AGREEMENT ("Modification  Agreement"),  modifying the agreement dated April
2, 2002 (the  "Agreement"),  as  modified  by an  agreement  dated April 4, 2002
(hereinafter  collectively  referred to as the "Agreement"),  among 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
the "Corporation"), a United Kingdom corporation.

                              W I T N E S S E T H :

     WHEREAS, pursuant to the Agreement,  Seller sold the issued and outstanding
shares of the Corporation to Purchaser; and

     WHEREAS,  the  parties  to the  Agreement  desire to  modify  the terms and
provisions of the Agreement.

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

     FIRST:  The  provisions of paragraph 2 of the Agreement are hereby  deleted
and of no further force and effect,  except that the parties hereto  acknowledge
that  Purchaser has paid Seller  $100,000 on signing of the  Agreement,  to wit,
April 2, 2002. Paragraph 2 of the Agreement shall read as follows:

     2. Modified  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   FIVE   HUNDRED   THOUSAND
     ($U.S.1,500,000)  U.S.  DOLLARS  (the  "Purchase  Price").  Payment  of the
     Purchase Price shall be paid as follows:

     (a) ONE  HUNDRED  THOUSAND  ($U.S.100,000)  U.S.  DOLLARS  has been paid on
     signing of the Agreement on April 2, 2002; and

     (b)  The  balance  after  taking  into  account  paragraph  THIRD  of  this
     Modification  Agreement the sum of ONE MILLION ONE HUNDRED  SIXTY  THOUSAND
     ($U.S.1,160,000) U.S. DOLLARS; and

     (c) The balance of ONE MILLION FOUR HUNDRED THOUSAND  ($U.S.1,400,000) U.S.
     DOLLARS  shall be paid in full six  months  from the date  hereof,  to wit,

<PAGE>

     October 2, 2002 and the balance  shall bear  interest at the rate of 8% per
     annum,  and shall be paid together with the payment of the balance.  If the
     principal balance is not paid, interest shall accrue at the rate of 12% per
     annum.

          SECOND:  The provisions of subparagraph  (b) of paragraph 2 are hereby
     deleted and of no further force and effect.

          THIRD:  The  provisions  of  paragraph 8 of the  Agreement  are hereby
     deleted  and of no  further  force and effect  and the  following  shall be
     substituted:

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

     (a) On the payment of the balance of the Purchase Price six months from the
     date hereof,  Purchaser  shall pay on behalf of Seller the sum of $200,000.
     The Corporation  acknowledges  that Seller has no further  obligation to it
     for said  $200,000  payment.  Said  amount  shall be deemed a credit of the
     Purchaser; and

     (b)  The  remaining  $40,000  shall  be  paid  by  reducing  the  remaining
     outstanding principal balance of $1,200,000 to $1,160,000.

          FOURTH:  The  provisions  of paragraph 9 of the  Agreement  are hereby
     deleted and are of no further force and effect.

          FIFTH: (a) Except as modified  herein,  Agreement is in full force and
     effect.

          (b) The purchase stock pledge  agreement and the mortgage  referred to
     in paragraph 7 of the  Agreement  is in full force and effect,  except that
     the  mortgage  and the  purchase  stock  pledge  agreement  is  secured  by
     $1,400,000, before taking into account the provisions of paragraph THIRD of
     this Modification  Agreement,  together with unpaid interest as well as any
     costs and  expenses,  all  referred to in the  respective  mortgage and the
     purchase stock pledge agreement.

          SIXTH: Miscellaneous.

     (a)  Entire   Agreement.   This   Modification   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 Modification Agreement unless in writing or modify any
provisions of the Agreement.  This Modification Agreement shall not be modified,

<PAGE>

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 Modification  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  telecopied  to the
parties at their fax numbers set forth below:

                           If to Seller:
                           3340 Peachtree Road
                           Suite 1225
                           Atlanta, Georgia 30326

                           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.

<PAGE>

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

     (h) Governing  Law. This  Modification  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 Modification  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.

     IN WITNESS WHEREOF,  the parties have executed this Modification  Agreement
this 1st day of June, 2002.

                                            RMS TITANIC, INC.


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


                                            ARGOSY INTERNATIONAL, LTD.



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


                                            DANEPATH, LTD.



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

                                           GRAHAM JESSOP, an Individual