EXHIBIT 10.2

                            SECOND AMENDMENT TO LEASE

         THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made as of the
Amendment Date (as hereinafter defined) by and between TOWER PLACE, L.P., a
Georgia limited partnership ("Landlord") and RMS TITANIC, INC., a Florida
corporation ("Tenant").

                                    RECITALS

         Landlord and Tenant have previously entered into that certain Tower
Place Office Lease dated March 27, 2000 as amended by that certain First
Amendment of Lease dated August 8, 2003 (collectively, the "Lease") for the
lease of approximately 4,706 rentable square feet of space, more commonly known
as Suite 2250 Tower Place, 3340 Peachtree Road, NE (the "Existing Premises")
located within Tower Place, Atlanta, Fulton County, Georgia.

         Landlord and Tenant desire to amend the Lease as more particularly set
forth below.

         NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and other good and valuable consideration in hand paid by each party
hereto to the other, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

1.  Definitions.  All capitalized terms used herein but undefined shall have the
meaning as defined in the Lease.  For purposes of the Lease, and this Amendment,
the following term shall mean the following:

         "Landlord Entities" shall mean Landlord, Landlord's investment manager,
  and the trustees, boards of directors, officers, general partners,
  beneficiaries, stockholders, employees and agents of each of them.

2. Expansion Space. Commencing on July 1, 2006 (the "Effective Date"), the
Premises shall be expanded to also include that certain additional space as more
particularly described on Exhibit "A" attached hereto and incorporated herein by
reference (the "Expansion Space") containing approximately 1,380 rentable square
feet. Commencing on the Effective Date, the Premises shall be defined as the
Existing Premises and the Expansion Space and shall consist of an agreed area of
6,086 rentable square feet.

3. Stipulated Square Footage (Building). Commencing on the Amendment Date, the
Stipulated Square Footage of the Building (as defined in Section 1.1(f) of the
Lease) shall be an agreed upon 611,713 rentable square feet.

4. Change in Tenant's Share. Commencing on the Effective Date, Tenant's Share
(as defined in Section 1.1(k) of the Lease) shall be increased to 1.00%.

5. Work. Tenant accepts the Expansion Space in its present "as-is" condition.
Notwithstanding the foregoing, Landlord shall use reasonable speed and diligence
to combine the Existing Premises and the Expansion Space in accordance with
plans and specifications to be mutually agreed upon by the parties (the "Work").
In the event that the actual cost of the Work exceeds Eight Thousand Two Hundred
Eighty and No/100 Dollars ($8,280.00), Tenant shall deliver to Landlord such
excess amount within ten (10) days following receipt of notice from Landlord
specifying the amount of such excess.


<PAGE>


6.       Rent.

         (a) As of the Effective Date, the Base Rental for the Expansion Space
shall be payable according to the following schedule:

<TABLE>

----------------------------------------------------------------------------------------------------------
          Period               Rentable       Annual Base
----------------------------   Square           Rental            Annual Base       Monthly Installment
    from        through        Footage      Per Square Foot         Rental            of Base Rental
----------------------------------------------------------------------------------------------------------
<S>           <C>             <C>             <C>                <C>             <C>
  7/1/2006     8/31/2006        1,380           $24.69               N/A                $2,839.35
----------------------------------------------------------------------------------------------------------
  9/1/2006     8/31/2007        1,380           $25.43            $35,094.36            $2,924.53
----------------------------------------------------------------------------------------------------------
  9/1/2007     8/31/2008        1,380           $26.19            $36,147.24            $3,012.27
----------------------------------------------------------------------------------------------------------
  9/1/2008     2/28/2009        1,380           $26.98               N/A                $3,102.63
----------------------------------------------------------------------------------------------------------
</TABLE>

         (b) All Rent payable by Tenant shall be paid to Landlord at the
following address:

If by U.S. Mail:           Tower Place, L.P.
                           75 Remittance Drive
                           Suite 6706
                           Chicago, IL 60675-6706

If by Overnight Delivery:  LB Overnite:  Tower Place, L.P.
                           350 N. Orleans
                           Receipt & Dispatch, 8th Floor
                           Lockbox #6706
                           Chicago, IL 60654

If By Wire Transfer:       LaSalle Bank, National Association
                           135 South LaSalle Street
                           Chicago, IL  60603
                           ABA No.:  071-000-505
                           For Credit to: Tower Place, L.P. Lockbox Account
                                          a Property of Tower Place, L.P.,
                                          by RREEF Management Company
                                          Account No.:  5800960550


         (c) Notwithstanding anything herein to the contrary, Tenant hereby
acknowledges and agrees that Tenant shall continue to pay Base Rental for the
Existing Premises for the remainder of the Lease Term in accordance with the
terms of Section 6 of the First Amendment of Lease.

7.  Insurance.  Section 4.10 of the Lease is hereby  deleted in its entirety and
the following is hereby substituted therefor:

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<PAGE>

         (a) Tenant shall keep in force throughout the Term: (a) a Commercial
General Liability insurance policy or policies to protect the Landlord Entities
against any liability to the public or to any invitee of Tenant or a Landlord
Entity incidental to the use of or resulting from any accident occurring in or
upon the Premises with a limit of not less than $1,000,000 per occurrence and
not less than $2,000,000 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $1,000,000 products/completed operations
aggregate; (b) Business Auto Liability covering owned, non-owned and hired
vehicles with a limit of not less than $1,000,000 per accident; (c) insurance
protecting against liability under Worker's Compensation Laws with limits at
least as required by statute with Employers Liability with limits of $500,000
each accident, $500,000 disease policy limit, $500,000 disease--each employee;
(d) All Risk or Special Form coverage protecting Tenant against loss of or
damage to Tenant's alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured; and, (e) Business Interruption Insurance with
limit of liability representing loss of at least approximately six (6) months of
income.

         (b) The aforesaid policies shall (a) be provided at Tenant's expense;
(b) name the Landlord Entities as additional insureds (General Liability) and
loss payee (Property--Special Form); (c) be issued by an insurance company with
a minimum Best's rating of "A:VII" during the Term; and (d) provide that said
insurance shall not be canceled unless thirty (30) days prior written notice
(ten days for non-payment of premium) shall have been given to Landlord; a
certificate of Liability insurance on ACORD Form 25 and a certificate of
Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant at
least thirty (30) days prior to each renewal of said insurance.

         (c) Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to property
arising in connection with such Work, without limitation including liability
under any applicable structural work act, and such other insurance as Landlord
shall require; and the policies of or certificates evidencing such insurance
must be delivered to Landlord prior to the commencement of any such Work.

         (d) So long as their respective insurers so permit, Tenant and Landlord
hereby mutually waive their respective rights of recovery against each other for
any loss insured by fire, extended coverage, All Risks or other insurance now or
hereafter existing for the benefit of the respective party but only to the
extent of the net insurance proceeds payable under such policies. Each party
shall obtain any special endorsements required by their insurer to evidence
compliance with the aforementioned waiver.

8.       Assignment and Subletting.

         (a) Notwithstanding any provision of Section 5.1 of the Lease to the
contrary, it shall be considered reasonable for Landlord to withhold its consent
to any assignment of this Lease or sublease of any portion of the Premises if at

                                       4
<PAGE>

the time of either Tenant's notice of the proposed assignment or sublease or the
proposed commencement date thereof, there shall exist any uncured default of
Tenant or matter which will become a default of Tenant with passage of time
unless cured, or if the proposed assignee or sublessee is an entity: (a) with
which Landlord is already in negotiation; (b) is already an occupant of the
Building unless Landlord is unable to provide the amount of space required by
such occupant; (c) is a governmental agency; (d) is incompatible with the
character of occupancy of the Building; (e) with which the payment for the
sublease or assignment is determined in whole or in part based upon its net
income or profits; or (f) would subject the Premises to a use which would: (i)
involve increased personnel or wear upon the Building; (ii) violate any
exclusive right granted to another tenant of the Building; (iii) require any
addition to or modification of the Premises or the Building in order to comply
with building code or other governmental requirements; or, (iv) involve a
violation of Section 4.9 of the Lease. Tenant expressly agrees that for the
purposes of any statutory or other requirement of reasonableness on the part of
Landlord, Landlord's refusal to consent to any assignment or sublease for any of
the reasons described in this Section, shall be conclusively deemed to be
reasonable.

         (b) Section 5.1(a) of the Lease is hereby amended to provide that
Landlord's administrative processing fee in connection with any request by
Tenant for consent to a proposed assignment or sublease is Seven Hundred Fifty
and No/100 Dollars ($750.00).

9. Governmental Regulations. The following is inserted at the end of Section
8.10(b) of the Lease:

"Notwithstanding the foregoing, if Tenant shall be required by any governmental
authority to repair, alter, remove, construct, reconstruct, or improve any part
or all of the Premises or the Building as a result of the specific use being
made by Tenant of the Premises, then such action shall be the sole and exclusive
responsibility of Tenant in all respects; any such action shall be promptly
performed by Tenant at its expense in accordance with the applicable
governmental requirement and otherwise in accordance with the terms of this
Lease."

10. Landlord's Notice Address. Notwithstanding anything to the contrary
contained in the Lease, pursuant to Section 8.1 of the Lease, Landlord's address
for notices shall be:

         To Landlord:

                  Tower Place, L.P.
                  c/o RREEF
                  Five Piedmont Center, Suite 310
                  3525 Piedmont Road
                  Atlanta, Georgia  30305-1509
                  Attn:  Faye Z. Phillips

                                       5
<PAGE>

         and

                  Tower Place, L.P.
                  c/o Regent Partners, LLC
                  3348 Peachtree Road, NE, Suite 1000
                  Atlanta, Georgia 30326-1008
                  Attn:  Debra Cobbs

11. Limitation of Liability. Section 8.20 of the Lease is hereby deleted in its
entirety and the following is hereby substituted therefor:

         8.20 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THE LEASE OR THIS AMENDMENT, EXPRESS OR IMPLIED, LANDLORD'S
OBLIGATIONS AND LIABILITY TO TENANT WITH RESPECT TO THIS LEASE SHALL BE LIMITED
SOLELY TO LANDLORD'S INTEREST IN THE BUILDING (SUBJECT TO THE RIGHTS OF ANY
HOLDERS OF SECURITY INTERESTS IN THE BUILDING), AND NEITHER LANDLORD NOR ANY OF
ITS TRUSTEES, BOARD OR DIRECTORS AND OFFICERS, AS THE CASE MAY BE, ITS
INVESTMENT MANAGER, THE GENERAL PARTNERS THEREOF, OR ANY BENEFICIARIES,
STOCKHOLDERS, EMPLOYEES OR AGENTS OF LANDLORD OR THE INVESTMENT MANAGER SHALL
HAVE ANY PERSONAL LIABILITY WHATSOEVER WITH RESPECT TO THE LEASE OR LANDLORD'S
OBLIGATIONS THEREUNDER, AND IN NO CASE SHALL LANDLORD BE LIABLE TO TENANT
HEREUNDER FOR ANY LOST PROFITS, DAMAGE TO BUSINESS, OR ANY FORM OF SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES.

12. Tenant's Authority. If Tenant signs as a corporation each of the persons
executing this Amendment on behalf of Tenant represents and warrants that Tenant
has been and is qualified to do business in the state in which the Building is
located, that the corporation has full right and authority to enter into this
Amendment, and that all persons signing on behalf of the corporation were
authorized to do so by appropriate corporate actions. If Tenant signs as a
partnership, trust or other legal entity, each of the persons executing this
Amendment on behalf of Tenant represents and warrants that Tenant has complied
with all applicable laws, rules and governmental regulations relative to its
right to do business in the state and that such entity on behalf of the Tenant
was authorized to do so by any and all appropriate partnership, trust or other
actions. Tenant agrees to furnish promptly upon request a corporate resolution,
proof of due authorization by partners, or other appropriate documentation
evidencing the due authorization of Tenant to enter into this Amendment.

13.      Miscellaneous.

         (a) Tenant accepts the Existing Premises in their "as-is" condition.

                                       6
<PAGE>

         (b) Tenant represents to Landlord that, as of the date hereof, Landlord
is not in default of the Lease.

         (c) For purposes of this Amendment, the term "Amendment Date" shall
mean the date upon which this Amendment is signed by Landlord or Tenant,
whichever is later.

         (d) Except as amended hereby, the Lease shall be and remain in full
force and effect and unchanged. As amended hereby, the Lease is hereby ratified
and confirmed by Landlord and Tenant. To the extent the terms hereof are
inconsistent with the terms of the Lease, the terms hereof shall control.

         (e) The submission of this Amendment to Tenant for examination or
consideration does not constitute an offer to amend the Lease, and this
Amendment shall become effective only upon the execution and delivery thereof by
Landlord and Tenant.


                            [signatures on next page]


                                       7
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and sealed as of the Amendment Date.


Date: __________________      LANDLORD:
                              ---------

                              TOWER PLACE, L.P., a Georgia limited partnership

                              By:  RREEF America REIT III Corp. O, a Maryland
                              corporation, general partner

                              By: RREEF Management Company, a Delaware
                              corporation, Authorized Agent



                              By:
                                  ---------------------------------
                                  Faye Phillips
                                  Vice President - District Manager




Date: ______________________  TENANT:
                              -------

                              RMS TITANIC, INC., a Florida corporation



                              By:
                                 ---------------------------------
                              Name:
                                  --------------------------------
                              Title:
                                   -------------------------------


                              Attest:
                                   -------------------------------
                              Name:
                                   -------------------------------
                              Title:
                                   -------------------------------


                                [CORPORATE SEAL]


                                       8
<PAGE>


                         EXHIBIT A -- EXPANSION PREMISES

This Exhibit A is attached to and made a part of the Second  Amendment to Lease,
Reference Date of March 27, 2000, between Tower Place, L.P., as Landlord and RMS
Titanic, Inc., as Tenant.

Exhibit A is intended only to show the general layout of the Expansion Space. It
is not to be scaled; any measurements or distances shown should be taken as
approximate.