AMENDMENT TO EXHIBITION TOUR AGREEMENT


         THIS  AMENDMENT TO EXHIBITION  TOUR  AGREEMENT  (this  "Amendment")  is
entered into this 18th day of September,  2000 by and between RMS TITANIC, INC.,
a Florida corporation ("RMST") and SFX FAMILY ENTERTAINMENT,  INC. (SUCCESSOR BY
MERGER TO MAGICWORKS ENTERTAINMENT, INC.), a Delaware corporation ("SFX").

                                    RECITALS

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

         B.  RMST and SFX  wish to amend  certain  provisions  contained  in the
Agreement as more fully set forth herein.

                                    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 Amendment which is
not  defined  herein  will have the  meaning  assigned  thereto  pursuant to the
provisions of the Agreement.

         2.  Modification  to  Financial  Provisions.   The  provisions  in  the
Agreement  relating  to the  financial  obligations  of SFX to RMST  are  hereby
amended as follows:

          (a) Elimination of Orlando Payments.  Section 3.17 of the Agreement is
     hereby deleted in its entirety and replaced with the following:

                  "3.17 SFX shall prepare a current  calculation of all payments
                  due and owing to RMST as a result of the tickets  sold for the
                  Orlando  Exhibition and RMST shall be paid all such amounts in
                  full  on  or  before  the  execution  of  this  Agreement.  In
                  addition,  within  ten (10) days after the  execution  of this
                  Agreement,  SFX shall  make  available  to RMST all  Artifacts
                  owned  by RMST  and  located  at the  Orlando  Exhibition  for
                  packing and pick-up by RMST at the Orlando Exhibition."

          (b) Modification of the Financial  Guarantee to RMST.  Effective as of
     the  commencement of the Extension  Period,  the text of Section 5.1 of the
     Agreement shall be amended in its entirety to read as follows:


<PAGE>


                  SFX  unconditionally  guarantees  to RMST the  payment  of Two
                  Million Dollars  ($2,000,000)  for the Extension  Period.  The
                  foregoing  guarantee  shall be payable as follows with respect
                  to the  Extension  Period:  (a) $750.000 upon the execution of
                  this  Amendment,  (b)  $500,000  on the first day of the First
                  Extension Period and (c) 750,000 on the first day of the sixth
                  month of the Extension Period.

The phrase  "subdivision  (b) of" appearing in the second line of Section 5.2 of
the Agreement is hereby deleted.

          (c)  Modification to Revenue Sharing  Provisions.  With respect to the
     Extension  Period,  RMST will be  entitled to twenty  percent  (20%) of the
     Revenue  against the  guaranteed  payment of Section  5.1 of the  Agreement
     instead of sixty-five  percent (65%) of the Profits  against the guaranteed
     payment  of  Section  5.1 of the  Agreement.  In  order to  effectuate  the
     foregoing,  the Agreement is hereby amended as follows  effective as of the
     commencement of the Extension Period:

                         (1) The second sentence of Section 6.1 of the Agreement
                    is deleted.

                         (2) The text of Section 6.2 of the  Agreement is hereby
                    deleted in its entirety and replaced with the following:

                           Revenue (as defined in Section  1.9) shall be divided
                           between RMST and SFX as follows: twenty percent (20%)
                           thereof  shall  be paid to RMST  and  eighty  percent
                           (80%)  will  be  paid  to or  retained  by  SFX.  The
                           $2,000,000   guaranteed  payment  for  the  Extension
                           Period  paid by SFX to RMST  pursuant  to  Section  5
                           hereof and any  Additional  Advances made pursuant to
                           Section 6.8 hereof will be  credited  against  RMST's
                           share of the Revenue. SFX will be responsible for the
                           payment of all Project  Expenses  out of its share of
                           the Revenue.

                         (3) The text of Section 6.3 of the  Agreement is hereby
                    deleted in its entirety and replaced with the following:

                           Revenue for the Extension  Period shall be determined
                           on a  fiscal  year  basis  as of the  last day of the
                           Extension Period,  and SFX will pay within sixty (60)
                           days  thereafter to RMST the amount (if any) by which
                           twenty percent (20%) of the Revenue for the Extension
                           Period   exceeds  the  sum  of  (i)  the   $2,000,000
                           guaranteed payment paid to RMST pursuant to Section 5
                           hereof with respect to the Extension Period plus (ii)
                           the amount of any  Additional  Advances  paid to RMST
                           pursuant  to  Section  6.8  hereof  (which  does  not
                           include  the South  American  Exhibition)  during the
                           Extension Period.

                         (4) The phrase "and Project Expenses"  appearing in the
                    second  line  of  Section  6.4 of the  Agreement  is  hereby
                    deleted.

<PAGE>


                         (5) The  Monthly  Reports  and the  Annual  Accountings
                    required to be  provided by SFX to RMST  pursuant to Section
                    6.5 of the Agreement during the Extension Period will not be
                    required  to  include  any  information  concerning  Project
                    Expenses  or  Profits  (which  does not  include  the  South
                    American  Exhibition).  All such Monthly  Reports and Annual
                    Accountings  need only include the information  specified in
                    Section 6.5 of the Agreement with respect to Revenue for the
                    applicable  period.  The Annual Accounting for the Extension
                    Periods  will be  delivered by SFX to RMST within sixty (60)
                    days of the last day of the Extension Period.

                         (6) A new  Section  6.8 is  hereby  added at the end of
                    Section  6, the text of which will read in its  entirety  as
                    follows:

                           If,  during  the  Extension   Period,   SFX  collects
                           $10,000,000  or more  in  Revenue,  then  thereafter,
                           prior to moving an  Exhibition  during the  Extension
                           Period to any city  other than a "Short Run City" (as
                           herein  defined),  SFX must pay to RMST  $500,000 (an
                           "Additional  Advance")  as an  additional  guaranteed
                           payment  against RMST's twenty percent (20%) share of
                           Revenue during the Extension  Period. As used herein,
                           a "Short  Run  City"  shall be any city in which  (i)
                           there is proposed to be less than 12,000  square feet
                           of  exhibition  space and (ii) the  proposed  term of
                           exhibition  is 60 days or  less;  provided,  however,
                           that in no event  shall  Los  Angeles  or New York be
                           deemed to be Short Run Cities. SFX agrees that if the
                           Exhibition  is  presented in Los Angeles or New York,
                           such   presentation  must  be  on  a  basis  that  is
                           comparable  to or superior to the current  parameters
                           of the Chicago Exhibition.

                  (d)  Modification  to the  Definition of Revenue.  In order to
         modify the  definition of the term  "Revenue" in the  Agreement,  a new
         sentence is hereby added at the end of Section  1.9.5 of the  Agreement
         to read as follows:

                  Notwithstanding anything to the contrary contained herein, for
                  all purposes of this  Agreement,  "Revenue" shall only include
                  that  portion  of  Ticket  Revenue,   Merchandising   Revenue,
                  Sponsorship  Revenue and Ancillary Revenues which are received
                  and  retained  by SFX or an  affiliate  of SFX and  shall  not
                  include  any  portion  of such  items  of  revenue  which  are
                  retained by or payable to any  unrelated  third party such as,
                  by way of example,  (i) a venue which shares in and receives a
                  portion of Ticket  Revenue or (ii) a third  party  merchandise
                  concessionaire  who  is  entitled  to  receive  a  portion  of
                  Merchandising  Revenue.   Notwithstanding  the  foregoing,  no
                  portion  of  the  Ticket  Revenue  will  be  shared  with  any
                  unrelated third party except for allocations of Ticket Revenue
                  between admission to multiple viewing areas within a museum or
                  other Venue.


<PAGE>

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

                  (a) Time Periods Covered by the Extension Period.  The text of
         Section  12.1 of the  Agreement  is hereby  deleted in its entirety and
         replaced with the following:

                  SFX is hereby granted one (1) option (the " Option") to extend
                  the term of this Agreement for an additional period of one (1)
                  year (the "Extension Period"). The Extension Period will begin
                  and end on the following dates:

                                          Begin Date                 End Date
                                          ----------                 --------
                    Extension Period    Sept. 15, 2000             Nov. 30, 2001

                  All of the terms and  provisions of this  Agreement will apply
                  with  respect to the  Extension  Period.  The  parties  hereby
                  expressly agree and acknowledge  that SFX has timely exercised
                  the Option and the  Agreement  will remain in force and effect
                  throughout the Extension Period.

                  (b) Timing for Exercise of Annual Option.  The text of Section
         12.2 of the Agreement is hereby deleted in its entirety.

                  (c) Special  Termination  Provision.  The text of Sections
         12.6(a),  12.6(b) and 12.6(c) of the Agreement are hereby deleted in
         their entirety.


         4.  Modification of Terms of Special  Extension Right.  Section 12.7 of
the Agreement is hereby deleted in its entirety.


         5. New  Exception to  Exclusivity  Provisions.  The  following  text is
inserted at the end of Section 2.1 of the Agreement:

         If RMST should  receive,  at any time during the Term or the  Extension
         Period,  an unsolicited offer from a venue or other promoter to present
         or allow the  presentation  of an Exhibition  upon terms  acceptable to
         RMST (herein called an "Acceptable Third Party Offer"),  then RMST will
         be  required  to offer to SFX the first  right and option to accept and
         proceed with an  Exhibition as  contemplated  by the  Acceptable  Third
         Party  Offer.  However,  if SFX should  elect not to proceed  with such
         Acceptable Third Party Offer,  then RMST will have the right to present
         an Exhibition in accordance with such  Acceptable  Third Party Offer at
         its own cost and expense and for its own account without  violating the
         exclusivity  provisions in this  Agreement,  provided that (i) RMST and
         SFX first mutually agree on which Artifacts may be displayed by RMST in
         such  Exhibition  and (ii) if there are any material  modifications  or


<PAGE>

         changes to the terms and provisions  contained in the Acceptable  Third
         Party Offer,  then RMST must provide to SFX another right and option to
         accept such Acceptable  Third Party Offer as so modified.  RMST and SFX
         agree that the  Artifacts  to be included in any such  Exhibition  will
         consist of at least one hundred (100) Artifacts, of which approximately
         twenty  percent  (20%)  will be "Major  Artifacts"  and of such  "Major
         Artifacts" approximately twenty percent (20%) will be "Star Artifacts".

         6. Modifications to Section 2 of the Agreement.

               (a) A new Section 2.4.5 is hereby added to read as follows: "Upon
          request by RMST,  SFX shall  deliver to RMST copies of its  agreements
          with the Venues hosting the Exhibitions, only if the Venue is taking a
          percentage  or any portion of the gross ticket  revenues  allocable to
          the Titanic Exhibit or Exhibition."

               (b) A new  Section  2.6 will be added  to read as  follows:  "SFX
          shall not present an  Exhibition or an exhibit in the states of either
          Georgia or Michigan  without the prior written approval of RMST, which
          approval shall not be unreasonably withheld or delayed."

         7. Modifications to Section 3 of the Agreement.

               (a) A new sentence is hereby added to the end of Section 3.2.3 to
          read as follows:  "All new didactic text, including labels and panels,
          shall be developed in  coordination  with an  authorized  executive of
          RMST."

               (b) A new sentence is hereby added at the end of Section 3.2.5 to
          read as follows:  "All showcases shall be placed,  secured and cleaned
          prior to the installation of any Artifacts."

               (c) Section 3.5 shall be amended to add two new  sentences  after
          the first  sentence to read as follows:  "Only  personnel  approved by
          RMST are permitted to handle the Artifacts. Except in conjunction with
          the installation or  de-installation  of an Exhibit or Exhibition,  no
          Artifacts may be packed,  moved,  removed,  shipped or handled without
          RMST's prior written approval."

               (d) A new  sentence is hereby  added to the end of Section 3.7 to
          read as  follows:  "SFX  shall  ensure  that a  sufficient  number  of
          adequately   trained   and   approved   personnel   are   present  for
          installation, de-installation and daily operations."

               (e) The text of Section 3.13 is hereby deleted in its entirety
         and replaced with the following:

                  Be responsible for all Artifact conservation and mounting work
                  that is reasonably  necessary for the display of the Artifacts
                  in an  Exhibition,  including but not limited to, the costs of
                  packing,    shipping,    handling,    security,     insurance,
                  conservation,  export and import customs,  charges and duties,

<PAGE>

                  and the transportation thereof to SFX Exhibitions.  RMST shall
                  pay for the cost of all  conservation  inspections.  Except as
                  provided in Section 3.13.1,  SFX shall pay for the cost of all
                  Conservation  Procedures  for all  Artifacts  included  in its
                  Exhibitions. SFX shall not be responsible for the Conservation
                  Procedures  for  Artifacts  that  are not  included  in an SFX
                  Exhibition.  The cost of  Conservation  Procedures paid by SFX
                  shall not be deducted  from Revenue as this term is defined in
                  the Agreement.

                  3.13.1 Other than the Conservation  Procedures identified on
                         Exhibit  1.1.G,  if any item is  identified  as needing
                         Conservation  Procedures,  then SFX will have the right
                         to  either  (i)  remove  such  Artifact  from  the  SFX
                         Exhibition  and  deliver  it to RMST  for  Conservation
                         Procedures  at  RMST's  expense,   in  which  case  the
                         Artifact  shall not be  returned  to an SFX  Exhibition
                         during  the Term of this  Agreement,  or (ii)  maintain
                         such Artifact in the SFX  Exhibition  and such Artifact
                         will undergo  Conservation  Procedures at SFX's expense
                         (the decision as to whether Conservation Procedures may
                         be   conducted   on  site   will  be  made  by   RMST's
                         conservationist).  In either case,  RMST shall  provide
                         SFX with a  substantially  similar  Artifact while such
                         Artifact is undergoing Conservation Procedures,  to the
                         extent   such   substitute   Artifact   exists  and  is
                         available.  Notwithstanding any other term or condition
                         in  this  Agreement,  RMST  shall  not  require  SFX to
                         include any specific Artifact in an Exhibition.

                  3.13.2 SFX shall place at least four data loggers in each of
                         its Exhibitions  which may be presented in a non-museum
                         context.  SFX shall  consult with RMST  concerning  the
                         placement of such  equipment.  Such equipment  shall be
                         exchanged monthly,  replaced with fresh equipment,  and
                         the data sent to RMST for analysis.  Readings from such
                         equipment will be sent to both RMST and SFX.

                  3.13.3 RMST's  conservator  shall  examine  any  Exhibitions
                         lasting more than three months to assess the  condition
                         of the Artifacts and the need for conservation.  If, in
                         the opinion of RMST's  conservator,  any Artifact is in
                         immediate need of Conservation Procedures, the Artifact
                         shall be  removed  from the  Exhibition  and RMST shall
                         provide SFX with a substantially similar Artifact while
                         such Artifact is undergoing Conservation Procedures, to
                         the  extent  such  substitute  Artifact  exists  and is
                         available.

                  3.13.4 Artifacts  consisting  of organic  materials or of an
                         otherwise  fragile  nature  shall be  removed  from the
                         Exhibitions  after a period of time to be determined by
                         RMST's  conservator to minimize  damage due to exposure
                         to  light,   transportation  and  other   deteriorating
                         factors.  RMST shall  provide SFX with a  substantially
                         similar  Artifact  while such  Artifact  is  undergoing
                         Conservation Procedures,  to the extent such substitute
                         Artifact exists and is available.

<PAGE>


                  3.13.5 Except for natural  deterioration  of an Artifact due
                         to  passage  of  time,  SFX  shall  pay the cost of any
                         Conservation  Procedures  that are  necessary to repair
                         any damage to an Artifact  caused while the Artifact is
                         in SFX's  possession,  custody and  control,  or during
                         packing, transportation and handling when such services
                         are provided by or obtained by SFX.

                  3.13.6 SFX shall inform RMST  immediately in the event of an
                         emergency concerning the Artifacts,  including, but not
                         limited to, fire,  water damage,  willful  destruction,
                         loss,  climactic  problems or a change in appearance of
                         an Artifact.

                  (f)  Section  3.15 is hereby  amended  to insert the words "or
         designees" after the words "RMST's officers."

         8. Modifications to Section 4 of the Agreement.

                  (a)  Section  4.10 is hereby  amended to  substitute  the term
         "RMST's  conservation  facility" for the term "the LP3 Conservation lab
         in Semur, France."

         9. Modifications to Section 6 of the Agreement.

                  (a) The first  sentence of Section  6.4 is hereby  deleted and
         replaced with the following text:

                  SFX shall  maintain  all books of accounts  and all  documents
                  necessary to audit,  review and verify Revenue,  and agrees to
                  make  such  books of  accounts  and  documents  available  for
                  inspection and review to authorized representatives of RMST in
                  Houston, Texas upon reasonable request.

         10. Modifications to Section 11 of the Agreement.

                  (a) Section 11.2 is hereby amended to substitute the phrase "a
         commercially reasonable number" for the phrase "2%".

                  (b) A new  sentence is hereby added at the end of Section 11.5
         to read as follows:  "SFX agrees that it shall provide RMST with copies
         of all data collected or received by SFX from the Venue."

         11. Modifications to Section 12 of the Agreement.

                  (a) The text of Section 12.7 is hereby deleted in its entirety
         and replaced with the following:

                  At the end of the Term, SFX must de-install all Artifacts for
         pick-up by RMST.


<PAGE>

         12.      Modifications to Section 13 of the Agreement.

                  (a) Section  13.4 is hereby  amended by deleting the three (3)
         names "Arnie  Geller",  "John Joslyn" and "Jon  Thompson" and replacing
         those  names with the six (6) names  "Amy  Harris",  "George  Tulloch",
         "Cindy Tulloch", "Matt Tulloch", "Allan Carlin" and "David Concannon".

         13.      Modifications to Section 15 of the Agreement.

                  (a) Sections  15.1 is hereby  amended by adding the  following
         phrase in the last line after the word  "hereunder:"  "or any  injuries
         allegedly  sustained  by a member  of the  public,  an  employee  or an
         independent  contractor  at an Exhibition as a result of, or caused by,
         the negligence or gross negligence of RMST."

                  (b)  Section  15.2 is hereby  amended by adding the  following
         phrase in the last line after the word  "hereunder":  "or any  injuries
         allegedly  sustained  by a member  of the  public,  an  employee  or an
         independent  contractor  at an  Exhibition as a result of, or caused by
         the negligence or gross negligence of SFX."

         14. Modifications to Section 16 of the Agreement.

                  (a) The text of the  second  sentence  of Section 16 is hereby
         deleted in its entirety and replaced with the following:

                  "It is  expressly  agreed  that  RMST  shall  be the  sole and
                  exclusive owner of all trademarks  utilized for the Exhibition
                  and of all Exhibition logos."

         15. Modifications to Section 19 of the Agreement.

                  (a) All notices  that are required to be given under the terms
         of this  Agreement  shall be given to RMST at its  offices in  Atlanta,
         Georgia and shall be addressed  to Arnie  Geller,  President  and Chief
         Executive  Officer,  3340  Peachtree  Road,  NE,  Suite 1225,  Atlanta,
         Georgia 30326.

         16.      Other Modifications and Definition Changes.

                  (a) RMST  Display  Items.  Section  1.10 of the  Agreement  is
         hereby amended in its entirety to read as follows:

                  "RMST Display Items" shall mean the display cases,  models and
                  other  theatrical  or audio  visual  components  owned by RMST
                  which are listed on Exhibit 1.10 attached hereto.

         The attachment to this Amendment  marked Exhibit 1.10  is hereby deemed
         to be attached as Exhibit 1.10 to the Agreement.

<PAGE>

                  (b) Equal Billing. The phrase "Unless prohibited by applicable
         law" is hereby inserted at the beginning of the penultimate sentence in
         Section 2.3 of the Agreement.

                  (c)  Care and  Storage.  The  phrase  "in the  possession  and
         control of SFX" is hereby inserted after the phrase "be responsible for
         the care and storage of  Artifacts"  at the beginning of Section 3.5 of
         the Agreement.

                  (d) Costs of Conservation. The fourth sentence in Section 3.13
         of the Agreement is hereby deleted and replaced with the following:

                  The remaining  conservation  Procedures to be performed on the
                  Artifacts  listed on  Exhibit  1.1.G  during the Term shall be
                  paid 50% by RMST and 50% by SFX.  If SFX  should  accept a new
                  Artifact  which is not listed on Exhibit  1.1.G as part of one
                  of its Exhibitions,  then any cost of conserving such new item
                  shall be paid 50% by RMST and 50% by SFX.

                  (e) RMST's Address. Sections 5.3 and 19.4 of the Agreement are
         each  hereby  amended to reflect  the new address of RMST as being 3340
         Peachtree Road, NE, Suite 1225, Atlanta, Georgia 30326.

                  (f)  Purchase of  Exhibitry.  Section 6.6 of the  Agreement is
         hereby  amended by adding a new  sentence  at the end of Section 6.6 to
         read as follows:

                  Upon termination of this Agreement,  RMST shall have the right
                  and option to purchase all of the  Exhibitry at the greater of
                  the (i) the  aggregate  cost  which SFX has  invested  in such
                  Exhibitry or (ii) the fair market  value of such  Exhibitry as
                  of the  date  of such  purchase.  In  order  to  exercise  the
                  foregoing  option,  RMST must provide written notice to SFX of
                  its exercise of such option within thirty (30) days  following
                  the  termination  of this Agreement and pay the purchase price
                  within ten (10) days  following  the  exercise of such option.
                  RMST shall be  responsible  for  picking up and  shipping  any
                  items of Exhibitry it acquires  pursuant to the terms  hereof,
                  subject to RMST's payment of the purchase  price. If RMST does
                  not purchase the Exhibitry, in the event SFX makes an offer to
                  sell,  or receives an offer to purchase  the  Exhibitry,  RMST
                  shall  have the  right of first  refusal  (for a period  of 15
                  days) to  purchase  the  Exhibitry  pursuant  to the terms and
                  conditions of such offer.

                  (g) Approval of Marketing  Materials.  For purposes of Section
         7.2 of the Agreement, it is hereby recognized,  agreed and acknowledged
         that  RMST  has  previously  approved  the  existing   advertising  and
         promotional materials currently in use by SFX.

                  (h)  Ticket  Prices.   The  references  to  "written  consent"
         appearing  in Section  11.1 of the  Agreement  are hereby  deleted  and
         replaced with  references to "oral  consent".  In addition,  the phrase
         "tickets  shall be made  available" in Section 11.4 of the Agreement is
         hereby replaced with the phrase "tickets may be made available".

<PAGE>


                  17.      South American Exhibition.

                  (a) "South American Exhibition" shall mean the Exhibits and/or
         exhibition(s)  in  Buenos  Aires,  Argentina,  San  Paulo,  Brazil  and
         Santiago,  Chile  which may be  scheduled  during  the Term  and/or the
         Extension  Period if SFX  finalizes  a contract  with Arbol de Color of
         Santiago, Chile ("ADC") for such Exhibits and/or exhibition(s).

                  (b)  Attached  hereto as Exhibit A is a copy of the  agreement
         with ADC.  The  guaranteed  payment  under such  agreement  (the "South
         American  Guarantee") will be paid as follows: (i) to SFX the sum of up
         to One Hundred Thousand Dollars  ($100,000.00) as reimbursement for its
         legal  and  organizational  actual  costs  and  expenses  for the South
         American  Exhibition,  and  (ii) to RMST or SFX,  as  applicable,  such
         monies as are necessary to reimburse  each party for mutually  approved
         expenses of each party  related to the South  American  Exhibition  and
         costs and expenses related to the exhibition accountant.

                  (c)  Notwithstanding  the other  provisions of this Agreement,
         the remainder of the South  American  Guarantee and any other  payments
         payable  by ADC to SFX with  respect to the South  American  Exhibition
         shall be divided  between RMST and SFX as follows:  fifty percent (50%)
         thereof  shall be paid to RMST and fifty percent (50%) thereof shall be
         paid to SFX.

                  (d) All Revenues,  Expenses and Profits of the South  American
         Exhibition  shall be  calculated  separate  and  apart  from the  other
         Exhibits and exhibition(s) under the Agreement.

                  (e) RMST and SFX shall select a mutually acceptable accountant
         to be the exhibition accountant for the South American Exhibition.

                  (f) SFX  shall pay RMST any  monies  due  under  this  Section
         within ten (10) days of SFX receipt of any money from ADC.

                  18.  Ratification.  Except as expressly  amended  hereby,  the
Agreement is hereby  ratified,  confirmed and carried forward in all respects by
the parties hereto.

                                       10
<PAGE>



         EXECUTED as of the date first set forth above:

                RMS TITANIC, INC.


                By:
                    -----------------------
                Name:
                    -----------------------
                Title:
                    -----------------------


                SFX FAMILY ENTERTAINMENT, INC. (SUCCESOR BY MERGER TO MAGICWORKS
                ENTERTAINMENT, INC.)


                By:
                    -----------------------
                Name:
                    -----------------------
                Title:
                    -----------------------