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                                                                    EXHIBIT 10.2

                                  May 17, 1998

VIA TELECOPIER (81) 3-3432-0916

Mr. Matt Taylor
5-31-7 Kubo Building
Shinbashi, Minato-Ku
Tokyo, Japan 105

                    Re: RMS TITANIC, INC. EXHIBITION IN JAPAN

Dear Matt:

         In furtherance of our discussions, I am writing this letter to set
forth the proposed terms for the presentation of an exhibition (the
"Exhibition") by Titanic Exhibition Japan Inc. ("TEJI") in association with RMS
Titanic, Inc. ("RMST") of Titanic artifacts in Japan commencing on or about July
20, 1998 and ending approximately July 1, 1999, as follows:

         1.       The exhibition will be presented at the following venues:

                  CITY                               DURATION

                  Tokyo                              32 days
                  Yokohama                           48 days
                  Kyoto                              60 days
                  Kobe                               30 days
                  Hiroshima                          30 days
                  Sapporo                            30 days

         The exhibition will include approximately 200 artifacts recovered by
RMST from the Titanic (the "Artifacts"), the selection of which shall be jointly
agreed upon by TEJI and RMST in consultation with Stephane Pennec of LP3
Laboratories in Semur en Auxois, France. TEJI agrees to pay $321,000 U.S. for
the conservation and restoration of such objects on terms and conditions to be
agreed upon with Mr. Pennec.



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         3. TEJI will be responsible for payment of and liability for all
"Project Expenses," which shall be defined as all costs and expenses of every
kind and description incurred in establishing, presenting, transporting,
breaking-down, setting-up and operating the Exhibition up to a maximum budget of
$3,466,776 U.S. (based upon a currency conversion rate of 125 yen per U.S.
Dollar) as set forth in a certain document entitled "Titanic Exhibition: Detail
in Japan" dated April 14, 1998, including, without limitation, design and
fabrication of the Exhibition, packing, insuring, and transporting the Artifacts
to and from the Exhibition venues, and marketing the Exhibition.

         4. RMST shall receive a minimum of $3.00 U.S. per person who attends
the Exhibition, with such $3.00 U.S. per person to be deposited directly into a
segregated bank account for the benefit of RMST on a daily basis, as such ticket
revenues are received by TEJI. It is the understanding of the parties that
ticket sales will be made through authorized ticket agents who collect payments
from the sale of tickets and who then remit such revenues, less commissions, to
TEJI. TEJI shall furnish to RMST copies of all reports of ticket sales received
from ticket agents within forty-eight (48) hours of the receipt thereof by TEJI.
Neither party shall have any rights or authority to borrow against, lien,
pledge, hypothecate or otherwise encumber any proceeds from the sale of tickets
while such proceeds are in the possession of or under the control of any ticket
agent or any other time prior to the distribution to RMST of its share of such
proceeds in accordance with the terms of this Agreement.

         5. In the event that Profits (as defined below) from the Exhibition
exceeds the amount paid to RMST pursuant to paragraph 4 above, RMST shall
receive fifty (50%) percent of the Profits, less the amount paid to RMST
pursuant to paragraph 4 above. For purposes of this paragraph, "Profits" shall
mean the excess of all Revenue (as defined below) over Project Expenses. For
purposes of this paragraph, "Revenue" shall mean and include the aggregate of:
(a) Ticket Revenue, which shall include all sums generated by ticket sales at
the Exhibition and through authorized ticket sale outlets, minus sales tax,
credit card fees, and check verification fees; (b) Merchandising Revenue, which
shall include all revenues derived from the sale of merchandise, food and
beverage at the Exhibition, less costs of goods sold, sales tax (if any) and
credit card fees; (c) Sponsorship Revenue, which shall include all revenues
derived from the granting of sponsorship, endorsement or promotion rights to
third parties for the Exhibition; and (d) Ancillary Revenues, which shall
include all other revenues related directly or indirectly to the Exhibition,
including, but not limited to, revenues derived from pre-recorded Exhibition
tours, parking, and coat checking services.

         6. TEJI shall maintain all books of accounts and all documents
necessary to audit, review and verify Revenue, and will agree to allow
authorized representatives of RMST to have reasonable access to such books and
records during normal business hours from time-to-time as RMST may reasonably
request, and to make such copies thereof as such representatives shall
reasonably require. TEJI shall furnish to RMST weekly accountings, expressed in
English, regarding Ticket Revenue, Sponsorship Revenues, Merchandise Revenue and
Ancillary Revenues no later than fifteen (15) days after the close of the week
covered by such accounting, and shall be accompanied by proof of transfer to
RMST's segregated account of RMST's share of Profits, if any. In the event that
an audit reflects a five (5%) percent or greater discrepancy from the accounting
furnished by TEJI to RMST, then TEJI shall be responsible for payment of the
costs of such audit.
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         7.       TEJI agrees to pay all Project Expenses and to:

                  7.1 Make all arrangements, and obtain all rights, permits and
licenses as may be required, for presentation of the Exhibition in each venue,
and in connection therewith, TEJI represents and warrants that all improvements
of each venue will be completed sufficiently in advance of the opening of the
Exhibition so as to permit the Exhibition to commence on the scheduled opening
date;

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

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

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

                           7.2.3 All didactic panels and Artifact labels.

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

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

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

                  7.4 Develop and implement a comprehensive admissions and sales
program, including ticket sales recorded by a computerized system, toll-free
telephone sales, media and sales blitzes, box office, group sales, and other
means to maximize attendance at the Exhibition.

                  7.5 Be responsible for the care and storage of the Artifacts,
including conservation inspections so as to protect the Artifacts from the
elements, extreme lighting, temperature, humidity, unauthorized photography,
filming or videotaping, or handling by unauthorized personnel in a manner that
could damage the Artifacts.

                  7.6 Provide full insurance coverage for the Artifacts as
indicated on Schedule A, but not to exceed Ten Million ($10,000,000) Dollars in
assessed valuation, from the time the Artifacts are shipped by RMST to TEJI
until they are returned to RMST.

                  7.7 Be responsible for the installation and de-installation of
the Artifacts in the Exhibition at each venue.
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                  7.8 Be responsible for all staffing and the daily operations
of the Exhibition.

                  7.9 Be responsible for the safety and security of the
Artifacts from the time the Artifacts are delivered by RMST to TEJI and until
returned to RMST.

                  7.10 Be responsible for all Artifact prepacking, packing,
handling, security, insurance, export and import customs charges and duties, and
the international transportation thereof from Semur en Auxois to TEJI and for
their subsequent return to RMST in Tokyo, Japan within thirty (30) days of the
end of the Exhibition Term.

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

                  7.12 Produce an Exhibition catalogue, which shall be sold at
the Exhibition's Merchandise Shop to be established at each Exhibition venue, it
being understood that the Exhibition Catalogue will be a customized version of
the book "Titanic - Legacy of the World's Greatest Ocean Liner" by Susan Wels,
with TEJI to provide approximately sixteen pages of material to be combined with
the existing book contents so as to customize the Book as an Exhibition
catalogue.

                  7.13 Produce a pre-recorded audio guide for the Exhibition.

                  7.14 Produce an audio-visual presentation for use solely in an
orientation theater in the Exhibition.

                  7.15 Grant RMST a right of first refusal for RMST to select
and obtain legal title to, at no cost, of fifty (50%) of all display cases,
theatrical pieces, didactic panels, models, lighting instruments, and other
display items that may be developed for the Exhibition, with such right of first
refusal to be exercised no later than the close of the Exhibition and with TEJI
to furnish RMST with an itemized list of the foregoing items, including the cost
thereof, within thirty (30) days of the opening of the Exhibition.

                  7.16 Produce color transparencies (the "Transparencies") of
each Artifact for use in connection with the marketing and promotion of the
Exhibition. TEJI shall provide one (1) original set of transparencies upon the
production thereof. RMST shall have the solely own the copyright to the
Transparencies.

                  7.17 All expenses incurred by TEJI in connection with the
foregoing shall be deemed to be a "Project Expense."

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

         9. Both parties acknowledge that TEJI will have the responsibility for
the design and construction of the Exhibition. In connection with these matters,
TEJI acknowledges that RMST has sought, and intends to continue to seek, to
preserve and promote the memory of the Titanic with dignity and respect, and
with due regard to Titanic's historical and maritime significance. 
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TEJI accordingly agrees that the Exhibition will be designed and constructed in
a manner that is consistent with RMST's desire to preserve and promote the
memory of the Titanic, as described above, and in a manner that will not
otherwise adversely reflect upon RMST. In furtherance of the foregoing, TEJI
will agree:

                           9.1 (a) The design and content of the Exhibition; (b)
         the content of all marketing, advertising and public relations
         materials; and (c) the content of the customized portions of the
         Exhibition catalogue and a pre-recorded audio tour of the Exhibition to
         be produced by TEJI, as provided elsewhere herein, shall all be subject
         to review and written approval in advance by RMST, which approval shall
         not be unreasonably withheld.

                           9.2 Upon reasonable request from RMST, TEJI will
         arrange for its key design and other specialist personnel to be
         available for meetings or discussions with representatives of RMST to
         review the progress of preparation of the Exhibition.

                           9.3 Upon reasonable request of RMST, TEJI will
         provide reasonable access for RMST representatives to observe the
         construction of the Exhibition.

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

         11. RMST shall be fully consulted about and shall participate in the
scheduling and details of all marketing, advertising and publicity activities
relating to the Exhibition. RMST shall cooperate and not unreasonably withhold
its consent to, or unreasonably refuse to participate in, promotional
activities. All expenses incurred by RMST in travelling to and from Japan in
connection with promotional appearances shall be a Project Expense. The parties
agree that a representative of RMST shall be present at the opening of each
Exhibition venue for promotional purposes.

         12. TEJI will agree to arrange for adequate space within the Exhibition
for a merchandise shop (the "Merchandise Shop"). The items of merchandise to be
sold at the Merchandise Shop relating to or depicting the Titanic shall be
subject to RMST's consent, which consent shall not be unreasonably withheld,
based upon RMST's desires to preserve and promote the memory of the Titanic with
dignity and respect, and with due regard to Titanic's historical and maritime
significance.



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         13. No merchandise derived from, related to or depicting the Artifacts
or underwater photography owned by RMST shall be offered for sale or sold
without the express written consent of RMST, and shall be subject to any
licenses or rights that RMST may grant to third parties. No merchandise related
to the Titanic shall be offered for sale or sold directly or indirectly by TEJI
through any outlet other than the Merchandise Shop during the Exhibition Term,
including, but not limited to, other retail outlets, direct marketing programs
conducted by mail, telemarketing, any public or proprietary on-line computerized
interactive information retrieval network or system (the "Internet"), or
otherwise, without the express written consent of RMST.

         14. Any Internet site used by TEJI to promote or advertise the
Exhibition shall include a reference, on the initial screen thereof, that the
Exhibition is presented in association with RMST, and shall contain a hypertext
link to RMST's internet site at the first reference to RMST. Any Internet site
used by RMST shall include a reference, on its "Events" page, that the
Exhibition is being presented, and shall contain a hypertext link to the
Internet site used by TEJI to promote or advertise the Exhibition.

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

         16. All ticket prices for the Exhibition shall be mutually agreed upon
by the parties.

         17. Subject to licenses or rights that have been granted or may be
granted by RMST, and further subject to RMST's consent, which consent shall not
be unreasonably withheld, RMST shall give TEJI access to photographs and video
footage relating to the recovery of Artifacts (the "Supporting Material") for
use in the Exhibition. Except for the sole purposes of producing an orientation
theatre presentation to be made pursuant to paragraph 7.14 hereof producing a
promotional reel of no greater than two (2) minutes to promote the Exhibition
(the "Promotional Work"), no television, video, film, music, photography or
other audio visual rights, including but not limited to, telecommunication
mediums such as the Internet, are granted by RMST to TEJI. The parties further
agree that the subject of the Promotional Work shall be limited to the
Exhibition, and that subject to RMST's prior written consent, a reasonable
portion of RMST's Supporting Material shall be made available for utilization in
the Promotional Work. All rights and title to photographs of the Artifacts and
RMST's Supporting Material shall be owned exclusively by RMST, and no rights or
interests therein are hereby conferred upon the TEJI except as expressly set
forth in this Agreement. The rights of TEJI to release or distribute the
Promotional Work to any third party shall be subject to RMST's written consent,
which consent shall not be unreasonably withheld.

         18. To the extent that TEJI obtains the names and/or addresses of the
purchasers of tickets or merchandise at the Exhibition, a list of such names and
addresses on a computerized format to be agreed upon shall be furnished to RMST.
Both parties shall have the right to use the list of such purchasers as they may
respectively determine thereafter, independent of, and without claims or rights,
of the other party hereto.
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         19. The parties agree:

         19.1 TEJI will indemnify, defend and hold harmless RMST, its
subsidiaries, parent companies, affiliates, agents, and assigns and their
respective agents, officers, employees, and directors, from and against any and
all losses, damages, liabilities, claims, demands, suits and expenses that RMST
may incur or be liable for as a result of any claim, suit or proceeding made or
brought against TEJI based upon, arising out of, or in connection with TEJI's
breach of any of its duties or obligations hereunder, or arising from any claims
that RMS Foundation/Queen Mary, a California not-for-profit corporation, or any
of its officers, directors or agents may have, directly or indirectly against
RMST with regard to the presentation and/or production of an exhibition of the
Artifacts in Japan.

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

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

         20. This agreement and, unless otherwise agreed to in writing, any
definitive agreement executed hereafter in accordance with paragraph 23 hereof,
will be made and shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of New York, USA, without
recourse to its conflict of laws principles. Any legal action or proceeding with
respect to this Agreement shall be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and, by execution and delivery of this Agreement, TEJI and RMST hereby accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. TEJI and RMST hereby irrevocably waive, in
connection with any such action or proceeding, (i) trial by jury, (ii) any
objection, including, without limitation, any objection to the laying of venue
or based on the grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any such action or proceeding in such respective
jurisdictions. If either party brings an action against the other to enforce any
condition or covenant of the Exhibition Agreement or for breach of its
obligations under the Exhibition Agreement, the prevailing party shall be
entitled to recover from the other party its court costs and reasonable
attorney's fees incurred in such action.

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

         22. TEJI expressly acknowledges it does not claim and represents and
warrants that it shall not claim to have any rights, title or interest in the
ownership of the Artifacts or any rights to possess the Artifacts during the
Exhibition Term in accordance with the provisions of this Agreement. TEJI agrees
to execute any documents as RMST shall request to reflect and protect RMST's
ownership interests in the Artifacts.

         23. This Agreement is preliminary to and shall be subject to the
execution of one or more definitive agreements, incorporating the terms and
provisions hereof and other and customary provisions consistent herewith, which
shall include, as may be reasonably requested by RMST, a structure for this
transaction that will minimize or eliminate the tax liabilities payable by RMST
in Japan or jurisdictions other than the United States with respect to the
activities, operations and division of revenues contemplated by this preliminary
agreement, and will further ensure that the Artifacts or other assets of RMST
will not be subject in Japan to claims of third parties. Without limiting the
generality of the foregoing, TEJI expressly acknowledges and agrees that this
structure may include the formation of a new corporation in Japan which will be
owned jointly, on a 50-50 basis, by RMST and TEJI, and TEJI agrees to make its
pro-rata share of any minimum capital contribution that is required under
Japanese law for the formation of such corporation.and will further ensure that
the Artifacts or other assets of RMST will not be subject in Japan to claims of
third parties.

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

                  If to RMST, addressed to:

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

                  If to TEJI:

                  Titanic Exhibition Japan Inc.
                  5-31-7 Kubo Building
                  Shinbashi, Minato-Ku
                  Tokyo, Japan 105
                  Fax No.: (03) 3432-0916
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All such notices shall be effective upon the delivery thereof to the addressee
in person or via telegraph, telex or facsimile, or if mailed, five (5) business
days after the deposit thereof in the mails. Any party may change their
respective addresses and fax numbers by giving notice as herein provided.

         25. The parties hereto agree to execute any additional documents, and
take such further action required to effectuate the intent and purposes of this
Agreement.

         26. This Agreement contains the entire agreement between the parties
and supersedes all prior agreements, understandings and writings between the
parties with respect to the subject matter hereof and thereof. Each party hereto
acknowledges that no representations, inducements, promises, or agreements, oral
or otherwise, have been made by any party which are not embodied herein, and
that no other agreement, statement or promise may be relied upon or shall be
valid or binding. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally. This Agreement may be amended or any
term hereof may be changed, waived, discharged or terminated by an agreement in
writing signed by all parties hereto.

         If the foregoing is acceptable, please signify your agreement thereto
by countersigning this letter in the space provided below. Many thanks.

                                                     Very truly yours,



                                                     Allan H. Carlin

AGREED TO AND ACCEPTED BY:

TITANIC EXHIBITION JAPAN INC.



By:
         Matt Taylor, President

AHC:cs