EMPLOYMENT AGREEMENT
                              --------------------

         This  Employment  Agreement is effective as of the 4th day of February,
2002  ("Agreement")  and is made by and between  RMS  Titanic,  Inc.,  a Florida
corporation  ("Company"),  and Arnie Geller,  a resident of the State of Georgia
("Executive").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Company desires to employ Executive in accordance with the
terms and  conditions  contained  in this  Agreement  and  wishes to ensure  the
availability of the Executive's services to the Company;

         WHEREAS, the Executive desires to accept such employment and render his
services  in  accordance  with  the  terms  and  conditions  contained  in  this
Agreement;

         WHEREAS,  the  Executive  and the  Company  desire  to enter  into this
Agreement,  which will fully  recognize  the  contribution  of the Executive and
assure harmonious management of the Company's affairs.

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
covenants set forth in this  Agreement,  and intending to be legally bound,  the
Company and the Executive agree as follows:

1.       Term of Employment:
         ------------------

         (a)   Offer/Acceptance/Effective   Date.   The  Company  hereby  offers
employment to the Executive and the Executive hereby accepts  employment subject
to the terms and conditions set forth in this Agreement.

         (b) Term. The term of this  Agreement  shall commence on the date first
indicated  above  ("Effective  Date") and shall remain in effect for a period of
five (5) years thereafter ("Term").

2.       Duties:

         (a) General  Duties.  The  Executive  shall serve as the  President and
Chief Executive Officer of the Company with duties and responsibilities that are
customary  for  such  executives  and  any  other  duties  and  responsibilities
specifically assigned to him by the Board of Directors of the Company.

         (b)      Best  Efforts.  The  Executive  covenants  to use his best
efforts to perform his duties and  discharge  his  responsibilities  pursuant to
this Agreement in a competent, diligent and faithful manner.

                                       1
<PAGE>

         (c) Devotion of Time. The Executive shall devote  substantially  all of
his time, attention,  and energies during normal business hours to the Company's
affairs  (exclusive  of periods of sickness  and  disability  and of such normal
holiday and  vacation  periods as have been  established  by the  Company).  The
Executive  is  permitted  to  fulfill  his  duties  and  obligations  to various
foundations in which he serves as an officer and/or director.

3.       Compensation and Expenses:
         -------------------------

         (a) Base Salary.  For the  services of the  Executive to be rendered by
him under this  Agreement,  the Company  will pay the  Executive  an annual base
salary of $330,750 (the "Base Salary") which shall be subject to increase as set
forth in subsection (b) below.

                  The Base Salary  shall be  prorated  over the time period that
the Executive performs services under this Agreement in any calendar year during
which this Agreement  shall become  effective after January 1st thereof or shall
terminate before December 31st thereof.

                  The Company  shall pay the  Executive his Base Salary in equal
installments no less than semi-monthly.

                  The  Executive  shall  have the  right,  at his  election,  to
receive compensation in the form of the Company's common stock. Such stock shall
be valued for such  purposes at fifty  percent (50%) of the closing bid price of
the  Company's  common  stock as quoted on the OTC  electronic  bulletin  board,
NASDAQ or AMEX (or other  established  exchange)  as of the date of  Executive's
election. Such election may be for all or part of the Executive's  compensation.
The  Executive  shall give the Company  notice of his  election to exercise  his
option to receive common stock in lieu of cash compensation.

         (b)      Base  Salary  Adjustment.  The Base  Salary  shall be  subject
to a minimum  increase of five percent (5%) effective on each anniversary of the
Effective Date during the Term.

         (c)      Bonus. At the discretion of the Company's  Board of Directors,
Executive shall be entitled to receive quarterly, semi-annual or annual bonuses.

         (d) Expenses. In addition to any compensation received pursuant to this
Section  3, the  Company  shall  reimburse  the  Executive  for all  reasonable,
ordinary and necessary  travel,  entertainment  and other  expenses  incurred in
connection  with the  performance of his duties under this  Agreement,  provided
that the  Executive  properly  accounts  for such  expenses  to the  Company  in
accordance with the Company's policies and practices.

                                       2
<PAGE>

         (e) Subsidiary and Affiliate Payments.  In recognition of the fact that
during the course of the performance of his duties hereunder,  the Executive may
provide  substantial  benefits  to  the  Company's  subsidiaries  or  affiliated
companies,  the  Executive and the Company may at any time and from time to time
agree that all or any portion of the  compensation  due the Executive  hereunder
may  be  paid  directly  to  the  Executive  by one  or  more  of the  Company's
subsidiaries or affiliated companies.

         (f) Stock  Options.  The  Executive  or his assigns is  entitled  stock
options to purchase  500,000 shares of the common stock of the Company.  Options
to  acquire  500,000  shares of common  stock  shall be  immediately  vested and
exercisable.  The exercise price for all options granted to Executive  hereunder
shall be $0.40  per  share,  which is the  closing  price of such  shares  as of
February 1, 2002.  The options  shall have an exercise  period of ten (10) years
from the date of this Agreement and shall contain a cashless exercise provision.
The form of the option agreement is attached as Exhibit "A."

4.       Benefits:
         --------

         (a) Vacation.  For each  calendar  year during the Term,  the Executive
shall be entitled to four (4) weeks of vacation  (which  shall  accrue and vest,
except as may be  hereinafter  provided  to the  contrary,  on each  January 1st
thereof)  without loss of compensation or other benefits to which he is entitled
under this Agreement.

                  If the  Executive is unable to take all of his  vacation  days
during a year for which he becomes vested  therein,  then the Executive,  at his
sole  option,  may  elect to (i)  carry  over any  unused  vacation  to the next
calendar year to be used solely in that next year or (ii) receive an appropriate
pro rata  portion  of his Base  Salary  corresponding  to the year in which  the
vacation days vested.

                 The  Executive  shall take his  vacation  at such times as the
Executive  may select and the affairs of the Company or any of its  subsidiaries
or affiliates may permit.

         (b) Employer Benefit Programs. In addition to the compensation to which
the Executive is entitled pursuant to the provisions of Section 3 above,  during
the Term the Executive will be entitled to participate in any stock option plan,
stock purchase plan, pension or retirement plan, and insurance or other employee
benefit plan that is maintained at that time, by the Company for its  employees,
including  programs  of  life,   disability,   basic  medical  and  dental,  and
supplemental medical and dental insurance.

         (c) Automobile  Allowance.  During the term of this Agreement,  the
Company  shall  pay  Executive  up to  an  additional  $1,000  per  month  as an
automobile  allowance plus automobile  insurance to be applied to any automobile
expenses incurred by Executive.

                                       3
<PAGE>

5.       Termination:
         -----------

     (a)  Termination  for Cause.  The Company  may  terminate  the  Executive's
employment  pursuant to this  Agreement for cause upon the  occurrence of any of
the following events:

     (i)  the  Executive  is  convicted of a crime  involving  moral  turpitude,
          dishonesty, fraud, or any other crime relating to the Company; or

     (ii) the Executive engages in conduct that constitutes willful gross
         neglect or willful  gross  misconduct  in carrying out his duties under
         this  Employment  Agreement,  resulting,  in either  case,  in material
         economic harm to the Company,

     (iii)the Executive  otherwise  materially  breaches this Agreement and such
          breach once noticed is not cured by the Executive within thirty days

         Upon any  termination  for cause,  the Executive shall have no right to
compensation,   bonus,  severance,  or  other  reimbursement  pursuant  to  this
Agreement or otherwise.

         (b) Death or Disability.  This Agreement and the Company's  obligations
hereunder  will  terminate  upon the death or disability of the  Executive.  For
purposes of this Section 5(b),  "disability" shall mean that for a period of six
(6)  months  in  any  twelve  month  period,   the  Executive  is  incapable  of
substantially  fulfilling  the  duties  set forth in this  Agreement  because of
physical,  mental or emotional  incapacity  resulting  from injury,  sickness or
disease  determined  by an  independent  physician  mutually  acceptable  to the
Company and the Executive.  Upon any  termination of this Agreement due to death
or disability,  the Company will pay the Executive or his legal  representative,
as the case may be, his Base  Salary  (which may  include any accrued but unused
vacation  time) at such time  pursuant to Section  3(a) through the date of such
termination of employment (or, if terminated as a result of a disability,  until
the date upon which the disability  policy  maintained  pursuant to Section 4(b)
(ii) begins payment of benefits) plus any other compensation that may be due and
unpaid.

         (c) Voluntary Termination by Executive.  Prior to any other termination
of this Agreement,  the Executive may, on thirty (30) day's prior written notice
to the Company  given at any time,  terminate his  employment  with the Company.
Upon any such  termination,  the Company shall pay the Executive his Base Salary
at such time  pursuant to Section 3(a) through the date of such  termination  of
employment  (which  shall  include any vested and  accrued  but unused  vacation
time).

(d) Termination by Company Without Cause. If the Company terminates  Executive's
employment  for any reason  other than "Cause" as defined in Section 5(a) above,
Executive  shall be  entitled  to an  immediate  lump sum  payment  equal to the
cumulative  remaining Base Salary  payments  described in Section 3(a) due under
the remaining term of this Agreement. Executive may elect to take all or part of

                                       4
<PAGE>

such lump sum payment in common  stock,  which shall be valued for such purposes
as provided in Paragraph 3(a) herein. In no event will such payment be less than
299% of the Executive's Base Salary.


6.       Restrictive Covenants:
         ---------------------

         (a) Competition  with the Company.  The Executive  covenants and agrees
that,  during the Term of this  Agreement,  the Executive will not,  without the
prior written consent of the Company,  directly or indirectly (whether as a sole
proprietor,  partner,  stockholder,  director, officer, employee or in any other
capacity as principal or agent), compete with the Company.  Notwithstanding this
restriction,  Executive  shall be entitled to invest in stock of other competing
public companies so long as his ownership is less than five percent (5%) of such
company's outstanding shares.

         (b) Disclosure of Confidential Information.  The Executive acknowledges
that  during  his  employment  he will  gain and  have  access  to  confidential
information  regarding  the Company and its  subsidiaries  and  affiliates.  The
Executive  acknowledges that such confidential  information as acquired and used
by the Company or any of its  subsidiaries or affiliates  constitutes a special,
valuable  and unique  asset in which the Company or any of its  subsidiaries  or
affiliates,  as the case  may be,  holds a  legitimate  business  interest.  All
records,  files,  materials  and  confidential  information  (the  "Confidential
Information") obtained by the Executive in the course of his employment with the
Company  shall be deemed  confidential  and  proprietary  and shall  remain  the
exclusive  property of the Company or any of its subsidiaries or affiliates,  as
the case may be.  The  Executive  will  not,  except in  connection  with and as
required by his performance of his duties under this  Agreement,  for any reason
use for his own benefit or the benefit of any person or entity with which he may
be  associated,  disclose  any  Confidential  Information  to any person,  firm,
corporation,  association  or other entity for any reason or purpose  whatsoever
without the prior consent of the Board of Directors of the Company,  unless such
information  previously shall have become public knowledge  through no action by
or omission of the Executive.

         (c) Subversion,  Disruption or Interference. At no time during the term
of this  Agreement  shall the  Executive,  directly  or  indirectly,  interfere,
induce,  influence,  combine or conspire with, or attempt to induce,  influence,
combine or  conspire  with,  any of the  employees  of, or  consultants  to, the
Company to terminate their relationship with or compete with or ally against the
Company or any of its  subsidiaries  or  affiliates in the business in which the
Company or any of its subsidiaries or affiliates is then engaged in.

         (d)  Enforcement  of  Restrictions.  The parties  hereby agree that any
violation by Executive of the covenants  contained in this Section 6 will likely
cause  irreparable  damage to the Company or its subsidiaries and affiliates and
may, as a matter of course,  be restrained  by process  issued out of a court of
competent jurisdiction, in addition to any other remedies provided by law.

                                       5
<PAGE>

7.       Change of Control:
         -----------------

     (a) A " Change of  Control"  shall  mean the  occurrence  of any one of the
following events:

(i)      during  the term of this  Agreement,  three of the four  members of the
         Board of  Directors,  a majority as of the  Effective  Date,  no longer
         comprise a majority of the Board of Directors of the Company; or

(ii)     any "person," as such term is used in Sections 3(a)(9) and 13(d) of the
         Securities  Exchange Act of 1934, as amended  (other than the Executive
         or entities controlled by the Executive), becomes a "beneficial owner,"
         as such term is used in Rule 13d-3  promulgated  under that act, of 25%
         or more of the voting power of the Company; or

(iii)    all or  substantially  all of the assets or  business of the Company is
         disposed of pursuant to a merger,  consolidation  or other  transaction
         (unless  the  shareholders  of the  Company  immediately  prior to such
         merger,  consolidation or other transaction  beneficially own, directly
         or indirectly,  in substantially  the same proportion as they owned the
         voting power of the Company, all of the voting power or other ownership
         interests  of the  entity or  entities,  if any,  that  succeed  to the
         business of the Company);


         (b) The Company and Executive  hereby agree that if Executive is in the
employ of the  Company  on the date on which a Change  of  Control  occurs  (the
"Change of Control Date"), the Company will continue to employ the Executive and
the Executive will remain in the employ of the Company for the period commencing
on the  Change of  Control  Date and ending on the  expiration  of the Term,  to
exercise such  authority and perform such executive  duties as are  commensurate
with the authority  being  exercised and duties being performed by the Executive
immediately  prior to the Change of Control  Date. If after a Change of Control,
the Executive is requested,  and, in his sole and absolute discretion,  consents
to change his  principal  business  location,  the Company  will  reimburse  the
Executive for his relocation  expenses,  including  without  limitation,  moving
expenses,  temporary  living and travel  expenses for a time while  arranging to
move his residence to the changed  location,  closing costs, if any,  associated
with  the sale of his  existing  residence  and the  purchase  of a  replacement
residence at the changed  location,  plus an additional  amount  representing  a
gross-up of any state or federal  taxes  payable by Executive as a result of any
such  reimbursements.  If the Executive shall not consent to change his business
location,  the  Executive  may continue to provide the services  required of him
hereunder in Atlanta,  Georgia,  and the Company  shall  continue to maintain an
office for the Executive at that location commensurate with the Company's office
prior to the Change of Control Date.

                                       6
<PAGE>

         (c) During the  remaining  Term after the Change of Control  Date,  the
Company will (i) continue to honor the terms of this  Agreement,  including Base
Salary and other  compensation set forth in Section 3 hereof,  and (ii) continue
employee  benefits  as set forth in  Section 4 hereof at levels in effect on the
Change of Control  Date (but  subject to such  reductions  as may be required to
maintain  such  plans in  compliance  with  applicable  federal  law  regulating
employee benefits).

         (d) If during the remaining Term on or after the Change of Control Date
there shall have occurred a material  reduction in Executive's  compensation  or
employment  related benefits,  elimination of the Executive's office in Atlanta,
Georgia,  a  material  change  in  Executive's  status,  working  conditions  or
management responsibilities,  or a material change in the business objectives or
policies of the  Company and the  Executive  voluntarily  terminates  employment
within  ninety  (90)  days of any such  occurrence,  or the last in a series  of
occurrences,  then the  Executive  shall be entitled to receive,  subject to the
provisions of subparagraphs  (e) and (f) below, a lump-sum cash payment equal to
299% of  Executive's  current Base Salary in addition to any other  compensation
that may be due and owing to the Executive under Section 3 hereof.

         (e) The amounts payable to the Executive  under any other  compensation
arrangement  maintained by the Company which became payable after payment of the
lump-sum  provided for in paragraph  (d), upon or as a result of the exercise by
Executive  of rights which are  contingent  on a Change of Control (and would be
considered  a  "parachute   payment"  under  Internal   Revenue  Code  280G  and
regulations  thereunder)  shall be reduced to the extent  necessary so that such
amounts,  when added to such lump-sum do not exceed 299% of the Executive's Base
Salary (as computed in accordance with  provisions of the Internal  Revenue Code
of 1986, as amended and any regulations  promulgated thereunder) for determining
whether the Executive has received an excess parachute payment.  Any such excess
amount shall be deferred and paid in the next tax year.

         (f) In the event of a proposed  Change in  Control,  the  Company  will
allow the  Executive to  participate  in all meetings and  negotiations  related
thereto.

8. Assignability: The rights and obligations of the company under this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
the  Company,  provided  that such  successor  or assign  shall  acquire  all or
substantially  all of the assets and business of the company.  The Executive may
assign  his  rights to  compensation  under  this  agreement  to a  corporation,
partnership or trust controlled by the Executive.

9.  Severability:  If any provision of this Agreement is deemed to be invalid or
unenforceable or is prohibited by the laws of the state or jurisdiction where it
is to be performed,  this  Agreement  shall be  considered  divisible as to such
provision and such provision  shall be inoperative in such state or jurisdiction
and shall not be part of the consideration  moving from either of the parties to
the  other.  The  remaining  provisions  of this  Agreement  shall be valid  and
binding.

                                       7
<PAGE>

     10.  Notice:  Notices given  pursuant to the  provisions of this  Agreement
shall be sent by certified mail, postage prepaid,  or by overnight  courier,  or
telecopier to the following addresses:

                  To the Company:   901 Chestnut Street
                                    Suite A
                                    Clearwater, FL 33756

                  To the Executive: 3340 Peachtree Road, N.E.
                                    Suite 1225
                                    Atlanta, GA  30326

                  Either  party  may,  from  time to time,  designate  any other
address  to which any such  notice to it or him shall be sent.  Any such  notice
shall be deemed to have been  delivered  upon the  earlier of actual  receipt or
four days after deposit in the mail, if by certified mail.

11.  Indemnification:  The  Company  and  the  Executive  acknowledge  that  the
Executive's services as an officer of the Company exposes the Executive to risks
of  personal   liability  arising  from,  and  pertaining  to,  the  Executive's
participation  in the  management  of the  Company.  The Company  shall  defend,
indemnify and hold harmless the Executive from any actual cost,  loss,  damages,
attorneys' fees, or liability  suffered or incurred by the Executive arising out
of, or connected  to, the  Executive's  services as an officer of the Company or
any of its current, former, or future subsidiaries to the fullest extent allowed
by law. The Company will not have any  obligation  to the  Executive  under this
section  for any loss  suffered  if the  Executive  voluntarily  pays,  settles,
compromises, confesses judgment for, or admits liability with respect to without
the  approval  of the  Company.  Within  thirty  (30) days  after the  Executive
receives notice of any claim or action which may give rise to the application of
this section,  the Executive  shall notify the Company or its counsel in writing
of the claim or action with a copy thereof.  The  Executive's  failure to timely
notify the  Company of the claim or action will  relieve  the  Company  from any
obligation to the Executive  under this section.  The Executive will  reasonably
assist the Company in the defense of any action.  The Company will not indemnify
Executive  for any  intentional  acts or  misconduct  engaged  in by  Executive,
including,  but not limited to, any acts which could result in cause termination
pursuant to section 5(a), above.

12.      Miscellaneous:
         -------------

     (a) Governing  Law. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia.

     (b) Waiver/Amendment. The waiver by any party to this Agreement of a breach
of any provision hereof by any other party shall not be construed as a waiver of
any  subsequent  breach by any party.  No  provision  of this  Agreement  may be
terminated,  amended,  supplemented,   waived  or  modified  other  than  by  an
instrument in writing  signed by the party against whom the  enforcement  of the
termination, amendment, supplement, waiver or modification is sought.

                                       8
<PAGE>

     (c)  Attorneys'  Fees.  In the  event  any  action  is  commenced,  for the
enforcement  of this  Agreement,  the  prevailing  party  shall be  entitled  to
reasonable attorneys' fees, costs and expenses.

     (d) Entire  Agreement.  This  Agreement  represents  the  entire  agreement
between the parties with respect to the subject  matter  hereof and replaces and
supersedes any prior agreements or understandings  except as it relates to stock
options previously authorized for Executive.

     (e)  Counterparts.  This Agreement may be executed in counterparts,  all of
which shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the Company and the Executive have duly executed this
Employment Agreement as of the date first above written.

                                    COMPANY:

                                    RMS TITANIC, INC.
------------------------------


                                    By:
                                       -----------------------------------------
                                    Print:
                                          --------------------------------------
                                    Its:
                                        ----------------------------------------


                                    EXECUTIVE:
------------------------------


                                    Print:
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