EXHIBIT 10.18

                               SECURITY AGREEMENT

         SECURITY AGREEMENT (this "Agreement"), dated as of May 11, 2005,
between RMS TITANTIC INC., a Florida corporation with its principal place of
business located at ___________________________________________________ (the
"Company"), and SAM TOUR (USA), INC., a Delaware corporation with its principal
place of business located at a 8099 Palomino Drive, Naples, Florida 34113
(hereinafter, the "SECURED PARTY").

         WHEREAS, SECURED PARTY is simultaneously with the execution of this
Agreement, loaning to Premier Exhibitions Inc. (the "Parent"), the parent of the
Company $2,500,000 which loan shall be evidenced by a promissory note dated as
of the date hereof (as amended and in effect from time to time, the "Note ");
and

         WHEREAS, it is a condition precedent to SECURED PARTY making the loan
that the Company execute and deliver to SECURED PARTY this Agreement; and

         WHEREAS, the Company acknowledges that the loan to the Parent provides
a benefit to the Company and that the loan being made to the Parent is in the
best interests of the Company and the Company wishes to grant security interests
in favor of SECURED PARTY as herein provided;

         NOW, THEREFORE, in consideration of the promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:


1. Definitions. All terms defined in the Uniform Commercial Code as in effect in
the State of New York (the "NY UCC") and used herein shall have the same
definitions herein as specified therein; provided, however, that the term
"instrument" shall be such term as defined in Article 9 of the Uniform
Commercial Code of such jurisdiction rather than Article 3.


2.  Grant of Security Interest.

2.1.     Collateral Granted. The Company hereby grants to SECURED PARTY, to
         secure the payment and performance in full of all of the obligations
         contained in the Note (the "Obligations"), a security interest in and
         so pledges and assigns to SECURED PARTY all of the Company's assets and
         properties, including but not limited the following properties, assets
         and rights of the Company, wherever located, whether now owned or
         hereafter acquired or arising, and all proceeds and products thereof
         (all of the same being hereinafter called the "Collateral"):

                           All personal and fixture property of every kind and
                  nature including without limitation all furniture, fixtures,
                  equipment, raw materials, inventory, or other goods, accounts,
                  contract rights, rights to the payment of money, insurance
                  refund claims and all other insurance claims and proceeds,

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                  tort claims, chattel paper, documents, instruments, securities
                  and other investment property, deposit accounts, rights to
                  proceeds of letters of credit and all general intangibles
                  including, all tax refund claims, license fees, patents,
                  patent applications, trademarks, trademark applications, trade
                  names, copyrights, copyright applications, rights to sue and
                  recover for past infringement of patents, trademarks and
                  copyrights, computer programs, computer software, engineering
                  drawings, service marks, customer lists, goodwill, and all
                  licenses, permits, agreements of any kind or nature pursuant
                  to which the Company possesses, uses or has authority to
                  possess or use property (whether tangible or intangible) of
                  others or others possess, use or have authority to possess or
                  use property (whether tangible or intangible) of the Company,
                  and all recorded data of any kind or nature, regardless of the
                  medium of recording including, without limitation, all
                  software, writings, plans, specifications and schematics.


2.2.  Delivery of Instruments, etc.


                           (a) Pursuant to the terms hereof, the Company has
                  endorsed, assigned and delivered to SECURED PARTY all
                  negotiable or non-negotiable instruments, certificated
                  securities and chattel paper pledged by it hereunder, together
                  with instruments of transfer or assignment duly executed in
                  blank as SECURED PARTY may have specified. In the event that
                  the Company shall, after the date of this Agreement, acquire
                  any other negotiable or non-negotiable instruments,
                  certificated securities or chattel paper to be pledged by it
                  hereunder, the Company shall forthwith endorse, assign and
                  deliver the same to SECURED PARTY, accompanied by such
                  instruments of transfer or assignment duly executed in blank
                  as SECURED PARTY may from time to time specify.

                           (b) To the extent that any securities now or
                  hereafter acquired by the Company are uncertificated and are
                  issued to the Company or its nominee directly by the issuer
                  thereof, the Company shall cause the issuer to note on its
                  books the security interest of SECURED PARTY in such
                  securities and shall cause the issuer, pursuant to an
                  agreement in form and substance satisfactory to SECURED PARTY,
                  to agree to comply with instructions from SECURED PARTY as to
                  such securities, without further consent of the Company or
                  such nominee. To the extent that any securities, whether
                  certificated or uncertificated, or other investment property
                  now or hereafter acquired by the Company are held by the
                  Company or its nominee through a securities intermediary or
                  commodity intermediary, the Company shall, at the request of
                  SECURED PARTY, cause such securities intermediary or (as the
                  case may be) commodity intermediary, pursuant to an agreement
                  in form and substance satisfactory to SECURED PARTY, to agree
                  to comply with entitlement orders or other instructions from
                  SECURED PARTY to such securities intermediary as to such
                  securities or other investment property, or (as the case may
                  be) to apply any value distributed on account of any commodity
                  contract as directed by SECURED PARTY to such commodity
                  intermediary, without further consent of the Company or such
                  nominee.

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                           (c) To the extent that the Company is a beneficiary
                  under any written letter of credit now or hereafter issued in
                  favor of the Company, the Company shall deliver such letter of
                  credit to SECURED PARTY. SECURED PARTY shall from time to
                  time, at the request and expense of the Company, make such
                  arrangements with the Company as are in SECURED PARTY's
                  reasonable judgment necessary and appropriate so that the
                  Company may make any drawing to which the Company is entitled
                  under such letter of credit, without impairment of SECURED
                  PARTY's perfected security interest in the Company's rights to
                  proceeds of such letter of credit or in the actual proceeds of
                  such drawing.


2.3.     Excluded Collateral. Notwithstanding the foregoing provisions of this
         ss.2, such grant of security interest shall not extend to, and the term
         "Collateral" shall not include, any chattel paper and general
         intangibles which are now or hereafter held by the Company as licensee,
         lessee or otherwise, to the extent that (i) such chattel paper and
         general intangibles are not assignable or capable of being encumbered
         as a matter of law or under the terms of the license, lease or other
         agreement applicable thereto (but solely to the extent that any such
         restriction shall be enforceable under applicable law), without the
         consent of the licensor or lessor thereof or other applicable party
         thereto and (ii) such consent has not been obtained; provided, however,
         that the foregoing grant of security interest shall extend to, and the
         term "Collateral" shall include, (1) any and all proceeds of such
         chattel paper and general intangibles to the extent that the assignment
         or encumbering of such proceeds is not so restricted and (2) upon any
         such licensor, lessor or other applicable party consent with respect to
         any such otherwise excluded chattel paper or general intangibles being
         obtained, thereafter such chattel paper or general intangibles as well
         as any and all proceeds thereof that might have theretofore have been
         excluded from such grant of a security interest and the term
         "Collateral."


3. Title to Collateral, etc. Subject to the security interests previously
disclosed, the Company is the owner of the Collateral free from any adverse
lien, security interest or other encumbrance, except for the security interest
created by this Agreement. None of the Collateral constitutes, or is the
proceeds of, "farm products" as defined in ss.9-109(3) of the NY UCC. None of
the account debtors in respect of any accounts, chattel paper or general
intangibles and none of the obligors in respect of any instruments included in
the Collateral is a governmental authority subject to the Federal Assignment of
Claims Act.

4. Continuous Perfection. The Company's place of business is
__________________________________. The Company will not change the same, or the
name, identity or corporate structure of the Company in any manner, without
providing at least thirty (30) days prior written notice to SECURED PARTY. The
Collateral, to the extent not delivered to SECURED PARTY pursuant to ss.2.2,
will be kept at those locations listed on Exhibit I and the Company will not
remove the Collateral from such locations, without providing at least thirty
(30) days prior written notice to SECURED PARTY.


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     5 as per Perkins' instructions, replace with postponement and subordination
     clauses.


6. No Transfers. The Company will not sell or offer to sell or otherwise
transfer the Collateral or any interest therein except for (a) sales of
inventory and licenses of general intangibles in the ordinary course of business
and (b) sales or other dispositions of obsolescent items of equipment in the
ordinary course of business consistent with past practices.


7.  Insurance.

7.1.     Maintenance of Insurance. The Company will maintain with financially
         sound and reputable insurers insurance with respect to its properties
         and business against such casualties and contingencies as shall be in
         accordance with general practices of businesses engaged in similar
         activities in similar geographic areas. Such insurance shall be in such
         minimum amounts that the Company will not be deemed a co-insurer under
         applicable insurance laws, regulations and policies and otherwise shall
         be in such amounts, contain such terms, be in such forms and be for
         such periods as may be reasonably satisfactory to SECURED PARTY. In
         addition, all such insurance shall be payable to SECURED PARTY as loss
         payee under a "standard" or "New York" loss payee clause. Without
         limiting the foregoing, the Company will (a) keep all of its physical
         property insured with casualty or physical hazard insurance on an "all
         risks" basis, with broad form flood and earthquake coverages and
         electronic data processing coverage, with a full replacement cost
         endorsement and an "agreed amount" clause in an amount equal to 100% of
         the full replacement cost of such property, (b) maintain all such
         workers' compensation or similar insurance as may be required by law
         and (c) maintain, in amounts and with deductibles equal to those
         generally maintained by businesses engaged in similar activities in
         similar geographic areas, general public liability insurance against
         claims of bodily injury, death or property damage occurring, on, in or
         about the properties of the Company; business interruption insurance;
         and product liability insurance.


7.2.     Insurance Proceeds. The proceeds of any casualty insurance in respect
         of any casualty loss of any of the Collateral shall, subject to the
         rights, if any, of other parties with a prior interest in the property
         covered thereby, (a) so long as no Default or Event of Default has
         occurred and is continuing and to the extent that the amount of such
         proceeds is less than $25,000.00, be disbursed to the Company for
         direct application by the Company solely to the repair or replacement
         of the Company's property so damaged or destroyed and (b) in all other
         circumstances, be held by SECURED PARTY as cash collateral for the
         Obligations. SECURED PARTY may, at its sole option, disburse from time
         to time all or any part of such proceeds so held as cash collateral,
         upon such terms and conditions as SECURED PARTY may reasonably
         prescribe, for direct application by the Company solely to the repair
         or replacement of the Company's property so damaged or destroyed, or
         SECURED PARTY may apply all or any part of such proceeds to the
         Obligations with the outstanding amount being reduced by the amount so
         applied to the Obligations.

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7.3.     Notice of Cancellation, etc. All policies of insurance shall provide
         for at least thirty (30) days prior written cancellation notice to
         SECURED PARTY. In the event of failure by the Company to provide and
         maintain insurance as herein provided, SECURED PARTY may, at its
         option, provide such insurance and charge the amount thereof to the
         Company. Upon request, the Company shall furnish SECURED PARTY with
         certificates of insurance and policies evidencing compliance with the
         foregoing insurance provision.


8. Maintenance of Collateral; Compliance with Law. The Company will keep the
Collateral in good order and repair and will not use the same in violation of
law or any policy of insurance thereon. SECURED PARTY, or its designee, may
inspect the Collateral at any reasonable time, wherever located. The Company
will pay promptly when due all taxes, assessments, governmental charges and
levies upon the Collateral or incurred in connection with the use or operation
of such Collateral or incurred in connection with this Agreement. The Company
has at all times operated, and the Company will continue to operate, its
business in compliance with all applicable provisions of the federal Fair Labor
Standards Act, as amended, and with all applicable provisions of federal, state
and local statutes and ordinances dealing with the control, shipment, storage or
disposal of hazardous materials or substances.


9.  Collateral Protection Expenses; Preservation of Collateral.

9.1.     Expenses Incurred by SECURED PARTY. In its discretion, SECURED PARTY
         may discharge taxes and other encumbrances at any time levied or placed
         on any of the Collateral, make repairs thereto and pay any necessary
         filing fees. The Company agrees to reimburse SECURED PARTY on demand
         for any and all expenditures so made. SECURED PARTY shall have no
         obligation to the Company to make any such expenditures, nor shall the
         making thereof relieve the Company of any default.


9.2.     SECURED PARTY's Obligations and Duties. Anything herein to the contrary
         notwithstanding, the Company shall remain liable under each contract or
         agreement comprised in the Collateral to be observed or performed by
         the Company thereunder. SECURED PARTY shall not have any obligation or
         liability under any such contract or agreement by reason of or arising
         out of this Agreement or the receipt by SECURED PARTY of any payment
         relating to any of the Collateral, nor shall SECURED PARTY be obligated
         in any manner to perform any of the obligations of the Company under or
         pursuant to any such contract or agreement, to make inquiry as to the
         nature or sufficiency of any payment received by SECURED PARTY in
         respect of the Collateral or as to the sufficiency of any performance
         by any party under any such contract or agreement, to present or file
         any claim, to take any action to enforce any performance or to collect
         the payment of any amounts which may have been assigned to SECURED
         PARTY or to which SECURED PARTY may be entitled at any time or times.
         SECURED PARTY's sole duty with respect to the custody, safe keeping and
         physical preservation of the Collateral in its possession, under
         ss.9-207 of the NY UCC or otherwise, shall be to deal with such
         Collateral in the same manner as SECURED PARTY deals with similar
         property for its own account.

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10. Securities and Deposits. SECURED PARTY may at any time, at its option,
transfer to itself or any nominee any securities constituting Collateral,
receive any income thereon and hold such income as additional Collateral or
apply it to the Obligations. Whether or not any Obligations are due, SECURED
PARTY may demand, sue for, collect, or make any settlement or compromise which
it deems desirable with respect to the Collateral. Regardless of the adequacy of
Collateral or any other security for the Obligations, any deposits or other sums
at any time credited by or due from SECURED PARTY to the Company may at any time
be applied to or set off against any of the Obligations.


11. Notification to Account Debtors and Other Obligors. If an Event of Default
shall have occurred and be continuing (jeff - Event of Default is not defined
herein), the Company shall, at the request of SECURED PARTY, notify account
debtors on accounts, chattel paper and general intangibles of the Company and
obligors on instruments for which the Company is an obligee of the security
interest of SECURED PARTY in any account, chattel paper, general intangible or
instrument and that payment thereof is to be made directly to SECURED PARTY or
to any financial institution designated by SECURED PARTY as SECURED PARTY's
agent therefor, and SECURED PARTY may itself, if a Default or an Event of
Default shall have occurred and be continuing, after providing written notice to
the Company but without demand upon the Company, so notify account debtors and
obligors. After the making of such a request or the giving of any such
notification, the Company shall hold any proceeds of collection of accounts,
chattel paper, general intangibles and instruments received by the Company as
trustee for SECURED PARTY without commingling the same with other funds of the
Company and shall turn the same over to SECURED PARTY in the identical form
received, together with any necessary endorsements or assignments. SECURED PARTY
shall apply the proceeds of collection of accounts, chattel paper, general
intangibles and instruments received by SECURED PARTY to the Obligations, such
proceeds to be immediately entered after final payment in cash or solvent
credits of the items giving rise to them.


12. Further Assurances. To the extent necessary and reasonable, the Company, at
its own expense, shall do, make, execute and deliver all such additional and
further acts, things, deeds, assurances and instruments as SECURED PARTY may
require more completely to vest in and assure to SECURED PARTY its rights
hereunder or in any of the Collateral, including, without limitation, (a)
executing, delivering and, where appropriate, filing financing statements and
continuation statements under the Uniform Commercial Code, (b) obtaining
governmental and other third party consents and approvals, including without
limitation any consent of any licensor, lessor or other applicable party
referred to in ss.2.3, (c) obtaining waivers from mortgagees and landlords and
(d) taking all actions required by Sections 8-313 and 8-321 of the Uniform
Commercial Code (1990) or Sections 8-106 and 9-115 of the Uniform Commercial
Code (1994), as applicable in each relevant jurisdiction, with respect to
certificated and uncertificated securities.

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13.  Power of Attorney.

13.1.    Appointment and Powers of SECURED PARTY. The Company hereby irrevocably
         constitutes and appoints SECURED PARTY and any officer or agent
         thereof, with full power of substitution, as its true and lawful
         attorneys-in-fact with full irrevocable power and authority in the
         place and stead of the Company or in SECURED PARTY's own name, for the
         purpose of carrying out the terms of this Agreement, to take any and
         all appropriate action and to execute any and all documents and
         instruments that may be necessary or desirable to accomplish the
         purposes of this Agreement and, without limiting the generality of the
         foregoing, hereby gives said attorneys the power and right, on behalf
         of the Company, without notice to or assent by the Company, to do the
         following:

                           (a) upon the occurrence and during the continuance of
                  an Event of Default, generally to sell, transfer, pledge, make
                  any agreement with respect to or otherwise deal with any of
                  the Collateral in such manner as is consistent with NY UCC, as
                  may be applicable, and as fully and completely as though
                  SECURED PARTY were the absolute owner thereof for all
                  purposes, and to do at the Company's expense, at any time, or
                  from time to time, all acts and things which SECURED PARTY
                  deems necessary to protect, preserve or realize upon the
                  Collateral and SECURED PARTY's security interest therein, in
                  order to effect the intent of this Agreement, all as fully and
                  effectively as the Company might do, including, without
                  limitation, (i) the filing and prosecuting of registration and
                  transfer applications with the appropriate federal or local
                  agencies or authorities with respect to trademarks, copyrights
                  and patentable inventions and processes, (ii) upon written
                  notice to the Company, the exercise of voting rights with
                  respect to voting securities, which rights may be exercised,
                  if SECURED PARTY so elects, with a view to causing the
                  liquidation in a commercially reasonable manner of assets of
                  the issuer of any such securities and (iii) the execution,
                  delivery and recording, in connection with any sale or other
                  disposition of any Collateral, of the endorsements,
                  assignments or other instruments of conveyance or transfer
                  with respect to such Collateral; and

                           (b) to file such financing statements with respect
                  hereto, with or without the Company's signature, or a
                  photocopy of this Agreement in substitution for a financing
                  statement, as SECURED PARTY may deem appropriate and to
                  execute in the Company's name such financing statements and
                  amendments thereto and continuation statements which may
                  require the Company's signature.


13.2.    Ratification by Company. To the extent permitted by law, the Company
         hereby ratifies all that said attorneys shall lawfully do or cause to
         be done by virtue hereof. This power of attorney is a power coupled
         with an interest and shall be irrevocable.


13.3.    No Duty on SECURED PARTY. The powers conferred on SECURED PARTY
         hereunder are solely to protect its interests in the Collateral and
         shall not impose any duty upon it to exercise any such powers. SECURED

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         PARTY shall be accountable only for the amounts that it actually
         receives as a result of the exercise of such powers and neither it nor
         any of its officers, directors, employees or agents shall be
         responsible to the Company for any act or failure to act, except for
         SECURED PARTY's own gross negligence or willful misconduct.


14. Remedies. Subject to any mandatory provisions of the Uniform Commercial
Code, as may be applicable, if an Event of Default shall have occurred and be
continuing, SECURED PARTY may, after providing written notice to the Company but
without demand upon the Company, declare this Agreement to be in default, and
SECURED PARTY shall thereafter have in any jurisdiction in which enforcement
hereof is sought, in addition to all other rights and remedies, the rights and
remedies of a secured party under the Uniform Commercial Code, as may be
applicable, including, without limitation, the right to take possession of the
Collateral, and for that purpose SECURED PARTY may, so far as the Company can
give authority therefor, enter upon any premises on which the Collateral may be
situated and remove the same therefrom. SECURED PARTY may in its discretion
require the Company to assemble all or any part of the Collateral at such
location or locations within the state(s) of the Company's principal office(s)
or at such other locations as SECURED PARTY may designate. Unless the Collateral
is perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market, SECURED PARTY shall give to the Company
at least five (5) Business Days prior written notice of the time and place of
any public sale of Collateral or of the time after which any private sale or any
other intended disposition is to be made. The Company hereby acknowledges that
five (5) Business Days prior written notice of such sale or sales shall be
reasonable notice. To the extent that any of the Obligations are to be paid or
performed by a person other than the Company, the Company waives and agrees not
to assert any rights or privileges which it may have under ss.9-112 of the NY
UCC.


         15.  [reserved]

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16. Marshalling. SECURED PARTY shall not be required to marshal any present or
future collateral security (including but not limited to this Agreement and the
Collateral) for, or other assurances of payment of, the Obligations or any of
them or to resort to such collateral security or other assurances of payment in
any particular order, and all of its rights hereunder and in respect of such
collateral security and other assurances of payment shall be cumulative and in
addition to all other rights, however existing or arising. To the extent that it
lawfully may, the Company hereby agrees that it will not invoke any law relating
to the marshalling of collateral which might cause delay in or impede the
enforcement of SECURED PARTY's rights under this Agreement or under any other
instrument creating or evidencing any of the Obligations or under which any of
the Obligations is outstanding or by which any of the Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may,
the Company hereby irrevocably waives the benefits of all such laws.


17. Proceeds of Dispositions; Expenses. The Company shall pay to SECURED PARTY
on demand any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by SECURED PARTY in protecting, preserving or
enforcing SECURED PARTY's rights under or in respect of any of the Obligations
or any of the Collateral. After deducting all of said expenses, the residue of
any proceeds of collection or sale of the Obligations or Collateral shall, to
the extent actually received in cash, be applied to the payment of the
Obligations in such order or preference as SECURED PARTY may determine, proper
allowance and provision being made for any Obligations not then due. Upon the
final payment and satisfaction in full of all of the Obligations and after
making any payments required by Section 9-504(l)(c) of the NY UCC, any excess
shall be returned to the Company, and the Company shall remain liable for any
deficiency in the payment of the Obligations.


18. Overdue Amounts. Until paid, all amounts due and payable by the Company
hereunder shall be a debt secured by the Collateral and shall bear, whether
before or after judgment, interest at the rate of interest for overdue principal
set forth in the Note.

19. Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCEPT AS
OTHERWISE PROVIDED FOR HEREIN TO THE EXTENT THAT PERFECTION AND PRIORITY OF THE
SECURITY INTERESTS GRANTED HEREUNDER ARE MANDATORILY GOVERNED BY THE LAWS OF
ANOTHER JURISDICTON. The Company agrees that any suit for the enforcement of
this Agreement may be brought in the courts of the State of New York or any
federal court sitting therein and consents to the non-exclusive jurisdiction of
such court and to service of process in any such suit being made upon the
Company by mail at the address specified in the preamble of this Agreement. The
Company hereby waives any objection that it may now or hereafter have to the
venue of any such suit or any such court or that such suit is brought in an
inconvenient court.

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20. Waiver of Jury Trial. THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY
SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives any
right which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. The Company (a)
certifies that neither SECURED PARTY nor any representative, agent or attorney
of SECURED PARTY has represented, expressly or otherwise, that SECURED PARTY
would not, in the event of litigation, seek to enforce the foregoing waivers and
(b) acknowledges that, in providing the loan, SECURED PARTY is relying upon,
among other things, the waivers and certifications contained in this ss.20.
21. Concerning Revised Article 9 of the Uniform Commercial Code. The parties
acknowledge and agree to the following provisions of this Agreement in
anticipation of the possible application, in one or more jurisdictions to the
transactions contemplated hereby, of the revised Article 9 of the Uniform
Commercial Code in the form or substantially in the form approved by the
American Law Institute and the National Conference of Commissioners on Uniform
State Law and contained in the 1999 official text of the Uniform Commercial Code
("Revised Article 9").


21.1.    Attachment. In applying the law of any jurisdiction in which Revised
         Article 9 is in effect, the Collateral is all assets of the Company,
         whether or not within the scope of Revised Article 9. The Collateral
         shall include, without limitation, the following categories of assets
         as defined in Revised Article 9: goods (including inventory, equipment
         and any accessions thereto), instruments (including promissory notes),
         documents, accounts (including health-care-insurance receivables),
         chattel paper (whether tangible or electronic), deposit accounts,
         letter-of-credit rights (whether or not the letter of credit is
         evidenced by a writing), commercial tort claims, securities and all
         other investment property, general intangibles (including payment
         intangibles and software), supporting obligations and any and all
         proceeds of any thereof, wherever located, whether now owned and
         hereafter acquired. If the Company shall at any time, whether or not
         Revised Article 9 is in effect in any particular jurisdiction, acquire
         a commercial tort claim, as defined in Revised Article 9, the Company
         shall immediately notify SECURED PARTY in a writing signed by the
         Company of the brief details thereof and grant to SECURED PARTY in such
         writing a security interest therein and in the proceeds thereof, all
         upon the terms of this Agreement, with such writing to be in form and
         substance satisfactory to SECURED PARTY.


21.2.    Perfection by Filing. SECURED PARTY may at any time and from time to
         time, pursuant to the provisions of ss.13, file financing statements,
         continuation statements and amendments thereto that describe the
         Collateral as all assets of the Company or words of similar effect and
         which contain any other information required by Part 5 of Revised
         Article 9 for the sufficiency or filing office acceptance of any

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         financing statement, continuation statement or amendment, including
         whether the Company is an organization, the type of organization and
         any organization identification number issued to the Company. The
         Company agrees to furnish any such information to SECURED PARTY
         promptly upon request. Any such financing statements, continuation
         statements or amendments may be signed by SECURED PARTY on behalf of
         the Company, as provided in ss.13, and may be filed at any time in any
         jurisdiction whether or not Revised Article 9 is then in effect in that
         jurisdiction.


21.3.    Other Perfection, etc. The Company shall at any time and from time to
         time, whether or not Revised Article 9 is in effect in any particular
         jurisdiction, take such steps as SECURED PARTY may reasonably request
         for SECURED PARTY (a) to obtain an acknowledgement, in form and
         substance satisfactory to SECURED PARTY, of any bailee having
         possession of any of the Collateral that the bailee holds such
         Collateral for SECURED PARTY, (b) to obtain "control" of any investment
         property, deposit accounts, letter-of-credit rights or electronic
         chattel paper (as such terms are defined in Revised Article 9 with
         corresponding provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107
         relating to what constitutes "control" for such items of Collateral),
         with any agreements establishing control to be in form and substance
         satisfactory to SECURED PARTY, and (c) otherwise to insure the
         continued perfection and priority of SECURED PARTY's security interest
         in any of the Collateral and of the preservation of its rights therein,
         whether in anticipation and following the effectiveness of Revised
         Article 9 in any jurisdiction.


21.4.    Other Provisions. In applying the law of any jurisdiction in which
         Revised Article 9 is in effect, the following references to sections in
         this Agreement to existing Article 9 of that jurisdiction shall be to
         the Revised Article 9 Section of that jurisdiction indicated below:
<TABLE>
<CAPTION>

        ------------------------------------- ----------------------------------- -----------------------------------
        Agreement Section                     Existing Article 9                  Revised Article 9
        ------------------------------------- ----------------------------------- -----------------------------------
<S>     <C>                                   <C>                                 <C>
        3                                     ss. 9-109(3)                        Rev. ss. 9-102(a)(34)
        ------------------------------------- ----------------------------------- -----------------------------------
        9.2                                   ss. 9-207                           Rev. ss.9-207
        ------------------------------------- ----------------------------------- -----------------------------------
        12                                    ss.ss. 8-106 and 9-115 (1994)       Rev. ss.ss. 8-106 and 9-106
        ------------------------------------- ----------------------------------- -----------------------------------
        17                                    ss. 9-504(1)(c)                     Rev. ss.ss. 9-608(a)(1)(C) and
                                                                                  9-615(a)(3)
        ------------------------------------- ----------------------------------- -----------------------------------
</TABLE>

21.5.    Savings Clause. Nothing contained in this ss.21 shall be construed to
         narrow the scope of SECURED PARTY's security interest in any of the
         Collateral or the perfection or priority thereof or to impair or
         otherwise limit any of the rights, powers, privileges or remedies of
         SECURED PARTY hereunder except (and then only to the extent) mandated
         by Revised Article 9 to the extent then applicable.


22. Miscellaneous. The headings of each section of this Agreement are for
convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the
Company and its respective successors and assigns, and shall inure to the
benefit of SECURED PARTY and its successors and assigns. If any term of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity of
all other terms hereof shall in no way be affected thereby, and this Agreement
shall be construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included herein. The Company acknowledges
receipt of a copy of this Agreement. This Agreement may be executed in any
number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.


<PAGE>

         IN WITNESS WHEREOF, intending to be legally bound, the Company has
caused this Agreement to be duly executed as of the date first above written.



                                                     RMS TITANTIC INC.



                                                     By:________________________
                                                            Name:
                                                            Title:

Accepted:

SECURED PARTY

SAM TOUR (USA), INC.



By: ______________________________________
      Name:
      Title:




By: ______________________________________
      Name:
      Title: