AGREEMENT  ("Agreement")  made this 2nd day of April,  2002, by and between
RMS TITANIC, INC. (hereinafter called "Seller"),  a Florida corporation,  ARGOSY
INTERNATIONAL,  LTD. (hereinafter called "Purchaser"),  a Grand Turks and Caicos
Islands corporation,  GRAHAM JESSOP (hereinafter called "Jessop"), an individual
whose address is Grand Turks and Caicos Islands and DANEPATH, LTD., (hereinafter
called "Corporation"), a United Kingdom corporation.

                              W I T N E S S E T H :

     WHEREAS,  Seller  owns the  issued and  outstanding  shares  ("Shares")  of
Corporation; and

     WHEREAS, Purchaser desires to purchase the Shares from Seller, and,

     WHEREAS,  Jessop  and  Corporation  desire to bind  themselves  to  certain
obligations subsequent to the signing of this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
contained, the parties agree as follows:

     1. Sale of Shares.  Subject to the terms and conditions of this  Agreement,
Seller hereby sells,  assigns,  and transfers the Shares to Purchaser,  free and
clear of any lien, charge or encumbrance of whatsoever nature.

     2. Purchase Price. Subject to the terms and conditions of this Agreement in
reliance on the  representations,  warranties and agreements of Seller contained
herein, and in further consideration of the sale, assignment and delivery of the
Shares, in full payment thereof,  Purchaser agrees and does hereby pay to Seller
and Seller agrees to and does hereby accept the aggregate sum of ONE MILLION TWO
HUNDRED THOUSAND ($U.S.1,200,000) U.S. DOLLARS (the "Purchase Price").

     (a) Payment of Purchase Price. The Purchase Price shall be paid as follows:

     (i) ONE HUNDRED  THOUSAND  ($U.S.100,000)  U.S.  DOLLARS on signing of this
binding agreement;

                                       1
<PAGE>

     (ii) TWO HUNDRED  THOUSAND  ($U.S.200,000)  U.S.  DOLLARS  shall be paid by
Purchaser to Seller three months from the date hereof (the "First Installment");

     (iii) TWO HUNDRED  THOUSAND  ($U.S.200,000)  U.S.  DOLLARS shall be paid by
Purchaser to Seller six months from the date hereof (the "Second Installment");

     (iv) The  balance,  to wit,  SEVEN  HUNDRED  THOUSAND  ($U.S.700,000)  U.S.
DOLLARS shall be paid in full one year from the date of this Agreement.

Interest on the outstanding  obligation shall accrue at the rate of 8% per annum
and shall be paid,  together with the First  Installment and Second  Installment
and at maturity.

     (b) Alternative Payment.

     (i)  Seller  has the right to  substitute  for the  Second  Installment  of
$200,000 with interest by exercising an option during a period commencing on the
date of the proposed agreement and ending on the tenth day prior to the due date
of the Second  Installment,  to wit,  six months from the date hereof to acquire
from  Purchaser  20% of the issued and  outstanding  Shares of common  stock and
other securities,  owned beneficially and of record by Purchaser of a company to
be  acquired by merger or other legal  mechanism  of a new company  (hereinafter
referred to as a publicly traded company  "Newco").  Purchaser shall not pre-pay
the Second Installment.

     (ii)  Notwithstanding  anything  contained in this paragraph 3, at any time
within two years from the date hereof,  Purchaser shall have the right to demand
on Seller  for  Seller to  transfer  to  Purchaser  50% of such  shares of Newco
acquired by Seller pursuant to subparagraph 2(b)(i) for the sum of $500,000.

     (iii) Notwithstanding anything to the contrary,  Purchaser shall be given a
proxy to vote Seller's Newco shares so acquired.

                                       2
<PAGE>

     3. Seller's and the Corporation's  Representations  and Warranties.  Seller
and the Corporation,  jointly and severally,  represent and warrant to Purchaser
as follows:

     (a) Organization.

          (i) Seller was incorporated under the laws of the State of Florida and
     has been duly organized and is in good standing under the laws of the State
     of Florida.

          (ii) The  Corporation  was  incorporated  under the laws of the United
     Kingdom and was  organized  and is in good  standing  under the laws of the
     United Kingdom.

     (b)  Qualification.  Seller and the  Corporation,  jointly and by virtue of
each of its  activities  and business is not qualified to do any business in any
state or other jurisdiction,  except that the Seller is duly qualified under the
laws of the States of Georgia, Florida and New York.

     (c) Financial Statements.  Seller has previously delivered to Purchaser its
financial  statements  for  Corporation  consisting of the income  statement and
balance  sheet,  as at February  28, 2001,  and  November 31, 2001.  The balance
sheets are true and correct and presents a fair and accurate presentation of the
financial  condition  and assets and  liabilities  (whether  accrued,  absolute,
contingent,  or  otherwise)  of the  Corporation  as of  the  dates  thereof  in
accordance  with  generally  accepted  principles  of  accounting  applied  on a
consistent basis.

     (d) Conduct of Business.  Corporation  is engaged in chartering of the ship
"Explorer". The Corporation engages its business in accordance with law.

     (e)  Injunction.  Neither the Seller nor the  Corporation is subject to any
injunction prohibiting the transactions set forth in this Agreement.

     (f)  Undisclosed  Liabilities.  Except to the extent  reflected or reserved
against in the November 31, 2001 balance  sheet of the  Corporation,  as of that
date, the Corporation  had no liabilities or obligations of any nature,  whether
absolute,  accrued,  contingent,  or otherwise and whether due or to become due.
Furthermore,  Seller does not know or have any reasonable  ground to know of any
basis for the assertion  against the  Corporation of any liability or obligation
as of November 31, 2001,  of any nature or in any amount not fully  reflected or
reserved against in the November 31, 2001 balance sheet.

                                       3
<PAGE>

     (g) Absence of Certain  Change.  The  Corporation has not since the balance
sheet as of November 31, 2001:

     (i) Suffered any material  adverse change in financial  condition,  assets,
     liabilities, business, or prospects;

     (ii) Paid any claim or discharged or satisfied any lien or  encumbrance  or
     paid or satisfied any liability (whether absolute, accrued,  contingent, or
     otherwise) other than liabilities  shown or reflected in the  Corporation's
     November 31,2001,  balance sheet or liabilities incurred since November 31,
     2001, in the ordinary course of business and consistent with past practice;

     (iii) Permitted or allowed any of its assets, tangible or intangible, to be
     mortgaged, pledged, or subjected to any liens or encumbrances.

     4. Purchaser's  Representations  and Warranties.  Purchaser  represents and
warrants to Seller that:

     (a)  Organization.  Purchaser has been  incorporated  under the laws of the
Grand Turks and Caicos  Islands and was organized in  accordance  with and is in
good standing in said jurisdiction.

     (b) Corporate  Power.  Purchaser  has the corporate  power and authority to
carry on its business as presently being conducted.

     5. Survival of Representations; Indemnification.

     (a)  Survival of  Representations.  All  representations,  warranties,  and
agreements  made by any party in this Agreement or pursuant hereto shall survive
the execution and delivery hereof and any  investigation  at any time made by or
on behalf of any party.

                                       4
<PAGE>

     (b)  Indemnification.  Seller,  jointly and severally,  agrees to indemnify
Purchaser  and hold it  harmless  from and in respect of any  assessment,  loss,
damage,  liability,  cost and expenses (including without limitation,  interest,
penalties,  and  reasonable  attorneys'  fees)  in  excess  of  $10,000  in  the
aggregate,  imposed upon or incurred by Purchaser  (including  the  Corporation)
resulting  from any breach of any  agreement,  representation,  or  warranty  of
Seller. The assertion by Purchaser of its rights to  indemnification  under this
subparagraph  (b) shall not  preclude  the  assertion  by Purchaser of any other
rights or the seeking of any other remedies against Seller.

     6. Delivery by Seller. Seller has delivered to Purchaser:

     (a) The  certificate or  certificates  representing  the Shares endorsed in
blank  and  otherwise  in form  acceptable  for  transfer  on the  books  of the
Corporation with any necessary transfer tax stamps.

     (b)  All  contracts,  minutes  books,  stock  books,  stock  ledger  books,
accounting books and any records of Corporation.

     (c) A general release signed by Purchaser and delivered to Seller releasing
all obligations owed by Seller to Purchaser.

     (d) A  general  release  by the  Seller  and  delivered  to  Purchaser
releasing all the obligations owed by the Corporation to Seller.

     (e) Resignation of all directors of Corporation.

     7. Collateral.  As collateral for the balance of the obligations to be owed
by Purchaser to Seller:

     (a)  A  first  mortgage  lien  on  the  vessel   "Explorer"  owned  by  the
Corporation;

     (b) A pledge  pursuant  to pledge  agreement  whereby  Purchaser  grants to
Seller a first  security  interest  in all the common  stock of Seller  owned of
record by Purchaser.

                                       5
<PAGE>

     8. The Corporation's Debt. The Seller owes the Corporation  $240,000.  Said
installment shall be paid as follows:

     (a) The first  installment  of $200,000 to be paid by  Purchaser to Seller.
See subparagraph 2(a)(ii); and

     (b)  The  remaining  $40,000  shall  be paid by  reducing  the  outstanding
principal  balance of $40,000 owed by Purchaser to Seller  pursuant to paragraph
2(a)(iv).

     9.  Post  Closing  Obligations  of  Jessop  and  Corporation.   Jessop  and
Corporation  shall be the  exclusive  "co-expedition"  leaders for all  Seller's
expeditions for a period of five years.

     10. Post-Closing Covenants;  Registration Covenants.  Purchaser agrees that
with  respect  to the  shares of stock of  Newco,  being  transferred  to Seller
pursuant to paragraph 2(b) of this Agreement, Seller agrees:

          (a) To give Newco and  Purchaser  advance  written  notice of Seller's
     intention to effect any of Newco's common stock or other securities  issued
     to Seller pursuant to paragraph 2(b).

          (b) That said  notice must detail the  circumstances  of the  proposed
     transfer and be accompanied by a written  opinion of Seller's legal counsel
     regarding whether the transfer of the Newco common stock must be registered
     under ss. 5 of the Securities Act of 1933, as amended (" Securities  Act").
     If the opinion is that registration is required,  the notice must include a
     demand  that the  Purchaser  effects a  registration.  Upon  receipt by the
     Purchaser of any such notice, the following provisions shall apply:

     (i)  Immediately  upon  receiving the notice,  the  Purchaser  will ask its
counsel to render a written  opinion  regarding the  necessity of  registration,
copies of which the  Purchaser  will furnish the holder and its counsel.  If the
Purchaser's  counsel  fails to render  its  opinion  within  twenty  days of the
Purchaser's  request,  the Purchaser will proceed as if its counsel had rendered
an opinion concurring with the opinion of the holder's counsel.

                                       6
<PAGE>

     (ii) If the opinion of both  counsel is that the  proposed  transfer may be
effected without registration,  the holder will thereupon be entitled to proceed
with the transaction in accordance with his or her notice to the Purchaser.

     (iii)  If  counsel's  opinion  is that  the  proposed  transfer  may not be
effected without registration, the Purchaser will use its best efforts to effect
registration  of the shares of Newco common stock under the  Securities  Act, in
accordance with the holder's notice and the provisions of this section.

     (iv) If, however,  the opinion of the Seller's counsel is that registration
is not required and the Purchaser's  counsel does not concur,  Seller's  counsel
may submit the question to the staff of the Securities  and Exchange  Commission
(the "SEC").  If the staff of the SEC issues a favorable  "no-action"  letter or
advisory opinion with respect to the transaction, Seller's counsel will promptly
furnish a copy thereof to the  Purchaser and its counsel.  Seller's  counsel may
thereupon  transfer the shares of the Newco common stock  covered by the opinion
or no action  letter in accordance  with its terms.

Seller may not transfer its shares of Newco common stock until (x) the favorable
opinions of counsel referred to in subparagraph (a)(ii) have been given; (y) the
registration  of the shares of Newco  common stock  referred to in  subparagraph
(a)(iii) has been effective,  or (z) the favorable advisory opinion or no-action
letter referred to in subparagraph (a)(iv) has been received.

          (c) Notwithstanding  anything to the contrary contained herein, if the
     shares  acquired by Seller from  Purchaser  of Newco  shares are not freely
     available  to sell,  then  Seller  shall  have the  right  to  include  any
     percentage of its shares of Newco in any registration statement to be filed
     with  the  Securities  and  Exchange  Commission  pursuant  to ss. 5 of the
     Securities  Act of 1933.  Said  rights may be  limited  by the  underwriter
     selling such shares of Newco to the public  provided that the other selling
     shareholders  of  Newco  shall  proportionally  reduce  its  shares  in the
     registration  statement  to be  filed  with  the  Securities  and  Exchange
     Commission.

                                       7
<PAGE>

          11. Miscellaneous.

     (a) Entire Agreement.  This Agreement is the entire  understanding  between
the parties hereto.  Neither of the parties hereto has made any  representation,
warranty, promise, covenant or undertaking other than set forth herein.

     (b) Waiver and Modification. Neither the Seller nor Purchaser may waive any
of the provisions of this  Agreement  unless in writing or modify any provisions
of the Agreement.  This Agreement shall not be modified,  changed or terminated,
except in writing, signed by the party against whom such modification, change or
termination is sought to be enforced.

     (c) Payment of Fees and Expenses.  Each party hereto shall pay all fees and
expenses of such party's respective counsel,  accountants, and other experts and
all  other  expenses  incurred  by  such  party  incident  to  the  negotiation,
preparation  and  execution  of  this  Agreement  and  the  consummation  of the
transaction  contemplated  hereby,  except  that  the  Seller  shall  pay all of
Purchaser's legal fees and expenses with respect to the negotiation, preparation
and closing of this Agreement.

     (d) Remedies. Nothing contained herein is intended to or shall be construed
to limit the remedies which either party may have against the other in the event
of a breach of or  default  under this  Agreement,  it being  intended  that any
remedies shall be cumulative and not exclusive.

     (e)  Cooperation.  Seller and Purchaser  shall cooperate in connection with
the transactions contemplated herein.

     (f) Notices. All notices, requests and other communications shall be deemed
duly given if mailed, postage prepaid,  registered or certified,  return receipt
requested,  addressed  to the parties  below as follows or VIA  FACSIMILE to the
parties at their fax numbers set forth below:

                           If to Seller:

                           3340 Peachtree Road
                           Suite 1225
                           Atlanta, Georgia 30326

                                       8
<PAGE>


                           If to Purchaser:

                           P.O. Box 260
                           Providenciales
                           Turks and Caicos Islands, B.W.I.


or to such other  address or fax number as either party may give by  appropriate
notice.

     (g) Counterpart. This Agreement may be executed in counterpart.

     (h)  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of Georgia with respect to  agreements  wholly  executed and  performed in
such state.

     (i)  Headings.  The headings of this  Agreement or any sections  hereof are
inserted only for the purpose of convenient reference, and it is recognized that
they may not  accurately  or  adequately  described the contents of the sections
which they head.  Such headings shall not be deemed to limit,  cover,  or in any
way affect the scope,  meaning or intent of this  Agreement  or any part hereof,
nor shall they otherwise be given any legal effect.

                                       9

<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

                                             RMS TITANIC, INC.

                                             -------------------------
                                             By


                                             ARGOSY INTERNATIONAL, LTD.

                                             -------------------------
                                             By

                                             DANEPATH, LTD.

                                             -------------------------
                                             By

                                             GRAHAM JESSOP

                                             -------------------------
                                             An individual





                                       10