Exhibit 10.3PROMISSORY NOTE$25,000,000.00 October 4, 2007     FOR VALUE RECEIVED, the undersigned, PREMIER EXHIBITIONS, INC. (the “Borrower”), a Floridacorporation, hereby promises to pay to the order of BANK OF AMERICA, N.A. (the “Bank”), whoseaddress is 9000 Southside Blvd., Building 100, Jacksonville, Florida 32256, the principal sum ofTwenty Five Million and 00/100 Dollars ($25,000,000.00), or so much of the principal hereof as maybe outstanding from time to time, together with interest on the outstanding principal balancehereof at the rate provided herein. This Note shall be governed by the following provisions:     1. Advances. The Borrower and the Bank have executed a Loan Agreement (as amended orrestated from time to time, the “Loan Agreement”) of even date herewith. The loan evidenced bythis Note is a revolving loan, and the Borrower may borrow, repay and reborrow principal amountsduring the Revolving Period (as defined in the Loan Agreement) subject to the terms containedherein and in the Loan Agreement. Notwithstanding the foregoing, the outstanding principal balancehereof shall not exceed the Maximum Credit Amount (as defined in the Loan Agreement) then in effect(or such lesser amount as may be set forth in the Loan Agreement). This Note is subject to theterms and conditions of the Loan Agreement; provided, however, the Loan Agreement is expressly NOTincorporated herein pursuant to Section 201.08(6), Florida Statutes and Rules 12B-4.052(6)(b) and(12)(h), Florida Administrative Code. This Note is the Note described in the Loan Agreement.     2. Interest.     (a) The Principal Debt from day to day outstanding which is not past due shall bearinterest at a rate per annum equal to the following (computed as provided herein) asapplicable: (i) on Base Rate Principal, on any day, the Base Rate; and (ii) on LIBOR RatePrincipal, for the applicable Interest Period, the applicable LIBOR Rate.     (b) Subject to the conditions and limitations in this Note, the Borrower may by writtennotice to the Bank in the form specified by the Bank (a “Rate Election Notice”): (i) elect,for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR RatePrincipal or a combination thereof; (ii) elect to convert, on a Business Day, all or part ofBase Rate Principal into LIBOR Rate Principal; (iii) elect to convert, on the last day ofthe Interest Period applicable thereto, all or part of any LIBOR Rate Principal into BaseRate Principal; or (iv) elect to continue, commencing on the last day of the Interest Periodapplicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election isnot made in accordance with the terms and conditions of this Note for any principal advanceor for any LIBOR Rate Principal for which the corresponding Interest Period is expiring orto convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will beBase Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums.     (c) Each Rate Election Notice must be received by the Bank not later than 10:00 a.m.local time in the city in which this Note is payable (or such other city as the Bank maydesignate) on the applicable date as follows: (i) with respect to an advance of orconversion to Base Rate Principal, one (1) Business Day prior to the proposed date ofadvance or conversion; and (ii) with respect to an advance of, conversion to or continuationof LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance,conversion or continuation. Unless otherwise specified herein, no conversion from LIBORRate Principal may be made other than at the end of the corresponding Interest Period. EachRate Election Notice shall stipulate: (i) the amount of the advance or of the Principal Debtto be converted or continued; (ii) the nature of the proposed advance, conversion orcontinuation, which shall be either Base Rate Principal, LIBOR Rate Principal or acombination thereof, and in the case of a conversion or continuation, the nature of thePrincipal Debt to be converted or continued; and (iii) in the case of LIBOR Rate Principal,the proposed commencement date and duration of the Interest Period (which duration shall beone month or three months). All such
 

 
notices shall be irrevocable once given, and shall be deemed to have been given only whenactually received by the Bank in writing in form specified by the Bank.     (d) In addition to any other conditions herein, a LIBOR Rate Election shall not bepermitted if:     (i) A default or Event of Default is continuing under the Loan Agreement; or     (ii) After giving effect to the requested LIBOR Rate Election, the sum of allLIBOR Rate Principal plus all Base Rate Principal would exceed the Maximum CreditAmount (as defined in the Loan Agreement) then in effect (or such lesser amount asmay be set forth in the Loan Agreement); or     (iii) The requested LIBOR Rate Election would cause more than five (5) LIBORRate Elections by the Borrower to be in effect at any one time; or     (iv) The amount of LIBOR Rate Principal requested in the LIBOR Rate Election isother than $500,000 or a larger integral multiple of $100,000; or     (v) The requested interest period does not conform to the definition ofInterest Period herein; or     (vi) Any of the circumstances referred to in subparagraph (g) below shall applywith respect to the requested LIBOR Rate Election or the requested LIBOR RatePrincipal.     (e) The Borrower hereby designates the Borrower’s chief financial officer as beingauthorized to give Rate Election Notices on behalf of the Borrower. The Bank shall beentitled to rely on written or oral directions from such person until this authorization isrevoked by the Borrower in writing.     (f) All interest shall be computed on the basis of a year of 360 days and paid for theactual number of days elapsed. The Bank shall determine each interest rate applicable tothe Principal Debt in accordance with this Note and its determination thereof shall beconclusive in the absence of manifest error. The books and records of the Bank shall beprima facie evidence of all sums owing to the Bank from time to time under this Note, butthe failure to record any such information shall not limit or affect the obligations of theBorrower under the Loan Documents.     (g) If, with respect to any LIBOR Rate Election or any LIBOR Rate Principal outstandinghereunder, the Bank determines that no adequate basis exists for determining the LIBOR Rate,that the LIBOR Rate will not adequately and fairly reflect the cost to the Bank of fundingor maintaining the applicable LIBOR Rate Principal for such Interest Period, or that anyapplicable law or any request or directive (whether or not having the force of law) of anytribunal or compliance therewith by the Bank prohibits or restricts or makes impossible themaking or maintaining of such LIBOR Rate Election or LIBOR Rate Principal or the charging ofinterest on such LIBOR Rate Principal, and the Bank so notifies the Borrower, then until theBank notifies the Borrower that the circumstances giving rise to such suspension no longerexist, (a) the obligation of the Bank to permit such LIBOR Rate Election shall be suspended,and (b) all existing affected LIBOR Rate Principal shall automatically become Base RatePrincipal, either (i) on the last day of the corresponding Interest Period (if the Bankdetermines that it may lawfully continue to fund and maintain the affected LIBOR RatePrincipal to such day); or (ii) immediately (if the Bank determines that it may not lawfullycontinue to fund and maintain the affected LIBOR Rate Principal to such day).     (h) Any principal of, and to the extent permitted by applicable law, any interest on,this Note and any other sum payable hereunder which is not paid when due shall bear interestfrom the date due and payable until paid, payable on demand, at the Past Due Rate ashereinafter defined. If on the due date the entire Principal Debt is bearing interest at asingle interest rate, the “Past Due
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Rate” shall be equal to four percent (4%) plus the higher of (a) the Base Rate, or (b) theLIBOR Rate. If on the due date different portions of the Principal Debt are bearinginterest at different rates as herein provided, the Past Due Rate shall be calculatedseparately with respect to each portion of the Principal Debt. For each portion of thePrincipal Debt, the “Past Due Rate” shall equal the existing Base Rate or LIBOR Rate thenbeing applied, plus four percent (4%) per annum.     (i) In addition to other terms defined herein, as used herein the following terms shallhave the meanings indicated, unless the context otherwise requires:     *“Base Rate”*means, on any day, a simple rate per annum equal to the greater ofthe Prime Rate or the Federal Funds Rate for that day. Without notice to theBorrower or anyone else, the Base Rate shall automatically fluctuate upward anddownward as and in the amount by which the Prime Rate or he Federal Funds Rate, asapplicable, fluctuates.     *“Base Rate Principal”*means, at any time, the Principal Debt minus the portion,if any, of such Principal Debt which is LIBOR Rate Principal.     *“Business Day”*means a day other than a Saturday or a Sunday on which the Bankis open for the conduct of substantially all of its banking business at its officein the city in which this Note is payable, except that in the case of LIBOR RatePrincipal such day must also be a day on which commercial banks are open forinternational business (including dealings in U.S. Dollar deposits in London,England).     *“Federal Funds Rate”*means, for any day, the rate per annum equal to theweighted average of the rates on overnight federal funds transactions with membersof the Federal Reserve System arranged by federal funds brokers on such day, aspublished by the Federal Reserve Bank on the Business Day next succeeding such day;provided that (a) if such day is not a Business Day, the Federal Funds Ratefor such day shall be such rate on such transactions on the next preceding BusinessDay as so published on the next succeeding Business Day, and (b) if no such rate isso published on such next succeeding Business Day, the Federal Funds Rate for suchday shall be the average rate (rounded upward, if necessary, to a whole multiple of1/100 of 1%) charged to the Bank on such day on such transactions as determined bythe Bank.     *“Interest Period”*means, with respect to any LIBOR Rate Principal, the periodcommencing on the date such LIBOR Rate Principal is disbursed or on the date onwhich the Principal Debt or any portion thereof is converted into or continued assuch LIBOR Rate Principal, and ending on the date one (1) or three (3) monthsthereafter, as elected by the Borrower in the applicable Rate Election Notice;provided that:     (i) Each Interest Period must commence on a Business Day;     (ii) In the case of the continuation of LIBOR Rate Principal, theInterest Period applicable after the continuation of such LIBOR RatePrincipal shall commence on the last day of the preceding Interest Period;     (iii) If any Interest Period applicable to LIBOR Rate Principal wouldotherwise end on a day which is not a Business Day, that Interest Periodshall be extended to the next succeeding Business Day unless the result ofsuch extension would be to carry such Interest Period into another calendarmonth, in which event such Interest Period shall end on the next precedingBusiness Day;     (iv) Any Interest Period applicable to LIBOR Rate Principal that beginson the last Business Day of a calendar month (or on a day for which there isno numerically corresponding day in the calendar month at the end of suchInterest
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Period) shall end on the last Business Day of the last full calendar monthat the end of such Interest Period; and     (v) No Interest Period shall extend beyond the Maturity Date, and anyInterest Period which begins before the Maturity Date and would otherwiseend after the Maturity Date shall instead end on the Maturity Date.     *“LIBOR Margin”*is the percentage per annum set forth below based on theBorrower’s Leverage Ratio (as defined in the Loan Agreement).   Leverage Ratio Applicable Libor MarginGreater than 1.0 to 1 1.5% per annumEqual to or less than 1.0 to 1 1.25% per annumThe Libor Margin will be established based upon the Borrower’s most recent quarterlycompliance certificate received by the Bank, as required in the Loan Agreement. TheLibor Margin will be in effect from the first day of the calendar month followingreceipt of that compliance certificate until the first day of the calendar monthfollowing receipt of the next quarterly compliance certificate. Until the Bankreceives the first compliance certificate pursuant to the Loan Agreement, the LiborMargin will be 1.5% per annum. Thereafter, if any compliance certificate is notdelivered when required under the Loan Agreement, the Libor Margin from the datesuch certificate was due until the date that the Bank receives the same will be 1.5%per annum.     *“LIBOR Rate”*means, for any applicable Interest Period, a per annum rate ofinterest equal to the Libor Margin *plus*the British Bankers Association LIBOR Rate(“BBA LIBOR”), as published by Reuters (or other commercially available sourceproviding quotations of BBA LIBOR as selected by the Bank from time to time) asdetermined for first day of each applicable Interest Period at approximately 11:00a.m. London time two (2) London Banking Days prior to such day, for U.S. Dollardeposits (for delivery on the first day of such Interest Period) with a term equalto the term of the applicable Interest Period, as adjusted from time to time in theBank’s sole discretion for reserve requirements, deposit insurance assessment ratesand other regulatory costs. If such rate is not available at such time for anyreason, then the rate for that Interest Period will be determined by such alternatemethod as reasonably selected by the Bank.     *“LIBOR Rate Election”*means an election by the Borrower of an applicable LIBORRate in accordance with this Note.     *“LIBOR Rate Principal”*means any portion of the Principal Debt which bearsinterest at an applicable LIBOR Rate at the time in question.     *“London Banking Day”*shall mean a day on which banks in London are open forbusiness and dealing in offshore dollars.     *“Note”*means this promissory note, and any renewals, extensions, amendments orsupplements hereof.     *“Prime Rate”*means, on any day, the rate of interest per annum then mostrecently established by the Bank as its “prime rate.” Any such rate is a generalreference rate of interest, may not be related to any other rate, and may not be thelowest or best rate actually charged by the Bank to any customer or a favored rateand may not correspond with future increases or decreases in interest rates chargedby other lenders or market rates in general,
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and the Bank may make various business or other loans at rates of interest having norelationship to such rate.     *“Principal Debt”*means the aggregate unpaid principal balance of this Note atthe time in question.     3. Payments.     (a) The Borrower shall pay all accrued interest hereunder: (i) with respect to LIBORRate Principal, on the last day of each applicable Interest Period; and (ii) with respect toBase Rate Principal, on the first day of each December, March, June and September commencingon December 1, 2007, and continuing on the first day of each March, June, September andDecember thereafter.     (b) The Borrower shall pay all outstanding principal hereunder, together with all thenaccrued and unpaid interest, on the Expiration Date. Notwithstanding the foregoing, theBorrower shall make payments as more particularly set forth in Section 4 below if theoutstanding principal balance hereof is converted to a term loan pursuant to such section.For purposes of this Note, the term “Expiration Date” shall have the meaning ascribedthereto in the Loan Agreement.     4. Term Loan Option.     (a) The Bank may, in its discretion, permit the Borrower to convert the outstandingprincipal balance hereunder as of the Expiration Date into a term loan if the Borrower,prior to the Expiration Date then in effect, makes a written request for a term loanconversion pursuant to the terms hereof. If the Bank, in its discretion, elects to convertthe outstanding principal balance hereof to a term loan after any such request, then fromand after the Expiration Date:     (i) This Note shall continue to bear interest at the rate or rates set forthherein.     (ii) The Borrower shall not be entitled to obtain further advanceshereunder.     (iii) The Borrower shall pay all accrued interest hereunder: (aa) with respectto LIBOR Rate Principal, on the last day of each applicable Interest Period; and(bb) with respect to Base Rate Principal, on the first day of each December, March,June and September commencing on the first day of the first such month after theExpiration Date and continuing on the first day of each such month thereafter.     (iv) The Borrower shall pay principal installments hereunder on the first dayof each December, March, June and September commencing on the first day of the firstsuch month after the Expiration Date and continuing on the first day of each suchmonth thereafter. The amount of each installment shall equal the outstandingprincipal balance hereof as of the Expiration Date *divided by*12.     (v) The Borrower shall pay all remaining outstanding principal hereunder threeyears from the Expiration Date.     (b) The Borrower acknowledges that the Bank has no obligation or commitment to convertthe outstanding principal balance of this Note to a term loan pursuant to the terms hereof,and the Bank may in its discretion elect not to convert the outstanding principal balance ofthis Note to a term loan. This Note shall only be deemed converted to a term loan pursuantto the terms hereof if the Bank provides the Borrower with a written consent to a conversionpursuant to the terms hereof on or before the Expiration Date then in effect. If the Bankfails to provide any such consent on or before the Expiration Date, then the Borrower shall,pursuant to Section 3(b) hereof, pay all outstanding principal hereunder, together with allthen accrued and unpaid interest, on the Expiration Date.
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     5. Prepayment.     (a) The Borrower shall be entitled to prepay this Note in whole or in part at any timewithout penalty. All prepayments of principal from and after the Expiration Date, ifoutstanding principal balance of this Note is converted to a term loan pursuant to Section 4above, shall be applied in the inverse order of payments due hereunder.     (b) If the Leverage Ratio (as defined in the Loan Agreement) exceeds 1.0 to 1 as of theend of any fiscal year, and if the outstanding principal balance of this Note has convertedto a term loan pursuant to Section 4 hereof prior to the end of such fiscal year, then theBorrower shall, on or before April 30 immediately following each such fiscal year end, makea mandatory prepayment of principal hereunder in an amount equal to 50% of the ConsolidatedExcess Cash Flow (as defined herein) for such fiscal year. For purposes hereof,“Consolidated Excess Cash Flow” for each fiscal year shall mean: (i) EBITDA (as defined inthe Loan Agreement) for such year; *less*(ii) the Borrower’s consolidated interest expense,income taxes, dividends, equity distributions, stock redemption amounts, capitalexpenditures, principal payments of long term debt and payments of capital lease obligationsfor such year.     6. Application of Payments. All payments hereunder shall be applied first to theBank’s costs and expenses, then to fees authorized hereunder or under the Loan Agreement, then tointerest and then to principal.     7. Default. An Event of Default shall be deemed to have occurred hereunder upon theoccurrence of any default or Event of Default under the Loan Agreement. If any such default orEvent of Default shall occur, any obligation of the Bank to make advances hereunder shall beterminated without notice to the Borrower. In addition, if any Event of Default shall occur, theBank may declare, without notice to the Borrower, the outstanding principal of this Note, allaccrued and unpaid interest hereunder and all other amounts payable under this Note to be forthwithdue and payable. Thereupon, the outstanding principal of this Note, all such interest and all suchamounts shall become and be forthwith due and payable, without presentment, demand, protest orfurther notice of any kind, all of which are hereby expressly waived by the Borrower. Upon theoccurrence of any Event of Default, the outstanding principal of this Note, and any accrued andunpaid interest, shall bear interest at the Past Due Rate.     8. Expenses. All parties liable for the payment of this Note agree to pay the Bank allcosts incurred by it in connection with the collection of this Note. Such costs include, withoutlimitation, fees for the services of counsel and legal assistants employed to collect this Note,whether or not suit be brought, and whether incurred in connection with collection, trial, appealor otherwise. All such parties further agree to indemnify and hold the Bank harmless againstliability for the payment of state documentary stamp taxes, intangible personal property taxes orother taxes (including interest and penalties, if any), excluding income or service taxes of theBank, which may be determined to be payable with respect to this transaction.     9. Late Charge. If any scheduled payment hereunder is 15 or more days late, theBorrower shall pay a fee equal to 4% of the unpaid portion of the scheduled payment. The fee isnot a penalty, but liquidated damages to defray administrative and related expenses due to suchlate payment. The fee shall be immediately due and payable and shall be paid by the Borrower tothe Bank without notice or demand. This provision for a fee is not and shall not be deemed a graceperiod, and Bank has no obligation to accept a late payment. Further, the acceptance of a latepayment shall not constitute a waiver of any default then existing or thereafter arising under thisNote.     10. Auto Debit. The Borrower hereby authorizes the Bank to automatically deduct theamount of any payment due hereunder from any of the Borrower’s accounts now or hereafter maintainedwith the Bank . If the funds in such account are insufficient to cover any payment, the Bank shallnot be obligated to advance funds to cover the payment. At any time and for any reason, theBorrower or the Bank may voluntarily terminate automatic payments hereunder. If the Borrowerterminates such automatic payment arrangements with the Bank, the interest rate hereunder willthereafter equal to the lesser of: (a) the rate per annum otherwise payable under Section 3 hereofplus one-half of one percent (0.5%) per annum; or (b) the highest
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rate permitted by law. In such event, the amount of each installment hereunder will be increasedaccordingly. The effective rate of interest hereunder shall not in any event exceed the maximumrate permitted by law.     11. Miscellaneous. The Borrower and all sureties, endorsers and guarantors of thisNote shall make all payments hereunder in lawful money of the United States at the Bank’s addressset forth herein or at such other place as the Bank may designate in writing. The remedies of theBank as provided herein shall be cumulative and concurrent, and may be pursued singly, successivelyor together, at the sole discretion of the Bank and may be exercised as often as occasion thereforshall arise. No act of omission or commission of the Bank, including specifically any failure toexercise any right, remedy or recourse, shall be effective, unless set forth in a written documentexecuted by the Bank, and then only to the extent specifically recited therein. A waiver orrelease with reference to one event shall not be construed as continuing, as a bar to, or as awaiver or release of any subsequent right, remedy or recourse as to any subsequent event. ThisNote shall be construed and enforced in accordance with Florida law and shall be binding on thesuccessors and assigns of the parties hereto. The term “Bank” as used herein shall mean any holderof this Note. If more than one person or entity executes this Note, such persons and entitiesshall be jointly and severally liable hereunder. The Borrower and all sureties, endorsers andguarantors of this Note hereby: (a) waive demand, notice of demand, presentment for payment, noticeof nonpayment or dishonor, protest, notice of protest and all other notice, filing of suit anddiligence in collecting this Note, or in the Bank’s enforcing any of its rights under anyguaranties securing the repayment hereof; (b) agree to any substitution, addition or release of anycollateral or any party or person primarily or secondarily liable hereon; (c) agree that the Bankshall not be required first to institute any suit, or to exhaust his, their or its remedies againstthe Borrower or any other person or party to become liable hereunder, or against any collateral inorder to enforce payment of this Note; (d) consent to any extension, rearrangement, renewal orpostponement of time of payment of this Note and to any other indulgency with respect heretowithout notice, consent or consideration to any of them; and (e) agree that, notwithstanding theoccurrence of any of the foregoing (except with the express written release by the Bank of any suchperson), they shall be and remain jointly and severally, directly and primarily, liable for allsums due under this Note.     12. Dispute Resolution Provision. This paragraph, including the subparagraphs below,is referred to as the “Dispute Resolution Provision”. This Dispute Resolution Provision is amaterial inducement for the parties entering into this agreement. The Borrower, and the Bank byits acceptance hereof, agree to the following dispute resolution provisions:     (a) This Dispute Resolution Provision concerns the resolution of any controversies orclaims between the parties, whether arising in contract, tort or by statute, including butnot limited to controversies or claims that arise out of or relate to: (i) this agreement(including any renewals, extensions or modifications); or (ii) any document related to thisagreement (collectively a “Claim”). For the purposes of this Dispute Resolution Provisiononly, the term “parties” shall include any parent corporation, subsidiary or affiliate ofthe Bank involved in the servicing, management or administration of any obligation describedor evidenced by this agreement.     (b) At the request of any party to this agreement, any Claim shall be resolved bybinding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the“Act”). The Act will apply even though this agreement provides that it is governed by thelaw of a specified state.     (c) Arbitration proceedings will be determined in accordance with the Act, thethen-current rules and procedures for the arbitration of financial services disputes of theAmerican Arbitration Association or any successor thereof (“AAA”), and the terms of thisDispute Resolution Provision. In the event of any inconsistency, the terms of this DisputeResolution Provision shall control. If AAA is unwilling or unable to (i) serve as theprovider of arbitration or (ii) enforce any provision of this arbitration clause, the Bankmay designate another arbitration organization with similar procedures to serve as theprovider of arbitration.     (d) The arbitration shall be administered by AAA and conducted, unless otherwiserequired by law, in any U.S. state where real or tangible personal property collateral forthis credit is located or if there is no such collateral, in the state specified in thegoverning law section of this
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agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed FiveMillion Dollars ($5,000,000), upon the request of any party, the Claims shall be decided bythree arbitrators. All arbitration hearings shall commence within ninety (90) days of thedemand for arbitration and close within ninety (90) days of commencement and the award ofthe arbitrator(s) shall be issued within thirty (30) days of the close of the hearing.However, the arbitrator(s), upon a showing of good cause, may extend the commencement of thehearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concisewritten statement of reasons for the award. The arbitration award may be submitted to anycourt having jurisdiction to be confirmed and have judgment entered and enforced.     (e) The arbitrator(s) will give effect to statutes of limitation in determining anyClaim and may dismiss the arbitration on the basis that the Claim is barred. For purposes ofthe application of any statutes of limitation, the service on AAA under applicable AAA rulesof a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerningthis arbitration provision or whether a Claim is arbitrable shall be determined by thearbitrator(s), except as set forth at subparagraph (h) of this Dispute Resolution Provision.The arbitrator(s) shall have the power to award legal fees pursuant to the terms of thisagreement.     (f) This paragraph does not limit the right of any party to: (i) exercise self-helpremedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicialforeclosure against any real or personal property collateral; (iii) exercise any judicial orpower of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as butnot limited to, injunctive relief, writ of possession or appointment of a receiver, oradditional or supplementary remedies.     (g) The filing of a court action is not intended to constitute a waiver of the right ofany party, including the suing party, thereafter to require submittal of the Claim toarbitration.     (h) Any arbitration or trial by a judge of any Claim will take place on an individualbasis without resort to any form of class or representative action (the “Class ActionWaiver”). Regardless of anything else in this Dispute Resolution Provision, the validityand effect of the Class Action Waiver may be determined only by a court and not by anarbitrator. The parties to this agreement acknowledge that the Class Action Waiver ismaterial and essential to the arbitration of any disputes between the parties and isnonseverable from the agreement to arbitrate Claims. If the Class Action Waiver is limited,voided or found unenforceable, then the parties’ agreement to arbitrate shall be null andvoid with respect to such proceeding, subject to the right to appeal the limitation orinvalidation of the Class Action Waiver. **The Parties acknowledge and agree that under nocircumstances will a class action be arbitrated.**     (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waiveany right they may have to a trial by jury in respect of any Claim. Furthermore, withoutintending in any way to limit this agreement to arbitrate, to the extent any Claim is notarbitrated, the parties irrevocably and voluntarily waive any right they may have to a trialby jury in respect of such Claim. This waiver of jury trial shall remain in effect even ifthe Class Action Waiver is limited, voided or found unenforceable. **WHETHER THE CLAIM ISDECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THEEFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENTPERMITTED BY LAW.**     13. Assignment. The Bank may sell or offer to sell this Note, together with any andall documents guaranteeing, securing or executed in connection with this Note, to one or moreassignees without notice to or consent of the Borrower. The Bank is hereby authorized to share anyinformation it has pertaining to the loan evidenced by this Note, including without limitationcredit information on the undersigned, any of its principals, or any guarantors of this Note, toany such assignee or prospective assignee.     14. Pre-Billing. If the Borrower and the Bank elect to use a pre-billing calculationfor each payment date (the “Due Date”), the amount of each payment debit will be determined inaccordance with this
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section. On the “Billing Date” the Bank will prepare and mail to the Borrower an invoice ofthe amounts that will be due on that Due Date (the “Billed Amount”). The Billing Date will be adate that is a specified number of calendar days prior to the Due Date, which number of days willbe mutually agreed from time to time by the Bank and the Borrower. The calculation of the BilledAmount will be made on the assumption that no new extensions of credit or payments will be madebetween the Billing Date and the Due Date, and that there will be no changes in the applicableinterest rate. On the Due Date, the Bank will debit the Borrower’s designated account for theBilled Amount, regardless of the actual amount (the “Accrued Amount”) due on that date. If the DueDate does not fall on a Business Day, the Bank shall debit the Designated Account on the firstBusiness Day following the Due Date. For purposes of this Note, “Business Day” means a day otherthan Saturday, Sunday or other day on which commercial lenders are authorized to close or are infact closed in the state where the Bank’s lending office is located. If the Billed Amount debitedto the designated account is less than the Accrued Amount, the Billed Amount for the following DueDate will be increased by the amount of the underpayment (and the Borrower will not be in defaultby reason of any such underpayment). If the Billed Amount is more than the Accrued Amount, theBilled Amount for the following Due Date will be decreased by the amount of the overpayment.Regardless of any such difference, interest will continue to accrue based on the actual amount ofprincipal outstanding without compounding. The Bank will not pay interest on any overpayment.     15. Limitation of Interest and Other Charges. If, at any time, the rate of interest,together with all amounts which constitute interest and which are reserved, charged or taken by theBank as compensation for fees, services or expenses incidental to the making, negotiating orcollection of the loan evidenced hereby, shall be deemed by any competent court of law,governmental agency or tribunal to exceed the maximum rate of interest permitted to be charged bythe Bank to the Borrower under applicable law, then, during such time as such rate of interestwould be deemed excessive, that portion of each sum paid attributable to that portion of suchinterest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntaryprepayment of principal. As used herein, the term “applicable law” shall mean the law in effect asof the date hereof; provided, however, that in the event there is a change in the law which resultsin a higher permissible rate of interest, then this Note shall be governed by such new law as ofits effective date.     16. Lien and Setoff. The Borrower hereby grants to the Bank a continuing lien,security interest, and right of setoff as security for all of the Borrower’s liabilities andobligations to the Bank, whether now existing or hereafter arising, upon and against all thedeposits, credits, collateral and property of the Borrower (other than clients’ trust and otherfiduciary accounts or escrows) now or hereafter in the possession, custody, or control of the Bankor any entity under the control of Bank of America Corporation and its successors and assigns or intransit to any of them. At any time, without further demand or notice (any such notice beingexpressly waived by the Borrower), the Bank may setoff the same or any part thereof and apply thesame to any liability or obligation of the Borrower even though unmatured and regardless of theadequacy of any other collateral securing the loan evidenced hereby. **TO THE EXTENT PERMITTED BYLAW, ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHERCOLLATERAL WHICH SECURES THE LIABILITIES PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TOSUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY VOLUNTARILY, INTENTIONALLY,AND IRREVOCABLY WAIVED.**     17. NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINALAGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ORSUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. THERE ARE NO UNWRITTEN ORALAGREEMENTS BETWEEN THE PARTIES.
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     EXECUTED and delivered as of the day and year first above written, intending to create aninstrument executed under seal.         PREMIER EXHIBITIONS, INC.           By:         Arnie Geller, Its President                                                (SEAL)  
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