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     Section 2. Compensation.          (a) As compensation for the Consulting Services under this Agreement, the Company shall pay toConsulting Company a consulting fee of One Thousand Two Hundred Fifty Dollars ($1,250) per day, notto exceed sixteen days (16) days per month, payable at the end of each month during the Term.          (b) After three (3) months of continuous service, Consultant shall be eligible to receiveadditional compensation in the form of an incentive award or bonus payable in cash, stock or acombination of cashand stock in an amount to be determined by the Compensation Committee of the Board orDirectors of the Company based on performance objectives and criteria established by the interimChief Executive Officer and the Board of Directors of the Company. Payment of an incentive awardis discretionary and not a requirement for Consultant’s performance under this Agreement.          (c) In the event that Consultant is engaged as an employee pursuant to an employmentagreement, Consultant (i) shall be eligible to participate in any bonus or incentive programs whichthe Company institutes from time to time for the Company’s similarly situated executive officers,subject to and on a basis consistent with the terms, conditions, and overall administration of suchbonus or incentive programs by the Company; and (ii) shall be entitled to participate in and toreceive benefits under all benefit plans and arrangements offered by the Company from time to timeto its similarly situated executive officers, subject to and on a basis consistent with the terms,conditions, and overall administration of such plans and arrangements by the Company.Notwithstanding the foregoing, nothing in this Agreement is intended, or shall be construed, torequire or preclude the Company from instituting or maintaining any bonus or incentive programs orbenefit plans or arrangements, nor shall the right of the Company to modify, suspend or discontinueany and all bonus or incentive programs or benefit plans or arrangements be limited.     Section 3. Certain Expenses.          (a) Consultant shall be entitled to reimbursement from the Company for all reasonable expensesactually incurred by Consultant in connection with the performance of the Consulting Services;provided that such expenses are reasonably documented and pre-approved by the Company.     Section 4. Term; Termination.          (a) The Term of this Agreement (the “Term”) shall commence on the Effective Date and shallcontinue until February 28, 2009. The Term shall automatically be extended by successive one (1)month periods, unless, at least thirty (30) days prior to the end of the applicable renewal Term,the Company shall deliver to Consulting Company and Consultant, or Consulting Company andConsultant shall deliver to the Company, written notice that the Term shall not be so extended.          (b) *Death of Consultant*. This Agreement shall terminate automatically upon Consultant’sdeath. Upon the termination of Consultant’s engagement due to death, the Company shall pay toConsultant’s heirs as soon as practicable after the effective date of such termination, any unpaidcompensation earned by Consultant through the effective date of such termination.          (c) *Disability of Consultant*. For purposes of this Agreement, Consultant shall be deemed tobe under a “Disability” if Consultant shall be unable, by virtue of illness, physical or mentalincapacity, or disability (from any cause or causes whatsoever), to perform Consultant’s essentialjob functions hereunder, whether with or without reasonable accommodation, in substantially themanner and to the extent required hereunder prior to the commencement of such disability, for aperiod exceeding thirty (30) consecutive calendar days. In the event Consultant shall remain undera Disability for a period exceeding thirty (30) days (whether business or non-business days andwhether consecutive or non-consecutive), the Company shall have the right to terminate Consultant’sengagement hereunder at the end of any calendar month.          (d) *Payments Following Termination*. Upon termination of Consultant’s engagement pursuant toany of the foregoing provisions of this Section 4, any right or benefit accrued by Consultant orthe Company or to which Consultant or the Company had become entitled pursuant to this Agreementprior to such termination or expiration, and any Consultant or Company obligation with respect toany such right or benefit, shall
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not be extinguished by reason of such termination or expirationand shall be paid to the Company by Consultant or to Consultant by the Company, as the case may be.Company shall have the right to offset any amounts due Company from Consultant from any amounts tobe paid to Consultant pursuant to this Agreement or otherwise.     Section 5. Indemnification. During the Term, the Company shall indemnify and holdharmless Consulting Company and Consultant from, against and in respect of any and all lossesarising out of or relating to Consultant’s performance of the Consulting Services; provided,however, the Company shall have no obligation under this Section 5 to indemnify Consulting Companyand/or Consultant for any losses to the extent that suchlosses resulted from (i) the gross negligence or willful misconduct of Consultant in hisperformance of the Consulting Services, (ii) any violation of law by Consultant in his performanceof the Consulting Services, or (iii) breach of the terms of this Agreement by Consulting Companyand/or Consultant.     Section 6. Relationship.          (a) Consultant and the Company shall not be construed as joint venturers or partners as aconsequence of the relationship contemplated under this Agreement. Neither Consultant nor theCompany shall have the power to bind or obligate the other.          (b) It is expressly intended by the parties hereto that Consultant be, vis-à-vis the Company,an independent contractor and that Consultant will maintain the sole direction and control of themanner and means of performing any requested Consulting Services. The specific means ofaccomplishing the Consulting Services requested by the Company shall be left to the discretion ofConsultant.     Section 7. Confidential Information.           (a) Consultant hereby covenants and agrees that, during the Term, he will hold in confidenceall Confidential Information (as defined below) of the Company and will not disclose, publish ormake use of such Confidential Information, except as is necessary to perform the ConsultingServices. Upon the request of the Company and, in any event, upon the termination of Consultant’sengagement hereunder, Consultant will deliver to the Company all memoranda, notes, records, manualsor other documents (including, but not limited to, written instruments, voice or data recordings,or computer tapes, disks or files of any nature), including all copies of such materials and alldocumentation prepared or produced in connection therewith, pertaining to the performance of theConsulting Services, the business of the Company, or containing Trade Secrets (as defined below) orConfidential Information regarding either the Company’s business, whether made or compiled byConsultant or furnished to Consultant by virtue of his performance of the Consulting Serviceshereunder.          (b) For the purposes of this Section 7:     (i) “Confidential Information” means any data or information (otherthan Trade Secrets) that is valuable to the Company or any of its Subsidiaries (or,if owned by someone else, is valuable to that third party) and not generally knownto the public or to competitors in the industry, including, but not limited to, anynon-public information (regardless of whether in writing or retained as personalknowledge) pertaining to research and development; product costs and processes;stockholder information; pricing, costs or profit factors; quality programs; annualbudget and long-range business plans; marketing plans and methods; contracts andbids; and personnel.     (ii) “Trade Secret” means information including, but not limited to, anytechnical or nontechnical data, formula, pattern, compilation, program, device,method, technique, drawing, process, financial data, financial plan, product plan,list of actual or potential customers or suppliers or other information similar toany of the foregoing, which (A) derives economic value, actual or potential, fromnot being generally known to, and not being readily ascertainable by proper meansby, other persons who can derive economic value from its disclosure or use, and (B)is the subject of efforts that are reasonable under the circumstances to maintainits secrecy.     Section 8. Assignment. The rights and obligations of Consultant under this Agreementare personal to Consultant and may not be assigned or transferred to any other party. The Companymay assign its rights and obligations under this Agreement to any of its affiliates orsubsidiaries. Otherwise, the Company may assign its rights and obligations under this Agreementonly with the express written consent of Consultant; and any such
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assignment shall be of no forceand effect unless and until the assignee thereunder shall assume, in writing, any and allobligations of the Company arising under this Agreement.     Section 9. General Matters.          (a) Captions. The captions utilized in this Agreement are for the purposes ofidentification only and shall not control or affect the meaning or construction of any of theprovisions hereof.          (b) Integration. This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof and will supersede all previous negotiations,representations, commitments and writings relating to the Consulting Services.          (c) Modification and Waiver. This Agreement may not be amended, released, discharged,rescinded or abandoned, except by a written agreement duly executed by each of the parties hereto.The failure of any party hereto at any time to enforce any of the provisions of this Agreement willin no way constitute or be construed as a waiver of such provision or of any other provisionhereof, nor in any way affect the validity of, or the right thereafter to enforce, each and everyprovision of this Agreement.          (d) Governing Law. This Agreement and its validity, construction, administration andall rights hereunder, will be governed by the laws of the State of Illinois without regard to itsconflict of laws provisions.          (e) Arbitration. Any controversy, dispute, disagreement, difference or claim arisingout of, under, in connection with or related to this Agreement shall be finally determined byarbitration in accordance with the rules of the American Arbitration Association (“AAA”) then ineffect. The arbitration shall take place in Chicago, Illinois before an arbitral panel of threearbitrators unless the parties agree that the matter shall be presented to a single arbitrator.The arbitrators shall be chosen, subject to such time delays or periods as are fixed under theaforesaid applicable rules, as follows. Each party shall select one arbitrator. If either partyfails to select an arbitrator, the arbitrator selected by the one party shall act as solearbitrator. If each party has selected an arbitrator, then the two arbitrators shall select athird. If the two arbitrators do not agree on the selection of a third within fifteen (15) daysafter having been requested to do so by either party or by the AAA, the third arbitrator shall beselected by the AAA. Judgment upon any award rendered may be entered in any court havingjurisdiction. The prevailing party, or substantially prevailing party (if applicable), shallrecover its reasonable attorney’s fees together with its arbitrator fees and filing and other costsof the arbitration proceeding.          (f) Severability. The invalidity or unenforceability of any particular provision ofthis Agreement shall not affect the other provisions hereof, and this Agreement shall be construedin all respects as if such invalid or unenforceable provisions were omitted.          (g) Notices. Wherever provision is made in this Agreement for the giving, service ordelivery of any notice, statement or other instrument, such notice shall be in writing and shall bedeemed to have been duly given, served and delivered, if delivered by hand or mailed by UnitedStates registered or certified mail, addressed as follows:         If to the Company:   Premier Exhibitions, Inc.      3340 Peachtree Road, Suite 2250      Atlanta, Georgia 30326      Attn: Christopher J. Davino, Interim Chief Executive Officer