SIXTH AMENDMENT TO
                            EXHIBITION TOUR AGREEMENT


         This Sixth Amendment to Exhibition Tour Agreement (this "Sixth
Amendment") is entered into this __ day of May, 2004 by and between RMS TITANIC,
INC., a Florida corporation ("RMST") and CLEAR CHANNEL ENTERTAINMENT - EXHIBITS,
INC., a Delaware corporation, formerly knows as SFX Family Entertainment, Inc.,
a Delaware corporation and successor in interest to Magicworks Entertainment,
Inc. ("CCE Exhibits").

                                    RECITALS
                                    --------

A. RMST and CCE Exhibits have previously entered into that certain Exhibition
Tour Agreement dated March 31, 1999 (the "Agreement").

B. RMST and CCE Exhibits amended the Agreement on September 18, 2000 (the "First
Amendment").

C. RMST and CCE Exhibits amended the Agreement on May 7, 2001 (the "Second
Amendment").

D. RMST and CCE Exhibits amended the Agreement on March 7, 2002 (the "Third
Amendment").

E. RMST and CCE Exhibits amended the Agreement on May 1, 2002 (the "Fourth
Amendment").

F. RMST and CCE Exhibits amended the Agreement on August 15, 2003 (the "Fifth
Amendment"). The First, Second, Third, Fourth and Fifth Amendments are
collectively referred to herein as the "Prior Amendments."

G. RMST and CCE Exhibits desire to amend the Agreement, as amended by the Prior
Amendments, as more fully set forth herein.

                                 SIXTH 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 are hereby mutually acknowledged, the parties
hereto do hereby agree as follows:

1.       Defined Terms. Each capitalized term used in this Sixth Amendment which
         is not defined herein will have the meaning assigned thereto pursuant
         to the provisions of the Agreement, as amended by the Prior Amendments.

2.       Purchase of Exhibitry.

(a)      Pursuant to the Fifth Amendment, RMST agreed to purchase the Exhibitry
         from CCE Exhibits for the purchase price of Six Hundred Thousand
         Dollars ($600,000) (the "Purchase Price"). By its execution of this
         Sixth Amendment, RMST is agreeing to pay for all costs connected with
         the conservation of the "big piece" after the Tampa venue, and as a
         result of such agreement will receive a credit of $31,500 against the
         Purchase Price.

<PAGE>

(b)      The remaining $568,500.00 of the Purchase Price shall be paid by RMST
         as follows:

(i)      RMST shall receive a credit against the Purchase Price in the amount of
         the royalty due to RMST from CCE Exhibits with respect to the period
         from January 1, 2004 through from May 31, 2004 (which shall be the
         closing date for the Tampa Exhibition) which royalty amount RMST hereby
         authorizes CCE Exhibits to retain in partial satisfaction of the
         Purchase Price;

(ii)     The Purchase Price will be increased by the amount of any downward
         adjustment made to the royalty payable with respect to the London
         Exhibition for calendar year 2003 if an audit of such period results in
         a lower royalty payment being due to RMST than the amount that has
         previously been made with respect thereto;

(iii)    RMST shall receive a credit against the Purchase Price in the amount in
         the amount of any upward adjustment to the royalty payable with respect
         to the London Exhibition for calendar year 2003 if an audit of such
         period results in a higher royalty payment being due to RMST than the
         amount that has previously been made with respect thereto (which
         adjustment amount RMST hereby authorizes CCE Exhibits to retain in
         partial satisfaction of the Purchase Price);

(iv)     Upon submission of a paid invoice for such shipping, RMST shall receive
         a credit against the Purchase Price in the amount of one-half of the
         cost of shipping the "big piece" from Tampa, Florida to the
         conservator, such credit under this subparagraph (iv) not to exceed in
         any event $3,500.00; and

(v)  The balance of the  Purchase  Price  shall be paid as  follows:  (A) if, on
     December 1, 2004,  the unpaid  balance of the Purchase  Price is $50,000 or
     more,  RMST  shall  make a payment  on such date  against  the  outstanding
     Purchase  Price in the amount of $50,000  but if, on such date,  the unpaid
     balance of the Purchase  Price is less than  $50,000,  RMST shall repay the
     entire  unpaid  Purchase  Price on such date;  (B) if, on May 1, 2005,  the
     unpaid balance of the Purchase Price is $50,000 or more,  RMST shall make a
     payment on such date against the outstanding  balance of the Purchase Price
     in the amount of $50,000  but if, on such date,  the unpaid  balance of the
     Purchase Price is less than $50,000,  RMST shall repay the entire  Purchase
     Price on such  date;  and (C) any  unpaid  portion  of the  Purchase  Price
     outstanding  on December  1, 2005 shall be paid in full on such date.  RMST
     shall  have the right to prepay all or any  portion of the unpaid  Purchase
     Price at any time.

(c)  Pursuant to the Fifth  Amendment,  RMST agreed to deliver to CCE Exhibits a
     Letter of Credit  securing its payment of the unpaid amount of the Purchase
     Price.  RMST has requested CCE Exhibits to waive the requirement  that RMST
     deliver the Letter of Credit, and CCE Exhibits is willing to do so provided
     RMST grants a security  interest to CCE Exhibits in the  Exhibitry  and its
     accounts  and  other  amounts  payable  to it with  respect  to any  future
     exhibitions of the Titanic  artifacts.  In  consideration of the foregoing,
     RMST  agrees to  execute a  Security  Agreement  in favor of CCE  Exhibits,
     whereby  RMST  grants a security  interest  to CCE  Exhibits  in all of the
     Exhibitry  and accounts and other  amounts  payable to RMST with respect to
     future exhibitions of the Titanic artifacts, which Security Agreement shall
     be in form  and  substance  satisfactory  to CCE  Exhibits.  Such  Security
     Agreement will contain,  among other items, an authorization by RMST to CCE

                                       2
<PAGE>

     Exhibits to file, in such jurisdictions where CCE Exhibits deems necessary,
     a UCC-1  Financing  Statement,  without the  necessity of the  signature of
     RMST,  describing the collateral covered by such Security  Agreement.  Once
     the Purchase  Price is paid in full, CCE Exhibits will release its security
     interest against the Exhibitry and other collateral.

(d)  The provisions of this Section 2 shall supersede the provisions of Section
4 of the Fifth Amendment.

3.       Costs of Conservation. In consideration for its receipt of the credits
         against the Purchase Price for the Exhibitry described in paragraphs
         2(a) and 2(b)(iv) above, RMST agrees to be responsible for, and pay
         for, shipping the "big piece" from Tampa, Florida to the conservator,
         and the conservation which will occur after the Tampa venue.

4.       Acknowledgment of Receipt of Exhibitry. As an inducement to CCE
         Exhibits' entering into this Sixth Amendment, RMST hereby acknowledges
         and agrees with CCE Exhibits that RMST has received and taken
         possession of all items of the Exhibitry to which it is entitled, save
         and except the items of Exhibitry currently located at the Museum of
         Science and Industry in Tampa, Florida and used in connection with the
         Tampa Exhibition.

5.       Ratification. Except as superseded by the express terms of this Sixth
         Amendment, all terms of the Agreement, as amended by the Prior
         Amendments, shall remain in full force and effect.

         IN WITNESS WHEREOF, each party has executed this Sixth Amendment
effective as of the day and year first above written.

RMS TITANIC, INC.                   CLEAR CHANNEL ENTERTAINMENT - EXHIBITS, INC.



By:                                          By:
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Printed Name:                                Printed Name:
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Title:                                       Title:
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