SECOND AMENDMENT TO
                            EXHIBITION TOUR AGREEMENT

        THIS  AMENDMENT TO EXHIBITION  TOUR AGREEMENT  ("Agreement")  is entered
into this 7th day of May,  2001,  by and between RMS  TITANIC,  INC.,  a Florida
corporation ("RMST") and SFX FAMILY ENTERTAINMENT,  INC., a Delaware corporation
and successor in interest to MAGICWORKS ENTERTAINMENT, INC. ("SFXFE").

                                    RECITALS

        A. RMST and SFXFE have  previously  entered  into that  Agreement  dated
March 31, 1999;

        B. RMST and SFXFE  amended that  Agreement on September 18, 2000 ("First
Amendment"); and,

        C. RMST and SFXFE desire to amend  certain  provisions  contained in the
Agreement  and First  Amendment  ("Second  Amendment")  as more  fully set forth
herein.


                                SECOND AMENDMENT

        NOW,  THEREFORE,  for and in  consideration  of the mutual covenants and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and  sufficiency of which is hereby mutually  acknowledged,  the parties
hereto do hereby agree as follows:

        1. Defined Terms.  Each  capitalized  term used in this Second Amendment
which is not defined herein will have the meaning  assigned  thereto pursuant to
the provisions of the Agreement and First Amendment.


        2. Modification to Financial Provisions. The provisions in the Agreement
and First Amendment  relating to the financial  obligations of SFXFE to RMST are
hereby amended as follows:

                (a) Modification of the Financial  Guarantee to RMST.  Effective
        as of the commencement of the Extension Period,  the text of Section 5.1
        of the  Agreement  and  Section  2(b) of the  First  Amendment  shall be
        amended in its entirety to read as follows:


                SFXFE  unconditionally  guarantees  to RMST the  payment  of Two
                Million  Dollars  ($2,000,000)  for the  Extension  Period.  The
                foregoing  guarantee shall be payable as follows with respect to
                the modified  Extension Period: (i) Seven Hundred Fifty Thousand
                Dollars  ($750,000) upon the execution of the Second  Amendment,

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                (ii) Five Hundred Thousand  Dollars  ($500,000) on the first day
                of the modified  Extension Period, and (iii) Seven Hundred Fifty
                Thousand Dollars  ($750,000) on the first (1st) day of the sixth
                (6th) month of the modified Extension Period.

        3.  Modification  to Provisions  Relating to the Term. The provisions in
the  Agreement  and First  Amendment  relating to the term of the  Agreement and
First Amendment are hereby amended as follows:

                (a) Time Periods  Covered by the Extension  Period.  The text of
        Section 12.1 of the Agreement  and Section 3 of the First  Amendment are
        hereby deleted in their entirety and replaced with the following:

                                    Begin Date           End Date
                                    ----------           --------
                Extension Period  November 30, 2001   December 31, 2002

                (b)   Notwithstanding   Section  2(a)  hereof,   the   following
        Exhibitions will close on the dates as noted:

                                                             Close Date
                                                             ----------
                  Phoenix, Arizona Exhibition                 May 2002
                  Cleveland, Ohio Exhibition                September 2002
                  Norwalk, Connecticut Exhibition           September 2002
                  Houston, Texas Exhibition                 December 2002

                (c) Any further  modifications  to the Extension Period shall be
        mutually agreed to by the parties in writing.

                (d) All other terms and  provisions  of the  Agreement and First
        Amendment shall apply with respect to the Extension Period.  The parties
        hereby expressly agree and acknowledge  that, to the extent not modified
        by this Second Amendment,  the Agreement and First Amendment will remain
        in full force and effect throughout the Extension Period.

        4.  Ratification.  Except as expressly amended hereby, the Agreement and
First  Amendment are ratified,  confirmed and carried forward in all respects by
the parties hereto.

EXECUTED as of the date first set forth above:

                                          RMS TITANIC, INC.

                                          By: _____________________________
                                          Name: ___________________________
                                          Title: __________________________

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                                          SFX FAMILY ENTERTAINMENT, INC.

                                          By: _____________________________
                                          Name: ___________________________
                                          Title: __________________________