RMS TITANIC INC
G. MICHAEL HARRIS STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>G. MICHAEL HARRIS STOCK OPTION AGREEMENT
<TEXT>



                             STOCK OPTION AGREEMENT

         THIS AGREEMENT,  effective as of the 29th day of June,  2000, is by and
between RMS TITANIC, INC., a Florida corporation (hereinafter referred to as the
"Company"), and G. MICHAEL HARRIS (hereinafter referred to as the "Optionee").

                              W I T N E S S E T H:

         WHEREAS,  the Company  has  adopted its 2000 Stock  Option Plan for the
benefit of the executive employees of the Company ("Plan"); and
         WHEREAS,  Optionee  has been  approved by the Board of Directors of the
Company for the grant of stock options under the Plan; and
         WHEREAS, Optionee desires to be granted an option pursuant to the Plan.
         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
herein  contained,  and in  consideration  of the sum of Ten ($10.00) Dollars in
hand paid, receipt whereof is hereby  acknowledged,  the parties hereby agree as
follows:
         1. Grant of  Options.  The  Company  hereby  grants to the  Optionee an
option to acquire  500,000  shares of the  Company's  common  stock.  Options to
acquire  500,000  shares  of  common  stock  shall  be  immediately  vested  and
exercisable.  The  exercise  price  for  all  options  granted  to the  Optionee
hereunder shall be $1.75 per share, which is the closing price of such shares as
of June 28, 2000.
         2. Exercise  Period.  All options  granted to Optionee  hereunder shall
have an exercise period of ten (10) years from the date of this Agreement.
         3.  Exercise of Options.  Optionee  may  exercise  the options  granted
hereunder by written notice to the Company specifying the intent of the Optionee
to exercise the options, the date on which he will purchase such shares, and the
number of shares to be purchased. Upon the date so specified, Optionee shall pay
the Company the  purchase  price for the number of shares to be so  purchased in
cash or  cashiers  check,  and  shall  sign such  investment  letter as shall be
required by the  Company.  The Company  shall  forthwith  issue to Optionee  and
deliver to him a stock  certificate or certificates  for the number of shares so
purchased.  In the  alternative,  Optionee  may  elect the  "cashless  exercise"
provision and receive the Net Issue Exercise  Shares in accordance  with Exhibit
A. The Company shall not be obligated to issue any shares unless and until there
has been compliance with all applicable securities regulations.


<PAGE>


         4.  Merger;  Consolidation  or Sale of  Assets;  Acceleration;  Initial
Public Offering. Upon the reorganization, merger or consolidation of the Company
regardless of whether the Company is a surviving entity, or upon the dissolution
or liquidation of the Company,  or upon the sale of all or substantially all the
assets of the Company in a transaction or series of related  transactions  (each
of the  foregoing is referred to herein as a "Material  Transaction"),  Optionee
shall have the right to immediately exercise all options which have been granted
but not yet  exercised.  The Company shall give the Optionee  written  notice at
least thirty (30) days prior to the consummation of a Material Transaction. Upon
receipt of such notice from the  Company,  the Optionee may exercise the options
and make  payment  of the  exercise  price  in  accordance  with the  procedures
described in Section 3 above by  delivering  a written  notice to the Company at
least  five (5) days  prior to the  consummation  of the  Material  Transaction.
Unless  otherwise  provided by the Board of  Directors  of the  Company,  if the
Optionee does not exercise all available options,  then upon the consummation of
the Material Transaction, the unexercised options shall automatically expire and
be of no further force or effect.
         5.  Adjustments.  In  the  event  of  any  stock  dividend,   split-up,
combination  or exchange  of shares,  recapitalization,  merger,  consolidation,
acquisition of property or stock, separation,  reorganization,  or the like, the
number  and class of shares  subject  to this  Agreement  and the  option  price
therefore shall be proportionately adjusted.
         6.  Transferability of Options.  The options granted hereunder shall be
transferable by to a partnership or a trust controlled by Optionee.


<PAGE>


         7.       Death or Termination of Employment.
                  In the  event  of the  death of  Optionee  while  any  options
granted  hereunder are outstanding,  such options may be exercised by the person
or persons to whom Optionee's rights under the options are passed by will or the
laws of descent  and  distribution  (including  his estate  during the period of
administration)  at any time prior to the earlier of (i) the expiration  date of
the options as provided in this  Agreement,  or (ii) the  expiration  of one (1)
year after the date of Optionee's  death (or such longer  period,  not exceeding
one (1) additional  year, as the Board of Directors of the Company may approve),
to the extent of the options  granted  hereunder  (whether  or not the  required
period of employment  after the date of this Agreement has been completed  prior
to the death or date of exercise of the option).
                  In the event the  employment by the Company of Optionee  shall
terminate for any reason other than by death under the  circumstances  set forth
in  subparagraph  (a) above,  the  unexercised  portion of such  options  may be
exercised by Optionee at any time prior to the earlier of (i) the  expiration of
the options as provided in this Agreement, or (ii) the expiration of ninety (90)
days after the date of such  employment  termination,  to the extent Optionee is
entitled to exercise such options at the date of such termination.
         8. Expenses.  The Company shall pay the cost of  documentary  stamps on
any stock issued hereunder.
         9. Amendment and Termination.  The Company has reserved the right to
amend or  terminate  at any time the Plan under  which this  Agreement  is made,
provided that any amendment or termination  shall not affect Optionee's right to
the benefit of this Agreement.
         10.   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts and all so executed shall constitute one agreement,  binding on all
of the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.
         11. Construction and Severability. This Agreement shall be construed in
accordance  with and  governed  by the laws of the  State  of  Florida,  and the
invalidity  of any one or more  portions of this  Agreement or any part thereof,
all of which are inserted  conditionally  on their being valid in law, shall not
affect the  validity of any other  portion of this  Agreement;  and in the event
that one or more portions  contained  herein shall be invalid,  this  instrument
shall be construed as if such invalid portions had not been inserted.


<PAGE>

         12.  Binding  Effect.  Except  as  herein  otherwise  provided  to  the
contrary,  this Agreement  shall be binding upon and inure to the benefit of the
parties signatory hereto, their personal representatives,  heirs, successors and
assigns.
         13.  Employment.  Nothing  in this  Agreement  or the  options  granted
hereunder  shall  confer any right to  Optionee to continue in the employ of the
Company,  or interfere in any way with any of the rights of the Company,  except
as expressly provided for herein.
         14.  Costs and  Attorney's  Fees.  If the  obligations  of the  parties
expressed  herein are the subject of litigation,  the prevailing  party shall be
entitled to recover  from the other party all  reasonable  costs and expenses of
such litigation, including reasonable attorneys fees and costs of appeal.
         15.  Modification.  No change or  modification  of this Agreement shall
valid unless the same be in writing and signed by the parties hereto.
         16.  Applicable  Law. This  Agreement  shall be construed and regulated
under and by the laws of the State of Florida.
         17. Form S-8.  The Company  will  register  all shares  underlying  the
options issued under this Stock Option Agreement before December 31, 2000.


                                        RMS TITANIC, INC., a Florida corporation

                                        By:
                                             -------------------------
                                                     President

                                        Attest:
                                             -------------------------
                                                     Secretary


                                        OPTIONEE

                                             -------------------------
                                                G. Michael Harris



<PAGE>



                                    EXHIBIT A

                            NET ISSUE EXERCISE SHARES

         The Optionee may elect to receive,  without the payment by the Optionee
of any  additional  consideration,  shares  equal to the  value  of the  options
granted  hereunder  or any portion  thereof by the  surrender of such options or
such portion to the  Company,  together  with  written  notice that the Optionee
wishes  to elect  to  exercise  such  options  on a net  issue  exercise  basis.
Thereupon, the Company shall issue to the Optionee such number of fully paid and
nonassessable  shares of common  stock of the Company as is  computed  using the
following formula:

                                   X = Y (A-B)
                                       -------
                                          A

Where
                    X  = the number of shares to be issued to the  Optionee on
                         the exercise of the options or any portion thereof.
                    Y  = the  number  of  shares  covered  by the  options  in
                         respect of which the net issue election is made.
                    A  = the fair market  value of one share of common  stock,
                         which is the  closing  price on the date the net  issue
                         election is made.
                    B  = the option  price in effect at the time the net issue
                         election is made.




</TEXT>
</DOCUMENT>
