STOCK PLEDGE AGREEMENT


     Agreement  (Purchase Stock Pledge Agreement) dated this day of March, 2002,
between RMS TITANIC,  INC. (Secured Party),  having its principal office at 3340
Peachtree Road,  Suite 1225,  Atlanta,  Georgia 30326 and ARGOSY  INTERNATIONAL,
LTD.  (Debtor),  having its  principal  office at P.O. Box 260,  Providenciales,
Turks and Caicos Islands, B.W.I.

                              W I T N E S S E T H :

     WHEREAS,  Debtor is indebted to Secured  Party in the amount of ONE MILLION
ONE HUNDRED  THOUSAND  ($1,100,000  U.S.) DOLLARS U.S., all in accordance with a
certain agreement (the Purchase Agreement) executed  contemporaneously  with the
execution of this Purchase Stock Pledge Agreement; and

     WHEREAS,  Secured Party  desires to have a security  interest in all of the
shares of common  stock of Secured  Party  owned of record and  beneficially  by
Debtor.

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

     1.  Definitions.  When used  herein,  the terms  set forth  below  shall be
defined as follow:

     (a)  Obligations  means all of the monies  owed by Debtor to Secured  Party
arising  out of the right of sale by  Secured  Party to Debtor of the issued and
outstanding shares of stock of Danepath, Ltd.


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     (b)  Collateral  means all the  shares of stock of Secured  Party  owned of
record and beneficially by Debtor as of the date of this Stock Pledge Agreement.

     (c) Event of  Default  means (i) any  default  with  respect  to payment or
performance of any of the  Obligations,  or (ii) the breach of any covenant made
by  purchaser  to  seller  as set  forth in the  Purchase  Agreement;  (iii) the
acceleration  of all monies due Secured  Party in  accordance  with the Purchase
Agreement,  or  (iv)  insolvency  of  any  of the  Debtor,  or (v) a  creditor's
committee  is  appointed  for the  business  of any of the  Debtor,  or (vi) the
assignment  for the benefit of creditors or a petition in  bankruptcy,  or for a
receiver or trustee for any or all  property or assets of any of the Debtor,  or
any such receiver or trustee shall have been appointed to any or all property or
assets of any of the Debtor,  or (vii) any of the above  actions or  proceedings
whatsoever are commenced by or against any of the Debtor, or (viii) a proceeding
is filed or  commenced  by or  against  any of the  Debtor  for  dissolution  or
liquidation,  or (ix) any of the Debtor dies (if any  individual) or voluntarily
or involuntarily terminates or dissolves or is terminated or dissolved.

     2.  Pledge of  Collateral.  To secure the payment  and  performance  of the
Obligations,  the Debtor hereby pledges,  assigns and transfers to Secured Party
and grants  Secured  Party a continuing  security  interest in and to all of the
Collateral.


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     3.  Representations  and  Warranties.  Debtor is the owner of the shares of
stock which is the subject  matter of the Collateral  owned by Debtor,  free and
clear of any claim. Such shares of stock were validly issued, and are fully paid
and non-assessable.

     4. General Covenants.

     (a)  Secured  Party  shall (i)  collect or protect  the  Collateral  or any
proceeds  thereof or give any notice with  respect  thereto;  (ii)  preserve the
rights  of any of the  Debtor  with  respect  to the  Collateral  against  prior
parties;  (iii) preserve rights against any parties to any instrument or chattel
paper which may be a part of the Collateral; (iv) sell or otherwise realize upon
the Collateral; or (v) seek payment from any particular source. Without limiting
the  generality of the  foregoing,  Secured Party shall not be obligated to take
any action in connection with any conversion,  call,  redemption,  retirement or
any other event relating to any of the Collateral.

     (b) After payment or part of Obligations,  Secured Party may, at its option
retain all or any  portion  of the  Collateral  as  security  for any  remaining
Obligations  and retain this  agreement  as evidence  of such  security.  Debtor
agrees to reimburse Secured Party on demand, for any amounts paid or advanced by
Secured Party for the purpose of preserving  the  Collateral or any part thereof
and/or any  liabilities or expenses  incurred by Secured Party as the transferee
or holder of the Collateral. Secured Party shall exercise reasonable care in the
custody and  preservation of the Collateral to the extent required by applicable
statute  and use its  best  efforts  to  take  such  action  as the  Debtor  may
reasonably  request in writing  but the  failure to do any such act shall not be
deemed to exercise reasonable care.


<PAGE>

     2. Rights and Remedies. Secured Party shall have, by way of example and not
of limitation,  the rights and remedies in subparagraph (a) of this paragraph at
all times prior to and/or after the  occurrence of an Event of Default and shall
have all the rights and remedies  enumerated  herein after the  occurrence of an
Event of Default.

     (a) Secured Party , may at its option and without notice: (i) transfer into
its name or the name of its nominee all or any part of the Collateral  including
stock, bonds and other securities; (ii) demand, sue for, collect and receive all
interest,  dividends,   including  liquidating  dividends,  and  other  proceeds
thereof,  and hold same as  security  for  payment  of  Obligations  or, if cash
proceeds,  apply same as payment  thereof;  (iii) notify any person obligated on
any of the  Collateral  of the security  interest of Secured  Party  therein and
request such person to make payment  directly to Secured Party,  or (iv) demand,
sue for,  collect or make any  settlement or  compromise  deems  desirable  with
respect to any of the Collateral.

     (b) If any Event of Default  shall occur,  then or at any time  thereafter,
while  such Event of Default  shall  continue,  Secured  Party may  declare  all
Obligations to be due and payable regardless of their terms, for the purposes of
this agreement, without notice, protest, presentment or demand, all of which are
hereby  expressly  waived by the Debtor.  At or after such time,  Secured  Party
shall have,  in  addition to any other  rights and  remedies  contained  in this


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agreement,  and  any  other  agreements,   guarantees,  notes,  instruments  and
documents  heretofore,  now or at any time or times  hereafter  executed  by the
Debtor,  and  delivered  to Secured  Party,  all of the rights and remedies of a
pledgee,  under law, including without limitation all of the rights and remedies
of a under the  Uniform  Commercial  Code in force in the State of Georgia as of
the date  hereof,  all of which  rights and remedies  shall be  cumulative,  and
non-exclusive, to the extent permitted by law.


                  6.   General.

     (a) Each  reference  hereto to Secured Party shall be deemed to include its
successors and assigns, and each reference to the Debtor and the undersigned and
any  pronouns  referring  thereto  as used  herein  shall  be  construed  in the
masculine,  feminine or neuter,  singular or plural, as the context may require,
and shall be deemed to include the heirs, administrators, legal representatives,
successors  and  assigns of the  undersigned,  all of whom shall be bound by the
provisions hereof.

     (b) No  delay  on the  part of  Secured  Party  in  exercising  any  rights
hereunder  or failure  to  exercise  the same shall  operate as a waiver of such
rights; no notice to or demand on any of the undersigned shall be deemed to be a
waiver of any  obligations of any of the  undersigned or of the right of Secured
Party to take  other or  further  action  without  notice or demand as  provided
herein.  In any event, no modification or waiver of the provisions  hereof shall
be effective  unless in writing and signed by Secured Party nor shall any waiver
be applicable except in the specific instance or matter for which given.

     (c)  The  undersigned   hereby  certifies  and  covenants  that  all  acts,
conditions  and things  required to be done and  performed  and to have happened

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precedent to the creation and issuance of this  agreement and to constitute  the
same the valid and legally  binding  obligation of the undersigned in accordance
with its terms, have been done and performed and have happened in due and strict
compliance with all applicable laws.


     (d) This agreement is and shall be deemed to be a contract entered into and
made  pursuant to the laws of the State of Georgia and shall in all  respects be
governed,  construed,  applied and enforced in accordance  with the laws of said
state, in the event that Secured Party brings any action  hereunder in any court
of record of Georgia or the Federal Government,  the Debtor consents and confers
personal  jurisdiction  over the Debtor by such court or courts and agrees  that
service of  process  may be made upon the  undersigned  by mailing a copy of the
summons to the Debtor in the manner  specified in paragraph 6(g) hereof;  and in
any action hereunder the undersigned waives the right to demand a trial by jury.

     (e)  Wherever   possible,   each  provision  of  this  Agreement  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law.
Should any portion of this  Agreement be declared  invalid for any reason in any
jurisdiction,  such declaration  shall have no effect upon the remaining portion
of this agreement. Furthermore, the entirety of this agreement shall continue in
full force and effect in all other  jurisdictions and said remaining portions of
this  agreement  shall  continue  in  full  force  and  effect  in  the  subject
jurisdiction  as if this  Agreement had been executed with the invalid  portions
thereof deleted.

     (f) The section headings are included for convenience only and shall not be
deemed to be a part of this Agreement.

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     (g) Any notice given by the undersigned shall be effective only upon actual
receipt by Secured Party, at Secured Party's  address.  Any notice Secured Party
may elect to give  hereunder  shall be deemed  to be given if  deposited  in the
United States mail, return receipt  requested,  postage prepaid and addressed to
the  undersigned  at the address  appearing  on the books and records of Secured
Party for the undersigned.

                                        RMS TITANIC, INC.

                                        By
                                        ------------------------------
                                            Arnie Geller, President



                                        ARGOSY INTERNATIONAL, LTD.


                                        By
                                        ------------------------------
                                           Graham Jessop, President



                  The undersigned, hereby acknowledges receipt of




     shares  of  common  stock  of RMS  Titanic,  Inc.,  which  constitutes  the
Collateral as hereinabove defined in paragraph 1(b).

                                        RMS TITANIC, INC.


                                        By
                                        -----------------------------
                                           Arnie Geller, President