THIRD AMENDMENT TO LEASE

Exhibit 10.1

THIRD AMENDMENT TO LEASE

     THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made as of the Amendment Date (as hereinafter defined) by and between TOWER PLACE, L.P., a Georgia limited partnership (“Landlord”) and RMS TITANIC, INC., a Florida corporation (“Tenant”).

RECITALS

     Landlord and Tenant have previously entered into that certain Tower Place Office Lease dated March 27, 2000 as amended by that certain First Amendment of Lease dated August 8, 2003 and further amended by that certain Second Amendment to Lease dated November 8, 2005 (collectively, the “Lease”) for the lease of approximately 6,086 rentable square feet of space, more commonly known as Suite 0000 Xxxxx Xxxxx, 0000 Xxxxxxxxx Xxxx, XX (the “Existing Premises”) located within Tower Place, Atlanta, Xxxxxx County, Georgia.

     Landlord and Tenant desire to amend the Lease as more particularly set forth below.

     NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Definitions. All capitalized terms used herein but undefined shall have the meaning as defined in the Lease. For purposes of the Lease, and this Amendment, the following term shall mean the following:

     “Landlord Entities” shall mean Landlord, Landlord’s investment manager, and the trustees, boards of directors, officers, general partners, beneficiaries, stockholders, employees and agents of each of them.

2. Expansion Space. Commencing on May 1, 2006 (the “Effective Date”), the Premises shall be expanded to also include that certain additional space as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (the “Second Expansion Space”) containing approximately 3,563 rentable square feet. Commencing on the Effective Date, the Premises shall be defined as the Existing Premises, the Expansion Space and the Second Expansion Space and shall consist of an agreed area of 9,649 rentable square feet.

3. Change in Tenant’s Share. Commencing on the Effective Date, Tenant’s Share (as defined in Section 1.1(k) of the Lease) shall be increased to 1.58%.

4. Rent.

     (a) As of the Effective Date, the Base Rental for the Second Expansion Space shall be payable according to the following schedule:

Period				Rentable Square				Annual Base Rental				Annual Base				Monthly Installment
from		through		Footage				Per Square Foot				Rental				of Base Rental
5/1/2006		8/31/2006			3,563			$	24.69			$	87,970.44			$	7,330.87
9/1/2006		8/31/2007			3,563			$	25.43			$	90,609.60			$	7,550.80
9/1/2007		8/31/2008			3,563			$	26.19			$	93,327.84			$	7,777.32
9/1/2008		2/28/2009			3,563			$	26.98			$	96,127.68			$	8,010.64

     (b) All Rent payable by Tenant shall be paid to Landlord at the following address:

If by U.S. Mail:		Tower Place, L.P. 00 Xxxxxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, XX 00000-0000
If by Overnight Delivery:		LB Overnite: Tower Place, L.P. 350 N. Orleans Receipt & Dispatch, 0xx Xxxxx Xxxxxxx #0000 Xxxxxxx, XX 00000
If By Wire Transfer:		The Northern Trust Company 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 ABA No.: For Credit to: Tower Place, a Property of Tower Place, L.P., by RREEF Management Company Account No.:

     (c) Notwithstanding anything herein to the contrary, Tenant hereby acknowledges and agrees that Tenant shall continue to pay Base Rental for the Existing Premises for the remainder of the Lease Term in accordance with the terms of Section 6 of the First Amendment of Lease and for the Expansion Premises for the remainder of the Lease Term in accordance with the terms of Section 5 of the Second Amendment to Lease.

5. Landlord’s Notice Address. Notwithstanding anything to the contrary contained in the Lease, pursuant to Section 8.1 of the Lease, Landlord’s address for notices shall be:

     To Landlord:

Tower Place, L.P.
c/o RREEF
0000 Xxxxxxxxx Xxxx, XX, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx

     and

Tower Place, L.P.
c/o Regent Partners, LLC
0000 Xxxxxxxxx Xxxx, XX, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxx Xxxxx

6. Miscellaneous.

     (a) Tenant accepts the Premises in their “as-is” condition subject to Landlord’s obligation to complete Landlord’s Work.

     (b) Tenant represents to Landlord that, as of the date hereof, Landlord is not in default of the Lease.

     (c) For purposes of this Amendment, the term “Amendment Date” shall mean the date upon which this Amendment is signed by Landlord or Tenant, whichever is later.

     (d) Except as amended hereby, the Lease shall be and remain in full force and effect and unchanged. As amended hereby, the Lease is hereby ratified and confirmed by Landlord and Tenant. To the extent the terms hereof are inconsistent with the terms of the Lease, the terms hereof shall control.

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     (e) The submission of this Amendment to Tenant for examination or consideration does not constitute an offer to amend the Lease, and this Amendment shall become effective only upon the execution and delivery thereof by Landlord and Tenant.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and sealed as of the Amendment Date.

Date:		LANDLORD:
		TOWER PLACE, L.P., a Georgia limited partnership
		By: RREEF America REIT III Corp. O, a Maryland corporation, general partner
		By: RREEF Management Company, a Delaware corporation, Authorized Agent
		By:
				Xxxx Xxxxxxxx Vice President — District Manager
Date:		TENANT:
		RMS TITANIC, INC., a Florida corporation
		By:
				Name:
				Title:
		Attest:
				Name:
				Title:

[CORPORATE SEAL]

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EXHIBIT A — SECOND EXPANSION SPACE

This Exhibit A is attached to and made a part of the Third Amendment to Lease, Reference Date of ______ ___, 2006, between Tower Place, L.P., as Landlord and RMS Titanic, Inc., as Tenant.

Exhibit A is intended only to show the general layout of the Second Expansion Space. It is not to be scaled; any measurements or distances shown should be taken as approximate.

EXHIBIT “B” — LANDLORD WORK

This Exhibit “B” is attached to and made a part of the Third Amendment to Lease, Reference Date of ______ ___, 2006, between Tower Place, L.P., as Landlord and RMS Titanic, Inc., as Tenant

     1. Premises Leased “As Is”. Tenant and Landlord agree and Tenant acknowledges that the Premises are in all respects being leased by Landlord to Tenant, and shall be accepted by Tenant, in their current “AS IS/WHERE IS” condition and that Landlord has and shall have no obligation or duty whatsoever to make any alterations, repairs or improvements of any kind or nature in or to the Premises in order to prepare same for Tenant’s occupancy, except for such alterations, repairs or improvements, if any, as may be expressly provided in Paragraph 2 below.

     2. Landlord’s Work. Landlord agrees to construct the Premises based upon a mutually accepted plan with building standard finishes.

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