and shall reimburse the
              Owners for any loss or damage sustained by the Vessel or her
              equipment by reason of giving such assistance and shall also pay
              the Owners' additional expenses thereby incurred.

       (iii)  The Charterers shall be responsible for any actual or potential
              spill, seepage and/or emission of any pollutant howsoever caused
              occurring within the offshore site and any pollution resulting
              therefrom, wheresoever it may occur and including but not limited
              to the cost of such measures as are reasonably necessary to
              prevent or mitigate pollution damage, and the Charterers shall
              indemnity the Owners against any liability, cost or expense
              arising by reason of such actual or potential spill, seepage
              and/or emission.

       (iv)   The Vessel shall not be off-hire as a consequence of giving such
              assistance, or effecting repairs under sub-paragraph (ii) of this
              sub-clause, and time taken for such repairs shall not count
              against time granted under Clause 11(c).

       (v)    The Charterers shall indemnify the Owners against any liability,
              cost and/or expense whatsoever in respect of any loss of life,
              injury, damage or other loss to person or property howsoever
              arising from such assistance.

16.    Lien

       The Owners shall have a lien upon all cargoes for all claims against the
       Charterers under this Charter Party and the Charterers shall have a lien
       on the Vessel for all monies paid in advance and not earned. The
       Charterers will not suffer, nor permit to be continued, any lien or
       encumbrance incurred by them or their agents, which might have priority
       over the title and interest of the Owners in the Vessel. Except as
       provided in Clause 12, the Charterers shall indemnify and hold the Owners
       harmless against any lien of whatsoever nature arising upon the Vessel
       during the Charter Period while she is under the control of the
       Charterers, and against any claims against the Owners arising out of the
       operation of the Vessel by the Charterers or out of any neglect of the
       Charterers in relation to the Vessel or the operation thereof. Should the
       Vessel be arrested by reason of claims or liens arising out of her
       operation hereunder, unless brought about by the act or neglect of the
       Owners, the Charterers shall at their own expense take all reasonable
       steps to secure that within a reasonable time the Vessel is released and
       at their own expense put up bail to secure release of the Vessel.

17.    Sublet and Assignment

18.    Substitute Vessel

       The Owners shall be entitled at any time, whether before delivery or at
       any other time during the Charter Period, to provide a substitute vessel,
       subject to the Charterers' prior approval which shall not be unreasonably
       withheld.

19.    War

       (a) Unless the consent of the Owners be first obtained, the Vessel shall
       not be ordered nor continue to any port or place or on any voyage nor be
       used on any service which will bring the Vessel within a zone which is
       dangerous as a result of any actual or threatened act of war, war,
       hostilities, warlike operations, acts of piracy or of hostility or
       malicious damage against this or any other vessel or its cargo by any
       person, body or state whatsoever, revolution, civil war, civil commotion
       or the operation of international law, nor be exposed in any way to any
       risks or penalties whatsoever consequent upon the imposition of
       sanctions, nor carry any goods that may in any way expose her to any
       risks of seizure, capture, penalties or any other interference of any
       kind whatsoever by the belligerent or fighting powers or parties or by
       any government or rulers.

       (b) Should the Vessel approach or be brought or ordered within such zone,
       or be exposed in any way to the said risks, (i) the Owners shall be
       entitled from time to time to insure their interest in the Vessel for
       such terms as they deem fit up to its open market value and also in the
       Hire against any of the risks likely to be involved thereby, and the
       Charterers shall make a refund on demand of any additional premium
       thereby incurred, and (ii) notwithstanding the terms of Clause 11 Hire
       shall be payable for all time lost including any loss owing to loss of or
       injury to the Master, Officers, Crew or passengers or to refusal by any
       of them to proceed to such zone or to be exposed to such risks.

       (c) In the event of additional insurance premiums being incurred or the
       wages of the Master and/or Officers and/or Crew and/or the cost of
       provisions and/or stores for deck and/or engine room being increased by
       reason of or during the existence of any of the matters mentioned in
       sub-clause (a) the amount of any additional premium and/or increase shall
       be added to the Hire, and paid by the Charterers on production of the
       Owners' account therefor, such account being rendered monthly.

       (d) The Vessel shall have liberty to comply with any orders or directions
       as to departure, arrival, routes, ports of call, stoppages, destination,
       delivery or in any other way whatsoever given by the government of the
       nation under whose flag the Vessel sails or any other government or any
       person (or body) acting or purporting to act with the authority of such
       government or by any committee or person having under the terms of the
       war risks insurance on the Vessel the right to give any such orders or
       directions.

       (e) In the event of the outbreak of war (whether there be a declaration
       of war or not) between any of the countries stated in Box 30 or in the
       event of the nation under whose flag the Vessel sails becoming involved
       in war (whether there be a declaration of war or not) either the Owners
       or the Charterers may terminate this Charter Party, whereupon the
       Charterers shall redeliver the Vessel to the Owners in accordance with
       PART I if it has cargo on board after discharge thereof at destination
       or, if debarred under this Clause from reaching or entering it, at a near
       open and safe port or place as directed by the Owners, or if the Vessel
       has no cargo on board, at the port or place at which it then is or if at
       sea at a near, open and safe port or place as directed by the Owners. In
       all cases Hire shall continue to be paid and, except as aforesaid, all
       other provisions of this Charter Party shall apply until redelivery.

       (f) If in compliance with the provisions of this Clause anything is done
       or is not done, such shall not be deemed a deviation.

       The Charterers shall procure that all Bills of Lading (if any) issued
       under this Charter Party shall contain the stipulations contained in
       sub-clauses (a), (d) and (f) of this Clause.

20.    Excluded Ports

       (a) The Vessel shall not be ordered to nor bound to enter without the
       Owners' written permission (a) any place where fever or epidemics are
       prevalent or to which the Master, Officers and Crew by law are not bound
       to follow the Vessel; (b) any ice-bound place or any place where lights,
       lightships, marks and buoys are or are likely to be withdrawn by reason
       of ice on the Vessel's arrival or where there is risk that ordinarily the
       Vessel will not be able on account of ice to reach the place or to get
       out after having completed her operations. The Vessel shall not be
       obliged to force ice nor to follow an icebreaker. If, on account of ice,
       the Master considers it dangerous to remain at the loading or discharging
       place for fear of the Vessel being frozen in and/or damaged, he has
       liberty to sail to a convenient open place and await the Charterers'
       fresh instructions.

       (b) Should the Vessel approach or be brought or ordered within such
       place, or be exposed in any way to the said risks, the Owners shall be
       entitled from time to time to insure their interests in the Vessel and/or
       Hire against any of the risks likely to be involved thereby on such terms
       as they shall think fit, the Charterers to make a refund to the Owners of
       the premium on demand.
<PAGE>   6

                                    PART II
    "SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels

       Notwithstanding the terms of Clause 11 Hire shall be paid for all time
       lost including any lost owing to loss of or sickness or injury to the
       Master, Officers, Crew or passengers or to the action of the Crew in
       refusing to proceed to such place or to be exposed to such risks.

21.    General Average and New Jason Clause

       General Average shall be adjusted and settled in London unless otherwise
       stated in Box 31, according to York/Antwerp Rules, 1974, as may be
       amended. Hire shall not contribute to General Average. Should adjustment
       be made in accordance with the law and practice of the United States of
       America, the following provision shall apply:

       "In the event of accident, danger, damage or disaster before or after the
       commencement of the voyage, resulting from any cause whatsoever, whether
       due to negligence or not, for which, or for the consequence of which, the
       Owners are not responsible, by statute, contract or otherwise, the cargo,
       shippers, consignees or owners of the cargo shall contribute with the
       Owners in General Average to the payment of any sacrifices, loss or
       expenses of a General Average nature that may be made or incurred and
       shall pay salvage and special charges incurred in respect of the cargo.

       If a salving vessel is owned or operated by the Owners, salvage shall be
       paid for as fully as if the said salving vessel or vessels belonged to
       strangers. Such deposit as the Owners, or their agents, may deem
       sufficient to cover the estimated contribution of the cargo and any
       salvage and special charges thereon shall, if required, be made by the
       cargo, shippers, consignees or owners of the cargo to the Owners before
       delivery".

22.    Both-to-Blame Collision Clause

       If the Vessel comes into collision with another ship as a result of the
       negligence of the other ship and any act, neglect or default of the
       Master, mariner, pilot or the servants of the Owners in the navigation or
       the management of the Vessel, the Charterers will indemnify the Owners
       against all loss or liability to the other or non-carrying ship or her
       owners insofar as such loss or liability represent loss of or damage to,
       or any claim whatsoever of the owners of any goods carried under this
       Charter Party paid or payable by the other or non-carrying ship or her
       owners to the owners of the said goods and set-off, recouped or recovered
       by the other or non-carrying ship or her owners as part of their claim
       against the Vessel or the Owners, The foregoing provisions shall also
       apply where the owners, operators or those in charge of any ship or ships
       or objects other than or in addition to the colliding ships or objects
       are at fault in respect of a collision or contact.

23.    Structural Alterations and Additional Equipment

       The Charterers shall have the option of, at their expense, making
       structural alterations to the Vessel or installing additional equipment
       with the written consent of the Owners which shall not be unreasonably
       withheld but unless otherwise agreed the Vessel is to be redelivered
       reinstated, at the Charterers' expense, to her original condition. The
       Vessel is to remain on hire during any period of these alterations or
       reinstatement. The Charterers, unless otherwise agreed, shall be
       responsible for repair and maintenance of any such alteration or
       additional equipment.

24.    Health and Safety

       The Owners shall comply with and adhere to all applicable international,
       national and local regulations pertaining to health and safety, and such
       Charterers' instructions as may be appended hereto.

25.    Taxes

       Each party shall pay taxes due on its own profit, income and personnel.
       The Charterers shall pay all other taxes and dues arising out of the
       operation or use of the Vessel during the Charter Period.

       In the event of change in the Area of Operation or change in local
       regulation and/or interpretation thereof, resulting in an unavoidable and
       documented change of the Owners' tax liability after the date of entering
       into the Charter Party or the date of commencement of employment,
       whichever is the earlier, Hire shall be adjusted accordingly.

26.    Early Termination

       (a) For Charterers' Convenience. -- The Charterers may terminate this
       Charter Party at any time by giving the Owners written notice as stated
       in Box 15 and by paying the settlement stated in Box 14 and the
       demobilisation charge stated in Box 16, as well as Hire or other payments
       due under the Charter Party.

       (b) For Cause. -- If either party becomes informed of the occurrence of
       any event described in this Clause that party shall so notify the other
       party promptly in writing and in any case within 3 days after such
       information is received. If the occurrence has not ceased within 3 days
       after such notification has been given, this Charter Party may be
       terminated by either party, without prejudice to any other rights which
       either party may have, under any of the following circumstances:

       (i)    Requisition. -- If the government of the state of registry and/or
              the flag of the Vessel, or any agency thereof, requisitions for
              hire or title or otherwise takes possession of the Vessel during
              the Charter Period.

       (ii)   Confiscation -- If any government, individual or group, whether or
              not purporting to act as a government or on behalf of any
              government, confiscates, requisitions, expropriates, seizes or
              otherwise takes possession of the Vessel during the Charter
              Period.

       (iii)  Bankruptcy -- In the event of an order being made or resolution
              passed for the winding up, dissolution, liquidation or bankruptcy
              of either party (otherwise than for the purpose of reconstruction
              or amalgamation) or if a receiver is appointed or if it suspends
              payment or ceases to carry on business.

       (iv)   Loss of Vessel. -- If the Vessel is lost, actually or
              constructively, or missing, unless the Owners provide a substitute
              vessel pursuant to Clause 18. In the case of termination, Hire
              shall cease from the date the Vessel was lost or, in the event of
              a constructive total loss, from the date of the event giving rise
              to such loss. If the date of loss cannot be ascertained or the
              Vessel is missing, payment of Hire shall cease from the date the
              Vessel was last reported.

       (v)    Breakdown. -- If, at any time during the term of this Charter
              Party, a breakdown of the Owners' equipment or Vessel results in
              the Owners' being unable to perform their obligations hereunder
              for a period exceeding that stated in Box 32, unless the Owners
              provide a substitute Vessel pursuant to Clause 18.

       (vi)   Force Majeure -- If a force majeure condition as defined in Clause
              27 prevails for a period exceeding 15 consecutive days.

       (vii)  Default. -- If either party is in repudiatory breach of its
              obligations hereunder.

       Termination as a result of any of the above mentioned causes shall not
       relieve the Charterers of any obligation for Hire and any other payments
       due.

27.    Force Majeure

       Neither the Owners nor the Charterers shall be liable for any loss,
       damages or delay or failure in performance hereunder resulting from any
       force majeure event, including but not limited to acts of God, fire,
       action of the elements, epidemics, war (declared or undeclared), warlike
       actions, insurrection. revolution or civil strife, piracy, civil war or
       hostile action, strikes or differences with workmen (except for disputes
       relating solely to the Owners' or the Charterers' employees), acts of the
       public enemy, federal or state laws, rules and regulations of any
       governmental authorities having or asserting jurisdiction in the premises
       or of any other group, organisation or informal association (whether or
       not formally recognised as a government), and any other cause beyond the
       reasonable control of either party which makes continuance of operations
       impossible.

28.    Notices and Invoices

       Notices and Invoices required to be given under this Charter Party shall
       be given in writing to the addresses stated in Boxes 21, 35 and 36 as
       appropriate.

29.    Wreck Removal

       If the Vessel sinks and becomes a wreck and an obstruction to navigation
       and has to be removed upon request by any compulsory law or authority
       having jurisdiction over the area where the wreck is placed, the Owners
       shall be liable for any and all expenses in connection with the raising,
       removal, destruction, lighting or marking of the wreck.

30.    Confidentiality

       All information or data obtained by the Owners in the performance of this
       Charter Party is the property of the Charterers, is confidential and
       shall not be disclosed without the prior written consent of the
       Charterers. The Owners shall use their best efforts to ensure that the
       Owners, any of their sub-contractors, and employees and agents thereof
       shall not disclose any such information or data.

31.    Law and Arbitration

   *)  (a) This Charter Party shall be governed by English law and any dispute
       arising out of this Charter Party shall be referred to arbitration in
       London, one arbitrator being appointed by each party, in accordance with
       the Arbitration Acts 1950 and 1979 or any statutory modification or
       re-enactment thereof for the time being in force. On the receipt by one
       party of the nomination in writing of the other party's arbitrator, that
       party shall appoint their arbitrator within 14 days, failing which the
       arbitrator already appointed shall act as sole arbitrator. If two
       arbitrators properly appointed shall not agree they shall appoint an
       umpire whose decision shall be final.

   *)  (b) Should any dispute arise out of this Charter Party, the matter in
       dispute shall be referred to three persons at New York, one to be
       appointed by each of the parties hereto, and the third by the two so
       chosen; their decision or that of any two of them shall be final, and for
       purpose of enforcing any award, this agreement may be made a rule of the
       Court. The arbitrators shall be members of the Society of Maritime
       Arbitrators, Inc. of New York and the proceedings shall be conducted in
       accordance with the rules of the Society.

   *)  (c) Any dispute arising out of this Charter Party shall be referred to
       arbitration at the place stated in Box 33 subject to the law and
       procedures applicable there.

   *)  (d) If Box 33 in PART I is not filled in, sub-clause (a) of this Clause
       shall apply.

   *)  (a), (b) and (c) are alternatives; state alternative agreed in Box 33

32.    Entire Agreement

       This is the entire agreement of the parties, which supersedes all
       previous written or oral understandings and which may not be modified
       except by written amendment signed by both parties.

33.    Severability Clause

       If any portion of this Charter Party is held to be invalid or
       unenforceable for any reason by a court or governmental authority of
       competent jurisdiction, then such portion will be deemed to be stricken
       and the remainder of this Charter Party shall continue in full force and
       effect.

34.    Demise

       Nothing herein contained shall be construed as creating a demise of the
       Vessel to the Charterers.

35.    Definitions

       "Well" is defined for the purposes of this Charter Party as the time
       required to drill, test, complete and/or abandon a single borehole
       including any sidetrack thereof.

       "Offshore unit" is defined for the purposes of this Charter Party as any
       vessel, offshore installation, structure and/or mobile unit used in
       offshore exploration, construction, pipelaying or repair, exploitation or
       production.

       "Offshore site" is defined for the purposes of this Charter Party as the
       area within three nautical miles of an "offshore unit" from or to which
       the Owners are requested to take their Vessel by the Charterers.

       "Employees" is defined for the purposes of this Charter Party as
       employees, directors, officers, servants, agents or invitees.

36.    Headings

       The headings of this Charter Party are for identification only and shall
       not be deemed to be part hereof or be taken into consideration in the
       interpretation or construction of this Charter Party.
<PAGE>   7

                              PART II (Continued)
            Uniform Time Charter Party for Offshore Service Vessels
                    Additional clauses (Special provisions)

37.    Liabilities (In addition to clause 12)

       - It is clearly understood that Owners will act under the sole control,
supervision and entire responsibility of the Charterers or their duly authorized
representative or Project Manager.

       - Owners will not be held liable for any loss or damage caused to the
retrieved Big Piece or/and artefacts either during the process of recovery
or/and their storage on board.

       - Owners will not be held liable for the process of conditioning and
preserving any of the retrieved Big piece/artefacts on board of the Vessel

38.    Technical conditions and clarification about Vessel and ROV (In addition
       to Annex "A")

       - The vessel will be fully manned for 24H/24 service operation.

       - The ROV will be fully manned for a 12H/24 service operation including:

              1 Superintendent
              2 Technician/pilots electronic
              2 Technicians/pilots Mechanic-Hydraulic
              1 Technician for DGPS Positioning system

       - The vessel will further feature:

       o      Surface Navigation System DGPS with computer and interface with DP
              system DGPS.
       o      The necessary personnel and catering for a maximum of 14 Client's
              passengers.
       o      The necessary gear and equipment for the surface lifting of "Big
              Piece" in accordance Ifremer procedure, except for the large
              sheave and the special spooling device which are to be provided by
              Ifremer

       - The ROV will further feature:

       o      All necessary preparation on the vehicle for connection of plugs
              and cables provided by Ifremer
       o      All necessary inspection for Ifremer Safety Committee requirements
       o      Safety line on main umbilical with buoys to keep umbilical on
              surface in case of umbilical surface breaking
       o      ROV junction box preparation
       o      ROV connector preparation
       o      ROV cage telemetry can and winch J box
       o      Modulator and demodulator for video transmission 2 channels
       o      Multiplex and demultiplex for audio (1 channel full duplex)

       - Weather limitations

       For the ROV services and recovery

       o      Maximum wind 25 to 30 knots
       o      Maximum wave or swell height: 1.5 to 2.5 m
       o      Maximum current: 1 knot

       For the vessel during recovery of the Big Piece:

       o      Maximum wind: 15 to 20 knots
       o      Maximum waves or swell: 1 m

39.    Scope of work and services

       a) All preparation of the equipment (Vessel and ROV), including RMS
       Titanic's equipment will be performed in Bayonne (France)

       b) Vessel's scope of work:

       - Before departure from Bayonne:

       o      Preparation of all procedure in accordance with IFREMER's
              specifications for Big Piece recovery
       o      Coordination and clarification meeting for the assessment of the
              operation(s) and agreement of procedure
       o      Preparation of the vessel in Bayonne in accordance with procedure
       o      Fitting out IFREMER's sheave and testing "A" frame
       o      Supply of equipment in accordance with procedure

       - On Titanic wreck location

       o      Meals and lodging for passengers (Except extra drinks/snacks at
              Bar)
       o      Surface recovery of the Big Piece when buoys on surface, in
              accordance with procedure (Connecting towline, lifting, recovering
              and storing on deck)
       o      Support vessel for ROV operations
       o      Calling at Boston for Big Piece unloading (Call expenses for
              Charterers' account, Ship Agent to he appointed by Charterers
              minimum one week prior to the call, see clause 8)
<PAGE>   8

                               PART II (Continued)
            Uniform Time Charter Party for Offshore Service Vessels
                    Additional clauses (Special provisions)

       c) ROV "Abyssub"'s scope of work

       - Before departure from Bayonne:

       o      Preparation of all procedure in accordance with IFREMER's
              specifications for Big Piece recovery
       o      Preparation of all procedure in accordance with IFREMER's
              specifications for "Live Show" broadcasting
       o      Coordination and clarification meeting for the assessment of the
              operation(s) and agreement of procedure
       o      Preparation of the ROV in Bayonne in accordance with procedure
       o      Supply of equipment for transmission in accordance with procedure
       o      Refurbishment of the umbilical winch in accordance with IFREMER's
              requirement
       o      Inspection of the umbilical at full length

       - On Titanic wreck location

       o      ROV services based on 12/24 hours services

40.    Financial conditions (In addition to clause 10)

      a) Schedule of instalments:

      - USD 50 000.00 paid by Bank transfer the 11th of May 1998 for vessel/ROV
      reservation

      - 25 per cent of Lumpsum Charter paid by Bank transfer not later than 31st
      May 1998, less USD 50 000.00

      - 25 per cent of Lumpsum Charter paid by Bank transfer not later than 30th
      June 1998 

      - 25 per cent of Lumpsum Charter paid by Bank transfer prior to Vessel's 
      departure from Bayonne around 29th July

      - 25 per cent of Lumpsum Charter and 100 per cent of the extension hire
      (If any) and additional expenses paid by Bank transfer prior to unloading
      the Big Piece in Boston

      b) If Charterers or their Clients use the Vessel's communication set, all
      communication costs will be charged "ad cost" plus 10 per cent.

      c) Any snacks, drinks and refreshments ordered out of meal time are not
      included in the Lumpsum Hire and will be paid cash on board

      d) The maximum extension period is of 5 x 1 day at Charterer's option. In
      any event, the vessel will be redelivered at Boston (dropping outward
      pilot), not later than the 27th August 1998 at 15:00 LT. Failing this, the
      Owners would be entitled to claim for indemnities charged to Owners by the
      current Term Charterers (French Navy) for late delivery of the Vessel at
      Bayonne.

41.   Miscellaneous

      a) - Filming sequence clearance will be submitted to Master of the vessel
      every evening for the next day

      - Owners will have right to make use of Big Piece recovery pictures and
      of agreed selected pictures of the diving campaign for their own
      advertisement purpose, subject to the approval in writing of RMS Titanic,
      Inc. Owners, including crew, shall have no other rights to photography,
      film or videotape of the expedition.

      b) All logos and names appearing on the vessel and equipment will remain
      as they are and where they are

Part II of the C/P ends at clause No. 41 (b)


                           C/P LAI-TVO/RMS TITANIC98
<PAGE>   9

                                   ANNEX "A"

    "SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels

               C/P "LAI-TVO / RMS TITANIC98" Dated 25th May 1998
<PAGE>   10

                           [LETTERHEAD OF TRAVOCEAN]


                                  ABYSSUB 5000


1      GENERAL

              The Abyssub system combines the reliability of the most successful
              ROV design. (the Abyssub series of International Submarine
              Engineering) with the latest advancements in deep sea technology.
              The result is a compact, powerful, cage deployed work vehicle,
              capable of diving to an operating depth of 4000 meters (13120
              feet) The system is fully integrated on board vessel Abeille
              Supporter with station keeping capability and includes the
              following elements which make it a fully integrated unit:

              -      The Vehicle
              -      The subs deployment cage
              -      The electro optic cable on its Winch
              -      The heave compensated deployment frame and its power pack
              -      The control room with the surface consoles and power box
              -      The 20' workshop container

              As of January 1998, the Abyssub has logged over 400 Dives between
              13,000 and 30 feet

2      SYSTEM PERFORMANCES AND CAPABILITIES

       2.1    Capabilities

       The Abyssub can be geared up to perform any of the following tasks using
       either permanently installed accessories or optional tolls equipments:

              - Visual inspection

                     Colour video
                     Close up inspection
                     High sensivity video

              - Manipulative tasks

                     Dual arms manipulator
                     wire rope cutting
                     grinding / mechanical cutting
                     hydraulic connector operation
                     lift line attachment

              - Instrumented survey

                     Sonar inspection
                     Tracking

              - Special application

                     water jetting, light dredging / deburying
<PAGE>   11

       2.2    Performance

              - Maximum operating depth: 4000 m

                     Time required to deploy vehicle to 4000 m:       3h
                     Time required to recover vehicle to surface:     3h
                     Diving time: unlimited

              - Static thrust of vehicle:

                     Forward                    : 270 Kg
                     Lateral                    : 135 Kg
                     Vertical (Down)            : 64 Kg

              - Speed of Vehicle:

                     Forward                    : 2.4 Knots
                     Lateral                    : over 1 Knot
                     Vertical (Down)            : 1.1 Knots
                     Rotation                   : 38 Degrees / second

              - Ballast / Payload               : 80 Kg

3      SPECIFICATIONS

       3.1    Vehicle

       The vehicle itself is among the most powerful deep water ROV on the
       market; its main characteristics are:

              - Electro hydraulic power: 40 HP 
                (Fully redundant power system)
              - Dimensions        : 2083 mm long x 1714 mm high x 1219 mm wide
              - Weight in air     : 1682 Kg
              - Ballast           : 105 Kg of lead
              - Camera pan and tilt: 1 low light S.I.T ( Black and white)
                                  : 1 CCD colour video
              - Lights            : 6 x 250 Watt
              - One 7 functions manipulator    : maximum reach       : 1.4 m
                                               : lift at full reach  : 75 Kgs
                                               : wrist torque        : 1.35 m Kg
                                               : gripper force       : 110 Kg
              - One 5 functions manipulator    : maximum reach       : 1.3 m
                                               : lift at full reach  : 90 Kgs
                                               : torque at jaw       : 2.7 m
              - One search and navigation sonar Mesotech 971
              - Navigation  : Auto depth, auto heading
              - Structure   : Aluminium and Titanium

       3.2    Subsea Deployment Cage

       During ascent and descent, the vehicle is docked into a side entry cage.
       At operating depth, a powered drum feeds the tether out when the vehicle
       exits the cage. The cage has the following characteristics:

              - Weight in air      : 2500 kg
              - Hydraulic power    : 10 Hp
              - Camera             : One B&W video on pan and tilt unit
              - Lights             : 2 x 250 watts
              - Tether             : 130 m of Kevlar tether
              - Structure          : Aluminium and Titanium
              - Guiding and securing system
              - Tether length counter
              - Depth sensor
<PAGE>   12

       3.3    Main Lift Umbilical Cable

       A strong, armoured umbilical cable links the cage to the surface winch.
       All signals are transmitted on fibber optics whilst power is on high
       voltage electric conductors.

              - Length: 4500 m
              - External diameter   : 31 mm
              - Composition         : Electro-optic fiber core with steel 
                armouring
              - Minimum breaking strength  : 55,000 Kg
              - Weight in air       : 3.36 Kg / m
    
       3.4    Surface handling Frame

       The vehicle and cage are deployed from the vessel's deck over board by a
       hydraulically operated A frame:

              - Maximum height of frame  : 7.0 m
              - Horizontal out-reach     : 3.4 m
                (Cable line to base frame side)
              - Base frame dimensions    : 3.Om wide x 5.8m long
              - Powered by its own electro hydraulic power unit: variable flow,
                34 Hp
              - Weight                   : 14 T
              - Hydro pneumatic passive heave compensator: compensation range 
                of 4 m with adjustable stiffness

       3.5    Umbilical Winch

       The winch employed for the system is a electro hydraulically 
       powered.
       Characteristics of the winch are:

              - Overall dimension   : 4500 long x 3000 mm high x 2600 mm wide
              - Weight of the winch : 14000 Kg
              - Weight of the winch and cable : 28000 Kg
              - Power required:158 KW, 325 Amps, 440 V, 60 Hz, 3 phases
              - Pull and Speed      : 20 Tonnes at speed variable from 0 to 30 
                meters/minute
              - Cable monitoring features: Continuous load measurement, line 
                speed and line payout measurements with alarms setting.
              - Fail safe brakes
              - Storage capacity    : 6000 m of cable
              - High voltage transformer box fitted on the winch frame
              - Slip Ring
              - Winch Junction box
       
       3.6    Surface Controls
      
       The Abyssub vehicle is controlled from a dual surface console which
       gathers the navigation and manipulator joysticks and all operator
       switches and display panels.

       The control system is based on a microprocessor aided PCM telemetry with
       video display on the console of all systems parameters. 

       Videos from the various cameras can be channelled to any of the monitors 
       of the console and recorded.

       The self test mode incorporates many features which make it possible to
       conduct a full electronic survey of the submersible's operations. 
       Console dimensions (each) : 690mm deep x 1320 mm high x 560mm wide
       All surface electronics are integrated into a control room.
<PAGE>   13

       3.7    [illegible]

       The Abyssub is designed to be a versatile heavy work vehicle capable of
       operating a wide range of standard hydraulic tools. 

       A hydraulic intensifier can be installed in the frame enabling the use of
       guillotine type 38mm cable cutter

       Other tools that can be fitted at the end of the manipulators include:

              - Hydraulic grinders with cutting disk
              - Hydraulic rotative brush
              - Large gripper
              - Purpose built hydraulic tools for specific applications.

       The system features a fully equipped workshop 20' container with ample
       stock of spares and tools.

       3.8    Options

       The Abyssub can be easily fitted with extra equipment to suit client's
       specific requirements. Hereafter are a few examples of additional
       equipment that can be integrated or interfaced on the system:

              - Additional surface video monitors
              - Sample basket
              - Video camera

Please find hereafter additional technical specification.

1/     MAIN UMBILICAL (Surface to Cage)   Optical Fiber      Qty: 7
                                   1      for Telemetry and  Sonar Down
                                   1      for Telemetry      and Sonar Up
                                   1      for Video camera   Cage 1 video camera
                                                             ROV 2 video camera
                                   4      Spare

The 7 optical fibers in the umbilical are 8.3 / 125 graded index (SINGLEMODE)
type.

This type of fiber is used because of the low attenuation of less than 0.7 db
per Km at 1300 nm and less than 0.6 db per km at 1550 nm.

The 1218 lasers, which are required to transmit through the single mode fiber,
operate at l300nm.

2/     CAGE   1 Video camera OSPREY OE 1353 CCD MONOCHROME (see specification)
                      fitted on small hydraulic Pan and Tilt
              2 Light 250 watt each halogen

3/     TETHER umbilical between CAGE and ABYSSUB 

       Length 130 meter    11 Power conductor
                                   3 Twisted pair
                                   3 coax
                                   7 low-voltage conductors

              Note:        2 Coax 75 Ohm and 1 twisted pair could be available

4/     VEHICLE

4-1    Payload              80 kgs maximum
4-2    Telemetry            Half duplex system
4-3    Electrical power     460 VAC, 3 phase, 60 Hz
4-4    Video Camera         OSPREY 0E1323        Silicon Intensifier Target 
                                                 (see specification)
       Video Camera         OSPREY OE 1361       CCD Colour camera NTSC 
                                                 (see specification)
       These two camera are fitted on the same hydraulic Pan and Tilt.
4-5    Sonar MESOTECH 371
4-6    Manipulator arm      7 function    Lift capacity at full extension 60 kg
                            5 function    Lift capacity at full extension 80 kg
4-7    Light                6 x 250 watt  Halogen
<PAGE>   14

                                   ANNEX "B"


    "SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels

               C/P "LAI-TVO / RMS TITANIC98" Dated 25th May 1998
<PAGE>   15

ANNEX "B" to Uniform Time Charter for Offshore Service Vessels            [SEAL]
Code Name: "SUPPLYTIME 89" - dated 25 May 98                                   
--------------------------------------------------------------------------------

             AGREEMENT FOR MUTUAL INDEMNITY AND WAIVER OF RECOURSE
           (Optional, only applicable if stated in Box 28 In PART I)

This Agreement is made between the Owners and the charterers and is premised on
the following

(a)    The Charterers and the Owners have entered into a contract or agreement
       dated as above regarding the performance of work or service in connection
       with the Charterers' operations off-shore ("Operations");

(b)    The Charterers and the Owners have entered into, or shall enter into,
       contracts or agreements with other contractors for the performance of
       work or service in connection with the Operations;

(c)    Certain of such other contractors have signed, or may sign, counterparts
       of this Agreement or substantially similar agreements relating to the
       Operations ("Signatory" or collectively "Signatories"); and

(d)    The Signatories wish to modify their relationship at common law and avoid
       entirely disputes as to their liabilities for damage or injuries to their
       respective property or employees;

In consideration of the premises and of execution of reciprocal covenants by the
other Signatories, the Owners agree that:

1.     The Owners shall hold harmless, defend, indemnify and waive all rights of
       recourse against the other Signatories and their respective subsidiary
       and affiliate companies, employees, directors, officers, servants,
       agents, invitees, vessel(s), and insurers, from and against any and all
       claims, demands, liabilities or causes of action of every kind and
       character. In favour of any person or party, for injury to, illness or
       death of any employee of or for damage to or loss of property owned by
       the Owners (or in possession of the Owners by virtue of an arrangement
       made with an entity which is not a Signatory) which injury, illness,
       death, damage or loss arises out of the Operations, and regardless of the
       cause of such injury, illness, death, damage or loss even though caused
       in whole or in part by a pre-existing defect, the negligence, strict
       liability or other legal fault of other Signatories.

2.     The Owners (including the Vessel) shall have no liability whatsoever for
       injury, illness or death of any employee of another Signatory under the
       Owners' direction by virtue of an arrangement made with such other
       Signatory, or for damage to or loss of property of another Signatory in
       the Owners' possession by virtue of an arrangement made with such other
       Signatory. In no event shall the Owners (including the vessel) be liable
       to another Signatory for any consequential damages whatsoever arising out
       of or in connection with the performance or non-performance of this
       Agreement, including, but not limited to, loss of use, loss of profits,
       shut-in or loss of production and cost of insurance.

3.     The Owners undertake to obtain from their insurers a waiver of rights of
       subrogation against all other Signatories in accordance with the
       provisions of this Agreement governing the mutual liability of the
       Signatories with regard to the Operations.


4.     The Owners shall attempt to have those of their sub-contractors which are
       involved in the Operations become Signatories and shall promptly furnish
       the Charterers with an original counterpart of this Agreement or of a
       substantially similar agreement executed by its subcontractors.


5.     Nothing contained in this Agreement shall be construed or held to deprive
       the Owners, or the Charterers, or any other Signatory as against any
       person or party, including as against each other, of any right to claim
       limitation of liability provided by any applicable law, statute, or
       convention, save that nothing in this Agreement shall create, any right
       to limit liability. Where the Owners or the Charterers or any other
       Signatory may seek an indemnity under the provisions of this Agreement as
       against each other in respect of a claim brought by a third party, the
       Owners or the Charterers or any other Signatory shall seek to limit their
       liability against such third party.


6.     The Charterers shall provide the Owners with a copy of every counterpart
       of this Agreement or substantially similar agreement which is executed by
       another Signatory pertaining to the Operations, and shall, in signing
       this, and in every counterpart of this Agreement, be deemed to be acting
       as agent or trustee for the benefit of all Signatories.


7.     This Agreement shall inure to the benefit of and become binding on the
       Owners as to any other Signatories on the later of the date of execution
       by the Owners and the date of execution of a counterpart of this
       Agreement or a substantially similar agreement by such other Signatory
       pertaining to the Operations.


8.     Any contractor, consultant sub-contractor, etc., performing work or
       service for the Charterers or another Signatory in connection with the
       Operations which has not entered into a formal contract for the
       performance of such work or service may nevertheless become a Signatory
       by signing a counterpart of this Agreement or a substantially similar
       agreement which shall govern, as to the subject of this Agreement, the
       relationship between such new Signatory and the other Signatories and
       also by extension its relations with the Charterers.

9.     This Agreement may be executed in any number of counterparts or
       substantially similar agreements as necessary but all such counterparts
       shall together constitute one legal instrument.
<PAGE>   16

ANNEX "B" to Uniform Time Charter Party for Offshore Service Vessels      [SEAL]
Code Name: "SUPPLYTIME 89" - dated 25th May 98                                  
--------------------------------------------------------------------------------

                                   INSURANCE

Insurance policies (as applicable) to be procured and maintained by the Owners
under Clause 14:

(1)    Marine Hull Insurance. -- Hull and Machinery Insurance shall be provided
       with limits equal to those normally carried by the Owners for the Vessel.

(2)    Protection and Indemnity (Marine Liability) Insurance. -- Protection and
       indemnity or Marine Liability insurance shall be provided for the Vessel
       with a limit equal to the value under paragraph 1 above or U.S. $5
       million, whichever is greater, and shall include but not be limited to
       coverage for crew liability, third pasty bodily injury and property
       damage liability, including collision liability, lowers liability (unless
       carried elsewhere).

(6)    Such other insurances as may be agreed.