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                                 PROMISSORY NOTE



$72,367.00                                                       January 5, 1999

         For value received, George Tulloch, residing at 402 Riverside Drive,
Fairfield, Connecticut (the "Maker") promises to pay to the order of RMS
Titanic, Inc., a corporation organized and existing under the laws of the State
of New York, with its principal place of business at 17 Battery Place, New York,
New York 10004 (the "Payee") the principal sum of Seventy-Two Thousand Three
Hundred Sixty Seven and xx/100 Dollars, U.S., with interest payable at the rate
of eight (8%) percent per annum on the entire outstanding balance thereof until
the principal amount is paid in full.

         1. The entire unpaid principal balance plus accrued interest thereon
shall be due and payable in full February 29, 2000.

         2. Said payment of principal and payment of interest shall be payable
to Payee, at 17 Battery Place, Suite 203, New York, New York 10004, or at such
other address as Payee may in writing designate to Maker.

         3. The Maker shall have the right to prepay at any time without
penalty, premium or discount, all or any part of the principal sum remaining due
hereunder, together with interest thereon to the date of such prepayment.

         4. This Note is secured by a pledge of certain collateral (the
"Collateral") pursuant to a Security Agreement of even date herewith (the
"Security Agreement").

         5. The Maker shall be in default under this Note upon the happening of
any of the following events or conditions (the "Events of Default"):

            (a) Any default to make any payment when due under the this Note;

            (b) The Maker shall make an assignment for the benefit of creditors,
            or a trustee, receiver or liquidator shall be appointed for Maker or
            for any of its property;
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             (c) The commencement of any proceedings by the Maker under any
             bankruptcy, reorganization, arrangement of debt, insolvency,
             readjustment of debt, receivership, liquidation or dissolution law
             or statute, or the commencement of any proceedings without the
             consent of the Maker and such proceedings shall continue
             undischarged for a period of thirty (30) days;

             (d) The Maker shall default under the terms of the Security
             Agreement;

then, and in any such event, the Payee may declare the entire unpaid principal
amount of this Note and all interest and fees accrued and unpaid hereon to be
immediately due and payable, whereupon the same shall become and be forthwith
due and payable, without presentment, demand, protest or notice of any kind, all
which are hereby expressly waived by the Maker.

         8.  All notices and other communications provided for under this Note
shall be in writing (including telegraphic, telex, and facsimile transmissions)
and mailed or transmitted or delivered, if to the Maker, to George Tulloch, c/o
RMS Titanic, Inc., 17 Battery Place, New York, New York 10004 (Attn: George
Tulloch), or if to the Payee, to the address set forth in paragraph "2" hereof,
or, as to each such party, to such other address as shall be designated by such
party in a written notice to the other party complying as to delivery with the
terms of this paragraph. All such notices and communications shall be effective
upon the delivery thereof, or if mailed, two (2) business days after the deposit
thereof in the mails.

         9.  If any attorney brings suit to enforce or collect this Note, the
Maker shall be obligated to pay all court costs, disbursements and reasonable
attorneys fees in connection therewith.

         10. No failure or delay on the part of the Payee in exercising any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy hereunder. The rights and remedies provided herein are cumulative, and
are not exclusive of any other rights, powers, privileges, or remedies, now or
hereafter existing, at law or in equity or otherwise.

         11. If any provision of this Note shall be held invalid or
unenforceable, the remainder of this Agreement which can be given effect without
such invalid or unenforceable provision shall remain in full force and effect,
and the court having competent jurisdiction over the parties and the subject
matter shall be empowered to revise and/or construe said provisions of this Note
so as to accomplish the intention of the parties within the bounds of
permissible legal limits. If any provision is held invalid or


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unenforceable with respect to particular circumstances, it shall remain in full
force and effect in all other circumstances.

         12. This Note may not be changed or terminated orally, but only by an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

         13. The Maker hereby waives presentment for payment, demand, and notice
of nonpayment in connection with the enforcement of this Note.

         14. This Note shall be governed by and construed in accordance with the
laws of the State of New York.

                                           MAKER:



                                               /s/ George Tulloch
                                           ---------------------------------
                                               George Tulloch


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