EXHIBIT 10.49

                            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

<PAGE>

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%".

<PAGE>

                                       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