EMPLOYMENT AGREEMENT


         This  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 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 four (4) years thereafter ("Term").

2.       Duties.
         ------

     a. General  Duties.  The Executive  shall serve as Executive 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 not less than  ninety
percent  (90%) of his time per month  during  reasonable  business  hours to the
Company's  affairs  (including  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 has a consulting  practice in which he provides
financial  management  services  to other  companies,  which  the  Executive  is
permitted to maintain during the term of this agreement.

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<PAGE>

     d.  Location of  Employment:  Unless the  Executive  consents  otherwise in
writing,  the office for performance of his services  hereunder is to be located
at 901 Chestnut Street, Suite A, Clearwater,  Florida, or at such other location
as the Executive shall approve.

         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 $270,000 (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 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.

     (e) Office Expense Allowance. The Executive shall be paid an office expense
allowance  of  $1,000  per  month.  This  office  allowance  shall be for  rent,
utilities, insurance, and incidental supplies.

     (f) Additional Services.  The Executive's consulting firm and its personnel
may be engaged for  professional  services from time to time.  Compensation  for
these services shall be mutually agreed to by the parties.

     (g)  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.

                                       2
<PAGE>

     (h) Stock  Options.  The Executive or his assigns is entitled stock options
to purchase  600,000  shares of the common stock of Company.  Options to acquire
600,000 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
common  share,  which is the  closing bid 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 lst 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  $750.00  per month as an  automobile
allowance plus  automobile  insurance to be applied to any  automobile  expenses
incurred by Executive.

         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

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<PAGE>

     (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.

     (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
(which shall include any vested and accrued but unused vacation time).

     (d)  Termination  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
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 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.

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<PAGE>

     (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.

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 Clearwater,  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.

                                       5
<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,  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.

         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:   3340 Peachtree Road, NE
                                    Suite 1225
                                    Atlanta, GA 30326

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

                                       6
<PAGE>

                  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 Florida.

     (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.

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

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<PAGE>

                  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:
                                 -----------------------------------------
                                      Arnie Geller

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



                               EXECUTIVE:

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



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