**Exhibit 10.2****SETTLEMENT AGREEMENT AND MUTUAL SPECIAL RELEASE**     **1. *****PARTIES*****:**The parties to this Settlement Agreement and Mutual Special Release (“AGREEMENT”)are WILLIAM MORRIS AGENCY, LLC (“WILLIAM MORRIS”) and RICK KRANIAK (“KRANIAK”), on the one hand,and PREMIER EXHIBITIONS, INC. (“PREMIER”) and JAM EXHIBITIONS, LLC (“JAM”), on the other.     **2. *****RECITALS*****:**This AGREEMENT is made with reference to the following facts:     **2.1**On March 21, 2006, WILLIAM MORRIS filed a complaint in Los Angeles Superior Court entitled*William Morris Agency, LLC v. Premier Exhibitions, Inc.,*Case No. SC089055 (the “ACTION”). By theACTION, WILLIAM MORRIS seeks to recover commissions in the amount of approximately $1,200,000relating to exhibitions entitled *Bodies...The Exhibition*featuring preserved human bodies (the“EXHIBITIONS”) produced by PREMIER in conjunction with JAM and Concert Promotions International(“CPI”).     **2.2**WILLIAM MORRIS never served its complaint in the ACTION on PREMIER as the parties wereengaged in settlement negotiations and, consequently, PREMIER has not filed a responsive pleadingin the ACTION. Nonetheless, PREMIER generally denies the allegations contained in the Complaint inthe ACTION.     **2.3**By entering into this AGREEMENT, the parties now wish to resolve any disputes between themrelating to the ACTION and to agree to the terms and conditions set out in the AGREEMENT in orderto settle and dispose of, fully and completely, any and all claims arising therefrom.**3.*****OBLIGATIONS OF PREMIER AND JAM:***     **3.1**PREMIER and JAM agree to pay WILLIAM MORRIS a total of $500,000 in $100,000 installmentsdue on or before each of the following dates: June 1, 2006, November 1, 2006, June 1, 2007,November 1, 2007 and June 1, 2008. PREMIER and JAM are jointly and severally liable under thisAGREEMENT.     **3.2**The failure to make any payment in a timely manner as required under paragraph 3.1, above,would be a breach of this AGREEMENT. If PREMIER and/or JAM do not cure such a breach within fivebusiness days after written notice pursuant to paragraph 9.12 of this AGREEMENT, PREMIER and JAMshall be in material breach of this AGREEMENT. The parties acknowledge and agree that the damagewhich would accrue from such a breach would be difficult to ascertain and, therefore the partiesare making this provision for liquidated damages in the event of such a breach. Accordingly, in theevent of such material breach, PREMIER and JAM shall be obligated, jointly and severally, to payWILLIAM MORRIS a total of $600,000 as commissions relating to the EXHIBITIONS, which amount shallbe become immediately due and payable. Any and all payments made under paragraph 3.1, above, shallbe credited against this amount.
 

 
**4.*****OBLIGATIONS OF WILLIAM MORRIS:***     **4.1**Within five business days of the full execution of this AGREEMENT and receipt of the firstinstallment payment required under paragraph 3.1, above, WILLIAM MORRIS will file a request fordismissal with prejudice of the entire ACTION and provide a conformed copy of such dismissal toPREMIER after it is entered by the Court.     **4.2**In the event of a breach as described in paragraph 3.2, above, WILLIAM MORRIS will givePREMIER and JAM an opportunity to cure the breach by giving notice pursuant to paragraph 9.12 ofthis AGREEMENT and waiting five business days thereafter before initiating any action.     **5. *****TERMINATION OF ALLEGED AGENCY RELATIONSHIP BETWEEN WILLIAM MORRIS AND PREMIER:***WILLIAMMORRIS, on the one hand, and PREMIER, on the other hand, acknowledge and agree that the agencyagreement between the parties with respect to the EXHIBITIONS alleged by WILLIAM MORRIS in itscomplaint in the ACTION is hereby terminated. Accordingly, except with respect to the obligationscreated by or arising out of this AGREEMENT, WILLIAM MORRIS, on the one hand, and PREMIER, on theother hand, acknowledge and agree that neither of them has any ongoing obligations to the otherunder any alleged agency agreement.**6.*****SPECIAL RELEASES AND PROMISES:***     **6.1*****Release By WILLIAM MORRIS and KRANIAK:***Except with respect to the obligations created byor arising out of this AGREEMENT, WILLIAM MORRIS and KRANIAK, and each of them, for themselves andtheir respective affiliates, agents, employers, employees, representatives, attorneys,predecessors, successors and assigns, and each of them (the “WILLIAM MORRIS RELEASORS”), herebyrelease and absolutely and forever discharge PREMIER, JAM, CPI and Sam Tour, and each of them, andtheir respective affiliates, agents, officers, directors, employers, employees, representatives,attorneys, predecessors, successors and assigns (the “PREMIER RELEASEES”) from any and all claims,demands, grievances, liabilities, debts, accounts, obligations, costs, expenses, liens, actions andcauses of action, of every kind and nature whatsoever, existing on the effective date of thisAGREEMENT, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, whichthe WILLLAM MORRIS RELEASORS, have or claim to have, now or hereafter, against the PREMIERRELEASEES, or any of them, arising out of or in connection with the EXHIBITIONS, the eventsdescribed in the ACTION, the ACTION, the prosecution or defense of the ACTION or the negotiationand documentation of this AGREEMENT.     **6.2*****Release by PREMIER and JAM:***Except with respect to the obligations created by or arisingout of this AGREEMENT, PREMIER and JAM, and each of them, for themselves, CPI and Sam Tour, andtheir respective affiliates, agents, employers, employees, representatives, attorneys,predecessors, successors and assigns, and each of them (the “PREMIER RELEASORS”), hereby releaseand absolutely and forever discharge WILLIAM MORRIS and KRANIAK, and each of them, and theirrespective affiliates, agents, officers, directors, employers, employees, representatives,attorneys, predecessors, successors and assigns (the “WILLIAM MORRIS RELEASEES”) from any and allclaims, demands, grievances,
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liabilities, debts, accounts, obligations, costs, expenses, liens, actions and causes ofaction, of every kind and nature whatsoever, existing on the effective date of this AGREEMENT,whether known or unknown, anticipated or unanticipated, suspected or unsuspected, which the PREMIERRELEASORS have or claim to have, now or hereafter, against the WILLIAM MORRIS RELEASES, or any ofthem, arising out of or in connection with the EXHIBITIONS, the events described in the ACTION, theACTION, the prosecution or defense of the ACTION or the negotiation and documentation of thisAGREEMENT.     **6.3*****Inapplicability of Civil Code §1542:***Each of the parties to this AGREEMENT acknowledgesand agrees that the releases contained in this AGREEMENT are special releases and that §1542 of theCivil Code of the State of California is not applicable. If and to the extent it should bedetermined that the releases contained in this AGREEMENT are not special releases, contrary to theparties’ acknowledged intention and agreement, each party specifically waives the benefit of theprovisions of §1542 of the Civil Code of the State of California, which provides as follows:     **A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVEMATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.**     **6.4*****Waiver of Unknown Claims:***Each party hereby acknowledges that such party is aware thatsuch party may later discover facts in addition to or different from those which such party nowknows or believes to be true with respect to the subject matter of this AGREEMENT and that it issuch party’s intention, notwithstanding, to fully, finally and forever, settle and release all ofthe claims released by this AGREEMENT, known or unknown, suspected or unsuspected, which now exist,may exist or previously existed between the parties. In furtherance of such intention, the releasesgiven in this AGREEMENT shall be and shall remain in effect as a full and completed release,notwithstanding the discovery or existence of any such additional or different facts. The parties,further, accept and assume the risk that such facts may turn out to be different from the facts nowknown or believed to be true by the parties and agree that the releases given in this AGREEMENTshall remain in all respects effective and shall not be subject to termination or rescission byreason of any such difference in fact.**7.*****REPRESENTATIONS AND WARRANTIES:***     **7.1*****Nor-Assignment:***Each of the parties to this AGREEMENT hereby represents and warrants thatsuch party has not heretofore assigned or transferred, or purported to assign or transfer, to anyperson whomsoever any of the claims, demands, grievances, liabilities, debts, accounts,obligations, costs, expenses, liens, actions or causes of action released by the terms of thisAGREEMENT. Each party to this AGREEMENT further agrees to indemnify and hold harmless any otherparty from and against the assertion by any third party of any such claims, demands, grievances,liabilities, debts, accounts, obligations, costs, expenses, liens,
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actions or causes of action, including reasonable attorneys’ fees and costs incurred, arisingout of or in connection with any such assignment or transfer by such party.     **7.2*****Authority:***Each person executing this AGREEMENT on behalf of a corporation or other legalentity warrants that he or she holds the position indicated beneath his or her signature and thathe or she has been duly authorized by said corporation or other legal entity to execute thisAGREEMENT on its behalf.     **8. *****SEVERABILITY:***In the event that any covenant, condition or other provision of thisAGREEMENT is held to be invalid, void or unenforceable, in whole or in part, by an arbitrator orany court of competent jurisdiction, the same shall be deemed severable from the remainder of thisAGREEMENT and shall in no way affect, impair or invalidate any other covenant, condition orprovision contained in this AGREEMENT. If any such covenant, condition or other provision shall bedeemed invalid due to its scope or breadth, such covenant, condition or other provision shall beconstrued so as to be limited to the maximum scope or breadth permitted by law.**9.*****MISCELLANEOUS:***     **9.1*****Independent Advice:***Each party to this AGREEMENT acknowledges and agrees that such partyhas had the opportunity throughout the negotiation and documentation of this AGREEMENT to seekrepresentation by attorneys of the party’s choice and obtain advice with respect to the terms ofthis AGREEMENT and the effect of the releases given in this AGREEMENT. Each party to this AGREEMENTfurther acknowledges and agrees that such party has read this AGREEMENT, knows the contents of thisAGREEMENT and, in executing this AGREEMENT, has relied solely on the party’s own judgment, beliefand knowledge, and the advice and recommendations of the party’s attorneys and/or advisors,concerning this AGREEMENT, and has not been induced to enter into this AGREEMENT by anyrepresentation or statement of any other party not expressly contained in this AGREEMENT.     **9.2*****Successors and Assigns:***This AGREEMENT shall be binding upon and shall inure to thebenefit of the parties to this AGREEMENT and their respective, affiliates, agents, representatives,heirs, spouses, successors and assigns.     **9.3*****Integration:***This AGREEMENT sets forth the entire agreement between the parties relatingto the subject matter of this AGREEMENT. All agreements, covenants, representations and warranties,express or implied, oral or written, of the parties with regard to the subject matter hereof areincorporated in this AGREEMENT and the documents referred to herein which constitute the entirecontract between the parties. No other agreements, covenants, representations or warranties,express or implied, oral or written, have been made by any party to any other party with respect tothe subject matter of this AGREEMENT. All prior and contemporaneous conversations, negotiations,possible and alleged agreements, representations, covenants and warranties with respect to thesubject matter hereof are waived, merged in this AGREEMENT and superseded by it. This AGREEMENT isan integrated agreement, its terms are intended by the parties as a final expression of theiragreement with respect to the subject matter and may not be contradicted by evidence of any prioragreement or contemporaneous oral agreement. The parties further intend that this AGREEMENT and thedocuments referred to
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herein constitute the complete and exclusive statement of its terms and that no extrinsicevidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involvingthis AGREEMENT.     **9.4*****No Admission of Liability:***Each party acknowledges and agrees that this AGREEMENTaccomplishes the compromise of disputed claims and is not intended to constitute an admission ofliability, wrongdoing or error on the part of any party or their respective employees, agents,attorneys, representatives, or parent, subsidiary or affiliated companies. Any liability,wrongdoing or error is expressly denied by each party to this AGREEMENT.     **9.5*****Additional Documents:***In addition to the documents to be delivered as provided in thisAGREEMENT, each of the parties agrees to execute and deliver such additional documents and takesuch other action as may be reasonably required to carry out the terms of this AGREEMENT.     **9.6*****Titles and Captions:***Titles and captions contained in this AGREEMENT are inserted as amatter of convenience and for reference, and are not intended and shall not be construed to define,limit, extend or otherwise describe the scope of this AGREEMENT or any provision of this AGREEMENT.     **9.7*****Waiver:***No breach of any provision of this AGREEMENT can be waived unless in writing.Waiver of any one breach of this AGREEMENT shall not be deemed to be a waiver of any other breachof that or any other provision of this AGREEMENT.     **9.8*****Modification and Amendment:***No modification or amendment of any of the terms or provisionsof this AGREEMENT shall be binding upon any party to this AGREEMENT unless made in writing andsigned by such party or by a duly authorized representative or agent of such party.     **9.9*****Agreement to be Governed by California Law:***This AGREEMENT shall be governed by andconstrued in accordance with the internal laws of the State of California applicable to contractsentered into and wholly performed within said state. Any action filed respecting the Parties’rights or liabilities under or in connection with this Agreement must be filed in the County of LosAngeles, State of California. Should any such action be filed, the Parties agree to submit to thejurisdiction of the Court in which the lawsuit is filed and that service can be effected by mail tothe addresses set forth in paragraph 9.12 of this AGREEMENT.     **9.10*****No Construction:***No party to this AGREEMENT or such party’s attorney shall be deemed tobe the drafter of this AGREEMENT for purposes of interpreting or construing any of the provisionsof this AGREEMENT. This AGREEMENT shall be interpreted in accordance with the fair meaning of itslanguage and not strictly for or against any of the parties to this AGREEMENT.     **9.11*****Attorneys’ Fees:***In the event of any dispute respecting the Parties’ rights orliabilities under or in connection with this Agreement, the prevailing party in any proceeding
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to enforce or defend a claim under or relating to this Agreement shall be entitled to recoverthe costs incurred in connection with such dispute by such party including such party’s reasonableattorneys’ fees.     **9.12*****Notices:***Any notice that is required or permitted under this Agreement may be given bymail, courier, facsimile or hand delivery as follows:If to PREMIER and JAM:       Premier Exhibitions, Inc.