THIRD AMENDMENT TO
                            EXHIBITION TOUR AGREEMENT

     THIS AMENDMENT TO EXHIBITION TOUR AGREEMENT  ("Agreement")  is entered into
this 7th day of  March,  2002,  by and  between  RMS  TITANIC,  INC.,  a Florida
corporation ("RMST") and SFX FAMILY ENTERTAINMENT,  INC., a Delaware corporation
and successor in interest to MAGICWORKS ENTERTAINMENT, INC. ("SFXFE").

                                    RECITALS

A.   RMST and SFXFE have previously  entered into that Agreement dated March 31,
     1999;

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

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

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


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

     2. Modification to Financial  Provisions.  The provisions in the Agreement,
First Amendment and Second  Amendment  relating to the financial  obligations of
SFXFE to RMST are hereby amended as follows:

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     (a)  Division  and  Payment  of  Revenues.  Upon  execution  of this  Third
Amendment, new Section 6.8 shall be added and shall read as follows:


                  With  regard  to the  Exhibition  to be held at the  Museum of
                  Science and Industry in Chicago, Illinois during the period of
                  July 1, 2002 through  January 3, 2003 ("Chicago  Exhibition"),
                  SFXFE  agrees to pay an  advance  equal to Two  Hundred  Fifty
                  Thousand Dollars ($250,000) ("Advance") to RMST upon execution
                  of this Third  Amendment.  In the event that  Revenues  earned
                  during  the 2002  year  from  all  Exhibits  equal  or  exceed
                  Fourteen   Million   Four   Hundred   Ten   Thousand   Dollars
                  ($14,410,000),  SFXFE  shall pay to RMST  twenty-five  percent
                  (25%)  of  the  Revenues  earned  by the  Chicago  Exhibition.
                  However,  if  Revenues  earned  during  the 2002 year from all
                  Exhibits  is less  than  Fourteen  Million  Four  Hundred  Ten
                  Thousand Dollars ($14,410,000), SFXFE shall pay to RMST twenty
                  percent   (20%)  of  the   Revenues   earned  by  the  Chicago
                  Exhibition.  The Advance  shall be recouped from first dollars
                  otherwise distributed by SFXFE to RMST.

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

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

                                       Begin Date                 End Date
                  Extension Period   November 30, 2001           January 5, 2003

(b)  Notwithstanding  Section 2(a) hereof, the following  Exhibitions will close
     on the dates as note:

                                                              Close Date
                  Phoenix, Arizona Exhibition               May 2002
                  Cleveland, Ohio Exhibition                September 2002
                  Richmond, Virginia Exhibition             January 2003
                  Houston, Texas Exhibition                 January 2003
                  Chicago, Illinois Exhibition              January 2003

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

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

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


                                      SFX FAMILY ENTERTAINMENT, INC.

                                      By: _____________________________
                                      Name: ___________________________
                                      Title: ____________________________