EXHIBIT 10.5

                            FIRST AMENDMENT OF LEASE


     AMENDMENT made and entered as of the ______ day of ______________, 2003, by
and between TOWER PLACE, L.P., a Georgia limited  partnership,  having an office
at 3348 Peachtree Road,  N.E.,  Atlanta,  Georgia  ("Landlord") and RMS TITANIC,
INC., a Florida  corporation,  having an office at 3340  Peachtree  Road,  N.E.,
Atlanta, Georgia ("Tenant").

                                     RECITAL

     Landlord and Tenant  entered into a lease  agreement  dated as of March 27,
     2000 (the "Lease"),  covering certain premises (the "Premises")  originally
     located on the 12th floor of the Tower (the  "Building")  at 3340 Peachtree
     Road, N.E.,  Atlanta,  Georgia,  which Premises are more fully described in
     the Lease.

     Landlord and Tenant desire to amend the Lease to provide for the relocation
     of Tenant to larger premises and to extend the term.

     For and in  consideration  of the sum of ten dollars  ($10.00)  and for the
     mutual promises contained herein, the parties agree as follows:

     1. The Lease is hereby  amended so that effective as of the October 1, 2003
(the "Substitution Date"), the Premises shall, for all purposes under the Lease,
be deemed to be that  space  located  in Suite  2250,  on the 22nd  floor of the
Building,  containing  an  agreed  area  of  4,706  rentable  square  feet  (the
"Substitute Premises"), as more fully described on Exhibit "A" which is attached
hereto and incorporated herein by reference,  so that the Premises shall consist
solely of the Substitute Premises.

     2.  Tenant  shall  occupy the  Substitute  Premises  upon all of the terms,
covenants, conditions and provisions of the Lease, as amended by this Amendment.

     3.  Tenant  agrees  to  accept  the  Substitute  Premises  "AS  IS"  on the
Substitution  Date and Landlord  shall have no obligation to furnish,  render or
supply any work, labor, services,  materials,  furniture,  fixtures,  equipment,
decorations or other items to make the Substitute Premises ready or suitable for
Tenant's occupancy. Notwithstanding the foregoing, Landlord shall, at Landlord's
expense,  steam clean the existing  carpet in the Substitute  Premises,  cap the
existing  doorway in order to demise the Substitute  Premises in accordance with
Exhibit "A", and paint the surrounding wall to match.

     4. Tenant  agrees to vacate and  surrender  the current  space  occupied by
Tenant on the 12th floor of the  Building by the  Substitution  Date,  as if the
Lease, relating to such space was terminated.  Thereafter, all references to the
Premises shall mean the Substitute Premises.

     5. The Lease is further  amended so that the Expiration Date [as defined in
Section 1.1(m) of the Lease] shall be extended to March 31, 2009.

     6. The Lease is further amended so that as of the  Substitution  Date, Base
Rental [as defined in Section 1.1(g) of the Lease] shall become  $110,591.00 per
annum, payable in equal monthly installments of $9,215.92.  Base Rental shall be
subject to adjustment on each anniversary of the Substitution  Date, which shall
be fixed at 2.5% above the annual  Base  Rental in effect  immediately  prior to
each such annual adjustment.

     7. Tenant shall have the right to utilize, at no additional cost to Tenant,
the Substitute Premise from September 14 through September 30, 2003.

     8.  Landlord  agrees  to  waive  and  forgive  the  first  six (6)  monthly
installments of Base Rental following the Substitution Date.

     9. Effective as of the  Substitution  Date, the Lease is further amended so
that the Base Year [as defined in Section  1.1(j) of the Lease] shall be changed
from "2000" to "2003".

     10. Effective as of the Substitution  Date, the Lease is further amended so
that Tenant's Share [as defined in Section 1.1(k) of the Lease] shall be changed
from "0.45%" to "0.77%".

     11. Special  Stipulation  No. 3 of this Lease is hereby amended by changing
"10%" to "5%" relating to Tenant's Share of increases in controllable  Operating
Expenses.

     12. Tenant  represents to Landlord that Tenant has utilized the services of
NAI Brannen  Goddard to represent its interests in the procurement of this First
Amendment. Landlord represents to Tenant that Landlord has utilized the services
of CB Richard Ellis to represent its interests in the  procurement of this First
Amendment.  Landlord agrees to compensate both of the aforementioned  brokers in
accordance  with a separate  commission  agreement.  Landlord  and  Tenant  each
indemnify the other from the claims of any other agents or brokers in connection
with this transaction.

     13.  Except as modified by this  Amendment,  the Lease shall remain in full
force and effect in accordance with its terms.

     IN WITNESS WHEREOF,  the parties have caused this Second Amendment of Lease
to be executed as of the day and year first above written.



                                                         LANDLORD:

                                        TOWER PLACE, L.P.,
                                        a Georgia limited partnership
                                        By: Regent Peachtree Holdings, LLC
                                        a general partner

Attest:                                  By:
       -----------------------------        ---------------------------------
           Terry L. Woolard                    David B. Allman
           Secretary                           President

                                                         TENANT:

                                RMS TITANIC, INC.
                              a Florida corporation


Attest:                                  By:
        ----------------------------         -----------------------------------
Name:                                   Name:
      ------------------------------         -----------------------------------
Its:                                     Its:
     -------------------------------         -----------------------------------


         [CORPORATE SEAL]

tower1/rmstitanic/firstamendment