of the foregoing, the Executive shall be responsible for managing and overseeing theCompany’s financial affairs.          (b) Best Efforts. The Executive shall: (a) conduct himself at all times withintegrity and in an ethical manner; (b) devote substantially all of his effort, working time,energy, and skill (vacations and absences due to illness excepted) to the duties of his employment;(c) perform his duties faithfully, loyally, and industriously, and in a manner that accords withthe fiduciary relationship that a senior executive officer owes to his employer, and (d) follow andimplement diligently all lawful management policies and decisions of the Company.          (c) Location of Employment. The Executive shall work at the Company’s headquarterslocated at 3340 Peachtree Road, NE, Suite 2250, Atlanta, GA 30326, or wherever the Company’sheadquarters shall move from time to time.     3. Compensation and Expenses.          (a) Base Salary. For the services of the Executive to be rendered by him under thisAgreement, the Company will pay the Executive an annual base salary of two hundred and twentythousand dollars ($220,000) (the “Base Salary”). The Company shall pay the Executive his BaseSalary in equal installments no less than semi-monthly.          (b) Performance Bonus. The Executive shall be eligible to be considered for annualperformance awards consistent with incentive compensation programs established by the Board forsenior executives. Such awards may take the form of cash bonuses, stock option grants or grants ofrestricted stock at the discretion of the Board. Nothing in this Agreement shall be interpreted toconvey that a performance bonus or other award of cash, option or stock is guaranteed to theExecutive under the terms of this Agreement; all such awards shall be made in the sole discretionof the Board.          (c) Expenses. In addition to any compensation received pursuant to this Section 3,the Company shall reimburse the Executive for all reasonable, ordinary and necessary travel,entertainment and approved office expenses incurred in connection with the performance of hisduties under this Agreement, provided that the Executive properly accounts for such expenses to theCompany in accordance with the Company’s policies and practices.          (d) Restricted Stock. As of the Effective Date, the Company shall grant the Executiveseventy-five thousand (75,000) shares of the common stock of the Company, which shares shall berestricted (the “Restricted Stock”). The Restricted Stock shall vest, subject to the Executive’scontinued employment in good-standing with the Company through the applicable vesting date, asfollows: one-third on the first year anniversary date of the start of the Term; one-third on thesecond year anniversary date of the start of the Term; and one-third on the third year anniversarydate of the start of the Term. The Restricted Stock shall be represented by a restricted stockagreement, the terms of which shall be consistent with this subsection, and shall contain suchother terms as are consistent with the Company’s award of restricted stock to other seniorexecutives of the Company.
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     4. Benefits.          (a) Personal Days. For each calendar year during the Term, the Executive shall beentitled to six paid personal days. Unused paid personal days will not carryover from calendaryear to calendar year. Accrued but unused paid personal days will not be paid upon termination ofthis Agreement.          (b) Vacation. For each calendar year during the Term, the Executive shall be entitledto three weeks of vacation without loss of compensation or other benefits to which he is entitledunder this Agreement. The Executive shall take his vacation at such times as the Executive mayselect and as the affairs of the Company may permit. Unused vacation time will not carryover fromcalendar year to calendar year. Accrued but unused vacation time will be paid upon termination ofthis Agreement.          (c) Employee Benefit Programs. In addition to the compensation to which the Executiveis eligible pursuant to the provisions of Section 3 above, during the Term the Executive will beentitled to participate in any stock option plan, stock purchase plan, pension or retirement plan,and insurance or other employee benefit plan that is maintained at that time by the Company for itssenior executive employees, including programs of life, disability, basic medical and dental, andsupplemental medical and dental insurance. Executive’s coverage under all such medical and dentalinsurance shall be in effect as of the Effective Date. Any such participation is subject in allrespect to the terms and conditions of such plans and programs.     5. Termination.          (a) Termination for Cause. The Company may terminate the Executive’s employmentpursuant to this Agreement for “Cause” upon the occurrence of any of the following events: (i)Executive’s failure to substantially perform Executive’s employment duties and/or the duties andobligations outlined in this Agreement (other than any such failure resulting from Executive’sincapacity due to physical or mental illness) which are demonstrably willful and deliberate onExecutive’s part and which are not remedied in a reasonable period of time after receipt of writtennotice from the Company; or (ii) conviction of, or a plea of guilty or no contest by, Executive toa crime that constitutes a felony involving moral turpitude. No act or failure to act on the partof Executive shall be considered “willful” unless it is done, or omitted to be done, by Executivein bad faith or without reasonable belief that Executive’s action or omission was in the bestinterests of the Company.     In the event the Company intends to terminate the Executive’s employment for Cause, theCompany shall provide the Executive with written notice specifying the particular act or acts, orfailure to act, which is or are the basis for the Company’s decision to so terminate theExecutive’s employment for Cause. Except in the case of a violation of Section 6 of thisAgreement, the Company shall give Executive 30 days after such notice to correct such act orfailure to act. Upon failure of the Executive, within such 30 day period, to correct such act orfailure to act to the Company’s satisfaction, the Company may proceed to terminate his employment.
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     Upon any termination for Cause, the Executive shall have no right to compensation, bonus,severance, or other reimbursement pursuant to this Agreement or otherwise, except that theExecutive shall be entitled to all compensation and benefits that have accrued, except for accruedbut unused personal time, and all restricted stock that has vested as of the effective date oftermination.          (b) Death. This Agreement and the Company’s obligations hereunder will terminate uponthe death of the Executive. Upon the termination of this Agreement due to the death of theExecutive, the Company will pay the Executive’s legal representative the Base Salary (which mayinclude any accrued but unused vacation time) at such time pursuant to Section 3(a) through thedate of such termination of employment, plus any other compensation that may be due and unpaid.          (c) Disability. This Agreement and the Company’s obligations hereunder will terminateupon the disability of the Executive. For purposes of this Section 5(c), “disability” shall meanthat for a period of six months in any 12-month period, the Executive is incapable of substantiallyfulfilling the duties set forth in this Agreement because of physical, mental or emotionalincapacity resulting from injury, sickness or disease as determined by an independent physicianmutually acceptable to the Company and the Executive. Upon the termination of this Agreement dueto the disability of the Executive, the Company will pay the Executive or his legal representative,as the case may be, the Base Salary (which may include any accrued but unused vacation time) atsuch time pursuant to Section 3(a) through the date of such termination of employment (or, if theCompany has a disability policy in effect at the time of termination, until the date upon whichsuch disability policy begins payment of benefits, subject to Section 12(e) below), plus any othercompensation that may be due and unpaid.          (d) Termination without Cause or by the Executive for Good Reason. Upon 30 days priorwritten notice to the Executive, the Company may terminate the Executive’s employment hereunder forany reason other than “for Cause”. Upon 30 days prior written notice to the Company, the Executivemay terminate his employment hereunder with the Company for “Good Reason” (as defined below in (e)and subject to the Company’s right to cure as also provided in (e)). In either such event, thefollowing terms and conditions shall apply: (i) except as provided for in subsections (v), (vi),(vii) and (viii) below, Executive shall receive four (4) months of his Base Salary paid inaccordance with the Company’s standard payroll practices; (ii) if Executive is terminated beforethe first anniversary date of the Term, one-third of his Restricted Stock shall vest immediately;(iii) if Executive is terminated after the first anniversary date of the Term but before the secondanniversary date of the term, one-third of his Restricted Stock that was scheduled to vest on thesecond anniversary date of the Term shall vest immediately; (iv) if Executive is terminated afterthe second anniversary date of the Term but before the third anniversary date of the term,one-third of his Restricted Stock that was scheduled to vest on the third anniversary date of theTerm shall vest immediately; (v) if the Company replaces the Chief Executive Officer during theInitial Term and Executive is terminated within ninety (90) days of commencement of the new ChiefExecutive Officer’s term, Executive shall not be entitled to any Base Salary (other than accruedbut unpaid Base Salary) but all Restricted Stock, and any other equity awards in the form ofRestricted Stock or stock options granted tothe executive, not yet vested shall vest immediately; (vi) if the Company replaces the Chief
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Executive Officer after the Initial Term but prior to the third anniversary of the Effective Dateand Executive is terminated within ninety (90) days of commencement of the new Chief ExecutiveOfficer’s term, Executive shall be entitled to four (4) months Base Salary and all RestrictedStock, and any other equity awards in the form of Restricted Stock or stock options granted to theexecutive, not yet vested shall vest immediately; (vii) if the Company is sold during the InitialTerm and Executive is terminated within one-hundred and eighty (180) days of the “Sale,” allRestricted Stock, and any other equity awards in the form of Restricted Stock or stock optionsgranted to the Executive, not yet vested shall vest immediately; (viii) if the Company is soldduring after the Initial Term but prior to the third anniversary of the Effective Date andExecutive is terminated within one-hundred and eighty (180) days of the “Sale,” Executive shall beentitled to four (4) months Base Salary and all Restricted Stock, and any other equity awards inthe form of Restricted Stock or stock options granted to the executive, not yet vested shall vestimmediately. For purposes sections (vii) and (viii), “Sale” of the Company shall mean any sale ormerger of the Company in which the shareholders of the Company just prior to the sale or mergersell more than fifty-percent (50%) of the outstanding shares of common stock of the Company orsubstantially all of the assets of the Company are sold, with “substantially all” meaning anytransaction that would reduce the gross revenues of the Company by more than fifty-percent (50%) toan unrelated third-party in an arms-length negotiated transaction for fair value. To the extentrequired by Section 409A of the Internal Revenue Code, any lump sum payment payable to Executiveunder this section shall be made on the date that is six months following the date of thetermination, or as soon as administratively practicable thereafter, but in no event later than 90days thereafter.          (e) “Good Reason” means and shall be deemed to exist if, without the Executive’s priorconsent, (a) the Executive suffers a material diminution in the duties, responsibilities oreffective authority associated with his titles and positions; (b) a reduction by the Company of theExecutive’s Base Salary below the amount set in Section 3(a); or (c) the Company without just causefails to pay the Executive’s accrued compensation or to provide for the Executive’s accruedbenefits when due. The Executive is required to provide notice of the Good Reason within 90 days ofits occurrence. In the event the Executive intends to terminate his employment with the Company forGood Reason, his prior written notice shall specify the particular act or acts, or failure to act,which is or are the basis for the Executive’s decision to so terminate his employment for GoodReason. The Company shall be given 30 days after such notice to correct such act or failure toact. Upon failure of the Company, within such 30 day period, to correct such act or failure toact, the Executive may proceed to terminate his employment with the Company. However, in no eventshall the Executive be entitled to terminate this Agreement under this subsection (e) during theInitial Term.          (f) Termination Without Good Reason. Upon 30 days prior written notice to theCompany, the Executive shall have the right to terminate his employment hereunder without GoodReason or any reason at all. In such event, the Executive shall be entitled to: (a) any BaseSalary earned but unpaid through the date of termination; (b) payment of any unpaid expensereimbursements and unused accrued vacation days through the date of termination; and (c) any othervested payments and/or benefits, including the restricted stock, to which the Executive isentitled to receive under this Agreement or otherwise in accordance with the terms of anyapplicable benefit plan or arrangement.
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          (g) Expiration of Term. Expiration of the Term because one or the other party elects not torenew the employment relationship beyond the Initial Term or the then-current Renewal Term does notconstitute an early termination of the employment relationship for severance purposes. In such anevent, the Executive shall have no right to compensation, bonus, severance, or other reimbursementpursuant to this Agreement or otherwise, except that the Executive shall be entitled to allcompensation and benefits that have accrued, except for accrued but unused personal time, and allrestricted stock that has vested as of the effective date of termination.     6. Restrictive Covenants.          (a) Acknowledgments. The Executive and the Company agree that the Executive is beingemployed in an important fiduciary capacity with the Company and that the Company is engaged in ahighly competitive business. The Executive and the Company further agree that it is appropriate toplace reasonable limits as set forth herein on his ability to compete with the Company to protectand preserve the legitimate business interests and goodwill of the Company.          (b) General Restrictions.               (i) For purposes of this Agreement, “Restricted Period” shall mean the Term together with aperiod of twelve (12) months after the effective date the Executive’s employment with the Companyends, regardless of the reason. A business shall be considered “Competitive with the Company” ifit offers products or services that are substantially similar to those being provided by theCompany as of the Effective Date of this Agreement, or if it offers products or services that areotherwise directly competitive with or substitutable for the Company’s products and services as ofthe Effective Date.               (ii) During the Restricted Period, the Executive will not engage or participate in or finance(or take active steps to prepare to engage or participate in or finance, or to accept an offer ofemployment or a contractual relationship to engage or participate in or finance), directly orindirectly, as principal, agent, employee, employer, consultant, investor or partner, or assist inthe management of, or own any stock or any other ownership interest in, any business that isCompetitive with the Company. After the end of the Term, the covenant in this Section shallrestrict the Executive’s conduct only within a fifty (50) mile radius of Atlanta, Georgia (the“Restricted Territory”). Notwithstanding the foregoing, the ownership of not more than fivepercent (5%) of the outstanding securities of any company listed on any public exchange orregularly traded in the over-the-counter market, assuming the Executive’s involvement with any suchcompany is solely that of a security holder, shall not constitute a violation of this Section.     (c) Non-Solicitation Covenants.               (i) During the Restricted Period, the Executive will not directly or indirectly, for himselfor on behalf of another, solicit, or attempt to solicit, any officer, member,
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manager, contractor,consultant, executive or employee of the Company to leave, terminate or minimize his engagement orrelationship with the Company or to accept employment or an engagement or relationship elsewhere ifso accepting would involve leaving, terminating or minimizing his or her employment, engagement orcontractual relationship with the Company.     (ii) During the Restricted Period, the Executive will not directly or indirectly, for himselfor on behalf of another, solicit, or attempt to solicit, any of the Company’s customers or clients,or any of the Company’s prospective customers or clients that the Executive knew were beingtargeted by the Company during the Term. Notwithstanding the foregoing, after the end of the Termthe restriction in this Section shall apply only to customers or suppliers or prospects with whomthe Executive had material contact during the Term and nothing in this subparagraph (ii) shall bedeemed to prohibit the Executive from calling upon or soliciting a customer or supplier if suchaction relates solely to a business which is not Competitive with the Company. For purposes of thisSection, “material contact” with a customer, supplier or prospect includes (A) direct personalcontact with such parties, (B) direct supervision of other employees or personnel of the Companywho have direct personal contact with such parties, or (C) substantial knowledge of non-publicinformation about the Company’s business relationship with or business strategies with respect tosuch parties.          (d) Notice to Future Employers. If the Executive leaves the employ of the Companyfor any reason, (i) the Executive shall, during the Restricted Period, inform any subsequentemployers or business partners of the existence and provisions of Section of this Agreement and, ifrequested, provide a copy of such section to such employer or business partner, and (ii) theCompany may, during the Restricted Period, notify any future employer or business partner of theExecutive of the existence and provisions of such section of this Agreement.          (e) THE EXECUTIVE REPRESENTS AND WARRANTS THAT THE KNOWLEDGE, SKILLS AND ABILITIES HEPOSSESSES AT THE TIME OF COMMENCEMENT OF HIS EMPLOYMENT HEREUNDER ARE SUFFICIENT TO PERMIT HIM, INTHE EVENT OF TERMINATION OF HIS EMPLOYMENT HEREUNDER, TO EARN A LIVELIHOOD SATISFACTORY TO HIMSELFWITHOUT VIOLATING ANY PROVISION OF THIS AGREEMENT, FOR EXAMPLE, BY USING SUCH KNOWLEDGE, SKILLS ANDABILITIES, OR SOME OF THEM, IN THE SERVICE OF A NON-COMPETITOR.          (f) Disclosure of Confidential Information. The Executive acknowledges that duringhis employment with the Company he will gain and have access to confidential information regardingthe Company and its subsidiaries and affiliates. The Executive acknowledges that such confidentialinformation as acquired and used by the Company or any of its subsidiaries or affiliatesconstitutes a special, valuable and unique asset in which the Company or any of its subsidiaries oraffiliates, as the case may be, holds a legitimate business interest. All records, files,materials, methods of operation, trade secrets, customer information,personnel information and other confidential information (the “Confidential Information”) obtainedby the Executive in the course of his employment with the Company shall be deemed
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confidential andproprietary and shall remain the exclusive property of the Company or any of its subsidiaries oraffiliates, as the case may be. The Executive will not, except in connection with and as requiredby his performance of his duties under this Agreement (or as required by law or by legal processsuch as subpoena, etc.), for any reason use for his own benefit or the benefit of any person orentity with which he may be associated, disclose any Confidential Information to any person, firm,corporation, association or other entity for any reason or purpose whatsoever without the priorconsent of the Board of Directors of the Company, unless such information previously shall havebecome public knowledge through no action by or omission of the Executive. All tangibleConfidential Information must be returned to the Company upon the termination of this Agreement.Confidential Information shall not be deemed to include any contract, draft or other template legalform in the Executive’s possession prior to having been employed by the Company. Except as totrade secrets, this restrictive covenant will survive for two (2) years following the terminationof this Agreement. This restrictive covenant has no time limit as it relates to trade secrets.          (g) Enforcement of Restrictions. The parties hereby agree that any violation by theExecutive of the covenants contained in this Section will likely cause irreparable damage to theCompany or its subsidiaries and affiliates and may, as a matter of course, be restrained by processissued out of a court of competent jurisdiction, in addition to any other remedies provided by law.          (h) Special Severability. The terms and provisions of this Section are intended to beseparate and divisible provisions and if, for any reason, any one or more of them is held to beinvalid or unenforceable, neither the validity nor the enforceability of any other provision ofthis Agreement shall thereby be affected. It is the intention of the parties to this Agreement thatthe potential restrictions on the Executive’s future employment imposed by this Section bereasonable in both duration and geographic scope and in all other respects. If for any reason anycourt of competent jurisdiction shall find any provisions of this Section unreasonable in durationor geographic scope or otherwise, the Executive and the Company agree that the restrictions andprohibitions contained herein shall be effective to the fullest extent allowed under applicable lawin such jurisdiction.     7. Assignability. The rights and obligations of the Company under this Agreementshall inure to the benefit of and be binding upon the successors and assigns of the Company,provided that such successor or assign shall acquire all or substantially all of the assets andbusiness of the Company.     8. Indemnification and Insurance          (a) Indemnification. The Company shall indemnify and hold harmless Executive from,against and in respect of any and all losses arising out of or relating to the performance of theExecutive’s services (including, without limitation, attorneys’ fees and expenses);provided, however, the Company shall have no obligation under this Section 8 toindemnify Executive for any losses to the extent that such losses (i) are determined by acourt of competent jurisdiction in a final judgment or (ii) are determined by arbitration, pursuantto
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Section 11 of this Agreement, to have resulted from (A) the gross negligence or willfulmisconduct of Executive in the performance of Executive’s employment duties and/or the duties andobligations outlined in this Agreement, (B) any violation of law by Executive in the performance ofExecutive’s employment duties and/or the duties and obligations outlined in this Agreement, or (C)breach of the terms of this Agreement by Executive.          (b) Insurance. The Company shall cause Executive to be covered under the Company’sdirectors and officers liability insurance policy upon a basis consistent with the Company’ssimilarly situated executive officers, subject to and on a basis consistent with the terms andconditions of such directors and officers liability insurance policy.     9. Severability. If any provision of this Agreement is deemed to be invalid orunenforceable or is prohibited by the laws of the state or jurisdiction where it is to beperformed, this Agreement shall be considered divisible as to such provision and such provisionshall be inoperative in such state or jurisdiction and shall not be part of the considerationmoving from either of the parties to the other. The remaining provisions of this Agreement shallbe valid and binding.     10. Notice. Notices given pursuant to the provisions of this Agreement shall be sentby certified mail, postage prepaid, or by overnight courier, or telecopier to the followingaddresses:         To the Company: Chris Davino      3340 Peachtree Road, NE      Suite 2250      Atlanta, GA 30326           To the Executive: John A. Stone                                   Either party may, from time to time, designate any other address to which any such notice toit or him shall be sent. Any such notice shall be deemed to have been delivered upon the earlierof actual receipt or four days after deposit in the mail, if by certified mail.     11. Arbitration.          (a) Any dispute between the parties under this Agreement, or any dispute between the partiesrelating to the breach of this Agreement, the Executive’s employment with Company, or thetermination thereof, will be resolved (except as provided below) through informal arbitration by anarbitrator, who is licensed to practice law in some jurisdiction in the United States of America,and who is selected under the rules of the American ArbitrationAssociation. The arbitration will be conducted under the rules of said Association which areapplicable to employment disputes, to the extent they do not conflict with this Agreement.
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          (b) The arbitrator will have the right only to interpret and apply the provisions of thisAgreement and may not change any of its provisions. The determination of the arbitrator will beconclusive and binding upon the parties and judgment upon the same may be entered in any courthaving jurisdiction thereof. The arbitrator will give written notice to the parties stating his,her or its determination, and will furnish to each party a signed copy of such determination.          (c) The expenses of arbitration will be borne equally by the Executive and the Company, andeach party will bear its own costs, including attorneys’ fees; provided, however, that thearbitrator shall have the power to award such expenses and costs, including attorneys’ fees, to theprevailing party in accordance with applicable law. The arbitrator shall also have the power torequire the Company, at the beginning of the proceedings, to fully or partially reimburse (orprovide an advance to) the Executive for the expenses of arbitration (but not for costs, includingattorneys’ fees) in the event the Executive can demonstrate that the amount of the expenses ofarbitration is an unreasonable impediment to adjudication of his claims in arbitration. If thearbitrator awards a monetary amount to either party in excess of $1,000,000, the party against whomthe award was made may seek judicial resolution of the dispute under a *de novo*standard before anycourt with appropriate jurisdiction over the matter.          (d) Notwithstanding the foregoing, the Company will not be required to seek or participate inarbitration regarding any breach by the Executive of his obligations under Section 6 hereof, butmay pursue its remedies for such breach in a court of competent jurisdiction in state or federalcourts located in the State of Georgia. Any arbitration or action pursuant to this Section 11 willbe governed by and construed in accordance with the substantive laws of the State of Georgia,without giving effect to the principles of conflict of laws of such State.     12. Miscellaneous.          (a) Governing Law, Venue. The provisions of this Agreement will be governed by andconstrued in accordance with the laws of the State of Georgia without giving effect to theprinciples of conflict of laws of such State.. The Executive agrees that the state and federalcourts located in the State of Georgia shall have jurisdiction in any action, suit, or proceedingagainst the Executive based on or arising out of this Agreement and the Executive hereby: (a)submits to the personal jurisdiction of such courts; (b) consents to service of process inconnection with any action, suit or proceeding against the Executive; and (c) waives any otherrequirement (whether imposed by statute, rule of court or otherwise) with respect to personaljurisdiction, venue, or service of process.          (b) Waiver/Amendment. The waiver by any party to this Agreement of a breach of anyprovision hereof by any other party shall not be construed as a waiver of any subsequent breach byany party. No provision of this Agreement may be terminated, amended, supplemented, waived ormodified other than by an instrument in writing signed by the partyagainst whom the enforcement of the termination, amendment, supplement, waiver or modification issought.
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          (c) Entire Agreement. This Agreement represents the entire agreement between theparties with respect to the subject matter hereof and replaces and supersedes any prior agreementsor understandings.          (d) Facsimiles/PDF’s/Counterparts. This Agreement may be executed in counterparts,all of which shall constitute one and the same instrument. Facsimile copies and electronicPortable Document Format files of executed signature pages transmitted by electronic mail will bedeemed original for all purposes.          (e) Section 409A of the Code. This Agreement and the benefits provided hereunder areintended to be exempt from or to comply with the requirements of Section 409A of the InternalRevenue Code of 1986, as amended, and Treasury regulations and other applicable guidance issued bythe Treasury Department or Internal Revenue Service thereunder (collectively, “Section 409A”), andshall be interpreted and administered consistent with such intent. To the extent required forcompliance with the requirements of Section 409A, references in this Agreement to a termination ofemployment shall mean a “separation of service” with the meaning of Section 409A. Notwithstandingthe terms of Section 3, Section 4 or Section 5 of this Agreement, to the extent the Executive is a“specified employee” (as defined by Section 409A) at the time of termination of employment and apayment or provision of a benefit is required to be delayed by six months pursuant to Section 409A,distribution shall be made no earlier than the six-month anniversary of termination of employment.          (f) Withholding. The Company may withhold from any amounts payable under thisAgreement such federal, state or local income taxes to the extent the same are required to bewithheld pursuant to any applicable law or regulation.          (g) Captions. The captions of this Agreement are not part of the provisions hereofand shall have no force or effect.          (h) Survivorship. The respective rights and obligations of the parties hereundershall survive any termination of this Agreement or the Executive’s Term hereunder for any reason tothe extent necessary to the intended provision of such rights and the intended performance of suchobligations.
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     IN WITNESS WHEREOF, the Company and the Executive have duly executed this Agreement as of thedate first above written.       **COMPANY:**       **PREMIER EXHIBITIONS, INC.**       By: /s/ Christopher J. Davino  Its:   Presidentand Chief Executive Officer       **EXECUTIVE:**       /s/ John A. Stone      John A. Stone
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