AGREEMENT ("Agreement") made this 18th day of April, 2000, by and among
WHITESTAR  MARINE  RECOVERY,  LTD., a British Virgin Islands  corporation  and a
wholly-owned  subsidiary  (hereinafter  referred  to as  the  "Company")  of RMS
TITANIC,  INC.,  ARGOSY  INTERNATIONAL,  LTD.  ,  a  Turks  and  Caicos  Islands
corporation ("Lender") and GRAHAM JESSOP ("Jessop").

                              W I T N E S S E T H :

         WHEREAS,  Lender  and  RMS  Titanic,  Inc.  signed  an  agreement  (the
"Acquisition   Agreement")   which   Acquisition   Agreement   was   consummated
simultaneously  with the execution of this  Agreement and which provides for the
acquisition by RMS Titanic,  Inc. from Lender of certain assets (the "Intangible
Assets") in  consideration of 600,000 shares of common stock of the RMS Titanic,
Inc.; and

         WHEREAS, Jessop is an employee of Lender; and

         WHEREAS, the parties hereto desire to provide for the performance by
Jessop of services for the Company.

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

         1. Loan Out.  Lender  shall  cause  Jessop to perform  services  for
the Company in accordance with this Agreement.

         2.  Jessop's  Acknowledgment.  Jessop  acknowledges  that  he (a)  will
perform  the  services  for  the  Company  and (b)  agrees  to be  bound  by the
provisions of this Agreement.

         3. Duties. Except with respect to the salvage ship RMS Titanic,  Jessop
shall be in charge  of doing  all  procedures  for (a)  investigating  potential
salvaging of sunken ships;  (b) removing cargo in connection  with the salvaging
of sunken ships and (c)  exploiting a sunken ship and the cargo removed from the
sunken ship so salvaged.  Jessop shall be the salvage master of the Company, but
shall be subject to the Board of Directors of the Company. If elected an officer
or  director of the  Company,  he shall  perform  such  duties  without  further
compensation.  During the term  hereof,  Jessop  shall  devote his full time and
attention  to the  business  and  affairs of the  Company and shall use his best
efforts to advance the best interests of the Company at all times.

<PAGE>

         4. Term.  The term of the duties of Jessop  shall  commence on the date
hereof and terminate on January 3, 2003.

         5. Place of Performance.  Jessop shall perform his duties  hereunder at
the offices of Lender; provided,  however, that he may be reasonably required to
travel and render services in different  locations from time to time incident to
the performance of such duties.

         6.   Compensation.

                (a) The Company  shall pay Lender and Lender  shall accept basic
compensation  for all of Jessop's  services  provided by Lender and performed by
Jessop  hereunder  of a salary  at the  annual  rate of  $125,000  to be paid in
bi-weekly  installments.  The Company shall be entitled to withhold such amounts
on account of payroll  taxes and similar  matters as are required by  applicable
law,  rule,  or  regulation  of any  appropriate  governmental  authority.  Said
compensation  shall continue to be paid during any period of  consecutive  three
months  physical or mental  incapacity  unless and until Jessop's  employment is
terminated as herein provided.

              (b) During the term of Jessop's  services  hereunder,  the Company
shall pay the  reasonable  expenses  incurred by Jessop or Lender (within limits
that  may be  established  by the  Board of  Directors  of the  Company)  in the
performance  of his duties  hereunder (or shall  reimburse  Jessop and Lender on
account of such expenses  paid  directly by Jessop or Lender)  promptly upon the
submission to the Company by Lender and Jessop of appropriate vouchers.

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<PAGE>

         7. Stock  Options.  Upon RMS  Titanic,  Inc.'s  adoption of an employee
stock option plan, the Company shall grant Jessop stock options pursuant to such
adoption plan in the  aggregate  amount of 250,000  options to purchase  250,000
shares of the Company's  common  stock.  The exercise of such option shall be as
follows:
              (a) 83,333  options to be exercised  during the period  commencing
April 1, 2000 and  terminating  at 11:00  o'clock  p.m.  on March 31, 2003 at an
exercise price of $3.00 per share;

              (b) 83,333  options to be exercised  during the period  commencing
April 1, 2001 and  terminating  at 11:00  o'clock  p.m.  on March 31, 2003 at an
exercise price of $4.00 per share;

              (c) 83,334 options to be exercised during the period  commencing
on the date hereof and terminating at 11:00 o'clock p.m. on March 31, 2003 at an
exercise price of $5.00 per share.

         8.   Inventions and Confidential Information.

             (a) Any and all inventions,  products,  discoveries,  improvements,
processes,  formulae,  manufacturing  methods or techniques,  designs, or styles
(collectively  hereinafter  referred to as  "Inventions")  made,  developed,  or
created by Lender and Jessop (alone or in  conjunction  with others)  during the
term  of  Jessop's  services  for  the  Company  and for a  period  of one  year
thereafter  that may be  directly  or  indirectly  useful in or  related  to the
business of, or tests being carried out by the Company, RMS Titanic, Inc. or any
of RMS Titanic, Inc.'s or the Company's subsidiaries shall be promptly disclosed
by Lender and Jessop to the Board of  Directors  of the Company and shall be the
Company's exclusive property.

              (b) Lender and Jessop will upon the Company's request, execute any
documents  necessary  or advisable  in the opinion of the  Company's  counsel to
direct issuance of patents to the Company with respect to Inventions that are to
be the  Company's  exclusive  property  under  this  Section 8 or to vest in the
Company title to such Inventions,  the expense of securing any patent,  however,
to be borne by the Company.

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<PAGE>

               (c) Lender and Jessop  will keep  confidential  and will hold for
the Company's sole benefit any Invention  that is to be the Company's  exclusive
property under this Section 8 for which no patent is issued or not applied.

               (d) Each of Lender and Jessop will not without the prior  written
consent of the Board of  Directors  of the  Company  (i) use for his  benefit or
disclose  (except in the ordinary  course of his performance of services) at any
time  thereafter,  any  information  that was obtained or developed by it or him
while in the  performance  of Jessop's  services for the Company with respect to
any  of  the  Inventions  or  any  customers,  suppliers,  products,  employees,
financial  affairs,  or  methods  of  design,   distribution,   procurement,  or
manufacture of the Company, RMS Titanic,  Inc. or any of RMS Titanic,  Inc.'s or
the Company's subsidiaries,  or any confidential matter or (ii) take with Jessop
upon  leaving the  Company's  term of Jessop's  services  any  document or paper
relating to any of the foregoing.

               (e) The  provisions  of this  Section 8 shall be binding upon the
heirs, successors and legal representatives of Jessop.
         9. Non-Solicitation.  Jessop shall not directly or indirectly,  employ,
solicit for  employment,  or advise or  recommend to any other person that he or
they employ or solicit for employment, any employee of the Company, RMS Titanic,
Inc. or of RMS Titaniic,  Inc.'s or the Company's  subsidiaries  for a period of
three years thereafter.

         10.   Termination.

              (a)  Notwithstanding  any  provision  of  this  Agreement  to  the
contrary, Jessop's services and the rights and obligations of Lender pursuant to

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<PAGE>

this Agreement shall terminate upon Jessop's death. In addition, the Company may
terminate  Jessop's  services by giving Jessop and Lender written notice of such
termination  (i) for cause,  as  hereinafter  defined;  (ii) if Jessop or Lender
shall violate any of the  provisions  of paragraphs 8 and 9 hereof;  or (iii) if
Jessop shall become  physically or mentally  incapacitated and by reason thereof
unable to perform his duties hereunder for a period of three consecutive months.
For the purpose of clause (i) of this subparagraph  9(a), "for cause" shall mean
any of the  following  events:  (x)  conviction  in a court  law of any crime or
offense  involving  money  or  other  property  of  the  Company  or  any of its
subsidiaries,  or any felony; or (y) violation of specific written directions of
the Board of  Directors  of the  Company;  or (z)  failure or refusal to perform
duties in accordance with this Agreement,  provided, however, no discharge shall
be deemed "for cause" under this clause (z) unless  Jessop and Lender shall have
first  received  written  notice  from the  Board of  Directors  of the  Company
advising  of the acts or  omissions  that  constitute  the failure or refusal to
perform his duties,  and such failure or refusal  continues  after he shall have
had a reasonable opportunity to correct the acts or omissions so complained of.

              (b) The Company's right of termination shall be in addition to and
shall not  affect  its rights and  remedies  under  paragraphs  8 and 11 of this
Agreement,  and such rights and remedies  under such  paragraphs  shall  survive
termination of this Agreement and Jessop's services to the Company.

              (c) In the event of termination of Jessop's  services  pursuant to
the provisions of this Agreement,  neither Jessop or Lender shall have any right
to  receive  any  compensation  for any  period  subsequent  to the date of such
termination.

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<PAGE>

         11. Default. Lender and the Company recognize that Jessop's services to
be performed hereunder are of a unique,  special,  and extraordinary  character,
and that in the  event  of any  conduct  by  Jessop  and  Lender  violating  any
provision of this Agreement,  the Company shall be entitled, if it so elects, to
institute  and  prosecute  proceedings  in any court of competent  jurisdiction,
either at law or in  equity,  to obtain  damages  for such  conduct,  to enforce
specific performance of such provision, to enjoin Jessop and/or Lender from such
conduct, or to obtain any other relief, or any combination of the foregoing that
the Company may elect to pursue.

         12. 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 the Company:
                  17 Battery Place
                  New York, New York 10004
                  Tel. (212) 558-6300
                  Fax (212) 482-1912

                  If to Lender:

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

                  If to Jessop:

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

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

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<PAGE>







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

                         WHITESTAR MARINE RECOVERY, LTD.

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

                         ARGOSY INTERNATIONAL, LTD.

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



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


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