AMENDMENT TO LEASE

         AGREEEMENT made as of October __, 2004 between CAMBR Company, Inc.,
having an office at 410 Ocean Avenue, Lynbrook, New York 11563 (hereinafter
referred to as "Landlord") and RMS Titanic, Inc. having an address at 3340
Peachtree Road, NE, Suite 2250, Atlanta, GA 30326 (herein referred to as
"Tenant").

                                   WITNESSETH:

         WHEREAS, Landlord and Tenant have heretofore entered into a lease dated
as of October 18, 2001 (the "Lease") for space (the "Demised Premises"),
consisting of offices and warehouse located at _______________, Atlanta, GA
30324; and

         WHEREAS, the term of the Lease will expire on December 31, 2004; and

         WHEREAS, the parties have agreed to renew the Lease, as herein
provided.

         NOW, THEREFORE, in consideration of the promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

         1.       The  Lease  is  hereby  renewed  for a period  of three  years
                  commencing on January 1, 2005 on the same terms and conditions
                  except  as  modified  herein,  and the  term of the  Lease  is
                  extended so that it shall now expire on December 31, 2007.

         2.       For the period  January 1, 2005  through  December  31,  2007,
                  Tenant shall pay rent as follows:




                  For the period  January 1, 2005  through  December  31,  2005:
                  $6,855.00/month.

                  For the period  January 1, 2006  through  December  31,  2006:
                  $6,992.00/month.

                  For the period  January 1, 2007  through  December  31,  2007:
                  $7,132.00/month.

                  Said rent to be paid  monthly in advance,  on the first day of
                  each and every month.

3.                The parties acknowledge that the base year for the calculation
                  of real estate taxes is 2001 and Tenant shall pay the
                  increased real estate taxes above the base year during the
                  entire term January 1, 2005 through December 31, 2007, as well
                  as during the term of any subsequent option.

4.                Tenant shall have an option to extend the lease for an
                  additional three-year period from January 1, 2008 through
                  December 31, 2010. Not more than six (6) months and not less
                  than three (3) months prior to the expiration of this Lease as
                  amended, Tenant may elect such option by delivery of a written
                  notice to that effect to the Landlord. The rent for the option
                  period shall be as follows:

                  For the period  January 1, 2008  through  December  31,  2008:
                  $7,275.00/month.

                  For the period  January 1, 2009  through  December  31,  2009:
                  $7,457.00/month.

                  For the period  January 1, 2010  through  December  31,  2010:
                  $7,643.00/month.

5.                Except as expressly modified by this Amendment, all terms,
                  covenants and conditions of the Lease shall continue in full
                  force and effect. The parties by execution of this Amendment
                  hereby ratify and confirm the terms of the Lease as herein
                  modified.

                                       2





6.                Reference is made to the "Addendum to Lease Agreement" between
                  the parties, dated as of October 18, 2001. That agreement is
                  hereby cancelled and of no further effect. It is superseded by
                  the agreement herein between the parties.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.


Attest                                               CAMBR Company, Inc.



____________________                           By:  ____________________
                                                          Secretary

Attest                                               RMS Titanic, Inc.


____________________                           By:  ____________________