LEASE AGREEMENT

     THIS LEASE  AGREEMENT  is made and  entered  into this ___ day of  October,
2001, by and between _________________,  as LANDLORD, and RMS Titanic, Inc. with
offices at ________________, Atlanta, Georgia ______, as TENANT.

         WITNESSETH,  The  Landlord  hereby  leases to Tenant and Tenant  hereby
leases from Landlord,  approximately  Ten Thousand  Eighty  (10,080) square feet
(comprising the entire building) at _______________, Atlanta, Georgia _____, for
the TERM of thirty-eight  months,  fourteen days, to commence on the 18th day of
October, 2001 and to end on the 31st day of December,  2004, upon the conditions
and covenants following:

1.       RENT:

         Tenant shall pay the annual rent of  SIXTY-FIVE  THOUSAND  FIVE HUNDRED
TWENTY  DOLLARS AND 00/100  ($65,520.00),  said rent to be paid in equal monthly
payments  of  $5,460.00  per  month on the  first  day of each and  every  month
beginning  on November 1, 2001 and ending on October  31,  2002.  For the period
November 1, 2002 through  October 31, 2003, the monthly rent shall be $6,090.00.
For the period  November 1, 2003 through  December  31,  2004,  the monthly rent
shall be $6,720.00.

     Landlord grants Tenant two months rent abatement,  totaling $10,920.00,  to
be credited towards the December,  2001 and January 2002 rent. All rent is to be
paid   to   Landlord's   agent,    ______________________,    at   its   offices
______________________.

2.       REPAIRS:

         Tenant shall take good care of the premises and fixtures, make good any
injury or breakage done by Tenant or Tenant's agents, employees or visitors, and
shall quit and  surrender  said  premises,  at the end of said Term,  in as good
condition as the  reasonable use thereof will permit  (reasonable  wear and tear
excepted). All alterations, partitions, additions, or improvements, which may be
made by either of the parties hereto upon the premises, shall be the property of
Landlord,  and shall remain upon and be surrendered with the premises, as a part
thereof, at the termination of this lease, without  disturbance,  molestation or
injury.

3.       REQUIREMENTS OF LAW:

         Tenant shall promptly execute and comply with all statutes, ordinances,
rules,  orders,  regulations and requirements of the Federal,  State, County and
City Government and of any and all their  Departments and Bureaus  applicable to
said premises for the correction, prevention and abatement of nuisances or other
grievances,  in, upon, or connected  with said  Tenant's use of premises  during
said Term;  and, shall also promptly  comply with and execute all rules,  orders
and regulations of the Board of Fire Underwriters for the prevention of fires at
Tenant's own cost and expense.  This covenant  shall not require  Tenant to make
alterations or additions to the premises.  Landlord shall  cooperate with Tenant
to the extent reasonably  necessary for Tenant's compliance with this paragraph.
Landlord  shall not be required to expend legal or  professional  fees in giving
any such cooperation to Tenant.

<PAGE>

4.       DESTRUCTION:

         In case of  damage  by fire or  other  action  of the  elements  to the
building in which the leased premises are located, if the damage is so extensive
as to amount  practically to the total  destruction of the leased premises or of
the  building,  or if  Landlord  shall  within a  reasonable  time decide not to
rebuild,  this  Lease  shall  cease  and  come  to an end,  the  rent  shall  be
apportioned to the time of the damage,  and the security deposit and all accrued
interest  thereon  shall be  returned  to Tenant.  In all other  cases where the
leased  premises  are  damaged by fire,  Landlord  shall  repair the damage with
reasonable  dispatch after notice of damage,  and if the damage has rendered the
premises untenable,  in whole or in part, there shall be an apportionment of the
rent  until the  damage  has been  repaired.  In  determining  what  constitutes
reasonable  dispatch,  consideration shall be given to delays caused by strikes,
adjustment of insurance and other causes beyond Landlord's control.

5.       ACCESS TO PREMISES:

         Tenant   agrees  that   Landlord  and   Landlord's   agents  and  other
representatives  shall have the right to enter into and upon said  premises,  or
any part thereof,  at all reasonable  business  hours and upon prior  reasonable
notice,  for the purpose of  examining  the same,  or for making  such  repairs,
alterations,  additions  or  improvements  therein as may be necessary or deemed
advisable  by  Landlord.  Tenant  also agrees to permit  Landlord or  Landlord's
agents to show the premises to persons wishing to hire or purchase the same; and
Tenant  further  agrees that during the six months next preceding the expiration
of the Term or any option Term hereby  granted,  Landlord or  Landlord's  agents
shall have the right to place notices on the front of said premises, or any part
thereof,  offering the premises "To Let" or "For Sale", and Tenant hereby agrees
to permit the same to remain thereon without hindrance or molestation.  Landlord
shall use its best efforts to minimize interference with Tenant.


6.       LEASE NOT IN EFFECT, DEFAULTS, NOTICES, REMEDIES, RE-LETTING,
         CUMULATIVE REMEDIES:

         If, before the  commencement  of the Term,  Tenant takes the benefit of
any  insolvent  act,  or if a  Receiver  or Trustee be  appointed  for  Tenant's
property, this lease shall thereby, at the option of Landlord, be terminated and
in that case, neither Tenant nor anybody claiming under Tenant shall be entitled
to go into possession of the demised premises.  If after the commencement of the
Term, any of the events mentioned above in this  subdivision  shall occur, or if
Tenant shall  default in  fulfilling  any of the  covenants of this lease or the
rules and  regulations  other  than the  covenants  for the  payment  of rent or
"additional  rent",  Landlord  may give to Tenant  fifteen  (15) days  notice of
intention to end the Term of this lease, and thereupon at the expiration of said
fifteen (15) days,  if said  condition  which was the basis of said notice shall
continue to exist)  (unless  such  default by its nature  cannot by cured within
such fifteen (15) days period in which event then Tenant shall have a reasonable
time to cure) the Term under this lease shall expire as fully and  completely as
if that day where the date herein  definitely  fixed for the  expiration  of the
Term and Tenant will then quit and  surrender  the demised  premises to Landlord
but Tenant shall remain liable as hereinafter provided.

<PAGE>

         If Tenant shall default in the payment of the rent reserved  hereunder,
or any item of "additional rent" herein  mentioned,  or any part of either or in
making any other payment herein  provided for and such default  continues  after
fifteen  (15) days notice,  or if the notice last above  provided for shall have
been given and if the  condition  which was the basis of said notice shall exist
at the expiration of said fifteen (15) day period (subject to the cure provision
above), Landlord may immediately, or at any time thereafter,  peaceably re-enter
the demised  premises and remove all persons and all or any property there from,
either  by  summary  dispossess  proceedings,  or  by  any  suitable  action  or
proceedings at law,  without being liable to indictment,  prosecution or damages
therefore (except in cases of Landlord's  willful conduct or gross  negligence),
and re-possess and enjoy said premises together with all additions,  alterations
and  improvements.  In any  such  case  or in  the  event  that  this  lease  be
"terminated"  before the  commencement of the Term, as above provided,  Landlord
may either re-let the demised premises or any part or parts thereof as the agent
of Tenant,  and receive the rents therefore,  applying same first to the payment
of such expenses as landlord may have incurred,  and then to the  fulfillment of
the covenants of Tenant  herein,  and the balance,  if any, at the expiration of
the Term first above  provided for,  shall be paid to Tenant.  Landlord may rent
the  premises  for a Term  extending  beyond  the Term  hereby  granted  without
releasing  Tenant from any  liability.  In the event that the Term of this lease
shall  expire as above in this  subdivision  provided,  or  terminate by summary
proceedings or otherwise,  and if Landlord shall not re-let the demised premises
for Landlord's own account,  then, whether or not the premises be re-let, Tenant
shall remain liable for, and Tenant hereby agrees to pay to Landlord,  until the
time when this lease would have expired but for such  termination or expiration,
the equivalent of the amount of all of the rent and  "additional  rent" reserved
herein,  less the avails of  re-letting,  if any,  and the same shall be due and
payable by Tenant to Landlord on the several rent days above specified, that is,
upon  each of such  rent  days  Tenant  shall  pay to  Landlord  the  amount  of
deficiency then existing.  Tenant hereby  expressly  waives any and all right of
redemption  in case Tenant shall be  dispossessed  by judgment or warrant of any
court or judge,  and Tenant waives and will waive all rights to trial by jury in
any summary  proceedings  hereafter  instituted  by Landlord  against  Tenant in
respect  to the  demised  premises  or any  action to  recover  rent or  damages
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof,  Landlord shall have the right of injunction and
the right to invoke any remedy  allowed  at law or in  equity,  as if  re-entry,
summary  proceedings  and other remedies were not herein provided for. The words
"re-enter"  and  "re-entry"  as used in this lease are not  restricted  to their
technical legal meaning.

7.       CLEANING:

         Tenant shall, at Tenant's expense,  keep the demised premises clean and
in order to the satisfaction of Landlord,  barring normal wear and tear.  Tenant
shall pay the cost of removal  of  Tenant's  refuse and waste,  as billed by the
City of Atlanta or by private carting company.

<PAGE>

8.       LIABILITY:

         Landlord is exempt from any and all  liability for any damage or injury
to person or  property  caused by or  resulting  from steam,  electricity,  gas,
water,  rain,  ice or snow,  or any  leak or flow  from or into any part of said
building or from any damage or injury  resulting or arising from any other cause
or happening  whatsoever  unless said damage or injury be caused by or be due to
the negligence of Landlord.

9.       SUBORDINATION:

         That this  instrument  shall not be a lien  against  said  premises  in
respect to any mortgages that are now on or that hereafter may be placed against
said premises,  and that the recording of such mortgage or mortgages  shall have
preference  and  precedence  and be  superior  and prior in lien of this  lease,
irrespective  of the date of  recording  and Tenant  agrees to execute  any such
instrument  without cost,  which may be deemed necessary or desirable to further
effect  the  subordination  of this  lease to any such  mortgage  or  mortgages;
provided,  however,  that no such  subordination  shall be effective unless such
mortgagee  agrees in writing not to disturb  this Lease or  Tenant's  possession
hereunder so long as Tenant is not in default hereunder.


10.      SECURITY:                  (INTENTIONALLY DELETED)    (SEE SECTION 50)

11.      SPRINKLERS:

         Tenant shall maintain the sprinkler system on the premises,  at its own
expense.

12.      WATER AND SEWER:

         Tenant shall pay to Landlord the rent or charge,  which may, during the
demised term, be assessed or imposed for the water used or consumed in or on the
said premises, whether determined by meter or otherwise, as soon as and when the
same may be assessed or imposed,  and will also pay the expenses for the setting
of a water  meter in the said  premises  should the latter be  required.  Tenant
shall pay all sewer rent or charges imposed upon the building. All such rents or
charges or expenses  shall be paid as additional  rent and shall be added to the
next month's rent  thereafter  to become due.  Tenant will place water and sewer
bill in its own name.


13.       FIRE INSURANCE:

         Tenant will not,  nor will  Tenant  permit any  under-tenants  or other
persons to do anything in said  premises,  or bring anything into said premises,
or permit  anything to be brought into said premises or to be kept  therein,  in
violation  of this  lease and which  will in any way  increase  the rate of fire
insurance on said  demised  premises,  nor use the demised  premises or any part
thereof,  nor suffer or permit their use for any business or purpose which would
cause an increase in the rate of fire insurance on said building, and the Tenant
agrees to pay on demand any such increase as additional rent above the 2001 base
year amount.

<PAGE>


14.       NO WAIVER:

         The failure of Landlord to insist upon a strict  performance  of any of
the terms,  conditions and covenants herein, shall not be deemed a waiver of any
rights or remedies that  Landlord may have,  and shall not be deemed a waiver of
any subsequent  breach or default in the terms,  conditions and covenants herein
contained. This instrument may not be changed, modified or discharged orally.


15.      CONDEMNATION:

         That should the land whereupon said building stands or any part thereof
be condemned for public use, then in that event, upon the taking of the same for
such public use,  this lease,  at the option of Landlord,  shall become null and
void, and the Term cease and come to an end upon the date when the same shall be
taken  and the rent  shall be  apportioned  as of said  date,  and the  security
deposit together with accrued  interest shall be returned to Tenant.  No part of
any award, however, shall belong to Tenant.

16.      FIXTURES:

         If after default in payment of rent or violation of any other provision
of this lease,  or upon the  expiration  of this lease,  Tenant  moves out or is
dispossessed  and fails to remove any trade  fixtures or other property prior to
such said default, removal, expiration of lease, or prior to the issuance of the
final  order or  execution  of the  warrant,  then and in that  event,  the said
fixtures and property  shall be deemed  abandoned by Tenant and shall become the
property of Landlord.

17.      INABILITY TO PERFORM:

         This  lease and the  obligation  of Tenant  to pay rent  hereunder  and
perform  all of the other  covenants  and  agreements  hereunder  on the part of
Tenant to be  performed  shall not be  affected,  impaired  or  excused  because
Landlord is unable to supply or is delayed in supplying  any services  expressly
or  implied  to be  supplied  or is unable to make,  or is delayed in making any
repairs,  additions,  alterations  or  decorations  or is unable to supply or is
delayed in  supplying  any  equipment  or fixtures if Landlord is  prevented  or
delayed from so doing by reason of  governmental  preemption or by reason of the
conditions  of supply and demand which have been or are affected by war or other
emergency.

18.      NO DIMINUTION OF RENT:

         No  diminution or abatement of rent,  or other  compensation,  shall be
claimed or allowed for  inconvenience  or discomfort  arising from the making of
repairs or improvements to the building or to its appliances,  nor for any space

<PAGE>

taken to comply with any law, ordinance or order of a governmental authority. In
respect to the various  "services," if any, herein expressly or impliedly agreed
to be  furnished  by  Landlord  to Tenant,  it is agreed  that there shall be no
diminution or abatement of the rent, or any other compensation, for interruption
or curtailment of such "service" when such  interruption or curtailment shall be
due to accident,  alterations or repairs desirable or necessary to be made or to
inability or difficulty  in securing  supplies or labor for the  maintenance  of
such  "service" or to some other cause,  not caused by negligence on the part of
Landlord.  No such  interruption  or curtailment of any such "service"  shall be
deemed  a  constructive  eviction,  unless  it  makes  the  Premises  completely
uninhabitable or unusable. Landlord shall not be required to furnish, and Tenant
shall not be entitled to receive,  any such "services" during any period wherein
Tenant  shall be in default in respect  to the  payment of rent.  Neither  shall
there be any  abatement  or  diminution  of rent  because of making of  repairs,
improvements  or decorations to the demised  premises after the date above fixed
for the  commencement  of the Term, it being  understood that rent shall, in any
event, commence to run at such date so above fixed.


19.      POSSESSION:

         Tenant  may cancel  this Lease  without  penalty if  Landlord  does not
deliver possession on or before December 1, 2001.


20.      REAL ESTATE TAXES/UTLITIES:

         Tenant  shall  pay all  increased  taxes  above the 2001 base year real
estate taxes and all utility  charges for the  premises  during the term of this
Lease. Real Estate Taxes as provided in this paragraph 20 shall not be deemed to
include  (a)  unincorporated  business or  corporation  taxes of  Landlord,  (b)
franchise taxes, (c) estate,  gift,  succession,  transfer or inheritance taxes,
(d)  gross  receipts  or income  taxes,  or (e) any  similar  taxes  imposed  on
Landlord,  unless such taxes are levied, assessed or imposed as a substitute for
the whole or any part of, or as a  substitute  for an  increase  in,  the taxes,
assessments,  levies,  fees,  charges and  impositions  that now constitute Real
Estate  Taxes.  Further,  Real  Estate  Taxes  shall not be  deemed  to  include
mortgage, recording and capital gains taxes.

         21.      USE:

         Subject  to  and in  accordance  with  the  rules,  regulations,  laws,
ordinances,   statutory   limitations  and   requirements  of  all  governmental
authorities  and the  fire  insurance  rating  organization  and  board  of fire
underwriters  and  any  similar  bodies  having  jurisdiction  thereof,   Tenant
covenants and agrees that it shall have use of the Demised  Premises  solely for
offices  and  artifact  conservation,  salvage,  warehousing  and  distribution.
Landlord warrants that the premises as presently configured can be used for each
of the permitted purposes.

<PAGE>

22.      ZONING:

         Landlord represents that to the best of Landlord's knowledge, there are
no laws, regulations, zoning, or other restrictions that would interfere with or
prohibit  the use of the  Premises as a warehouse  and offices in their  present
configuration.  Tenant shall be solely  responsible for  determining  applicable
zoning and building requirements in accord with Tenant's intended uses. Landlord
shall have no  responsibility  for the costs of applying for or obtaining zoning
variances,  building  approvals  or  certificates  of  completion,  except  that
Landlord  will  cooperate as may  reasonably  be  necessary in the  execution of
applications for zoning variances and/or building permits which may be submitted
by Tenant.

         23.      TENANT'S ALTERATIONS:

         Landlord's  consent  shall not be  required  for  alterations  that are
purely internal and  non-structural  alterations.  Tenant must submit,  prior to
commencement  of any  alterations  requiring  Landlord's  consent,  a  plan  (in
suitable  detail)  describing any proposed  alterations.  Landlord  reserves the
right in its  reasonable  discretion  to approve such proposed  alterations.  No
alterations  requiring  Landlord's approval shall be commenced without the prior
written approval of Landlord.

         Tenant hereby  indemnifies and holds the Landlord  harmless against any
claims by  contractors  and/or  vendors,  and shall take all steps  necessary to
prevent the filing of any  mechanics  liens  against the Premises or any portion
thereof.  All  alterations  shall  remain the  property  of the  Landlord at the
termination of this Lease, except Tenant's trade fixtures and equipment.  In the
alternative,  Landlord  may  require  Tenant to remove  all  alterations  at its
expense  prior to the  expiration  of this  Lease.  No work shall be done on the
premises  unless the  persons  completing  said work are  covered by  applicable
worker's compensation and liability insurance. All such construction shall be in
full  compliance  with all  Federal,  State and local codes and  ordinances  and
insurance  requirements.  Since a floor drain is critical to Tenant's operation,
Landlord  will  not  unreasonably  withhold  approval  after  proper  plans  and
specifications have been provided by Tenant.


         24.      INDEMNITY-LIABILITY INSURANCE:

         (A) Tenant hereby  indemnifies  and saves Landlord and its  principals,
harmless  from and  against  any and all  claims,  losses,  damages or  expenses
(including  reasonable  attorney's  fees) or other liability  arising during the
term of this lease out of or in connection  with (i) the Tenant's  construction,
possession,  use, occupancy,  management,  repair, maintenance or control of the
Demised Premises or any part thereof,  or any other part of the Building used by
Tenant,  or (ii) any act or omission of Tenant or  Tenant's  agents,  employees,
contractors,  concessionaires,  licensees, invitees, subtenants or assignees, or
(iii) any  default,  breach,  violation or  nonperformance  of this lease or any
provision hereof by Tenant,  or (iv) any injury to person or property or loss of
life  sustained in or about the Demised  Premises or any party  thereof,  except
such claims found to be the result of the  negligence  or willful  misconduct of

<PAGE>

Landlord,  its agents,  employees or contractors.  Tenant shall, at its own cost
and  expense,  defend any and all  actions,  suits and  proceeding  which may be
brought  against,  and  Tenant  shall pay,  satisfy  and  discharge  any and all
judgments,  orders and decrees which may be made or entered against, Landlord or
its  principals,  with respect to, or in connection  with, any of the foregoing.
The comprehensive  general liability  coverage  maintained by Tenant pursuant to
this lease shall  specifically  insure the contractual  obligations of Tenant as
set forth in this lease.

         (B) Tenant covenants to provide on or before the  Commencement  Date of
the term  hereof and to keep in force  during the term hereof for the benefit of
Landlord and Tenant a  comprehensive  policy of liability  insurance  protecting
Landlord,  Tenant,  Landlord's  managing agent, if any (and any other parties as
Landlord  shall  designate  to be added as insured  parties)  against  liability
occasioned  by accident on or about the Demised  Premises.  Such policy is to be
written by good and solvent insurance  companies  licensed to do business in the
State of Georgia and reasonably  satisfactory to Landlord. The policy shall be a
comprehensive  General  Liability type and extended to include  personal  injury
liability and fire legal liability with the amounts of liability there under not
less  than   $1,000,000.00  in  respect  of  any  one  person,   not  less  than
$3,000,000.00 in respect of any one accident, and not less than $1,000,000.00 in
respect of property  damages.  In addition,  Tenant will,  at Tenant's  expense,
maintain (i) worker's  compensation  insurance  within statutory limits covering
all persons employed, directly or indirectly, in connection with any of Tenant's
Work or any repair or  alteration  authorized  by this lease or  consented to be
Landlord,  and all  employees and agents of Tenant with respect to whom death or
bodily injury claims could be asserted  against  Landlord or Tenant;  (ii) fire,
theft and extended coverage, including vandalism and malicious mischief coverage
insurance in an amount adequate (in Landlord's  discretion) to cover the cost of
replacement  of all  fixtures,  decorations,  improvements  and  contents in the
Demised  Premises.  Prior to the time such  insurance  is first  required  to be
carried  by  Tenant,  and  thereafter  at least  thirty  (30) days  prior to the
expiration  of  any  such  policy,  Tenant  agrees  to  deliver  to  Landlord  a
certificate  evidencing such insurance,  provided said  certificate  contains an
endorsement that such insurance may not be cancelled or modified except upon ten
(10) days'  written  notice to Landlord,  together  with evidence of payment for
this policy.  Tenant's  failure to provide and keep in force the  aforementioned
insurance shall be regarded as a material default hereunder,  entitling Landlord
to exercise any or all of the remedies as provided in this lease in the event of
Tenant's default.


<PAGE>


         25.      EXCULPATORY CLAUSE:

         If Landlord shall be an individual,  joint venture,  tenancy-in-common,
co-partnership, unincorporated association, or other unincorporated aggregate of
individuals  and/or entities,  or a corporation,  Tenant shall look only to such
Landlord's  estate and property in the Building and the land and where expressly
so provided in this lease,  for the  satisfaction  of Tenant's  remedies for the
collection of a judgment (or other  judicial  process)  requiring the payment of
money by  Landlord in the event of any  default by  Landlord  hereunder,  and no
other  property or assets of such Landlord or any of the principals of Landlord,
disclosed  or  undisclosed,  shall  be  subject  to  levy,  execution  or  other
enforcement  procedure for the  satisfaction of Tenant's  remedies under or with
respect to this lease,  the  relationship  of Landlord  and Tenant  hereunder or
Tenant's use or occupancy of the demised Premises.

         26.      BROKER:

     Tenant  covenants,  warrants  and  represents  that  there  was  no  broker
instrumental      in      consummating      this      lease      except      for
_________________________________the    Agents,    and   no   conversations   or
negotiations  were had with any  other  broker  concerning  the  renting  of the
Demised Premises. Tenant agrees to indemnify,  defend and hold and save Landlord
harmless against any and all liability from any claims of any broker arising out
of Tenant's acts (including,  without  limitation,  the cost of counsel fees and
disbursements  in  connection  with the defense of any such claims in connection
with  the  renting  of the  Demised  Premises).  The  brokerage  agreement  with
______________________the Agent, a copy of which is annexed hereto, forms a part
of this Lease and has been executed on this date.


         27.      TENANT'S REMEDIES:

         With respect to any provision of this lease which provides,  in effect,
that Landlord shall not unreasonably  withhold or unreasonably delay any consent
or any approval,  Tenant in no event shall be entitled to make, nor shall Tenant
make,  any claim,  and Tenant hereby waives any claim,  for money  damages;  nor
shall Tenant claim any money damages by way of setoff,  counterclaim  or defense
based upon any claim or  assertion  by Tenant  that  Landlord  has  unreasonably
withheld or  unreasonably  delayed any consent or approval;  but  Tenant's  sole
remedy shall be an action or  proceeding to enforce any such  provision,  or for
specific   performance,   injunction  or  declaratory  judgment.  If  Tenant  is
successful in such action, Landlord shall pay Tenant's reasonable legal fees and
expenses.  If  Tenant  is  unsuccessful  in any such  action,  Tenant  shall pay
Landlord's reasonable legal fees and expenses.


         28.      TENANT'S OPERATING OBLIGATIONS:

         Tenant covenants and agrees that during the term of this lease:

         (A) Tenant shall maintain any sanitary lines located inside the Demised
Premises  and shall not misuse  plumbing  facilities  or dispose of any  foreign

<PAGE>

substances  therein.  Tenant shall not permit any food,  waste, or other foreign
substances  to be thrown or drawn  into the pipes.  Tenant  shall  maintain  the
plumbing  located  inside the Demised  Premises  that it installs in good order,
repair and condition, and repair any damage resulting from any violation of this
paragraph.  Tenant shall make any repairs to the other plumbing in the Building,
if damage  results from  Tenant's  improper use of such  plumbing.  Tenant shall
maintain any required internal sprinkler service for the Premises.


         (B) Tenant will not encumber or obstruct or permit to be  encumbered or
obstructed  any  hallway,  service  elevator,  stairway  or  passageway  in  the
Building.


         29.      END OF TERM:

         If Tenant shall default in surrendering  the Demised  Premises upon the
expiration or termination  of the term,  Tenant's  occupancy  subsequent to such
expiration or  termination,  whether or not with the consent or  acquiescence of
Landlord,  shall be deemed to be that of a tenancy  at will and in no event from
month to month or from year to year,  and it shall be  subject to all the terms,
covenants and conditions of this lease  applicable  thereto,  except the minimum
Rent  shall be 150% of the amount  payable in the last year of the term,  and no
extension  or  renewal of this lease  shall be deemed to have  occurred  by such
holding over. In the event  Landlord  shall  commence  proceedings to dispossess
Tenant by reason of Tenant's default, Tenant shall pay, in addition to costs and
disbursements,  Landlord's  reasonable  attorney's  fees for each  proceeding as
Additional Rent hereunder.

         30.      ASSIGNMENT AND SUBLETTING:

         (A) Tenant will not, by operation of law or otherwise, assign, mortgage
or encumber  this lease,  nor sublet or permit the Demised  Premises or any part
thereof to be used by others,  without  Landlord's prior express written consent
in each instance.  The consent by Landlord to any assignment or subletting shall
not in any manner be  construed  to relieve  Tenant  from  obtaining  Landlord's
express  written  consent to any other or further  assignment or sub-letting not
shall any such consent by Landlord  serve to relieve or release  Tenant from its
obligations  to fully and  faithfully  observe  and  perform  all of the  terms,
covenants  and  conditions  of this lease on Tenant's  part to be  observed  and
performed.  The sale or transfer of a majority  ownership  interest in Tenant by
single or successive transfers of stock (if a corporate thereof),  or percentage
interests  in  a  partnership  (Other  than  a  transfer  to  a  member  of  the
transferor's  immediate family or a transfer by inheritance)  shall be deemed an
assignment under this article.

         (B) Further, and as a condition of Landlord's consent to any assignment
or subletting:

<PAGE>

(i) Tenant at the time of requesting  Landlord's consent shall not be in default
in the payment of any  Minimum  rent or  Additional  Rent  following  notice and
expiration of applicable  cure period,  provided to be paid by Tenant  hereunder
and further  that Tenant is not then in material  default  otherwise  under this
lease;

(ii) Each assignee of this lease shall assume,  and each subtenant of this lease
shall take subject to, in writing, all of the terms, covenants and conditions of
this lease on the part of Tenant hereunder to be performed and observed;

(iii) An original or duplicate  original of the  instrument  of  assignment  and
assumption or of the sublease  agreement  shall be delivered to Landlord  within
five (5) days following the making thereof;

(iv) Any instrument of sublease shall  specifically  state that each sublease is
subject to all of the terms, covenants and conditions of this lease;

(v) The space to be sublet shall be regular in shape with  appropriate  means of
ingress and egress for normal renting purposes.

         (C) Each permitted  assignee shall assume and be deemed to have assumed
this lease and shall be and remain liable  jointly and severally with Tenant for
the  payment of rent and for the due  performance  of all the terms,  covenants,
conditions and agreements  herein contained on Tenant's part to be performed for
the term of this lease and  renewals and  modifications  hereof.  No  assignment
shall be binding on Landlord unless, as hereinbefore provided,  such assignee or
Tenant  shall  deliver to Landlord a duplicate  original  of the  instrument  of
assignment which contains a covenant of assumption by the assignee of all of the
obligations  aforesaid  and shall  obtain from  Landlord the  aforesaid  written
consent prior thereto. Any assignment,  sublease or agreement permitting the use
and occupancy of the Demised Premises to which Landlord shall not have expressly
consented to in writing shall be deemed null and void and of no force or effect.

         (D) Tenant  agrees that  notwithstanding  any  subletting or assignment
permitted by Landlord,  no other and further  subletting of the Demised Premises
by Tenant or any person or entity claiming through or under Tenant shall or will
be made  except  upon  compliance  with and  subject to the  provisions  of this
article.


         31.      LANDLORD'S REMEDIES:

         Should  Tenant fail to pay within ten (10) days after same  becomes due
any  installment of Minimum Rent,  additional  Rent, or any other sum payable to
Landlord  under the terms of this lease,  then Tenant shall pay a late charge of
3% for each dollar overdue to cover the extra expenses involved in handling such
delinquency. Such late charge shall be paid by Tenant to Landlord at the time of
payment of the  delinquent  sum. Any and all sums due from Tenant,  which remain
unpaid for more than fifteen  (15) days,  shall accrue  interest  thereon  until
fully paid.

<PAGE>

         32.      INTEREST:

         Whenever this lease refers to  "interest",  same shall be computed at a
rate per annum of three percent (3%) in excess of the prime rate of interest set
forth in the Wall Street  Journal from time to time,  except where  otherwise in
this lease a different rate is specifically set forth.

         33.      ENTIRE AGREEMENT:

         This agreement  contains the entire  understanding and agreement of the
parties with respect to the subject  matter  hereof and no earlier  statement or
prior  written  matter shall have any force or effect.  Tenant agrees that it is
not relying on any  representations  or agreements,  written or oral, other than
those contained in this lease.  This agreement shall not be modified or canceled
except by a writing signed by all of the parties hereto.

         34.      SAVINGS PROVISION:

         If any  provision of this lease,  or its  application  to any situation
shall be invalid or unenforceable to any extent, the remainder of this lease, or
the application  thereof to situations other than that as to which it is invalid
or  unenforceable,  shall not be affected  thereby,  and every provision of this
lease shall be valid and enforceable to the fullest extent permitted by law.


         35.      LEASE NOT BINDING UNLESS EXECUTED:

         Submission  by Landlord  of the within  lease for  execution  by Tenant
shall  confer no rights nor impose any  obligations  on either  party unless and
until both  Landlord and Tenant  shall have  executed  this lease and  duplicate
originals thereof shall have been delivered to the respective parties.

         36.      LANDLORD'S CONSENT:       (INTENTIONALLY DELETED)
                  ------------------         ----------------------


         37.      LANDLORD'S RIGHT OF SELF-HELP:

         Tenant  covenants and agrees that if Tenant shall, at any time, fail to
make any  payment or perform  any other act on its part to be made or  performed
under this lease,  Landlord  may, but shall not be obligated  to, after ten (10)
days prior written  notice to Tenant and without  waiving,  or releasing  Tenant
from any  obligation  of Tenant  under this lease,  make such payment or perform
such other act to the extent  Landlord  may deem  desirable,  and in  connection
therewith,  to pay reasonable  expenses and employ counsel.  All sums so paid by
Landlord,  and  all  reasonable  expenses  in  connection  therewith,  including
attorneys'  fees,  together with interest thereon from the date of such payment,
shall be deemed Additional Rent hereunder and be payable to Landlord on demand.

<PAGE>


38.      MAINTENANCE AND REPAIRS/UTILITIES:

         (A) Landlord covenants, at Landlord's sole cost and expense to maintain
and to make  all  necessary  structural  repairs  to the  Demised  Premises  and
structural repairs to the exterior of the Building and the water and sewer lines
servicing the Demised Premises that are located outside of the Demised Premises.
As used  herein,  "Structural  Repairs"  shall  mean  repairs  to the  following
elements only: the roof, load bearing structural elements, exterior walls, mains
and conduits  carrying  utilities  into the Demised  Premises to the point where
Tenant connects to same.  Tenant shall maintain the plumbing,  electric and HVAC
systems as  presently  exist at the Demised  Premises,  and shall  maintain  the
external sidewalks and parking area, assigned for Tenant's use.

         (B) Tenant covenants,  at Tenant's sole cost and expense,  to take good
care  of  the  Demised   Premises  and  building   equipment   therein  and  all
appurtenances  therein, to keep the same and each and every part thereof in good
repair,  order and condition and to make promptly all  reasonably  and necessary
repairs,  alterations and replacements.  Any replacements required to be made by
Tenant under this lease shall be of type and material of equal or better quality
than the original item replaced.  Tenant shall  maintain the  landscaping at the
Demised Premises, at its sole expense.

         (C) If  Tenant  shall  fail,  refuse  or  neglect  to make  repairs  in
accordance  with the terms of this lease,  then  Landlord has the right (but not
the obligation) to make any such repairs (upon ten (10) days' notice,  except in
the case of an emergency)  and Landlord  shall be reimbursed for its expenses in
so doing  (plus a 15%  administrative  and  overhead  fee),  and the  amount  of
reimbursement shall be deemed Additional Rent hereunder. If Landlord shall fail,
refuse or neglect to make  repairs in  accordance  with the terms of this lease,
then  Tenant has the right  (but not the  obligation)  to make any such  repairs
(upon ten (10)  days'  notice,  except in the case of an  emergency)  and Tenant
shall be reimbursed for its expenses in so doing (plus a 15%  administrative and
overhead fee), and the amount of reimbursement  may be off-set by Tenant against
Rent due hereunder.

         (D) Heating, cooling and electricity, together with telephone, fire and
security  alarms,  cable or similar  installation  and service shall be the sole
responsibility of Tenant,  at Tenant's sole cost and expense.  Tenant shall make
all  arrangements  for such  services with the company  supplying  said service,
including the deposit requirement for the furnishing of service.  Landlord shall
not be responsible for any delays occasioned by failure of any vendor to furnish
service.

39.      REIMBURSEMENT FOR LANDLORD'S EXPENSES INCURRED IN THE ENFORCEMENT
         OF THIS LEASE:

         Tenant  covenants and agrees to pay, and to indemnify  Landlord against
all  reasonable  legal costs and charges,  including  reasonable  counsel  fees,
lawfully incurred in obtaining  possession of the Demised Premises after default
by Tenant  following notice and expiration of the applicable cure period or upon
expiration or earlier  termination of the term of this lease or in enforcing any
covenant or agreement of Tenant herein contained (regardless of the commencement

<PAGE>

of  litigation),  or in the defense of any suit arising out of the  occupancy or
operation  of the  Demised  Premises by Tenant.  If Tenant  shall  commence  any
litigation or proceeding  against Landlord,  and Tenant shall not prevail,  then
Tenant  shall  reimburse  Landlord  for  all  costs,   expenses  and  reasonable
attorney's  fees that  Landlord  actually  incurred in defending  such action or
proceeding against the other party. If Landlord shall commence any litigation or
proceeding against Tenant,  and Landlord shall not prevail,  then Landlord shall
reimburse  Tenant for all costs,  expenses and reasonable  attorney's  fees that
Tenant  actually  incurred in defending  such action or  proceeding  against the
other party.

         40.      NO RECORDATION:

         Tenant shall not record this lease or a memorandum hereof.


41.      TENANT ACCEPTS DEMISED PREMISES "AS IS"; NO REPRESENTATIONS EXCEPT
         AS SPECIFIED:

Tenant has had an  opportunity  to inspect  the  Demised  Premises  and is fully
familiar  with the  physical  condition  of the Demised  Premises and every part
thereof.  Landlord has made no  representations of whatever nature in connection
with the  condition of the Demised  Premises or any part  thereof  except as set
forth herein,  and Landlord shall not be liable for any latent or patent defects
therein. Notwithstanding anything to the contrary herein, Landlord represents as
follows: At the delivery of possession, and for the thirty (30) days thereafter,
the HVAC,  plumbing,  sewer,  and electrical  systems at the premises will be in
good working order, and all lights in the premises will be operational.


42.      HAZARDOUS MATERIALS:

         Except for regular and customary  cleaning and office supplies,  Tenant
shall  not carry or permit  any  Hazardous  Material  (as  defined  below) to be
brought  upon,  kept,  stored or used in or about the  Premises  by Tenant,  its
agents, employees,  contractors,  or invitees, without the prior written consent
of landlord (which Landlord shall not unreasonably withhold,  delay or condition
so long as Tenant demonstrates to Landlord's  reasonable  satisfaction that such
Hazardous  Material is necessary  to Tenant's  business and will at all times be
used,  kept,  stored and disposed of in a manner that complies at all times with
all laws  regulating  any such  Hazardous  Materials).  If Tenant  breaches  the
obligations  stated in the preceding  sentence,  or if the presence of Hazardous
Material on the Premises caused or permitted by Tenant results in  contamination
of the  Premises  or  causes  the  Premises  not to comply  with any  applicable
environmental  law, rule,  regulation or ordinance,  or if  contamination of the
Premises by  Hazardous  Material  otherwise  occurs for which  Tenant is legally
liable  to  Landlord  for  damage  resulting  there  from,  then  Tenant  hereby
indemnifies,  defends  and  holds  Landlord  harmless  from any and all  claims,
judgments,  penalties,  fines, costs, liabilities, or losses (including any sums
paid in settlement of claims,  attorneys' fees, consultant fees and expert fees)
which  arise  during  or after the term of this  Lease as a result  of  Tenant's
breach of its obligations under this Section.  This  indemnification of Landlord
by Tenant includes,  without  limitation,  costs incurred in connection with any
investigation  of  site  conditions  or  any  cleanup,   remedial,   removal  or

<PAGE>

restoration work required by any federal,  state or local governmental agency or
political subdivision because of Hazardous Materials present in, on or about the
Premises  or in the soil or  groundwater  on or under or  around  the  Premises.
Without limiting the foregoing,  if the presence of any Hazardous  materials in,
on or  about  the  Premises  caused  or  permitted  by  Tenant  results  in  any
contamination  of  the  Premises  or  the  violation  by  the  Premises  of  any
environmental laws, rules, regulations or ordinances, Tenant shall promptly take
all actions at its sole  expense as are  necessary to return the Premises to the
condition  existing prior to the  introduction  of any such  Hazardous  Material
thereto or the  violation of any such law.  Such actions  shall be undertaken in
accordance  with all  applicable  laws,  rules and  regulations,  ordinances and
accepted industry practices.

         "Hazardous  Material" is used in this Lease in its  broadest  sense and
shall  mean any  asbestos,  petroleum  based  products,  pesticides,  paints and
solvents,   polychlorinated   biphenyl,  lead,  cyanide,  DDT,  acids,  ammonium
compounds and other chemical  products and any substance or material  defined or
designated as hazardous or toxic  substance,  material or waste or other similar
term,  by any federal,  state or local  environmental  statute,  regulation,  or
ordinance  affecting the Premises presently in effect or that may be promulgated
in the future.

         Landlord   represents  and  warrants  that  there  are  no  pending  or
threatened  violations  against the Demised  Premises  arising out of Landlord's
possession or use of Hazardous Materials.

43.      PARKING:

                  Tenant  shall  have,  during  the  term  of  this  Lease,  the
exclusive right to use the parking area located at the Premises.

44.      SIGNAGE:

         Tenant may place signs on the Premises, subject to all local ordinances
and subject to prior written  approval of Landlord.  Such approval  shall not be
unreasonably withheld.


<PAGE>




45.      NOTICES:

         Copies of all notices to Tenant shall be sent to:

                           RMS Titanic, Inc.
                           -------------------
                           Atlanta, GA

     Copies of all notices to Landlord shall be sent to:




46.      ASSIGNMENT TO AFFILIATES:

          Tenant may assign the lease or sublet the premises or any part thereof
without Landlord's consent to an entity which is an affiliate of Tenant, or to a
successor  which is the result of a merger or  consolidation.  An  affiliate  is
defined as any entity, which directly or indirectly  controls,  is controlled by
or is under common control with Tenant.

47.      HEADINGS:

         The marginal  headings are inserted only as a matter of convenience and
in no way define the scope of this lease or the intent of any provision thereof.


48.      QUIET ENJOYMENT:

         Landlord  covenants  that the said Tenant on paying the said rent,  and
performing  all the covenants  aforesaid,  shall and may  peacefully and quietly
have, hold and enjoy the said demised premises for the Term aforesaid.


49.      SUCCESSORS AND ASSIGNS:

         And it is  mutually  understood  and  agreed  that  the  covenants  and
agreements  contained  in the within  lease  shall be binding  upon the  parties
hereto and their respective successors, heirs, executors and administrators.



<PAGE>




50.      NO SECURITY DEPOSIT:

         In lieu of any security  deposit,  Tenant shall deliver a check for the
following rent upon the signing of this Lease:

         October 18-31, 2001                $  2,548.00
         November, 2001                     $  5,460.00
         December, 2004                     $  6,720.00

         Total:                              $14,728.00


51.      GOVERNING LAW:

         Georgia law shall  govern all matters  concerning  this Lease,  without
regard to conflicts of law.


52.      MISCELLANEOUS:

         During  the  term  of  this   Lease,   Tenant  may  use  the   existing
refrigerator/freezer  and shelving installations.  Tenant shall maintain same in
good  working  order  throughout  the term of this  Lease,  normal wear and tear
accepted. Tenant shall obtain and pay for service contracts for the alarm system
at the  Premises.

         Tenant    shall   not   be    permitted    to   remove   the   existing
refrigerator/freezer  unit on the premises,  and Landlord shall not be obligated
to remove it.  Tenant may, at its option and expense,  arrange for a maintenance
contract for said unit.

<PAGE>




         IN WITNESS WHEREOF,  Landlord and Tenant have  respectively  signed and
executed this lease as of the day and year first above written.


WITNESSES:                            LANDLORD:


---------------------

                                      By:      ____________________________
---------------------


                                      TENANT:

                                      RMS Titanic, Inc.
---------------------

                                      By:      ____________________________
---------------------