<PAGE>   1
Paris, June 12, 1996                    UNIFORM TIME CHARTER PARTY FOR OFFSHORE
                                        SERVICE VESSELS CODE NAME: "SUPPLYTIME"

                                                                         PART 1

2. Owners/Disponent Owners/Place of business
IFREMER, hereafter called the OWNERS or IFREMER
155, rue Jean-Jacques Rousseau
92138 ISSY-LES-MOULINEAUX CEDEX
FRANCE

3. Charterers/Place of business
        RMS TITANIC, INC.
        17, Battery Place
        Suite 203
        NEW-YORK 10004
        UNITED STATES OF AMERICA

4. Vessel's name
NADIR SURFACE VESSEL together with:
- NAUTILE SUBMERSIBLE (- 6000 m)
- ROBIN (ROV) - OCEANO (Positioning System)

5. Date of delivery (CI. 2(A))   
   AUGUST 1, 1996

6. Cancelling Date (CI. 2(A))
       NOT APPLICABLE

7. Port or place of delivery (CI. 2(A))

   St JOHN'S NEWFOUNDLAND (CANADA)     

8. Port or place of re-delivery (CI. 8(A))

   St JOHN'S NEWFOUNDLAND (CANADA)

9. Period of hire (CI. 1(A))

        34 days

10. Extension of period of hire (optional) (CI. 1(B))

        NOT APPLICABLE
--------------------------------------------------------------------------------
11. Trading limits (CI. 3(A))

NORTH ATLANTIC OCEAN AND WESTERN
MEDITERRANEAN SEA
--------------------------------------------------------------------------------
12. Employment of vessel restricted to (state nature of service(s)) (CI. 3(A))

DIVING ON RMS TITANIC TO PROMOTE THE SURVEY OF THE WRECK AND
TO RECOVER OBJECTS OF THE TITANIC.
--------------------------------------------------------------------------------
13. Charter hire (CI. 7(A))

SEE ARTICLE 25

14. Hire payment (state currency, mode and place of payment: also bene-
                                      ficiary and bank account) (CI. 7(A))
        FRENCH FRANCS
        Payments in favour of IFREMER by 
        transfer to account n- 307 T opened
        with CREDIT LYONNAIS, 11, rue d'Argenson
        75008 PARIS - FRANCE

15. Mobilisation charge (lump sum) (CI. 2(B))

 INCLUDED

16. Port or place of delivery (Mobilisation) (CI. 2(B))
        
        St JOHN'S NEWFOUNDLAND (CANADA)

17. Demobilisation charge (lump sum) (CI. 8(B))        
           
 INCLUDED

18. Number of days' notice of re-delivery (CI. 8(C))

        NOT APPLICABLE
        SEE BOX 10

19. Early termination of charter (state number of months; hire payable)
 NOT APPLICABLE                                                 (CI. 8(D))

20. Number of months' notice of early termination (CI. 8(D))
        NOT APPLICABLE

21. Meals (state rate agreed) (CI. 9(i))
  FREE OF CHARGE

22. Passenger accommodation (state rate agreed) (CI. 9(i))
        FREE OF CHARGE

23. Port or place of drydocking (CI. 11(C))
 IRRELEVANT

24. War (only to be filled in if Sub-Clause (C) agreed) (CI. 22)
        SEE ARTICLE 13

25. Sub-let (state amount of daily increment to charter hire) (CI. 20(B))
 SEE ARTICLE 12

26. Place of arbitration (only to be filled in if place other than London 
        LONDON                                             agreed) (CI. 27)
--------------------------------------------------------------------------------
27. Numbers of additional clauses covering special provisions, if agreed
        1 to 28
--------------------------------------------------------------------------------
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, if any agreed and slated in Box 27, and Part II as well as Appendix A
and Appendix B 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
Appendix A and Appendix B.
--------------------------------------------------------------------------------
Signature (Owners)                              Signature (Charterers) --
  --------
        Le President-Directeur General                 /s/ G.H. TOLLOC'H

                /s/ P. DAVID
--------------------------------------------------------------------------------

Adopted by
the Documentary Committee of the General
Council of British Shipping, London

Copyright, published by The Baltic
and International Maritime Conference (BIMCO).
Copenhagen.
Issued December 1975.

<PAGE>   2
                                     PART II
                        AMENDED "SUPPLY TIME" FORM PART II

1. PERIOD OF CHARTER:

1.1. The OWNERS let and the CHARTERERS hire the Vessel described in Appendix
"A" and "B" for the period as indicated in Box 9 from the time the vessel is
delivered to the CHARTERERS subject to clause 1.2. hereunder.

1.2. The basic period of the charter shall be 34 days made up in the manner, and
subject to the provisos, set out below:


2. DELIVERY

         The Vessel shall be delivered by the OWNERS and accepted by the
CHARTERERS on the date indicated in Box 5.


3. EMPLOYMENT

         (A) The Vessel shall be employed in activities restricted to the
service(s) stated in Box 12 within the trading limits indicated in Box 11 which
shall, in no circumstances, be exceeded without prior agreement and adjustment
of the Charter Hire and such other terms as appropriate to be agreed.

         (B) The OWNERS hereby confirm that they are authorized to enter into
and perform this Charter under French Law. Permission from any other responsible
Authorities for Vessel and its Crew to work in the area defined in Clause 19 and
Box 11, if required, shall be the responsibility of CHARTERERS and OWNERS shall
assist, if necessary, in every way possible to secure such permission. If any
other country than France prevents the performance of the TITANIC expedition,
the total charter hire defined in BOX 13 shall be paid to the OWNERS.



<PAGE>   3
4. OWNERS TO PROVIDE

         (A) The OWNERS shall provide and pay for all provisions and wages, for
third party insurance of the Vessel, for all deck and engineroom stores (except
those which by the terms of this Charter Party are expressly payable by the
CHARTERERS) and the expense of maintaining the hull and machinery of the Vessel
during her employment.


         MAINTENANCE OF VESSEL

         (B) The OWNERS undertake that throughout the period under this Charter
they will take all reasonable steps to maintain the Vessel in efficient state in
hull and machinery or to restore the Vessel to such state.

         (C) The OWNERS shall further provide and pay for all fuel and
lubricants and transport thereof (including auxiliary machinery and galley
fuel), water, port charges, pilotage and boatmen (whether compulsory or not)
canal steersmen, light dues, solid ballast, tug assistance, consular charges,
canal, dock and other dues and charges, dock, harbour and tonnages dues at the
ports of delivery and re-delivery, agencies and commissions costs for security
or other watchmen, expenses of fumigation (including de-ratisation and
extermination of vermin) and of quarantine (if occasioned by the nature of the
cargo carried or the port visited whilst employed under this Charter).

         The OWNERS shall also provide and pay for the loading and unloading of
cargoes except the objects covered by clause 21 and for all necessary dunnage,
uprights and shoring equipment for securing deck cargo, all cordage (excluding
such as is required for ordinary ship's purposes, mooring alongside in harbour
but including such as is required for securing to the offshore units or
necessitated by any special requirements of the harbour authorities), and all
ropes, slings and special runners (including bulk cargo discharge hoses)
actually used for loading and discharging.

         OWNERS shall further provide and pay for custom duties, permits, import
duties, including costs involved in establishing temporary or permanent
importation bond(s), clearance expenses both for the Vessel and/or equipment
except in respect of the objects covered by clause 21, also special mooring
lines to offshore platforms, wires, nylons, spring lines, slings etc. used for
offshore works with hose connections and adaptors, refill oxygen/acetylene
bottles and supply electrodes for offshore works.


5. BUNKERS AND LUBRICANTS

         The OWNERS shall be responsible for providing and paying for all
bunkers and lubricants.


6. RE-DELIVERY

         The Vessel shall be re-delivered on the expiration of this
Charter-Party.



<PAGE>   4
7. THE VESSEL'S SPACE

         The whole reach and burden and decks of the Vessel shall be at the
CHARTERER'S disposal reserving proper and sufficient space for the Vessel's
tackle, apparel, furniture, provisions and stores. The CHARTERERS shall be
entitled to carry, so far as space is available and for their purpose in
connection with their operations:

         (i)  Passengers including T.V. and filming crews, and for such purposes
              to make use of the Vessel's available accommodation not being used
              on the voyage by the Vessel's Master, Officers and Crew. The
              OWNERS shall provide suitable provisions and requisites for such
              passengers.

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

         (iii) Explosives and dangerous cargo provided such are packed and
              stowed in accordance with ship's national regulations and/or IMCO
              Dangerous Goods Code and/or other pertinent regulations. The
              CHARTERERS accept responsibility for any additional expenses
              (including restoration expenses) incurred by the OWNERS in
              relation to the carriage of such cargo.

         (iv) The OWNERS shall permit passengers including film or T.V.
              personnel to travel aboard "Nautile" but those passengers will be
              carried at their own risk and subject to satisfactory medical
              assessment.


8. MASTER AND CREW

         (A) For the purpose of this clause, the CHARTERER'S representative at
sea shall deal solely with the OWNERS' Senior Representative at sea and the
OWNERS will implement the CHARTERERS wishes in respect of the Master, Engineer
and Crew in relation to this clause.

         (B) The OWNERS shall get the master to carry out his duties promptly
and the Vessel shall render all reasonable services within her capabilities by
day and by night and at such time and on 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 Master through OWNERS Senior Representative shall be under the
orders of the CHARTERERS as regards employment, agency and other arrangements.
The Master and Engineer shall keep full and correct logs accessible to the
CHARTERERS or their agents. The Master shall sign cargo documents as and in the
form presented.

         (C) If the CHARTERERS have reason to be dissatisfied with the conduct
of the Master or any Officer, Engineer or member of the Crew, the OWNERS on
receiving particulars of the complaint shall promptly investigate the matter
and, if, in their opinion, it is necessary and practicable, make a change in the
appointment.



<PAGE>   5
9. DEVIATION TO ASSIST

         The Vessel shall be entitled at all times to assist vessels and other
property in distress, to deviate for the purpose of saving life or property and
for that purpose to call at any port or ports for fuel and/or other supplies 
and to carry cargo on or under deck. Such deviation shall be considered as a 
period of hire.


10. SALVAGE

         All salvage (other than might be determined to arise from the
activities described in Box 12) and assistance to other vessels shall be for the
OWNERS' and the CHARTERERS' equal benefit after deducting the Master's and
Crew's proportion and all legal and other expenses including hire paid under the
Charter for time lost in the salvage, repairs or damage and oil consumed. The
CHARTERERS shall be bound by all measures taken by the OWNERS in order to secure
payment of salvage and fix its amount. CHARTERERS agree and if within their
control shall so arrange that all salvage assistance unless alternative terms be
agreed with OWNERS, shall be on terms of Lloyd's Open Form "no cure-no pay".

         The OWNERS shall indemnify and hold harmless the CHARTERERS from any
claim for salvage made by the Master, any crew servant of agent of the Owner.

         If any conflict arises between this clause and clause 21 then the
latter shall prevail.


11. LIEN

         The OWNERS shall have a lien upon all cargoes for all claims against
the CHARTERERS under this Charter and the CHARTERERS shall have a lien on the
Vessel for all moneys paid in advance and not earned. 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.

         CHARTERERS shall indemnify and hold OWNERS harmless against any lien of
whatsoever nature arising upon the Vessel during the Charter period while she is
under the control of CHARTERERS, and against any claims against OWNERS arising
out of the operation of the Vessel by CHARTERERS or out of any neglect of
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
by CHARTERERS, 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.


12. SUB-LET

         Subject to the prior written approval of the OWNERS, the CHARTERERS
shall be authorized of sub-letting the vessel to any person or company not
competing with the OWNERS.



<PAGE>   6
13. WAR

         (A) The Vessel, unless the consent of the OWNERS be first obtained, not
to be ordered nor continue to any place or on any voyage nor be used on any
service which will bring her within a zone which is dangerous as the 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.

         (B) If as a result of such aforementioned acts or warlike operations
the Vessel is prevented from carrying out her duties under this Charter Party,
both the OWNERS and the CHARTERERS may cancel the Charter and, unless otherwise
agreed, the Vessel to be redelivered to the OWNERS in port of re-delivery
defined in box 8.

         The OWNERS shall not be liable for the consequences of such early
termination of the charter and the total charter hire defined in box 13 shall be
paid to the OWNERS.


14. GENERAL AVERAGE

         General Average to be adjusted according to York/Antwerp Rules, 1974.
Hire not to contribute to General Average.


15. 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 in so far 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 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.


16. STRUCTURAL ALTERATIONS - DURABLE BREAK-DOWN

         (A) The CHARTERERS shall have the option of making at their expense
structural alterations to the Vessel with the written consent of the OWNERS but
unless otherwise agreed the Vessel is to be re-delivered re-instated to her
original condition. The Vessel is to remain on hire during any period of these
alterations or re-instatement.

         (B) In case of break-down affecting durably technical or operational
capabilities of the Vessel NADIR or the submersible NAUTILE, the CHARTERERS
shall be entitled to terminate this Agreement.



<PAGE>   7
         In such case, the CHARTERERS shall release the OWNERS, at the date of
the failure, from any further obligations under this Agreement.

         All sums paid at the date of failure by the CHARTERERS will be kept by
the OWNERS.


17. ARBITRATION

         Any dispute arising under this Charter which cannot be settled in an
amicable manner be referred to arbitration in London according to the rules and
regulations of the International Chamber of Commerce of LONDON.

         This Charter Party shall be governed by English law.


18. POSITION OF TITANIC WRECK

         OWNERS warrant that they have accurate knowledge of the exact position
of the "TITANIC" wreck and undertake to bring the vessel to such position and to
dive their submersible on the TITANIC site (as defined in Clause 19). OWNERS
undertake to supply the TITANIC's accurate position to the CHARTERERS. The
CHARTERERS will not unnecessarily divulge the position of the "TITANIC" wreck to
any third party.


19. DEFINITION OF THE SITE

         "THE SITE" is :

         1.   The bow and stem sections of "RMS TITANIC".

         2.   The area which lies half a nautical mile to either side of the
              line from the front of the bow section to the rear of the stern
              section, extended one nautical mile to the rear of the stern
              section.




ARTICLE 20 - OPERATION OF THE SUBMERSIBLE NAUTILE

20.1. ORGANISATION ABOARD THE VESSEL

         On the day before a Nautile's dive an "operation order" will be drafted
by both OWNERS and CHARTERERS representatives.

         After each Nautile's dive a "daily work-report" will be drafted by both
OWNERS and CHARTERERS representatives.

         An operation order form and a daily work report form are annexed
herewith as Exhibit C.



<PAGE>   8
20.2. NORMAL OPERATION OF THE SUBMERSIBLE NAUTILE

         Provided that weather conditions permit dive operations, the NAUTILE
shall perform one dive during each period of 24 hours on site.

         A dive shall be considered as performed in so far as the submersible
has stayed a minimum period of one hour on the seabed.


20.3. BAD WEATHER CONDITIONS :

         By bad weather conditions is to be understood win storm superior to 25
knots or through of wave superior to 2 metres or fog which may make work
dangerous or hazardous.

         If bad weather conditions were to prevent the NAUTILE from diving
during the period of hire, the global CHARTER hire defined in article 25.1. here
above shall be unchanged.


20.4. TECHNICAL FAILURE :

a) If during the period of hire on the Titanic Site, the NAUTILE submersible is
unable to dive due to a technical failure, i.e. technical breakdown, crew
illness or any other reason under the control of the OWNERS during a total
period(s) exceeding an aggregate of 48 hours, the amount defined in article
22.3.3. hereafter shall be lowered of 15.000 US $ for each period totalling 24
hours without dive for technical failure arising after the said period(s)
aggregating 48 hours.

b) If the NAUTILE submersible does not make any dives due to technical failure,
then the OWNERS shall refund to CHARTERERS all sums paid under article 25.1. and
shall release CHARTERERS from any further obligations under this Agreement.

c) After lowering of the amount defined in paragraph a hereabove or after
refunding of the sums defined in paragraph b hereabove, OWNERS shall have no
further obligations or liability to the CHARTERERS and CHARTERERS shall
indemnify and hold harmless OWNERS against all and any claim made by third
parties related to the technical failure, including consequential, incidental
or special damages and including, without limitation, loss of profits.

20.5. INSTALLATION OF EQUIPMENT ON THE NAUTILE AND ON THE NADIR

         The installation of equipment belonging to the CHARTERERS on the
NAUTILE shall be done by the CHARTERERS under the supervision of the OWNERS.

         The OWNERS may prevent the CHARTERERS from installing certain
equipments on the NAUTILE for technical reasons.

         In any case, the OWNERS shall not be liable if the equipment belonging
to the CHARTERERS do not work correctly. The NAUTILE is to be re-instated to her
original condition. The NAUTILE is to remain on hire during any period of these
re-instatements by the CHARTERERS.

         OWNERS agree to cooperate with any person or entity contracting to
study the feasibility of technical improvements regarding the expedition
(including but not limited to acoustic transmission and real time broadcast
transmissions).



<PAGE>   9
21. RECOVERY OF OBJECTS

         21.1. OWNERS will forthwith hand over to the CHARTERERS all objects
               collected on or from the Titanic SITE during the performance of
               this charter party.

                 OWNERS and CHARTERERS will draw up a list of objects recovered
               under this Agreement. OWNERS renounce all property rights in the
               objects collected during the expedition performed under this
               charter party, both for themselves and on behalf of the Master,
               Officers, crew, servants and agents, provided all payments
               defined in article 22.3. and 25 be made to the OWNERS.

                 The OWNERS shall have a lien against all objects recovered
               during the 1996 TITANIC expedition until the revenues defined in
               article 22.3.1. and 22.3.2. hereabove are received by the OWNERS.

                 The CHARTERERS shall provide free of charge assistance to the
               OWNERS to register and maintain the OWNER's lien on the recovered
               objects in any country designated by the OWNER's.

         21.2. Owing to the fact that the objects collected by OWNERS on behalf
               of the CHARTERERS are not the property of OWNERS, the CHARTERERS
               shall indemnify and hold harmless OWNERS against all and any
               claim related to the recovery of the aforementioned objects
               excepting always any claims made by any master, crew, agents,
               servants or employees of OWNERS.

                 CHARTERERS shall reimburse OWNERS of all legal expenses
               incurred by OWNERS in connection with such claims.

                 CHARTERERS shall not sell the artefacts collected by OWNERS to
               any individual or private collector, but shall use them only for
               exhibition purposes. However the collection may be sold to any
               entity that will make them available for exhibition to the
               public.

                 For the purposes of this Agreement an artefact is defined as
               any object collected from the RMS TITANIC that was either a part
               of the ship or a possession of a person on board.

                 Coins, currency, diamonds (non jewellery), precious metals,
               gems stones, coal, etc. are not considered  artefacts.

         21.3. OWNERS shall not be responsible for the process of conditioning
               and preservation of these objects on board the Vessel but will
               assist CHARTERERS in bringing artefacts on board and in the
               packing process.


         21.4. OWNERS shall be entitled to collect a few specific samples of the
               Titanic wreck only for scientific experimental purposes in
               corrosion research and/or biological research, and such results
               will be provided to the CHARTERERS.



<PAGE>   10
                 The selection of samples and the collection of the same shall
               be mutually agreed between the representative of OWNERS and of
               the CHARTERERS on the Vessel and the collection of these samples
               shall in no way interfere with the CHARTERERS use of the Vessel.



22. AUDIO VISUAL RIGHTS AND OTHER COMMERCIAL RIGHTS

         22.1. CHARTERER'S MEDIA RIGHTS

               (A)The CHARTERERS shall at all times have and be entitled to the
               benefit of all media, T.V., audio-visual rights relating to and
               arising from the activities of the charter provided the
               CHARTERERS quote the OWNERS as the performer of the expedition.


               (B)All logos appearing on the Vessel will remain as they are and
               where they are; nevertheless the CHARTERERS shall have the right
               to place such additional logos as they wish on the Vessel and/or
               ancillary equipment and/or overalls in such a position that they
               wish, provided that such positioning shall not interfere with the
               operation of the Vessel or any part of it or obscure any of
               OWNERS or other logos or names currently on the Vessel and its
               ancillary equipments.


               (C)In the same way the OWNERS shall be permitted to have its crew
               wearing overalls with its logo.


22.2. OWNERS MEDIA RIGHTS

               (A)In recognition of the fact that OWNERS are a French Public
               Agency, OWNERS shall be entitled to inform the French speaking
               news agencies (not magazines) and domestic French T.V. agencies
               other than those in Canada of the RMS TITANIC expedition
               performed under this charter party.

                 All press materials, releases and other information regarding
               the RMS Titanic expedition intended to be distributed to the
               media shall be prepared by CHARTERERS' public relations
               consultants and provided to OWNERS, and CHARTERERS and OWNERS
               shall communicate in advance regarding such releases, provided
               that CHARTERERS may select the release date.

                 The images and sound sources to be transmitted by news agencies
               and TV news will be supplied to OWNERS no later than their
               transmission date to the CHARTERERS own medias.

                 The OWNERS shall be kept informed of the performance of the
               Expedition.

                 In any case, OWNERS actions shall in no way affect the
               commercial value to the CHARTERERS or its assigns of the media
               literary and merchandising rights and/or interests all of which
               are reserved exclusively to the CHARTERERS.



<PAGE>   11
                 OWNERS shall have access free of charge to all non confidential
               still images approved by the CHARTERERS for distribution to the
               French speaking news agencies and French speaking T.V. news
               agencies (but not magazines) other than those in Canada with the
               express consent of the CHARTERERS.

                 OWNERS will be authorized to use film footage selected with
               CHARTERERS. Such film footage will be used free of charge by
               OWNERS for distribution to French speaking T.V., news agencies
               (other than those in Canada).

                 The OWNERS are hereby also authorized to offer free of charge
               to such channels the following footage to be included in news
               broadcast : the 88 second extract of the film "La face cachee de
               la terre" concerning RMS Titanic produced by the OWNERS ;
               provided that for the period from the commencement of the
               expedition until 90 days after conclusion, OWNERS shall not make
               copies of such footage until available to any person or entity.


               (B) OWNERS shall also have the right to use free of charge the
               above mentioned images for their own communication and
               advertising with the express consent of the CHARTERERS.


               (C) All press conferences or announcements of the Expedition,
               both before the Expedition and after, shall be communicated among
               the parties in order to allow real time broadcast.


               (D) OWNERS shall receive an advance copy of CHARTERERS media plan
               developed by CHARTERERS's public relations consultant.


22.3. MERCHANDISING ARRANGEMENTS FOR DERIVED PRODUCTS. EXHIBITIONS.

         22.3.1. MERCHANDISING OF DERIVED PRODUCTS

         Subject to the provisos of this section, the CHARTERERS shall retain
         and be entitled to the benefit of all merchandising and other
         commercial right relating to and arising from the activities of the
         Charter.

               The OWNERS shall be entitled to receive 50 % of the whole sale
         turnover of the sales of derived products of the 1996 TITANIC
         expedition (books, videos, posters, T-shirts etc ... ). Any product
         involving the 1996 expedition shall be considered product of the 1996
         TITANIC expedition within the scope of this paragraph.

               The amounts defined in this article 22.3.1. shall not exceed 
         US $480 000.


<PAGE>   12
                      22.3.2. EXHIBITIONS

                      The OWNERS shall receive

                      a) 0.50 US $ per visitor of any exhibition organized by
                      the CHARTERERS, Inc, after April 29, 1996 and

                      b) a lump sum of 250 000 US $ for the proposed Memphis
                      Exhibition of 1997, this sum is to be paid prior to March
                      1, 1997, and

                      c) one third of CHARTERERS revenues received after April
                      29, 1996 from any non CHARTERERS organized exhibition.

                      The amounts defined in a, b and c hereabove shall not
                      exceed a total amount of 500 000 US $.

                      22.3.3. If, after three years from September 1, 1996, the
                      980 000 US $ in income have not been received by the
                      OWNERS, the CHARTERERS agree to allow the balance to be
                      earned from the method described and applied in article
                      22.3.2. a and 22.3.2. c hereabove.

                      Earned revenues referred to in article 22.3.1. and
                      22.3.2., shall be remitted by the CHARTERERS to the
                      OWNERS in a timely fashion but under no conditions later
                      than 45 days after the receipt of the aforementioned
                      revenues by the CHARTERERS

                      If, after four years from September 1, 1996, the OWNERS
                      have not received revenues equal to 980 000 US $ relevant
                      to article 22.3.1. and 22.3.2., the first refusal right
                      granted to the CHARTERERS by the OWNERS shall be cancelled
                      in previous charter agreements as well as in this charter
                      agreement as defined in article 23 hereafter.

                      22.3.4. The CHARTERERS, so as to provide the OWNERS with
                      the full disclosure information required to observe
                      compliance with its payment obligations defined above,
                      hereby agrees to provide the OWNERS with copies of all
                      relevant contracts and documents relating to the
                      aforementioned revenues and their opportunities. This
                      obligation will be performed in a timely fashion and the
                      documents shall be transmitted to the OWNERS within 30
                      days of receipt by the CHARTERERS.

                      The OWNERS shall maintain the right to examine the books
                      and records of the CHARTERERS upon 14 days notice, such
                      right expiring upon receipt by the OWNERS of the 980 000
                      US $ described in article 22.3.1. and 22.3.2. hereabove.

                      If the OWNERS consider that CHARTERERS do not fulfill
                      their obligations as defined in article 22.3.1. to
                      22.3.4. hereabove, the OWNERS shall have the right to take
                      possession of the objects recovered during the 1996
                      Titanic expedition, such right expiring upon receipt by
                      the OWNERS of the total amount of 980 000 US $ described
                      in article 22.3.1. and 22.3.2. hereabove.

               22.4.  After the 1996 Titanic Expedition, the CHARTERERS shall
                      notify the OWNERS before entering into any contract for
                      any film or book relating to the RMS TITANIC expeditions
                      or to the Titanic site and shall allow OWNERS a period of
                      60 days to decide whether to participate in any such film
                      or book.
<PAGE>   13
           23. FUTURE EXPEDITIONS ON THE TITANIC SITE


               23.1.  In the event the OWNERS will be approached during the
                      years 1996 to 2003 by an entity other than the CHARTERERS
                      in order to perform similar expeditions on the TITANIC
                      site, the OWNERS shall grant a first refusal right to the
                      CHARTERERS in order to allow them to participate in a new
                      TITANIC expedition.

                           The first refusal right has to be exercised by the
                      CHARTERERS within 90 days after notice given in writing by
                      the OWNERS.

               23.2.  In the event the CHARTERERS intend to plan additional
                      expeditions to the TITANIC site during the years 1996 to
                      2003, the CHARTERERS shall grant a first refusal right to
                      the OWNERS in order to allow them to participate in an new
                      TITANIC expedition.

                      The first refusal right has to be exercised by the OWNERS
                      within 90 days after notice given in writing by the
                      CHARTERERS.

               23.3.  It is being precised that for the enforcement of the above
                      provisions, OWNERS and CHARTERERS will not perform
                      expeditions more than once a year.



           24. LIABILITY

               24.1.  OWNERS warrant that the Vessel is seaworthy and fit in all
                      aspects for her duties under this charter.


               24.2.  The navigation management and operation of the Vessel, the
                      diving operations and the overall safety of the Vessel and
                      all loss damages costs expenses and liabilities arising
                      out of or connected therewith shall be to sole
                      responsibility of the OWNERS.

                           OWNERS shall be solely liable for all loss damages
                      expenses and claims for death or for personal injury to
                      any Master, crew, servant, agent or employee of OWNERS or
                      any other person on board the Vessel at their request and
                      for all damage or loss caused to or incurred by the Vessel
                      or other property of OWNERS or OWNERS itself arising out
                      of or in any way connected with the performance of the
                      work at sea or sub-sea under this Agreement, howsoever
                      caused.

                           Subject to sub-clause 24.3. hereof, OWNERS shall be
                      liable for all loss damages expenses or costs suffered or
                      incurred in connection with claims made by third parties
                      excepting the journalists, T.V. companies and all persons
                      invited on board by the CHARTERERS and OWNERS shall
                      indemnify and hold harmless the CHARTERERS from all claims
                      for such losses, damages, expenses, costs.

                           Nothing in this clause or in the charter-party as a
                      whole may be regarded as transferring the aforesaid
                      responsibilities and liabilities to the CHARTERERS.
<PAGE>   14
                           OWNERS shall not however be liable for loss or damage
                      caused to the objects from the wreck of RMS TITANIC from
                      the time of collection or recovery by OWNERS until such
                      objects are handed over to the CHARTERERS pursuant to
                      clause 21.1.


               24.3.  The CHARTERERS shall be solely liable for all loss damages
                      expenses and claims for death or for personal injury to
                      any passenger or other person (not being the Master, crew
                      servant agent or employee of OWNERS) on board the vessel
                      at their request or with the knowledge or consent of the
                      CHARTERERS.

                      The CHARTERERS shall be responsible for all loss or damage
                      to objects from the wreck of RMS TITANIC after they are
                      handed over by OWNERS. For the avoidance of doubt the
                      CHARTERERS and his insurance companies waive any right to
                      sue the OWNERS in respect of all matters covered by this
                      paragraph.


               24.4.  The OWNERS shall not be held liable for any delay caused
                      by a strike by persons other the OWNERS own employees or
                      agents.



           ARTICLE 25 - CHARTER HIRE AND CONDITIONS OF PAYMENT


               25.1.  The global charter hire for the basic charter period of 34
                      days shall be a lump sum of French Francs 4 100 000 (Four
                      Millions and one Hundred Thousand French Francs) in
                      addition to the payments defined in article 22.3.
                      hereabove.

                      The CHARTERERS shall transfer by wire the amount of FF 4
                      100 000 to IFREMER :

                                 CREDIT LYONNAIS

                     Unite d'Appui Commercial Champs-Elysees

                                    UB COMEX

                                Account n- 307 T

                               11, rue d'Argenson

                              75008 PARIS - FRANCE
               Fax n- 33 1 49 24 54 25 - Phone : 33 1 49 24 54 27


                        with following conditions of payment :

                      - FF 2 000 000, on or before June 20, 1996, upon
                        presentation of an invoice of IFREMER.

                      - FF 2 100 000, on or before July, 15, 1996, upon
                        presentation of an invoice of IFREMER.

                      If the CHARTERERS do not make all the payments in the
                      schedule mentioned hereabove, this agreement shall be
                      cancelled.
<PAGE>   15
                      In this event, all the partial payment made by the
                      CHARTERERS shall be forfeited to the OWNERS and the OWNERS
                      shall be released from all obligations and liabilities to
                      the CHARTERERS.


               25.2.  Except as provided in section 20.4, it is understood that
                      the Charter hire is payable whatever will be the number of
                      dives performed by IFREMER.



           26. COMPLETE AGREEMENT

               This CHARTER contains the entire Agreement between the OWNERS and
           the CHARTERERS and supersedes all previous written or oral
           agreements.



           27. OTHER COMMITMENTS OF THE CHARTERERS

           27.1. Upon signature of this agreement, the CHARTERERS will cooperate
           in linking, at IFREMER's request, IFREMER's web site with CHARTERER's
           one and with any other web site related to the TITANIC project.

           27.2. During the 1996 TITANIC expedition, the CHARTERERS will not
           engage IFREMER nor GENAVIR personnel without the previous written
           consent of IFREMER.
<PAGE>   16
           28. NOTICES

               All notices required or contemplated by this CHARTER and
           particulary for the performance of article 22.3. hereabove, shall be
           in writing and shall be deemed effective upon personal delivery,
           receipt of telex, telefax, certified mail, return receipt requested,
           addressed to the parties at their respective addresses as set forth
           below, or to such other addresses by written notice delivered in
           accordance with this section :


               If to:                   IFREMER
                                        Bureau des Operations Commerciales
                                        Pointe du Diable
                                        B.P. 70
                                        29280 PLOUZANE
                                        FRANCE
                                        PHONE:     33 98 22 44 90
                                        TELEFAX:   33 98 45 38 57
                                        TELEX:     941 405 F

                                        For the attention of Mr Frederic
                                        MUNAGORRI


               If to:                   RMS TITANIC, INC
                                        17, Battery Place
                                        Suite 203
                                        NEW YORK, NY 10004
                                        UNITED STATES OF AMERICA
                                        PHONE:     19 212 558 6300
                                        TELEFAX:   19 212 482 1912

                                        For the attention of M. G. TULLOCH


                                        Executed this 12 day of June 1996, at
                                        Issy-les-Moulineaux


               For and on behalf of OWNERS       For and on behalf of CHARTERERS

                 Le President-Directeur General        /s/ G.H. TULLOC'H
                                                           -------------


                 /s/ P. DAVID
                     --------
                                                 G.H. TULLOC'H
                                                 RMS TITANIC
                         P. DAVID                President and Chief Executive
                                                 Officer
<PAGE>   17
                        APPENDIX "A" TO THE CHARTER PARTY



Name of VESSEL                                                           NADIR
                                                                         -----


SUPPORT VESSEL for UNDERWATER RESEARCH



     - main characteristics :

     class of VESSEL     :     BV + I - 3 - 3 E (haute mer) Glace III
     length overall      :     55,75 m
     beam overall        :     11,89 m
     draught max         :     4,68 m
     depth moulded       :     5,50 m et main deck
     displacement        :     2 025 tons
     deck cargo          :     360 tons
     deck area           :     33 m x 11 m
     deadweigh           :     1 173 tons



     - main propulsion :

       -  four engines, total output 2 400 HP 
       -  two engines on each controllable pitch propeller
       -  auxiliary propulsion : grill jet bow thruster 420 HP
       -  electrical power 970 KVA
          380 V 50 Hz 3 phases



     - Equipment

       Satellite navigation system
       Telephone - telex by IMMARSAT NMR 111 02 25



     - facilities for carrying Nautile

       -  one special stern gantry (20 tons)
       -  one rolling platform for transfering the submersible to the workshop
<PAGE>   18
       -  facilities for carrying major surface equipment

       -  one main crane (3 tons at 14,7 m)
       -  laboratory containers (20')


     - accomodation, officers and men : 14



     - technical personnel : 15

     - passengers : 10
<PAGE>   19
                        APPENDIX "B" TO THE CHARTER PARTY
                        PARTICULARS OF VESSEL'S EQUIPMENT


                                                       NAUTILE


     manned submersible

       -  depth rating                       6 000 m
       -  weight in air                      18,5 T
       -  length                             8,00 m
       -  width                              2,70 m
       -  height                             3,45 m
       -  pay-load (without ROBIN)           200 kg



     manned sphere

       -  crew                               1 pilot - I navigator (Owner)
       -  passenger *
       -  inside diameter                    2,10 m
       -  sphere material titanium allog 
       -  view ports

                              number         3
                              diameter       120 mm

     pitch and trim control with mercury pump 12 degrees

     power system : lead acid         40 Kwh

     propulsion :  1 axial motor
                   2 vertical thrusters
                   2 lateral thruster
     highspeed     2 knots
     underwater range at 1 knot : 6 miles

     autonomy

                              safety         130 hours
                              standard dive  5 hours on bottom




* a medical certificate is required attesting for passage non claustrophobia, no
heart problem, aptitude for normolar diving.
<PAGE>   20
     telemanipulation

     - 2 manipulators

     communications

     - 1 underwater telephone
     - miscellaneous equipments

     - 1 scanning sonar
     - 1 TV camera 3 CCD
     - 2 photo cameras
     - 6 extern lights
     - 1 dead reckoning

     An acoustic LBL positioning system will be supplied to position Nautile on
     the seabed.
<PAGE>   21
                        APPENDIX "B" TO THE CHARTER PARTY

                        PARTICULARS OF VESSEL'S EQUIPMENT




                                                  R.O.V. ROBIN

- Tethered remote operated vehicle powered and controlled from the Nautile

max. operating depths                   5 000 m

neutral umbilical length                   70 m
weight                                    130 kg

dimensions                                 L 0,67 m
                                           W 0,70 m
                                           H 0,55 m



forward speed up to 1 knot



propulsion            4 oil filled electrical thrusters 
                      (5 kg thrust each)

sensors               - kow drift gyro
                      - high accuracy pressure sensor

auto heading and auto depth capability

light                 2 x 250 W quartz iodide 
                      1 x 100 W quartz iodide

television            1 colour low ligth 
                      2 black and white 
still picture camera (option) 

flash head 100 j 

emergency locator flashes

telemetry MUX date and video
<PAGE>   22
                     APPENDIX C (1) CONTRACT Nr 96/1212570/F


                                  TITANIC 1996




                                                    on NADIR (date)


DIVING WORK REPORT dive NMR:

     on bottom from                     to

     Equipments operated                VIDEO        :  
                                        STILL CAMERA :
                                        MANIPULATORS :
                                        ROBIN        :
                                        TIVA         :
                                        OTHER        :
                                                     

     Surface meteo conditions :

     Report of dive chronology :




     Problems if any :




CHARTERERS REPRESENTATIVE                    IFREMER REPRESENTATIVE
<PAGE>   23
                     APPENDIX C (2) CONTRAT Nr 96/1212570/F


                                  TITANIC 1996




                                             on NADIR (date):




OPERATION ORDER for dive NMR:
---------------

     - Pilot        :
     - Copilot      :
     - Passenger    :

     - ROBIN        NO   YES
     - TIVA         NO   YES


     Ideal chronology of bottom operations

          Time           Ops




     PRIORITIES                         VIDEO              : 
     (indicate priority number)         STILL CAMERAS      :
                                        FILM               :
                                        ROBIN              :
                                        ARTEFACTS RECOVERY :
                                        OTHER              :
                                                           



CHARTERERS REPRESENTATIVE                         IFREMER REPRESENTATIVE