**Exhibit 10.28****EMPLOYMENT AGREEMENT**     This Employment Agreement (this “Agreement”) is effective as of the 14th day of January, 2008,and is made by and between **PREMIER EXHIBITIONS, INC.,**a Florida corporation (the “Company”), and**Robert Sirmans**(the “Executive”).WITNESSETH**:**     WHEREAS, the Company desires to employ the Executive in accordance with the terms andconditions contained in this Agreement and wishes to ensure the availability of the Executive’sservices to the Company; and     WHEREAS, the Executive desires to accept such employment and to render his services inaccordance with the terms and conditions contained in this Agreement; and     WHEREAS, the Executive and the Company desire to enter into this Agreement, which will fullyrecognize the contributions of the Executive and assure harmonious management of the Company’saffairs;     NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth in thisAgreement, and intending to be legally bound, the Company and the Executive agree as follows:     1. Term of Employment          (a) Offer/Acceptance/Effective Date. As previously approved by the Company’s Board ofDirectors, the Company hereby offers employment to the Executive, and the Executive hereby acceptsemployment with the Company, subject to the terms and conditions set forth in this Agreement.          (b) Term. The term of this Agreement shall commence as of the date referenced above(the “Effective Date”) and shall remain in effect for a period of three years thereafter (the“Term”).     2. Duties.          (a) General Duties. Executive shall serve as the Company’s Vice President of BusinessDevelopment and Strategy and will report directly to Bruce Eskowitz, the Company’s President andC.E.O.          (b) Best Efforts. The Executive covenants to use his best efforts to perform hisduties and discharge his responsibilities pursuant to this Agreement in a competent, diligent, andfaithful manner. The Executive shall devote substantially all of his business time, energy andexperience to the performance of his duties hereunder, and shall not engage in any other businessactivities, as an employee, director, consultant or in any other capacity, whether or not hereceives compensation therefore, without the prior written consent of the Company’s Board ofDirectors; provided, however, that the Executive may (i) manage his own passive investments (withappropriate disclosure to the Board); (ii) serve on civic, charitable or non-profit boards or committees,so long as
1

 
any of such activities do not interfere with the performance of the Executive’sresponsibilities to the Company under this Agreement; and (iii) continue serving on an advisoryboard to “Get Interactive.”          (c) Location of Employment. The Executive shall work at the Company’s headquarterslocated at 3340 Peachtree Road, NE, Suite 2250, Atlanta, GA 30326.     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 Seventy FiveThousand Dollars ($275,000) (the “Base Salary”), which shall be subject to annual increases at thediscretion of the Company on each Anniversary Date; provided, however, that such Base Salaryincreases shall not be less than four percent (4%) on a cumulative basis annually, and shall beeffective as of each Anniversary Date. The Company shall pay the Executive his Base Salary in equalinstallments no less than semi-monthly.          (b) Performance Bonus. Subject to the approval by the Compensation Committee of theCompany’s Board of Directors, which approval shall be based on predetermined objective andreasonable criteria comparable to the Company’s other similarly situated executives, the Executiveshall be entitled to receive quarterly, semi-annual or annual bonuses of up to 50% of the BaseSalary based on the Executive’s performance.          (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 other expenses incurred in connection with the performance of his duties underthis Agreement, provided that the Executive promptly and properly accounts for such expenses to theCompany in accordance with the Company’s policies and practices.               (i) The Company agrees to pay all of the Executive’s reasonable moving expenses associatedwith his relocation to Atlanta, Georgia or to such other location to which the Company may move itsexecutive headquarters, including the commission costs and closing costs associated with the saleof Executive’s current residence in Northern Virginia, such payment of commission costs and closingcosts not to exceed $50,000. If Executive relocates to Atlanta, Georgia and the Company thereaftermoves its executive headquarters to another location, the Company agrees to pay all of theExecutive’s reasonable moving expenses to such other location, as well.               (ii) Until such time as the Company determines whether it intends to maintain its executiveheadquarters at the current location or move to another location, Executive intends to refrain fromeffecting a permanent relocation. Accordingly, until the Company makes such determination, and fora reasonable time thereafter allowing Executive to effect appropriate permanent livingarrangements, the Company agrees to pay the reasonable costs of temporary housing for theExecutive, such expenses to be agreed upon in advance between Executive and Company.          (f) Stock Options. Provided that the Executive is still employed by the Company onMarch 1, 2008, the Company shall grant the Executive a stock option to purchase 40,000 shares of the common stock of theCompany (the “Option”). The Option shall vest, subject to the
2

 
Executive’s continued employment with the Company through the applicable vesting date as follows:10,000 shares on the first anniversary of the Effective Date (each annual anniversary of theEffective Date, an “Anniversary Date”); 15,000 shares on the second Anniversary Date; and 15,000shares on the third Anniversary Date. The per-share exercise price for the Option shall be equal tothe closing bid price of such shares on the date of grant. The Option shall have a term of tenyears from the date of grant. The Option shall be represented by a stock option agreement, theterms of which shall be consistent with this subsection, and shall contain such other terms as areconsistent with the Company’s award of stock options.          (g) Restricted Stock. Provided that the Executive is still employed by the Company onMarch 1, 2008, the Company shall grant the Executive 70,000 shares of the common stock of theCompany, which shares shall be restricted (the “Restricted Stock”). The Restricted Stock shallvest, subject to the Executive’s continued employment with the Company through the applicablevesting date, as follows: one-third on the first Anniversary Date; one- third on the secondAnniversary Date; and one-third on the third Anniversary Date. The Restricted Stock shall berepresented by a restricted stock agreement, the terms of which shall be consistent with thissubsection, and shall contain such other terms as are consistent with the Company’s award ofrestricted stock.     4. Benefits.          (a) Personal Days. For each calendar year during the Term, the Executive shall beentitled to six paid personal days.          (b) Vacation. For each calendar year during the Term, the Executive shall be entitledto four weeks of vacation (which shall accrue and vest, except as hereinafter provided to thecontrary, on the Effective Date and on each January 1St thereafter) without loss of compensation orother benefits to which he is entitled under this Agreement. Notwithstanding the foregoing, theExecutive acknowledges and agrees that to the extent reasonably necessary he will be responsiblefor performing his duties and responsibilities as Vice President of Business Development andStrategy during any such vacation. The Executive shall take his vacation at such times as theExecutive may select except that Executive shall be responsible for insuring that his duties andresponsibilities as the Company’s Vice President of Business Development and Strategy during suchvacation are not neglected.          (c) Employer Benefit Programs. In addition to the compensation to which the Executiveis entitled 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 itsemployees, including programs of life, disability, basic medical and dental, and supplementalmedical and dental insurance.          (d) Health Insurance. The Executive shall be entitled to participate in the Company’shealth insurance program provided to its employees, and the Company shall pay the annual premiumsfor Executive and his family.
3

 
     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) the Executive is convicted of a crime involving moral turpitude, dishonesty, fraud, or anysecurities related crime ;               (ii) the Executive engages in conduct that constitutes gross neglect or gross misconduct incarrying out his duties under this Agreement resulting, in either case, in material economic harmto the Company; or               (iii) the Executive fails to perform any material obligation set forth in this Agreement andsuch failure is not cured by the Executive within 30 days after written notice to the Executive bythe Company.               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 and /or vested as ofthe date of termination.          (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 due tothe disability of the Executive, the Company will pay the Executive 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 (or, if the Company has a disability policy in effect at thetime of termination, until the date upon which such disability policy begins payment of benefits,subject to Section 12(e) below), plus any other compensation that may be due and unpaid.          (d) Voluntary Termination. Prior to any other termination of this Agreement, theExecutive may, on 30 day’s prior written notice to the Company given at any time, terminate hisemployment with the Company. Upon any such termination, the Company shall pay the Executive hisBase Salary at such time pursuant to Section 3(a) through the date of such termination ofemployment (which shall include any vested and accrued but unused vacation time).
4

 
          (e) Termination without Cause. If the Company terminates the Executive’s employmentfor any reason other than “Cause” as defined in Section 5(a) above, Executive shall be entitled toa lump-sum payment equal to six months of the Executive’s Base Salary at such time pursuant toSection 3(a). Such payment shall be made on the date that is six months following the date of thetermination or as soon as administratively practicable thereafter. In addition, the Option and theRestricted Stock detailed in Sections 3(f) and 3(g) above which have not yet vested shall continueto vest and accrue in accordance with the schedules provided for in Sections 3(f) and 3(g) above,respectively, and the requirements thereunder of continued employment through the dates of vestingshall be deemed waived.The Company shall have no right to terminate Executive without Cause until after March 1, 2008.     6. Restrictive Covenants.          (a) Competition with the Company. The Executive covenants and agrees that, during theTerm, the Executive will not, without the prior written consent of the Company, directly orindirectly (whether as a sole proprietor, partner, stockholder, director, officer, employee or inany other capacity as principal or agent), compete with the Company. Notwithstanding thisrestriction, the Executive shall be entitled to invest in stock of other competing public companiesso long as his ownership is less than 5% of such company’s outstanding shares.          (b) Disclosure of Confidential Information. The Executive acknowledges that during hisemployment with the Company he will gain and have access to confidential information regarding theCompany 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, materialsand confidential information (the “Confidential Information”) obtained by the Executive in thecourse of his employment with the Company shall be deemed confidential and proprietary and shallremain the exclusive property of the Company or any of its subsidiaries or affiliates, as the casemay be. The Executive will not, except in connection with and as required by his performance of hisduties under this Agreement, 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. Confidential Informationshall exclude Executive’s knowledge, expertise, know-how or business acumen, as well as hispersonal files whether developed or acquired prior to or during the Term.          (c) Subversion, Disruption or Interference. At no time during the term of thisAgreement shall the Executive, directly or indirectly, interfere, induce, influence, combine orconspire with, or attempt to induce, influence, combine or conspire with, any of the employees of,or consultants to, the Company to terminate their relationship with or compete with or ally againstthe Company or any of its subsidiaries or affiliates in the business in which the Company or any ofits subsidiaries or affiliates is then engaged in.
5

 
          (d) Enforcement of Restrictions. The parties hereby agree that any violation by theExecutive of the covenants contained in this Section 6 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.     7. Assignability. The rights and obligations of the Company under this Agreement shallinure to the benefit of and be binding upon the successors and assigns of the Company, providedthat such successor or assign shall acquire all or substantially all of the assets and business ofthe Company.     8. Indemnification. The Company and the Executive acknowledge that the Executive’sservices as an officer of the Company exposes the Executive to risks of personal liability arisingfrom, and pertaining to, the Executive’s participation in the management of the Company. TheCompany shall defend, indemnify and hold harmless the Executive from any actual cost, loss,damages, attorneys’ fees, or liability suffered or incurred by the Executive arising out of, orconnected to, the Executive’s services as an officer of the Company or any of its current, former,or future subsidiaries to the fullest extent allowed by law. The Company will not have anyobligation to the Executive under this Section for any loss suffered if the Executive voluntarilypays, settles, compromises, confesses judgment for, or admits liability with respect to without theapproval of the Company. Within 30 days after the Executive receives notice of any claim or actionwhich may give rise to the application of this Section, the Executive shall notify the Company orits counsel in writing of the claim or action with a copy thereof. The Executive’s failure totimely notify the Company of the claim or action will relieve the Company from any obligation tothe Executive under this Section. The Executive will reasonably assist the Company in the defenseof any action. The Company will not indemnify the Executive for any intentional acts or misconductengaged in by the Executive, including, but not limited to, any acts which could result in causetermination pursuant to Section 5(a) above.     9. Change of Control.          (a) A “Change of Control” shall mean the occurrence of any one of the following events:               (i) during the Term, a majority of the Directors on the Board as of the Effective Date (the“Incumbent Board”) no longer comprises a majority of the Board of Directors of the Company;provided that any person becoming a director subsequent to the Effective Date whose election, ornomination for election by the Company’s shareholders, was approved by a vote of at leastthree-quarters of the directors comprising the Incumbent Board (either by a specific vote or byapproval of the proxy statement of the Company in which such person is named as a nominee fordirector without objection to such nomination) shall be, for purposes of this Section 9(a)(i),considered as though such person were a member of the Incumbent Board;               (ii) any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the SecuritiesExchange Act of 1934, as amended (other than the Executive or entities controlled by theExecutive), becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under thatact, of 25% or more of the voting power of the Company; or
6

 
               (iii) all or substantially all of the assets or business of the Company is disposed ofpursuant to a merger, consolidation or other transaction (unless the shareholders of the Companyimmediately prior to such merger, consolidation or other transaction beneficially own, directly orindirectly, in substantially the same proportion as they owned the voting power of the Company, allof the voting power or other ownership interests of the entity or entities, if any, that succeed tothe business of the Company).          (b) The Company and the Executive hereby agree that if the Executive is in the employ of theCompany on the date on which a Change of Control occurs (the “Change of Control Date”), the Companywill continue to employ the Executive and the Executive will remain in the employ of the Companyfor the period commencing on the Change of Control Date and ending on the expiration of the Term,to exercise such authority and perform such executive duties as are commensurate with the authoritybeing exercised and duties being performed by the Executive immediately prior to the Change ofControl Date.          (c) During the remaining Term after the Change of Control Date, the Company will (i) continueto honor the terms of this Agreement, including the Base Salary and other compensation set forth inSection 3 above, (ii) continue employee benefits as set forth in Section 4 above at levels ineffect on the Change of Control Date; and (iii) immediately vest and accrue all outstanding stockoptions, restricted stock and other securities instruments as detailed in Section 3 above (allsubject to such reductions as may be required to maintain such plans in compliance with applicablefederal law regulating employee benefits in the wake of a change of control).     10. 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 shall bevalid and binding.     11. 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: Bruce Eskowitz  President and CEO  Premier Exhibitions, Inc.  3340 Peachtree Road, NE  Suite 2250  Atlanta, GA 30326  Fax 404.842.2626   With Copy To: Brian Wainger  General Counsel  Premier Exhibitions, Inc.  281 Independence Blvd.  Suite 440  Virginia Beach, Va. 23462  Fax 757.257.0380
7

 
   To the Executive: Robert Sirmans  c/o Fred Bernstein  Proskauer Rose LLP  2049 Century Park East  Suite 3200  Los Angeles, Ca. 90067-3206  Fax 310.557.2193     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 earlier ofactual receipt or four days after deposit in the mail, if by certified mail.     12. Miscellaneous.          (a) Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Florida and the sole and exclusive venue for anylitigation arising out of this contract will be the circuit court in Hillsborough County, Florida.          (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 party against whom the enforcement ofthe termination, amendment, supplement, waiver or modification is sought.          (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, allof which shall constitute one and the same instrument. Facsimile copies and electronic PortableDocument Format files of executed signature pages will be deemed 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” within 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.
8

 
     IN WITNESS WHEREOF, the Company and the Executive have duly executed this Agreement as of thedate first above written.      **COMPANY:**