FOURTH AMENDMENT TO
                            EXHIBITION TOUR AGREEMENT

     THIS AMENDMENT TO EXHIBITION TOUR AGREEMENT  ("Agreement")  is entered into
this  First day of May,  2002,  by and  between  RMS  TITANIC,  INC.,  a Florida
corporation  ("RMST")  and CLEAR  CHANNEL  ENTERTAINMENT  -  EXHIBITS,  INC.,  a
Delaware  corporation,  formerly  known 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  Agreement  dated
     March 31, 1999;

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

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

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

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


                                FOURTH 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 Fourth Amendment which is
not  defined  herein  will have the  meaning  assigned  thereto  pursuant to the
provisions  of the  Agreement,  First  Amendment,  Second  Amendment  and  Third
Amendment.

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


<PAGE>

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

                                       Begin Date             End Date
                                       ----------             --------
                  Extension Period  January 6, 2003      December  31, 2003

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

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

3.  Ratification.  Except as expressly  amended  hereby,  the  Agreement,  First
Amendment,  Second  Amendment and Third  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: ____________________________


                             CLEAR CHANNEL ENTERTAINMENT - EXHIBITS, INC.

                             By: _____________________________
                             Name: ___________________________
                             Title: ____________________________


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