EMPLOYMENT AGREEMENT

         This  Agreement  is  effective  as of  the  25th  day  of  April,  2000
  ("Agreement")  and is  made  by and  between  RMS  TITANIC,  INC.,  a  Florida
  corporation  ("Company"),  and  GERALD  COUTURE,  a  resident  of the State of
  Florida ("Executive").

                                   WITNESSETH:

        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  contributions  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 one (1) year thereafter ("Term").

         2.     Duties.

                (a) General Duties.  The Executive shall serve as Vice President
and Chief Financial 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.

                (c) Devotion of Time.  The  Executive  shall devote no less than
forty (40) hours each month 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).  It is understood that the Executive maintains
a  consulting  practice in which he provides  financial  management  services to
other companies, which the Executive is permitted to maintain during the term of


<PAGE>


this  agreement.  Executive  understands  and agrees  that he may be required to
devote  additional  time in certain months (i.e. Form 10-K and Form 10-Q months)
at no additional consideration.

         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 $120,000  (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.
At the  beginning of each  calendar  quarter,  Executive  shall give the Company
notice of his election to exercise his option to receive common stock in lieu of
cash compensation.

                  (b)  Additional  compensation.  The  Executive  is entitled to
additional  compensation  for  professional  services  rendered  in mergers  and
acquisitions, preparation of business plans, business valuations, Edgar filings,
and  other  such   activities   performed  for  the  Company.   Such  additional
compensation shall be mutually agreed to by the parties.

                  (c) Bonus. Executive shall be entitled to an annual cash bonus
to be paid from funds  specifically  allocated by the Company for bonus payments
("Bonus Pool').  Executive shall be entitled to receive bonus compensation in an
amount  as  approved  by  the  Company's  Board  of  Directors  based  upon  the
performance  criteria  established  by the Board of Directors from time to time.
Such  bonuses  may be paid in cash or issued in shares of the  Company's  common
stock of  equivalent  value on such terms as approved by the Board of  Directors
(valued at 50% of the closing bid price as of the last day of the fiscal year).

                  (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.

                  (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.

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<PAGE>

                  (f) Stock  Options.  Upon  execution  of this  Agreement,  the
Executive shall receive a nonqualified  stock option to purchase  300,000 shares
of the common stock of Company.  The exercise  price for this option  granted to
Executive  hereunder  shall be $1.625 per share,  which is the closing  price of
such  shares  as of April  24,  2000.  The  options  granted  hereunder  will be
immediately  exercisable upon receipt. The options shall have an exercise period
of ten (10)  years  from the  date of this  Agreement  and  contain  a  cashless
exercise provision.  A form of the Stock Option Agreement is attached as Exhibit
"A".

         4.       Benefits.

                  (a) Employee 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.

         5.     Termination.

                (a)  Termination  for  Cause.  The  Company  may  terminate  the
Executive's  employment  pursuant to this  Agreement  at any time for cause upon
written notice.  Such  termination will become effective upon the giving of such
notice.  Upon any such  termination for cause, the Executive shall have no right
to compensation, bonus or reimbursement under Section 3 or to participate in any
employee  benefit  programs or other  benefits to which he may be entitled under
Section 4 for any period  subsequent to the effective date of  termination.  For
purposes of this Agreement, the term "cause" shall mean only:

                           (i)    the Executive's conviction of a felony and all
                                  appeals   with   respect   thereto  have  been
                                  extinguished or abandoned by the Executive;

                           (ii)   the Executive's conviction of misappropriating
                                  assets or otherwise  defrauding the Company or
                                  any of its subsidiaries or affiliates;

                (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 as 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.  In the event of death or disability of the Executive,  any  obligations
that the  Executive  may owe the Company for repayment of loans or other amounts
shall be forgiven.

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<PAGE>


                (c) Voluntary  Termination.  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.

         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 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  written  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.


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<PAGE>


           7.     Change of Control.

                  (a) For the purposes of this Agreement,  a "Change of Control"
  shall be deemed to have  taken  place if  either  G.  Michael  Harris or Arnie
  Geller or the  Employee  are no longer a majority of the board of directors of
  the Company for any reason.

                  (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 either  Georgia or  Florida,  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.

                  (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 (i) the  Executive's  employment is terminated by the Company other
than for cause (as  defined  in  Section 5  hereof),  or (ii)  there  shall have
occurred a material reduction in Executive's  compensation or employment related
benefits,  or 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 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


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<PAGE>

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's
rights and  obligations  hereunder  may be assigned to a  partnership,  trust or
corporation 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.

                  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:            RMS TITANIC, INC.
                           301 CORBETT STREET, SUITE 470
                           CLEARWATER, FLORIDA 33756

To the Executive:          GERALD COUTURE
                           901 CHESTNUT STREET, SUITE A
                           CLEARWATER, FLORIDA 33756

         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.      Miscellaneous.

                  (a)  Governing  Law. This  Agreement  shall be governed by and
construed and enforced in accordance with the internal,  substantive laws of the
State of Florida without giving effect to the conflict of laws rules thereof.

                  (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.

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<PAGE>


                (c) Attorney's  Fees. In the event any action is commenced,  the
prevailing  party shall be  entitled to  reasonable  attorney's  fee,  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.

                (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 executed this
Agreement effective as of the day and year first above written.

COMPANY:

RMS TITANIC, INC.

By:
   ---------------------

Its:
   ---------------------

EXECUTIVE:

--------------------------------
         Gerald Couture





MTC/ej/213109






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