##### 



Exhibit 10.24




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*** TEXT OMITTED AND FILED SEPARATELY  CONFIDENTIAL TREATMENT REQUESTED
 LEASE
 THIS LEASE
 Recitals
   NOW, THEREFORE,
 EXHIBITS
  EXHIBIT A
    
    Plot Plan of that area of the Hotel Complex upon which is
located the space herein to be leased to Tenant. This Exhibit
is provided for informational purposes only, and shall not be
deemed to be a warranty, representation or agreement by
Landlord that the Hotel Complex or buildings and/or any stores
will be exactly as indicated on the Exhibit. Landlord reserves
unto itself the unlimited right to modify the configuration of
the Hotel Complex at any time for the purpose of incorporating
additional buildings within the Hotel Complex.EXHIBIT B
    
    Description of Landlords Work and Tenants Work.EXHIBIT C
    
    Pepsi and Anheuser Busch Sponsorship Agreements.EXHIBIT D
    
    Landlords Tenant/Leasing Employment Drug/Alcohol Testing
Program.EXHIBIT E
    
    Logo.EXHIBIT F
    
    Tenants Present Officers, Directors and Owners/Members.EXHIBIT G
    
    To the extent applicable, if at all, the License Agreements
providing for use of the Required Trade Names, as defined
herein.




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EXHIBIT H
    
    Landlords Contractor Work Standards.EXHIBIT I
    
    Prohibited Menu Items.EXHIBIT J
    
    Merchandise.EXHIBIT K
    
    Marketing Package.
 Exhibit A
 PREMISES AND TERM
 Premises
 Exhibit A Exhibit A-2
 2




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Roof and Walls
  Lease Term
  3




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Conditioned First Option to Extend Lease Term.
  Conditioned Second Option to Extend Lease Term
  4




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CPI Adjustment to Minimum Option Gross Sales Threshold
  Lease Year Defined
  Relocation of Premises and Termination
     5




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Termination for Convenience
  6




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Additional Landlord Termination Rights
  Interruption of Service
  7




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LANDLORDS AND TENANTS WORK
 Landlords Work
  Tenants Work
 Exhibit B
  8




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Exhibit H
 Section 3.3.
    
    Bodies Exhibition Commencement Date, Titanic Exhibition Commencement Date and King
of the World/High Tea/TBD Venue/Iceberg Bar Commencement Date.
  Bodies Exhibition
 Design Development:
    
    DoneConstruction Documents (including Millwork):
    
    DoneFinal Architectural Plans for Submission to Building Dept.:
    
    March 28, 2008Start Construction:
    
    April 7, 2008Finish Construction:
    
    June 16, 2008Bodies Exhibition Required Completion Date:
    
    June 19, 2008
 Titanic Exhibition
 Design Development:
    
    March 16, 2008Construction Documents (including Millwork):
    
    March 16, 2008Final Architectural Plans for Submission to Building Dept.:
    
    March 20, 2008Start Construction:
    
    April 14, 2008Finish Construction:
    
    August 15, 2008Titanic Exhibition Required Completion Date:
    
    August 20, 2008
 9




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King of the World/High Tea/TBD Venue/Iceberg Bar
 Design Development:
    
    April 30, 2008Construction Documents (including Millwork):
    
    May 16, 2008Final Architectural Plans for Submission to Building Dept.:
    
    June 1, 2008Start Construction:
    
    July 31, 2008Finish Construction:
    
    October 30, 2008King of the World/High Tea/TBD Venue/Iceberg Bar/Exhibition Required Completion Date:
    
    November 15, 2008
  Exhibit B-1
  10




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Failure of Tenant to Perform
   11




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Condition of Premises
 Exhibit B
 Governmental Approvals
  RENT
 Minimum and Percentage
   12




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Gross Sales
    
    Percentage$17,000,000.00  $19,000,000.00
    
    ***%$19,000,001.00  $21,000,000.00
    
    ***%$21,000,001.00  $23,000,000.00
    
    ***%$23,000,001.00  $25,000,000.00
    
    ***%$25,000,001.00  $27,000,000.00
    
    ***%$27,000,001.00  $29,000,000.00
    
    ***%$29,000,001.00  $31,000,000.00
    
    ***%$31,000,001.00  $33,000,000.00
    
    ***%$33,000,001.00  $35,000,000.00
    
    ***%$35,000,001.00  $37,000,000.00
    
    ***%,$37,000,001.00  $39,000,000.00
    
    ***%$39,000,001.00  $41,000,000.00
    
    ***%$41,000,001.00  $43,000,000.00
    
    ***%$43,000,001.00  $45,000,000.00
    
    ***%$45,000,001.00  $47,000,000.00
    
    ***%$47,000,001.00  $49,000,000.00
    
    ***%$49,000,001.00  $51,000,000.00
    
    ***%Greater than $51,000,001.00
    
    ***%
 13




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Miscellaneous Rent Provisions
  Percentage Rent
  14




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Gross Sales Defined
          15




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Failure To Attain Minimum Gross Sales
   Failure to Attain Required Attendance
  Real Estate Taxes
 Responsibility and Definition
 16




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Newly Imposed Taxes
 LET
 Additional Rent
  Landlords Expenses
  17




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PARKING AND COMMON AREAS AND FACILITIES
 Common Areas
     18




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Use of Common Areas
  MAINTENANCE OF COMMON AREAS  AND  COMMON AREA MAINTENANCE CHARGE
  19




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UTILITIES AND SERVICES
 Utilities
  Air Conditioning of Premises
  20




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Utility Interruption
  CONDUCT OF BUSINESS BY TENANT
 Use of Premises
  1
    
    Bodies Exhibition and Retail (786 sq. ft.)  First class museum
quality presentation of at least thirteen (13) preserved full human
bodies dissected to display bodily systems and a combined total of
over two hundred (200) other specimens which are either partial bodies
or organs. All preserved human bodies, partial bodies and organs shall
be obtained from legitimate and highly reputable sources and Tenant
shall be in full compliance with all laws applicable to exhibitions of
preserved human bodies.2
    
    Titanic Exhibition and Retail (906 sq. ft.) First class museum
quality presentation of artifacts from the Titanic.3
    
    Photographic Effect (King of the World)4
    
    High Tea Area  Serving High Tea in a Titanic-themed area.5
    
    TBD Venue.6
    
    Iceberg Bar  Serving alcohol and quick service food (including
chilled seafood dishes). Iceberg will project a lively atmosphere
including the use of ice in several creative ways.
  21




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Exhibit I Exhibit J
 Prompt Occupancy and Use
  22




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Conduct of Business and Cover Charge
            23




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Operation by Tenant
  24




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25




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26




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27




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Sponsorships
 Exhibit C
   Vending Machines
  28




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Tenants Security
  Guest Relations
   29




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30




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Liquor License
  Storage
  Painting, Decorating, Displays, Alterations
  31




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Other Operations
 Exhibit F Exhibit F
 Emissions and Hazardous Materials
 et seq et seq
 32




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33




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Sales and Dignified Use
  Gaming Authorities
  34




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Tenants Employees/Collective Bargaining Agreements
  Exhibit D
 35




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36




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Complimentaries
  Entertainment Zone
  Live Animals
  37




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Marketing Package
 Exhibit K
 MAINTENANCE OF PREMISES
 Maintenance by Landlord
  Maintenance by Tenant
  38




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Surrender of Premises
  SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS
 Fixtures/Requirement to Refurbish
  39




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Removal and Restoration by Tenant
  Tenants Liens
   40




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Signs, Awnings and Canopies
  41




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INSURANCE
 By Landlord
  By Tenant
  42




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Mutual Waiver of Subrogation Rights
  43




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Waiver
  Insurance  Tenants Operation
  44




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Indemnities
   ESTOPPEL CERTIFICATE, ATTORNMENT, SUBORDINATION
 Estoppel Certificate
  45




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Attornment
  Subordination
 Mortgage
 Failure to Execute Instruments
  46




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ASSIGNMENT, SUBLETTING AND CONCESSIONS
 Consent Required
        47




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48




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Tenants Directors, Officers and Owners/Shareholders
  Permitted Transfers
  49




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PROMOTION OF HOTEL COMPLEX AND PREMISES
 Promotion of Hotel Complex and Premises
  Exhibit E
  50




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DAMAGE AND DESTRUCTION
   51




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EMINENT DOMAIN
 Condemnation
  Damages
  DEFAULT BY TENANT
 Tenant Default
  52




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Late Charge
  53




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Right to Relet
    Set-off
  Waiver of Trial by Jury
  54




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Bankruptcy
 Assumption of Lease
        55




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Assignment of Lease
 Adequate Protection
      Accumulative Rights
 56




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DEFAULT BY LANDLORD
 Default Defined, Notice
  TENANTS PROPERTY
 Taxes on Leasehold
  ACCESS BY LANDLORD
 Right of Entry
  57




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HOLDING OVER, SUCCESSORS
 Holding Over
  Successors
  QUIET ENJOYMENT
 Landlords Covenant
  58




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BOOKS AND RECORDS
 Books and Records
          59




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MISCELLANEOUS
 Waiver
  Accord and Satisfaction
  Entire Agreement
  No Partnership
  Force Majeure
  60




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Submission of Lease
  Notices
  
 With a copy to
 
  
  61




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Landlords Parent Company Liability
  Captions and Section Numbers
  Number and Gender
  Objection to Statements
  Representations by Landlord and Tenant
  62




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Landlords Limitation of Liability
  Brokers Commission
  Partial Invalidity
  Arbitration
  63




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Mortgagees Approval
  Reservation of Air Rights
  Delay in Delivery
 Exhibit B
 Construction/Remodeling or Redesign of Hotel Complex
  64




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Definition of Days
  Confidentiality
  Recordation of Lease
  [SIGNATURE PAGE FOLLOWS]
 65




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Landlord:
    
    
    
    Tenant:Ramparts, Inc.
    
    
    
    Premier Exhibitions, Inc./s/ Felix D. Rappaport
    
    
    
    By:
    
    /s/ Arnie GellerFelix D. Rappaport
    
    
    
    
    
    Its: ChairmanPresident & COO
  /s/ Yvette HarrisYvette HarrisVice President
Chief Financial Officer  /s/ William T. MartinWilliam T. MartinVice President
General Counsel 66