Code Of Ethics For The Principal Executive

                      Officer And Senior Financial Officers

           Premier Exhibitions Inc. is committed to full and accurate financial
           disclosure in compliance with applicable laws, rules and regulations
           and to maintaining its books and records in accordance with
           applicable accounting policies, laws, rules and regulations. This
           Code of Ethics for the Principal Executive Officer and Senior
           Financial Officers, applicable to the Company's Chief Executive
           Officer, Chief Financial Officer, and Controller (together, "Senior
           Financial Officers"), sets forth specific policies to guide the
           Company's Senior Financial Officers in the performance of their
           duties. As Senior Financial Officers, you perform a task that is
           critical to the Company. This Code is designed to assist you in that
           task.

           The Premier Exhibitions Inc. Code of Business Conduct and Ethics,
           which this Code of Ethics is intended to supplement, sets forth the
           fundamental principles and key policies and procedures that govern
           the conduct of all of us in our business. You are bound by the
           requirements and standards set forth in the Code of Business Conduct
           and Ethics, as well as those set forth in this Code of Ethics and
           other applicable policies and procedures.

           Compliance with Rules and Regulations

           Premier Exhibitions is committed to conducting its business in
           accordance with all applicable laws, rules and regulations and in
           accordance with the highest standards of business ethics. As a Senior
           Financial Officer, you must not only comply with applicable laws. You
           also have leadership responsibilities that include creating a culture
           of high ethical standards and commitment to compliance.

           Conflicts of Interest

           In order to maintain the highest degree of integrity in the conduct
           of Premier Exhibitions' business and your independent judgment, you
           must avoid any activity or personal interest that creates or appears
           to create a conflict between your interests and the interests of the
           Company. A conflict of interest occurs when your private interests
           interfere in any way, or appear to interfere, with the interests of
           the Company as a whole. You should conduct the Company's business in
           an honest and ethical manner, and never act in a manner that could
           cause you to lose your independence and objectivity.

           Although we cannot list every conceivable conflict, following are
           some common examples that could potentially be actual or apparent
           conflicts of interest:

               -    You or a member of your family has an ownership interest in,
                    is  employed  by or serves as a director  of an entity  that
                    competes with Premier, does business with Premier, such as a
                    Premier Exhibitions customer,  client,  supplier or business
                    partner, or is a recipient of charitable  contributions made
                    by Premier

               -    You or a  member  of  your  family  participates  in a joint
                    venture,   partnership  or  other  business  arrangement  or
                    investment  with Premier  Exhibitions or that you learned of
                    from a competitor,  customer,  client or supplier of Premier
                    Exhibitions   through  the  use  of  corporate  property  or
                    information or your position at Premier; and

               -    You or a member of your family  receives  improper  personal
                    benefits as a result of your position in the Company.

           Before making any investment, accepting any position or benefits or
           participating in any transaction or business arrangement that creates
           or appears to create a conflict of interest, you must obtain the
           written approval of the Board of Directors. However, it is not
           typically considered a conflict of interest (and therefore, prior
           approval is not required) to have an ownership of less than 1% of the
           stock of a competitor, customers or suppliers that are listed on a
           national or international securities exchange.

           Disclosures in Periodic Reports


<PAGE>


           As a public company, Premier Exhibitions is required to file various
           periodic reports with the Securities and Exchange Commission. It is
           Premier Exhibitions policy to make full, fair, accurate, timely and
           understandable disclosure in compliance with all applicable laws and
           regulations in all required periodic reports.

           Compliance with the Code of Ethics

           If you have questions about this Code of Ethics, you should seek
           guidance from the General Counsel. If you know of or suspect a
           violation of applicable laws or regulations or the Code of Ethics,
           you must immediately report that information to the General Counsel
           or the Board of Directors. No one will be subject to retaliation
           because of a good faith report of suspected misconduct.

           Waivers of the Code

           Premier Exhibitions will waive application of the policies set forth
           in this Code of Ethics only when circumstances warrant granting a
           waiver, and then only in conjunction with any appropriate monitoring
           of the particular situation. Changes in and waivers of this Code of
           Ethics may be made only by the Board of Directors or the Audit
           Committee of the Board and will be disclosed as required under
           applicable law and regulations.

           No Rights Created

           This Code is a statement of the fundamental principles and key
           policies and procedures that govern Premier Exhibitions' Senior
           Financial Officers in the conduct of our business. It is not intended
           to and does not constitute an employment contract or assurance of
           continued employment, and does not create any rights in any employee,
           client, supplier, competitor, shareholder or any other person or
           entity.


<PAGE>

           ACKNOWLEDGMENT FORM

           I have received and read the Code of Ethics for the Principal
           Executive Officer and Senior Financial Officers, and I understand its
           contents. I agree to comply fully with the standards, policies and
           procedures contained in the Code of Ethics and the Company's related
           policies and procedures. I understand that I have an obligation to
           report to the General Counsel or the Board of Directors any suspected
           violations of the Code of Ethics that I am aware of. I certify that,
           except as fully disclosed in accordance with the terms of this Code
           of Ethics, I have not engaged in any transactions or activities that
           would constitute an actual or apparent conflict with the interests of
           the Company. I further certify that, except as noted below, I am
           otherwise in full compliance with the Code of Ethics and any related
           policies and procedures:




           Printed Name





           ----


           Signature