Premier Acquisitions, Inc.
              3340 PEACHTREE ROAD NE, SUITE 2250, ATLANTA, GA 30326
                     Tel: (404) 842 2600 Fax: (404) 842 2626


March 7, 2005


Arts & Exhibitions International, LLC                 IP Live, PLC
199 East Garfield Road                                1 Berkeley Street
Aurora, OH  44202                                     London W1J 8DJ
Attn:    John T. Norman, President                    Attn: Martin Flitton,
                                                            Business Development
                                                            Director

Lee D. Marshall                                       Joseph B. Marsh
c/o Magic Arts & Entertainment, Inc.                  11006 Bridge House Road
199 East Garfield Road                                Windermere, FL  34786
Aurora, OH  44202

Global Entertainment Group, Inc.                      Andres Numhauser
6160 W Sahara Ave.                                    Av Santa Maria 9200
5030 Spanish Hills Dr.                                Dep 62
Las Vegas, NV  89146                                  Santiago, Chile 766-0311
c/o Robert B. Cayne, Jr., President



Re:      Exhibitions International, LLC
         "Wonders of the Human Body" Exhibit

Dear Gentlemen:

This letter  agreement is effective as of March 7, 2005, and is between  Premier
Acquisitions,  Inc.,  a Nevada  corporation  ("Buyer"),  and Arts &  Exhibitions
International,  LLC, an Ohio limited liability company, IP Live, PLC, an English
corporation, Joseph B. Marsh, Lee D. Marshall, Global Entertainment Group, Inc.,
a Nevada  corporation,  and Andres Numhauser (each, a "Seller" and collectively,
"Sellers").

This  letter  will  confirm  our  agreement  regarding  the  following  proposed
transaction (the "Transaction").

<PAGE>
Exhibitions International, LLC
March 7, 2005
Page 2

                                               Confidential


1.       Background.

The Sellers in the aggregate own one hundred percent (100%) of the interest in
profits, losses, special allocations, distributions, and rights to vote or
participate in the management ("Membership Interest") of Exhibitions
International, LLC, a Nevada limited liability company (the "Company").

The Company has entered into (i) that certain Agreement for Exhibition (the
"Exhibition Agreement") dated as of January 30, 2004, with Dalian Medical
University Plastination Co., Ltd. ("Dalian") and Hong Jin Sui (together with
Dalian, the "Specimens Owner" or "Sui"), and (ii) that certain Agreement for
Technology, Documentation and Know-How (the "IP Agreement") dated as of January
30, 2004, with the Specimens Owner (collectively, the "Rights Agreements").

Pursuant to the Rights Agreements, the Company has obtained the right to display
and use 20 plastinated body specimens and approximately 170 single plastinated
organs of humans and animals (collectively, the "Specimens"), and the right and
license to use the related documentation, intellectual property, images and
know-how of the Specimens Owner (the "IP").

The Company has entered into that certain Agreement (the "Stefano Agreement")
dated as of January 30, 2004, with Stefano Arts, a Korean corporation
("Stefano"), pursuant to which Stefano has agreed to provide to the Company the
right to use in the Exhibit (defined below) the equipment, backdrops, cases,
lighting and other exhibition assets (collectively, the "Stefano Equipment")
owned and used by Stefano and Union Exhibition in an exhibition of the Specimens
in Korea.

The Company has entered into a Co-Promotion Agreement (the "Co-Promotion
Agreement") dated as of July 2, 2004, with Clear Channel Entertainment-Exhibits,
Inc. ("CCE") to co-promote a tour of an exhibition of the Specimens in an
exhibit tentatively entitled "Wonders of the Human Body" (the "Exhibit"), to be
initially displayed in venues located in Western Europe and thereafter
potentially in North America and South America, all in accordance with the terms
thereof.

2.       Transaction.

The material terms of the Transaction are as follows:

2.1 Purchase and Sale of Membership Interest. Buyer agrees to purchase from each
Seller, and each Seller agrees to sell to Buyer, all of his or its Membership
Interest which collectively represents one hundred percent (100%) of the
Membership Interest in the Company for the consideration specified below. The
Membership Interests are as follows:

<PAGE>
Exhibitions International, LLC
March 7, 2005
Page 3
<TABLE>
<CAPTION>


                                                                                 Percentage
                               Name of Member                                     Interest
           --------------------------------------------------------          -------------------

<S>                                                                          <C>
           IP Live, PLC                                                                     23%
           Arts & Exhibitions International, LLC                                            17%
           Joseph B. Marsh                                                                  17%
           Lee D. Marshall                                                                  17%
           Global Entertainment Group, Inc.                                                 18%
           Andres Numhauser                                                                  8%
                                                                             -------------------
                    Total                                                                  100%
</TABLE>

2.2           Purchase Price.

(a)  Buyer shall pay to Sellers at the Closing $800,000 in cash, payable by wire
     transfer or delivery of immediately  available funds. The $800,000 shall be
     allocated among Sellers as follows:
<TABLE>
<CAPTION>

                                    Name of Member                                 Amount
                    -----------------------------------------------          -------------------

<S>                                                                                    <C>
                    IP Live, PLC                                                       $350,000
                    Arts & Exhibitions International, LLC                              $150,000
                    Joseph B. Marsh                                                    $300,000
                                                                             -------------------
                                Total                                                  $800,000
</TABLE>

(b)  Buyer shall pay to Sellers at the Closing $700,000 in cash, payable by wire
     transfer or delivery of immediately  available funds. The $700,000 shall be
     allocated among Sellers as follows:
<TABLE>
<CAPTION>

                                    Name of Member                                 Amount
                    -----------------------------------------------          -------------------
<S>                                                                           <C>
                    IP Live, PLC                                                       $230,000
                    Arts & Exhibitions International, LLC                              $103,766
                    Joseph B. Marsh                                                    $103,766
                    Lee D. Marshall                                                    $103,766
                    Global Entertainment Group, Inc.                                   $109,870
                    Andres Numhauser                                                    $48,831
                                                                             -------------------
                                Total                                                  $700,000
</TABLE>

(c)  Buyer shall pay to Global Entertainment Group, Inc. at the Closing $300,000
     in cash,  payable by wire  transfer or delivery  of  immediately  available
     funds,  representing  repayment  of a note  from  Robert  B.  Cayne  to the
     Company.

(d)  Buyer will transfer to the Sellers (or their assignees or designees) at the
     Closing  200,000  shares of common  stock in Premier  Exhibitions,  Inc., a
     Florida corporation, and 300,000 options to purchase shares of common stock
     in Premier  Exhibitions,  Inc. at the following strike prices:  (i) 100,000
     shares at $1.25 per share;  (ii)  100,000  shares at $1.50 per  share;  and

<PAGE>
Exhibitions International, LLC
March 7, 2005
Page 4

     (iii) 100,000  shares at $1.75 per share.  The stock and options in Premier
     Exhibitions,  Inc.  shall be  subject to section  144 of the  Security  and
     Exchange  Commission  regulations  but  the  Sellers  will  have  piggyback
     registration rights subject to the approval of the managing  underwriter in
     an underwritten  public offering.  The stock and options shall be allocated
     pro  rata  among  Sellers  in  proportion  to their  respective  Membership
     Interest as identified in section 2.1 herein.

(e)  Buyer shall pay to Sellers  immediately  upon  execution  of this  document
     $10.00 (TEN DOLLARS) which represents good and valuable consideration,  the
     receipt of which is hereby acknowledged.

2.3 Covenant. Sellers agree and covenant that on the Closing Date, Company's
bank account shall have a balance of at least $700,000.00.

2.4      Non-Competition.

(a)  Each  Seller  agrees  that he or it shall not,  and shall  cause his or its
     Affiliates to not,  engage,  directly or  indirectly,  acting alone or as a
     partner, shareholder,  manager, consultant, or otherwise, in any exhibition
     of the Specimens  licensed  under a five year  agreement and any extensions
     thereto,  or any other  plastinated or polymer  preserved body specimens or
     plastinated   or  polymer   preserved   organs  except  for  the  Specimens
     contemplated  by  this  agreement.  As used in  this  Agreement,  the  term
     "Affiliate"  shall mean with  respect  to any  person or entity,  any other
     person  or entity  which  controls,  is  controlled  by or is under  common
     control with such person or entity.  As used in the  immediately  preceding
     sentence,  the term "control"  (with  correlative  meanings for the phrases
     "controlled  by" and "under common control with") shall mean,  with respect
     to any person,  the  possession,  directly or  indirectly,  of the power to
     direct the  management and policies of such person through the ownership of
     voting securities, by contract or otherwise.

(b)  It is  expressly  stipulated,  acknowledged  and  agreed  that,  except  as
     prohibited  by  paragraph  (a) of this Section  2.4,  nothing  herein shall
     prohibit or restrict the parties hereto or their  Affiliates  from engaging
     on their own and  without  being  joined by the other  party  hereto in the
     business of developing, constructing, presenting, touring or exhibiting any
     exhibitions of any and all types and kinds anywhere in the world during the
     term hereof, which exhibitions may be in direct competition with the Tour.

2.5 Exhibit at Earls Court. Buyer agrees to negotiate in good faith for an
exhibition at Earls Court in London noting that time is of the essence.

2.6 Name Change. Buyer agrees that, immediately after Closing, it will change
the Company's name and will assign any rights the Company may have to the name
"Exhibits International" to the Sellers, for no additional consideration.

<PAGE>
Exhibitions International, LLC
March 7, 2005
Page 5

2.7 Free Access. Subject to any confidentiality requirements of any agreement to
which Company is a party, each Seller will permit, and the Sellers will cause
the Company to permit, representatives of Buyer (including legal counsel and
accountants) to have full access at all reasonable times, and in a manner so as
not to interfere with the normal business operations of the Company, to all
books, records, contracts, and all documents of or pertaining to the Company.
Buyer will treat and hold as such any confidential information it receives from
any of the Sellers and the Company in the course of the reviews contemplated by
this letter agreement, and will not use any of the confidential information
except in connection with this letter agreement, and if this letter agreement is
terminated for any reason, will return to Sellers and Company all tangible
embodiments (and all copies) of the confidential information which are in its
possession. Sellers will supply copies of all documents requested by Buyer to
complete its due diligence.

2.8 Due Diligence. In the event that Buyer is not reasonably satisfied with the
results of its continuing business, legal, and accounting due diligence
regarding the Company, Buyer may terminate or modify this Agreement by giving
written notice to the Sellers at the addresses listed above on or before the
tenth (10th) day following delivery to the Buyer of the due diligence documents
as identified in Exhibit A attached hereto.

2.9 Closing. The closing of the Transaction contemplated by this letter
agreement (the "Closing") shall be at a mutually agreed upon place and time on
the second business day following the satisfaction or waiver of all of the
obligations of the parties to consummate the Transaction contemplated hereby or
such other date as Buyer and Sellers may mutually determine (the "Closing
Date").

2.10 Integration. This letter agreement supersedes all prior negotiations and
understandings; and represents the entire understanding of Buyer and Sellers
with respect to the subject matter hereof. Except as otherwise expressly
provided herein, no termination, revocation, waiver, modification or amendment
of this letter agreement shall be binding unless in writing signed by Buyer and
Sellers.

2.11 Notice. For purposes of this letter agreement, written notice shall be
deemed provided on the date such written document is placed in the United States
Mail, Express Mail, or is sent via facsimile transmission. All notices provided
to Sellers shall be sent to the addresses listed above.

2.12     Representations and Warranties.

     (a)  The Company is a Nevada limited liability company,  duly organized and
          validly  existing  under the laws of Nevada with  corporate  power and
          authority to carry on its business as presently conducted.

     (b)  All material  agreements entered into by the Company including but not
          limited to those  listed in  section 1 of this  letter  agreement  are
          enforceable in accordance with their terms, are in good standing,  and
          are  legally  binding  on the  parties  involved.  Copies  of all such
          agreements  shall be  furnished  to the Buyer upon  execution  of this
          agreement.

<PAGE>
Exhibitions International, LLC
March 7, 2005
Page 6

     (c)  Copies  of the  Company's  financial  statement  for  the  year  ended
          December 31, 2004 shall be  furnished  to the Buyer upon  execution of
          this agreement.  Since the date of such financial statement, there has
          been no material  adverse  change in the  financial  condition  of the
          Company.

     (d)  There  is no  action  pending,  or  to  the  best  of  our  knowledge,
          threatened  against  the  Company,  except (1) with  respect to action
          threatened  in the letter  which the Museum of Sciences  (Museu de les
          Ciencies) in Valencia, Spain, as received from a German law firm (Norr
          Stiefenhofer Lutz) that represents the Institut fur Plastination e.K.,
          Rathausstrasse 18, 69126 Heidelberg, Germany (Dr. Gunther von Hagens);
          and (2) with  respect  to any  action  which may be brought by CCE for
          alleged violation of the confidentiality  provisions  contained in the
          Co-Promotion Agreement.

     (e)  There are no commitments outstanding pursuant to which the Company may
          be obligated to issue any additional membership interests.

2.13 Indemnification. The Company agrees to indemnify, defend and hold harmless
Buyer, its subsidiaries, parent companies, affiliates, agents, and assigns and
their respective agents, officers, employees, and directors, from and against
any and all losses, damages, liabilities, claims, demands, suits and expenses
that Buyer may incur or be liable for as a result of any claim, suit or
proceeding made or brought against Buyer based upon, arising out of, or in
connection with (i) any breach of any representation or warranty made by the
Company in this agreement (ii) any breach of any duties or obligations of Seller
hereunder, or (iii) willful misconduct of the Company (or any of its agents,
employees or representatives) in connection with this letter agreement. Buyer
hereby agrees to indemnify, defend and hold harmless Sellers, their
subsidiaries, parent companies, affiliates, agents, and assigns and their
respective agents, officers, employees, and directors, in an action which may be
brought by CCE against the Company or Sellers for alleged violation of the
confidentiality provisions contained in the Co-Promotion Agreement as referenced
in section 2.12 (e)(2) above. Despite this indemnification provision, the
parties hereto wish to state affirmatively their opinions that production of the
Co-Promotion Agreement to Buyer after execution of this letter agreement will
not violate any provision of the Co-Promotion Agreement, and further that
nothing contained herein shall be viewed as a willful attempt to violate the
Co-Promotion Agreement.

2.14 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.

2.15 Confidentiality. Each of the undersigned hereby agrees that it will not
disclose to or discuss with any third-parties the nature and terms of this
letter agreement except as may be required by law or with the prior written
approval of the parties.

<PAGE>
Exhibitions International, LLC
March 7, 2005
Page 7

If this letter correctly sets forth the terms of our agreement regarding the
Transaction, please so acknowledge by countersigning the next page and returning
a copy of this letter agreement.

                                Very truly yours,



                                Premier Acquisitions, Inc.


                                By:
                                   -----------------------------------
                                      Name:  Arnie Geller
                                      Title: President

<PAGE>
Exhibitions International, LLC
March 7, 2005
Page 8

Agreed and accepted:

                                Arts & Exhibitions International, LLC


                                By:
                                   -----------------------------------
                                      Name:  John T. Norman
                                      Title:  President


                                IP Live, PLC


                                By:
                                   -----------------------------------
                                     Name:  Martin Flitton
                                     Title:  Business Development Director


                                   -----------------------------------
                                     Name:  Lee D. Marshall


                                   -----------------------------------
                                     Name:  Joseph B. Marsh


                                     Global Entertainment Group, Inc.

                                By:
                                   -----------------------------------
                                    Name:   Robert B. Cayne, Jr.
                                    Title:  President


                                   -----------------------------------