EXHIBIT 10.44

         I

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-

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 Partly Defendants
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                               STIPULATION


         IT IS HEREBY  STIPULATED  by and between  the parties  hereto and their
         respective attorneys as follows:


         1. This  action  and  third-party  action,  and all  causes of  action,
         counterclaims  and  third-party   claims  asserted  therein,   will  be
         dismissed  as to all  parties  with  prejudice  and  without  costs  or
         disbursements to any party thereto.

2. RMS Titanic,  Inc.  ("RMST")  shall pay to LS Capital  Corporation,  formerly
known as Lone Star Casino  Corporation ("LS") the sum of $154,272 in twelve (12)
equal monthly  installments of $12,855.97 each commencing on September 15, 1996,
subject,  however,  to acceleration  if RMST's Gross Revenues,  as defined below
(the "Gross Revenues"),  as reported on its Quarterly Report on Form 10-Q or its
Annual  Report  on From  10-K,  as filed  with the US  Securities  and  Exchange
Commission (the "SEC"), amounts to the following:  (a) in the event RMST reports
Gross  Revenues of' $750,000,  the, sum of $50,000 will be advanced  against the
first  $50,000 due under the payout;  (b) in the event that RMST  reports  Gross
Revenues of $1,250.000,  an additional  sum of $50,000  pursuant (over and above
the $50,000 advanced pursuant to subdivision (a) above) will be advanced against
the next $50,000 due under the payout;  and (C) in the event RMST reports  Gross
Revenues of $1,750,000 or more, the sum of $54,272 (over and above the


<PAGE>

payments  advanced  pursuant to subdivisions (a) and (b) above) will be advanced
against the balance due under the payout. The foregoing advances, if any, are to
be paid within  fifteen  (15) days of RMST's  Filing of reports on Form 10-Q and
Form 10-K, as may be applicable.  If any such advance  payment is made late as a
result of RMST' failure to timely file a report,  daily interest at the.  annual
rate of eight (8%)  percent  shall be added to the advance  payment due for each
day payment is late.  For purposes of the foregoing,  the term "Gross  Revenues"
shall mean Gross Revenues  reflected on RMST's Statement of Operations  included
within its Form 10-Q and Form 10-K filings  with the SEC,  less the sum of Eight
Hundred Twenty Thousand Dollars ($820,000), commencing with the Form 10-Q filing
for the quarter ended August 3 1, 1996. Each of the foregoing  payments shall be
made  payable to "Storch & Brenner,  In Trust for LS Capital  Corporation,"  and
shall be made by wire transfer, certified check or cashier's check.

3. Within  fifteen  (15) days from the date  hereof,  RMST shall  authorize  the
issuance of Fifteen Thousand  (15,000) shares of' its unregistered  Common Stock
to Allan H. Carlin, Esq., as escrow agent (the "Escrow Agent"), with such shares
(the"Escrow  Shares")  to be held by the Escrow  Agent  subject to the terms and
conditions  of the Escrow  Agreement  annexed  hereto.  In the event that RMST's
Gross  Revenues are less than $750,000 for its quarter  ending October 31, 1996,
Five Thousand  (5,000) of the Escrow Shares shall be  transferred  by the Escrow
Agent to Lone Star's  counsel,  Storch & Brenner,  in trust,  registered  to "LS
Capital  Corporation,"  within  fifteen (15) days of the filing of the Form 10-Q
for such  quarter  ending  October  31 , 1996.  In the event that  RMST's  Gross
Revenues are less than  $1,250,000 for its six months ending  February 28, 1997,
Five Thousand  (5,000) of the Escrow Shares shall be  transferred  by the Escrow
Agent to Lone Star's  counsel,  Storch & Brenner,  in trust,  registered  to "LS
Capital  Corporation,"  within  fifteen (15) days of the filing of the Form 10-K
for its fiscal year ended  February 28, 1996. In the event RMST's Gross Revenues
are $1,250,000 or more for its six months ending February 29, 1997, FiveThousand
(5,000)  of Escrow  Shares  shall be  transferred  by  Escrow  Agent to RMST for
cancellation  by RMST within fifteen (15) days of the filing of RMST's Form 10-K
for its fiscal year ended  February  28,  1996 . In the event that RMST's  Gross
Revenues are less than  $1,750,000 for its nine months ended May 31 , 1997, Five
Thousand  (5,000) of the Escrow Shares shall be  transferred by the Escrow Agent
to Lone Star's counsel,  Storch & Brenner,  in trust,  registered to "LS Capital
Corporation," within fifteen (15) days of the filing of RMST's Form 10-Q for its
quarter  ended May 31,  1997.  In the  event  that  RMST's  Gross  Revenues  are
$1,750,000 or more for its nine months ended May 31, 1997, Five Thousand (5,000)
of the  Escrow  Shares  shall be  transferred  by the  Escrow  Agent to RMST for
cancellation  by RMST within fifteen (15) days of the filing of RMST's Form 10-Q
for its quarter  ended May 31, 1997.  If any such  transfer of shares to RMST is
made late as a result  RMST's  failure  to timely  file a report,  the number of
shares to be  transferred in each instance shall be increased by an amount equal
to the number of shares  originally to be transferred  multiplied by the average
of the high bid and low ask of RMST stock, on the transfer  originally was to be
have been made if RMST's  reports had been  timely  filed,  multiplied  by eight
percent (8%), and further multiplied by a fraction, the numerator of which shall
be the number of days the transfer was late and the  denominator  of which shall
be 360.

4. LS and Glenville Properties  Incorporated  ("Glenville") hereby represent and
acknowledge  that:  (a) a  certain  promissory  note  dated  May 4,  1993 in the
principal  amount of $500,000 by RMST in favor of Lone Star is hereby  satisfied
and is  returned  to RMST  simultaneously  herewith  the  endorsement"Canceled";
(b)the security interest


<PAGE>

granted by RMST to Lone Star in 537 coins  recovered from the Titanic wreck site
(the  "Coins")  pursuant  to a  certain  Pledge  Agreement  dated May 4, 1993 is
terminated  and canceled;  (c) Allan H. Carlin,  Esq,. as Bailee under a certain
Bailment  and Agency  Agreement  dated May 4,  1993,  is hereby  instructed  and
authorized to deliver the Coins to RMST without further notice.

5. In consideration  of the satisfaction of liabilities  previously owed by REST
to Travis  Partners  ("Travis")  in the amount of  $20,845.29  and Viral Testing
Systems Corp.. ("VS") in the amount of $19,194.56,  RMST shall immediately issue
Forty Thousand (40,000) shares of its unregistered Common Stock to Lone Star and
deliver such shares to Lone Star's  counsel,  Scorch & Brunner,  in trust.  L.S.
hereby represents that it has paid the foregoing amounts to Travis and V.S., and
Travis  hereby  represents  that  it has  received  payment  from  L.S.  for the
foregoing obligation owed by RMST.

6. L-S's sale, transfer or other disposition of the Escrow Shares and the 40,000
unregistered  shares to be issued  pursuant to paragraph 5 hereof  (collectively
the "Shares") shall be subject to the resale  provisions,  limitations and other
requirements  under  Regulation S or Rule 144  promulgated  by the SEC under the
Securities Act of 1933, as amended, (the "Act"),  including, but not limited to,
any applicable holding period, volume and other limitations, and the requirement
for the filing of Form 144, it applicable. L.S. will provide to RMST one or more
opinions of Messrs. Scorch & Brenner, or such other counsel as RMST, in its sole
and absolute  discretion,  deems  acceptable,  as to the free  tradeability  the
Shares  transferred  by L.S.  without  registration  and specifying the specific
exemption from  registration  relied upon. All such opinions shall be reasonably
satisfactory in form and substance. to RMST.

7. L.S.  represents  and warrants  that it is acquiring the Shares to issued and
transferred  to it pursuant to this  Stipulations  (the"Settlement  Shares") for
investment and with not a view to the distribution thereof. L.S. will not engage
in any hedging  transactions  in the United  States  with  respect in any of the
Settlement  Shares,  such  as  short  selling  "against  the  box"  before  such
Settlement  Shares become freely  transferrable  as aforesaid.  L.S. will obtain
from any foreign person to whom it transfers any Settlement Shares substantially
the same  representations,  warranties and agreements as those made by L.S. with
respect to such Settlement Shares pursuant to this  Stipulation,  and such other
representations,  warranties  and agreements as may be required under the Act so
as to permit the transfer of any such Settlement  Shares to such foreign person.
L.S.  further  acknowledges  that a legend shall be endorsed on the certificates
evidencing  the  Settlement  Shares to the effect that the sale,  assignment  or
other transfer or disposition  thereof is prohibited  except in accordance  with
the  provisions of Regulation S or Rule 144 or other  available  exemption  from
registration under the Act.

        8. Glenvil1e,  L.S., Travis, Paul J. Montle ("Montle"),  Paul V. Culotta
        ("Culotta") and
Roger W. Cope ("Cope") shall each execute and deliver to Allan H. Carlin,  Esq.,
counsel for REST,  general releases in duplicate in the form and annexed to this
Stipulation  as  Exhibit A in favor of each of REST,  Arnie  Geller,  William S.
Gasparrini and Allan H. Carlin.  REST,  Arnie Geller,  William S. Gasparrini and
Allan H. Carlin shall execute and deliver to Scorch & Brunner, counsel for L.S.,
general  releases in duplicate in the form annexed to this  Stipulation in favor
of each of Glenville, L.S., Travis, Montle, Culotta and Cope.


<PAGE>

         9. Each  party to this  Stipulations  represents  and  warrants  to the
 others that: (a)This Stipulation has been duly executed and delivered by him or
 it and constitutes his or its
legal, valid and binding obligations,  enforceable in accordance with its terms;
(b) No consents or approval  of, or notices to or filings  with,  any person are
required in connection with party's execution,  delivery and performance of this
Stipulation;  (C) The parties have each received  independent  legal advice from
attorneys  of their  choice  with  respect  to the  advisability  of making  the
settlement  and the  releases  provided  for  herein,  and with  respect  to the
advisability  of entering  into this  Stipulation;  (d) Except as expressly  set
forth  in  this   Stipulation,   the   defendants   have  made  no   statements,
representations  or  warranties  to the  plaintiff,  third  party-defendants  or
Travis,  and the  plaintiff,  third-party  defendants,  or  Travis  have made no
statements,  representations or warranties to the defendants, regarding any fact
relied  upon by that  party in  entering  into  this  Stipulation,  and (ii) the
plaintiff,  third-part-defendants,  and Travis specifically do not rely upon any
statement,  representation,  warranty  or  promise  of any  defendant,  and  the
defendants specifically do not rely upon any statement, representation, warranty
or promise of the plaintiff, third-party defendants, and Travis in entering into
this  Stipulation or in making the settlement and releases  provided for herein;
(e) each  party has made such  investigation  of the  facts  pertaining  to this
Stipulation,  and of all the matters pertaining hereto, as each deems necessary;
(f)  Nothing  in this  Stipulation  constitutes  an  admission  of breach of any
agreement or violation of the law.

10. This Stipulation  contains the entire agreement between the parties thereto,
and  supersedes  and replaces all prior  negotiations  and proposed  agreements,
written or oral, regarding the settlement of the controversies herein.

11. This  Stipulation  shall be construed in accordance with the substantive law
of the State of New York.

12. The exclusive  forum for resolution of any  controversies  arising out of or
relating to this Stipulation will be the Supreme Court of the State of New York,
County of New York, which will retain jurisdiction for the purposes of resolving
any such controversies.

13. This Stipulation may be executed in multiple counterparts.

GLENVILLE PROPERTIES, INCORPORATED

By:
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LS CAPITAL CORPORATION

By: s/s Paul J. Montle
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TRAVIS PARTNERS

By:   s/s Paul J. Montle

RMS TITANIC, INC.


By: s/s Allan H. Carlin
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s/s Paul J. Montle
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s/s Paul V. Culotta
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s/s  Roger W. Cope
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s/s Arnie Geller
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s/s William S. Gasparrini
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s/s Allan H. Carlin
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Storch & Brenner
Attorneys for Plaintiff and Third-Party Defendants

By: s/s Richard S. Kraut
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s/s  Allan H. Carlin
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Allan H. Carlin
Altorney for Defendants and Third-Party Plaintiff