THIS  AGREEMENT  made this 18th day of  April,  2000,  by and among RMS
TITANIC,  INC., a Florida  corporation  authorized  to transact  business in the
State of New York ("Purchaser"),  ARGOSY INTERNATIONAL, LTD. , a Grand Turks and
Caicos corporation  ("Seller") and GRAHAM JESSOP (hereinafter sometimes referred
to as "Shareholder").
                              W I T N E S S E T H :

         WHEREAS, Purchaser is in the business of salvaging ships that have been
sunk; and

         WHEREAS,  Seller is engaged in the business of consulting and
actually engaged in the salvaging of ships that have been sunk; and

         WHEREAS,  Seller desires to sell to Purchaser and Purchaser  desires to
acquire  from Seller  certain of its assets (the  "Intangible  Assets")  used in
connection with Seller's business.

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

                                        I

                              SALE AND ACQUISITION

         1.1 Sale and Acquisition of Intangible Assets. Seller hereby agrees and
does hereby sell and Purchaser hereby agrees and does hereby acquire from Seller
certain of Seller's  Intangible  Assets. The assets so acquired are set forth on
Exhibit A annexed  hereto.  Purchaser  does not acquire any further  assets from
Seller except as set forth on Exhibit A.


<PAGE>

         1.2  Non-Assumption  of Liabilities.  Purchaser shall not assume any of
the obligations or liabilities of Seller.

         1.3 Acquisition Price. Purchaser agrees and does hereby issue to Seller
600,000 shares of Purchaser's  common stock.  Said shares when issued,  shall be
validly issued, fully paid and non-assessable.

         1.4 Investment Letter.  Simultaneously  herewith,  Seller has signed an
investment  letter  that it will not sell any of its  shares  unless  there is a
registration statement with respect to such shares under ss. 5 of the Securities
Act of 1933, as amended, and such sale is subject to an exemption thereunder.

                                       II

                     SELLER'S REPRESENTATIONS AND WARRANTIES

         2. In order to induce  Purchaser to  consummate  the  transactions  set
forth in this agreement,  each of Seller and Shareholder represents and warrants
to Purchaser that:

                  2.1  Organization   and  Standing  of  Seller.   Seller  is  a
corporation  duly  incorporated  and  organized,  validly  existing  and in good
standing  under the laws of Grand Turks and Caicos.  Seller is  qualified  to do
business in each jurisdiction  where the nature of Seller's business requires it
to be so qualified.  Copies of the Certificate of Incorporation,  as amended, to
date and the  by-laws of Seller,  as amended  to date,  have been  delivered  to
Seller and are complete and correct as of the date of this agreement.

                  2.2  Subsidiaries  and  Affiliates.  Seller  does not have any
subsidiary corporation.  The business of Seller is conducted in its name. Seller
does not do business under any trade name or assumed name.

                                       2
<PAGE>

                  2.3  Solvency  and  Good and  Marketable.  Seller  is  solvent
whether  under any federal  bankruptcy  law or under the laws of Grand Turks and
Caicos.  The sale and transfer of the  Intangible  Assets by Seller to Purchaser
this  date  will  vest in  Purchaser  good  and  marketable  title,  free of any
encumbrance,  lien or security interest, or any claim whatsoever including,  but
not limited to, a claim that the sale and transfer of the  Intangible  Assets to
Purchaser is a fraudulent  conveyance.  The Purchase  Price paid by Purchaser to
Seller for the Intangible Assets is fair and valuable consideration.

                  2.4  Consummation  of  Transactions.  The  consummation of the
transactions  contemplated  by this agreement and the execution,  delivery,  and
performance  of this  agreement  do not  violate  any  provisions  of any law or
regulation  applicable to Seller; of the Articles of Incorporation or By-Laws of
Seller;  of any  order,  judgment,  or  decree  of  any  court  or  governmental
instrumentality;  or of any agreement,  indenture,  or other instrument to which
Seller is a party or by which it or its property may be bound; do not constitute
and will not with the passage of time or the giving of notice or both constitute
a default  under any such  agreement or  instrument;  and will not result in the
creation of any lien, charge,  security interest,  or other encumbrance upon any
of the Property.
                  2.5  Authority.  Seller has duly  adopted this  agreement  and
authorized  the  execution,  delivery,  and  consummation  of this  agreement in
accordance with the terms and conditions herein set forth.

                                       3
<PAGE>

                  2.6  Investment.  Six  Hundred  Thousand  (600,000)  shares of
Purchaser's  common stock are acquired for investment  and will not  distribute,
sell or in any way  dispose  of those  shares,  except  there is a  registration
statement  then in  effect  with  the  Securities  and  Exchange  Commission  in
accordance with ss. 5 of the Securities Act of 1933, as amended,  or there is an
exemption for registration under said Securities Act.

                 2.7 Sole Shareholder. Graham Jessop is the sole Shareholder of
Seller.

                                      III

                   PURCHASER'S REPRESENTATIONS AND WARRANTIES

         3. In order to induce Seller to consummate the  transactions  set forth
in this Agreement, Purchaser represents and warrants to Seller that:

                  3.1  Organization  and Standing of  Purchaser.  Purchaser is a
corporation  duly  organized and in good standing under the laws of the State of
Florida.  Except for  qualification  in the State of New York,  Purchaser is not
required to do business in any other jurisdiction.  Copies of the Certificate of
Incorporation,  as amended, to date and the by-laws of Purchaser, as amended, to
date,  have been delivered to Seller and are complete and correct as of the date
of this agreement.

                  3.2  Authority.  Purchaser  has  adopted  this  agreement  and
authorized  the  execution,  delivery  and  consummation  of this  Agreement  in
accordance with the terms and conditions herein set forth.

                                       4
<PAGE>

                 3.3 Issuance of Shares. The 600,000 shares being issued and
    delivered to Purchaser by Seller when issued, shall be validly issued, fully
    paid and non-assessable.
                                       IV

                                CLOSING DOCUMENTS

         4.1 Closing  Documents.  In order to effect the conveyances,  transfers
and  assignments  contemplated  by  this  Agreement,  Seller  has  executed  and
delivered  to  Purchaser  on the date hereof all such  deeds,  bills of sale and
other  documents or instruments of conveyance,  transfer,  or assignment as have
been deemed necessary or appropriate to vest in or confirm to Purchaser full and
complete  title  to all the  Property,  all of which  documents  are in form and
substance satisfactory to counsel for Purchaser.  Subsequent to the date hereof,
Seller will  execute and deliver  from time to time at the request of  Purchaser
all such further instruments of conveyance, assignment, and further assurance as
may reasonably be required in order to vest in and confirm to Purchaser full and
complete title to and the right to use and enjoy the Property.

                                        V

                             POST CLOSING COVENANTS

                   SALE BY PURCHASER OF ACQUIRED COMMON STOCK

      5.1. Transfer of Common Stock; Registration Covenants. Seller agrees:
                 (a) To  give  Purchaser  advance  written  notice  of  Seller's
intention to effect any of the Purchaser's Common Stock issued to Seller.


                                       5
<PAGE>

               (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 that transfer of the 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.

                  (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 Common Stock under the
         Securities  Act,  in  accordance  with  the  holder's  notice  and  the
         provisions of this section.


                                       6
<PAGE>


                  (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  Common  Stock  covered  by the
         opinion or no action letter in accordance with its terms.

Seller may not  transfer  its  shares of 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 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) The Purchaser  agrees that upon written  request by Seller
of the  Purchaser to register any of the shares of Common Stock issued to Seller
pursuant to this Agreement in accordance  with ss. 5 of the Securities  Act, the
Purchaser  shall, as  expeditiously  as possible,  use its best efforts to cause
such  registration   statement  covering  the  following  securities  to  become
effective:

                  (i) The shares of Common  Stock which the  Purchaser  has been
         requested to register  pursuant to this subsection (c), for disposition
         in accordance with the proposed method of disposition  described in the
         notice referred to in subsection (c);


                                       7
<PAGE>


to the  extent  requisite  to permit the  disposition  (in  accordance  with the
proposed  methods  thereof,  as  aforesaid)  by  Seller of such  securities.  No
security  to be  newly  issued  by the  Purchaser  or held by any  other  of the
security holders of the Purchaser shall be included in a registration  statement
filed pursuant to this subsection (c) and the Purchaser shall not file any other
registration  statement  under  the  Securities  Act  until  60 days  after  the
effective date of the  registration  statement filed pursuant to this subsection
(c).

                  (d)(i) The shares of Common  Stock of  Purchaser  acquired  by
Seller shall be acquired for his own account and for investment only,  without a
view to the "distribution", as that phrase has meaning under the Securities Act.
The restrictions  contained herein with respect to the shares of Common Stock of
Purchaser  issued to  Seller  shall be  subject  to the  restrictions  contained
herein.
                    (ii) Any certificate  representing  the shares of Common
Stock of Seller  issued by Purchaser  shall bear a legend in form and  substance
designated by the Purchaser  referring to the  investment  commitment  set forth
herein to the effect that the shares of Common  Stock to be  purchased  have not
been  registered  under the Act and that the  Purchaser  need not  recognize any
person,  firm or corporation  other than the holder of this option as having any
interest in such shares unless the  acquisition  thereof shall have been made in
compliance with the Act and the rules and regulations promulgated by the SEC.


                                       8
<PAGE>

         5.2 Inclusion of Permitted Shares.  During any consecutive twelve month
period  after two years from the date of this  Agreement  Seller  shall have the
right to request in writing that Purchaser file a registration statement on such
applicable form covering all or any part of the shares of Common Stock issued to
Seller,  provided  that (a) the total  number of shares to be  offered by Seller
shall not be less than  600,000  shares of  Seller's  acquired  common  stock of
Purchaser and (b) that Purchaser shall have the right to file such  registration
statement  on the basis of its  financial  data as at the end of its fiscal year
(unless  Seller in its request  for  registration  statement,  offers to pay the
accounting  fees  incurred  by  Purchaser  in  order to file  such  registration
statement based on financial data other than  Purchaser's  financial data at the
end of its then  fiscal  year) in which the request  for  registration  is made.
Purchaser  agrees to file such  registration  statement within five months after
the  end of its  then  fiscal  year;  to make  diligent  efforts  to  make  such
registration  statement to come effective as soon as practicable and to keep the
registration  statement  effective until the earlier of (a) ninety days from its
effective date or (b) the disposition of the shares therein  registered,  but in
no event less than the number of days, if any, required by law for delivery of a
prospectus in connection with such offering.  Other than underwriting  expenses,
if any, transfer taxes on any shares sold and SEC registration  fees thereon,  a
registration  statement filed pursuant to this  subsection  shall be Purchaser's
obligation and be at Purchaser's expense including all legal and accounting fees
and expenses.  Nothing to the contrary contained in this section notwithstanding
Purchaser's  obligation  shall  be  limited  to the  filing  of a  total  of two
registration statements.


                                       9
<PAGE>

         5.3 Graham  Jessop.  For the purpose of this  Article V, the  Purchaser
shall also include Graham Jessop if such Permitted  Shares are transferred  from
Seller to him.

         5.4 No Requirement of Registration  Statement.  Nothing to the contrary
contained in this Section V notwithstanding,  Purchaser shall not be required to
perform its undertakings  thereunder if counsel to Seller shall issue an opinion
in writing to Seller to the effect that the  inclusion  of such shares of Common
Stock in or the  filing of the  registration  statement  for such  Shares  which
Seller then shall be offered, and the sale, transfer or otherwise disposition by
Seller's  Shares is not required by Purchaser to file a  registration  statement
pursuant to the  Securities Act of 1933, as amended,  and the rules  promulgated
thereunder.

         5.5 Tender Offer.  If Purchaser makes an offer to holders of its shares
of  common  stock to  purchase  any of its  securities  pursuant  to an offer by
Purchaser,  Purchaser agrees that there shall be included in such offer Seller's
600,000 shares  acquired by it from Purchaser  pursuant to this  Agreement.  The
foregoing right shall expire three years from the date of this Agreement.

                                       VI

                           POST CLOSING COVENANTS RE:
                         COMPETITION AND NON-DISCLOSURE

         6.1 Covenant  Not to Compete.  Seller and its sole  Shareholder  Graham
Jessop,  acknowledges and agrees that the value to Purchaser of the transactions


                                       10
<PAGE>

set forth in this Agreement will be  substantially  diminished if Seller and its
sole  Shareholder  Graham  Jessop were to engage in the business of dealing with
the salvaging of sunk ships  throughout any country in the world for a period of
five years from the date hereof.  Each of Seller and its sole Shareholder Graham
Jessop  covenants  and agrees that for a period of five years  subsequent to the
date  hereof,  each of them (a) will not,  either  directly or  indirectly,  (i)
engage in the business of salvaging sunk ships  throughout the world;  (ii) have
any interest in (except ownership of a five percent (5%) or less interest in any
class of outstanding  securities listed on any national  securities  exchange or
actively  traded  in an  over  the  counter  market)  and  any  person,  firm or
corporation  that engages in the business of salvaging  sunk ships or (iii) have
an officer, director, manager, employee, agent, consultant, formal advisor of or
to, or lend any form of assistance  to, or solicit,  any other  person,  firm or
corporation  with respect to the salvaging of sunk ships,  or (b) in addition to
its obligations pursuant to this will not disclose any confidential  information
of Seller or Purchaser or it respective  affiliate  corporation  regarding  such
business  or  methods,  techniques  or  strategies,  trade  information,  sales,
customer  lists or any other  information  relating to the business of salvaging
sunk ships.

         6.2 Covenant of Non-Disclosure. Each of Seller and its sole Shareholder
Grapham Jessop will hold, and will cause its shareholders,  officers, directors,
employees,  agents,  managers,  consultants  and advisors,  unless  compelled to
disclose  by judicial or  administrative  process or in making any filings  with
governmental  entities with respect to the transactions  contemplated hereby or,
in the opinion of its counsel,  by other  requirements of law, all documents and


                                       11
<PAGE>

information concerning the other party furnished to it by such other party or by
its  representatives  in connection with the  transactions  contemplated by this
Agreement  (except to the extent that such information can be shown to have been
(i) previously known by the party to which it was furnished,  (ii) in the public
domain  through no fault of such party,  or (iii) later  lawfully  acquired from
other  sources by the party to which it was  furnished),  and neither party will
release or disclose such  information to any other person,  except its auditors,
attorneys,  financial  advisors,  bankers and other consultants and advisors who
need to know such information in connection with this Agreement.  Each of Seller
and its sole Shareholder  Graham Jessop agrees to hold in strict  confidence all
information  and documents with respect to the business of Purchaser,  including
without limitation those related to customer lists, marketing activities,  trade
secrets,  formulas,  know-how  and  technical  processes,  unless  compelled  to
disclose such information or documents by judicial or administrative process or,
in the  opinion of its  counsel,  by other  requirements  of law  (except to the
extent that such  information can be shown to have been (i) in the public domain
through no fault of it, or (ii) later  lawfully  acquired  from other sources by
it) and each of Seller and its sole  Shareholder  Graham Jessop will not release
or disclose  such  information  or  documents  to any other  person,  except its
auditors,  attorneys,  financial  advisors,  bankers and other  consultants  and
advisors who need to know such  information in connection  with this  Agreement,
each of whom shall be instructed to keep such  information  confidential  in the
manner set forth in this paragraph 6.2.


                                       12
<PAGE>

                                       VII

                                 INDEMNIFICATION

         7.1  Indemnification.  Each of  Seller  and  Shareholder,  jointly  and
severally,  shall indemnify and hold harmless Purchaser against and with respect
to:

                  (a) Any  damage or  deficiency  resulting  from any  breach of
warranty or  representation  made by Seller or  Shareholder in this Agreement or
from the  non-performance of any agreement or covenant to be performed by Seller
pursuant to this Agreement,  or from any  misrepresentation  in or omission from
any  certificate or other  instrument  furnished or to be furnished to Purchaser
pursuant to this Agreement.

                  (b) All judgments,  costs and reasonable  expenses  (including
attorney's fees) incurred in connection with or resulting from any action,  suit
or  proceeding  incident to any  liability,  damage or  deficiency in respect of
which  Seller  or  Shareholder  is  obligated  to  indemnify  and hold  harmless
Purchaser pursuant to the provisions of paragraph 7.1(a) of this Article VII.

                  (c) Purchaser shall give Seller and Shareholder written notice
within 20 days after receipt by Purchaser of any claims, demands, actions, suits
and proceedings threatened,  made or initiated against it on any matter to which
the  indemnity  provided  for in this  Article  VII  applies.  Any of  Seller or
Shareholder shall have the right, at its or his expense,  to defend such claims,
demands, actions, suits and proceeding,  using counsel of their own choosing. In
such case,  Purchaser shall have the right to be represented  therein at its own
expense.

         7.2 Termination of Indemnification  Liability.  The liability of Seller


                                       13
<PAGE>

and  Shareholder  under  subparagraphs  (a),  (b) and (c) of  Section  7.1 shall
completely terminate on December 31, 2002, except:

               (i) as to any claims, demands,  actions, suits and proceedings of
               which notice is given as required by subparagraph  (d) of Section
               7.1 prior thereto; and

               (ii) as to any liability  asserted or claimed  against  Purchaser
               for federal  income taxes and al other taxes,  federal,  state or
               local,  relating  to  Seller's  operations  prior  to the date of
               Closing.

            7.3 Reimbursement on Demand. Each of Seller and Shareholder,  or any
of them, shall reimburse Purchaser on demand, for any payment made by them or by
Purchaser  at any time  after the date of this  Agreement,  with  respect to any
liability,  obligation or claim to which the indemnity set forth above by Seller
and Shareholder relates.


                                      VIII

                                  MISCELLANEOUS

         8.1  Entire  Agreement.  This  Agreement  is the  entire  understanding
between  the parties  hereto and shall not be  modified,  changes or  terminated
except in writing, signed by the party against whom such modification, change or
termination is sought to be enforced.

         8.2 Governing Law. This Agreement  shall be governed in accordance with
the laws of the State of New York with respect to agreements  executed and fully
performed in such state.

                                       14
<PAGE>

         8.3  Binding  Effect.  This  Agreement  shall  inure and be  binding
on the successors and assigns of Seller and Purchaser.

         8.4   Assignment.   This Agreement shall not be assigned by Seller and
Purchaser.

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

                  (a) If to Purchaser:
                      17 Battery Place
                      New York, New York 10004
                      Tel. (212) 558-6300
                      Fax (212) 482-1912

                  (b) If to Seller:

                      c/o Graham Jessop
                      Cour Bizet
                      Point El'Eveque
                      France 14120
                      Tel. 33-231-648-164
                      Fax 33-231-647-838

                  (c) If to Shareholder:

                      Cour Bizet
                      Les Bas Fald
                      Point El'Eveque
                      France 14120
                      Tel. 33-231-648-164
                      Fax 33-231-647-838



                                       15
<PAGE>

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

         8.6 Counterpart. This Agreement may be executed in counterpart.

         8.7 Headings.  The headings of this Agreement or any paragraphs  hereof
are inserted only for the purpose of convenient reference,  and it is recognized
that  they  may not  accurately  or  adequately  describe  the  contents  of the
paragraphs  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.

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


                                            RMS TITANIC, INC.


                                            By
                                              ------------------------
                                                     President



                                            ARGOSY INTERNATIONAL, LTD.



                                            By
                                              ------------------------
                                                     President


                                            --------------------------
                                            GRAHAM JESSOP



                                       16
<PAGE>



                                    EXHIBIT A

                                Intangible Assets


<PAGE>




         5.1  Registration.  Purchaser  shall afford Seller the  opportunity  to
include any of its acquired shares  ("Permitted  Shares") of Purchaser's  common
stock in a  registration  statement  filed  with  the  Securities  and  Exchange
Commission ("SEC") under ss. 5 of the Securities Act of 1933, as amended,  if in
the opinion of counsel to Seller such  Seller's  shares can be sold,  pledged or
transferred  without  an order of the SEC  making  such  registration  statement
effective. The registration statement including the Permitted Shares shall be on
Form S-1, Form S-7 or any similar form in effect.  Such applicable  registration
statement  shall apply to a registration  statement  filed during the four years
from the date  hereof.  Seller  shall give notice in writing to Purchaser of any
such  proposed  filing of a  registration  statement on such form and  Purchaser
shall  advise  Seller in writing  within  fifteen  days from the receipt of such
written  notice  that  it  desires  to  include  the  Permitted  Shares  in such
applicable registration statement. Seller shall furnish all information required
by Purchaser  from inclusion in such  registration  statement,  which  statement
shall  not  contain  any  statement  which,  at the  time  and in  light  of all
circumstances  made,  is false or  misleading  with respect to any material fact
necessary  in order to make  the  statement  not  false  or  misleading.  If the
registration statement to be filed by Purchaser covers an underwritten offering,
the Seller may, as a condition to having its Permitted  Shares  included in such
registration  statement,  be required  to agree in writing  that Seller will not
sell, transfer or otherwise dispose of any of the shares to be registered within
ninety days of the effective  date of such  registration  statement  without the
consent  of  Purchaser,  provided  that  Purchaser  shall  agree  to  keep  such
registration  statement (and any other registration statement which includes any
of the Permitted  Shares)  effective for at least ninety days from the date when
Purchaser  is  able  to sell  his  said  shares  pursuant  to such  registration
statement.