EXHIBIT 10.45

SUPREME COURT OF THE STATE OF NEW YORK
 COUNTY OF NEW YORK
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GLENVILLE PROPERTIES INCORPORATED,

                                                 Index No. 127087/94

                                                Plaintiff,

               -against-



<PAGE>




RMS TITANIC, INC., ARNIE GELLER,
ALLAN H. CARLIN and WILLIAM S.
GASPARRINI,

                                               Defendants.

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RMS TITANIC, INC.

                                        Third Party Plaintiff,
         -against-

LONE STAR CASINO CORPORATION, PAUL J.
MONTLE, PAUL V. CULOTTA and ROGER W.
COPE,

                                                 Third Party Defendants.
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                 AMENDMENT TO STIPULATION

        The  Stipulation by and between the parties hereto and their  respective
attorneys, dated as of January 15, 1997, hereby is amended as follows:

        1 . Each of the  payments to be made by RMS  Titanic,  Inc.  pursuant to
paragraph  2 of the  Stipulation  shall  be made  payable  to  "Commissioner  of
Finance,  City of New York" and shall be made by wire transfer,  certified check
or  cashier's  check.  Upon  receipt of each such  payment the  Commissioner  of
Finance,  City of New York  shall  remit  one-half  of each such  aforementioned
payment to LS  Capital  Corporation  and  one-half  of each such  aforementioned
payment to Storch & Brenner, counsel for LS Capital Corporation, by draft, until
such time as the balance due by LS Capital  Corporation  to Storch & Brenner has
been paid in full,  whereupon  Storch & Brenner shall give written notice to the
Commissioner of Finance and to LS Capital Corporation that such balance has been
paid in full, and thereafter the Commissioner of Finance shall pay to LS Capital
Corporation any remaining  balances or amounts paid to him by RMS Titanic,  Inc.
Payments  previously  made  to  Storch  &  Brenner,  in  trust  for  LS  Capital
Corporation,  aggregating  $65,256.95,  shall be remitted  forthwith by Storch &
Brenner to the  Commissioner  of Finance,  City of New York by wire  transfer or
draft. Upon receipt of the aforementioned sum of $65,256.95, the Commissioner of
Finance,  City of New  York  forthwith  shall  remit  $32,628.48  to LS  Capital
Corporation and $32,628.47 to Storch & Brenner by draft.

2. The stock certificate  representing  forty thousand (40,000) shares of common
stock of RMS Titanic,  Inc.,  Certificate No. 1029, registered in the name of LS
Capital  Corporation  and  presently  held by Storch &  Brenner  in trust for LS
Capital  Corporation,  shall  be  delivered  forthwith  to the  Commissioner  of
Finance,  City of New York,  who shall,  in turn,  deliver  forthwith  the stock
certificate to LS Capital Corporation.

                                                                                
3. In all other respects, the Stipulation shall remain unchanged.

4.       This Amendment to Stipulation may be executed in multiple couuterparts.

Dated as of July _, 1997.



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GLENVILLE PROPERTIES, INC.

By:___________________________

LS CAPITAL CORPORATION

By: s/s Paul J. Montle
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TRAVIS PARTNERS

By: s/s Paul J. Montle
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     Paul J. Montle

RMS TITANIC, INC,

By: s/s Allan H. Carlin
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                Allan H. Carlin

s/s Paul J. Montle
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         Paul J. Montle

/s/ Paul V. Cullota
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          Paul V. Culotta

s/s Roger W. Cope
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          Roger W. Cope

s/s Arnie Geller
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       Arnie Geller

s/s William S. Gasparrini
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       William S. Gasparrini

s/s Allan H. Carlin
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       Allan H. Carlin

s/s Richard S. Kraut
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Storch & Brenner
Attorneys for Plaintiff and Third-Party Defendants

s/s Allan H. Carlin
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Allan H. Carlin
Attorney for Defendant and Third-Party Plaintiff