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Exhibit 10.23
 *** TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
 
 LICENSE AGREEMENT
 THIS AGREEMENT
 WHEREAS
 WHEREAS
 WHEREAS
 1 Grant of Rights/Exclusive Territory




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A. Definition and Purpose.
 Use of Mark
 Use of Artifacts
 Merchandising
 2 Term
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3 Royalties /Advances/Warrants/Consulting Fees/Contribution/Collections Manager Salary
  3.1
    
    A royalty of *** (***%) of Gross Revenue (the Royalty). All other revenue
from the Exhibition shall be retained by Premier. The term Gross Revenue shall mean
any and all revenue actually received by Premier from the exploitation of the
Exhibition, including but not limited to admission sales, merchandise sales, booth
rental income, food and beverage, sale from Naming Rights to an Exhibition, sale of
local sponsorship, sale of any corporate sponsorship from the Exhibition, licensing
fees, media sales, etc. minus the Advances (as that term is defined in Section
3.2 below), refunds, returns, sales tax, credit card fees, and check verification fees.
In connection with the sale of sponsorships, Naming Rights to an Exhibition,
merchandise, food and beverage, booth rental and media sales, all costs relating to
licensing/fee, commissions, etc., if any, shall also be deducted prior to the
calculation of Gross Revenue.3.2
    
    Advances against Licensors Royalty (the Advances) in the following amounts:
 3.2.1
    
    One Million Five Hundred Thousand Dollars ($1,500,000) payable
upon execution of this Agreement;3.2.2
    
    One Million Five Hundred Thousand Dollars ($1,500,000) payable
one (1) year after the opening date of the first Exhibition;3.2.3
    
    One Million Dollars ($1,000,000) payable two (2) years after
the opening date of the first Exhibition;3.2.4
    
    One Million Dollars ($1,000,000) payable three (3) years after
the opening date of the first Exhibition; and3.2.5
    
    One Million Dollars ($1,000,000) payable four (4) years after
the opening date of the first Exhibition.
 3.3
    
    In the event that the parties agree to extend the Initial Term, subject and
pursuant to Section 10 below, Premier shall pay Licensor the following additional
advances (the Additional Advances) of (i) One Million Five Hundred Thousand Dollars
($1,500,000) for each of the first two (2) years of the Extended Term (as that term is
defined in Section 10 below); and (ii) Two Million Dollars ($2,000,000) for each year
of any Extended Term thereafter and (iii) 60,000 stock Warrants (Additional Warrants)
for each year of the Extended Term, whose exercise price shall be equal to the average
closing price of such shares on NASDAQ for the period of five (5) business days
immediately preceding the date the Initial Term is extended in writing by Premier (the
Exercise Price), subject and pursuant to Section 10 below. The Additional Advance
shall be payable within thirty (30) days of the end of the Initial Term and each
Extended Term, as the case may be. The Additional Warrants shall
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vest annually according to the same schedule as the Additional Advances. The Additional Warrants
shall have an exercise term equal to the Term of this Agreement, including any Extended
Term exercised by Premier pursuant to the Option provisions of Section 10 below, plus
ninety (90) days. Upon written notice to Premier of Licensors desire to exercise the
Additional Warrants, which notice shall be accompanied by a check payable to Premier in the amount of the aggregate Exercise
Price of the Warrants being exercised, Premier shall have the option of either: (i)
issuing to the Licensor the shares of common stock in accordance with the Warrants
being exercised, or (ii) paying the Licensor an amount equal to the Cash Value of
the Warrants, payable within twenty (20) days of Premiers receipt of such written
notice, in which event Premier will return to the Licensor the check tendered for
the aggregate Exercise Price. The Cash Value of the Warrants shall mean the stock
price on the day Premier receives such written notice less the Exercise Price times
the number of shares exercised. Premier shall issue to the Licensor the shares of
common stock in accordance with the Warrants being exercised. The Warrants shall
also be represented by a warrant agreement which the Licensor must sign in order for
the Warrants to be exercised, the terms of which shall be consistent with this
Section, and shall contain such other terms as are consistent with Premiers award
of warrants, including standard investment representations, warranties and
indemnifications of the Licensor with respect to the Warrants and common stock
issuable on exercise of the Warrants.
 3.4
    
    Premier hereby grants to Licensors designees, Jim Platt, Joel Platt and Eric
Gold (Designees), subject and pursuant to the terms and conditions of this Section
3.4, 300,000 warrants of the common stock of Premier Exhibitions, Inc. (the Warrants)
divided as follows: (i) 135,000 shares each to Joel Platt and Jim Platt; and (ii)
30,000 shares to Eric Gold. The Warrants shall vest proportionately in each Designee,
over the Term of this Agreement at 60,000 warrants per year as follows: 27,000 shares
each to Joel Platt and Jim Platt and 6,000 shares to Eric Gold. The. Warrants shall
vest according to the same schedule as the Advances. The per-share exercise price for
the Warrants shall be equal to the average closing price of such shares on NASDAQ for
the period of five (5) business days immediately preceding the date this Agreement is
fully executed by Premier and Licensor (the Exercise Price). In no event shall the
Exercise Price exceed Six (6) Dollars. The Warrants shall have an exercise term equal
to the Term of this Agreement, including any Extended Term exercised by Premier
pursuant to the Option provisions of Section 10 below, plus ninety (90) days. Upon
written notice to Premier of a Designees desire to exercise the Warrants, which notice
shall be accompanied by a check payable to Premier in the amount of the aggregate
Exercise Price of the Warrants being exercised, Premier shall have the option of either
(i) issuing to the Designee the shares of common stock in accordance with the Warrants
being exercised or (ii) paying the Designee an amount equal to the Cash Value of the
Warrants, payable within twenty (20) days of Premiers receipt of such written notice,
in which event Premier will return to the Designee the check tendered for the aggregate
Exercise Price. The Cash Value of the Warrants shall mean the stock price on the day
Premier receives such written notice less the Exercise Price times the number of shares
exercised. Notwithstanding the foregoing, upon termination of the Agreement for any
reason (other than
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Premiers breach) all vesting rights in the Warrants shall cease.
The Warrants shall also be represented by a warrant agreement which each of the
Designees must sign in order for the Warrants to be exercised, the terms of which shall
be consistent with this Section, and shall contain such other terms as are consistent
with Premiers award of warrants, including standard investment representations,
warranties and indemnifications of each Designee with respect to the Warrants and common stock
issuable on exercise of the Warrants.
 3.5
    
    Licensor shall hire Joel Platt and Jim Platt as consultants (Consultants) and
Licensor hereby directs Premier to pay Consultants a consulting fee (the Consulting
Fee) in connection with the Consulting Services to be provided by the Consultants, as
those terms are defined in Section 4.2 below, in the annual amount of Two Hundred
Twenty-Five Thousand Dollars ($225,000) each, payable in twenty six equal bi-weekly
installments on regularly scheduled Premier paydays (Payday) during the Term
commencing on the first Payday after the first full pay period following the execution
of this Agreement. The Consulting Fee is inclusive of any and all benefits whatsoever.
Licensor acknowledges and agrees that any payment that Consultant chooses to make to
any pension or welfare plan is Consultants own matter. Premier will not pay or
reimburse Consultant for any pension, welfare, insurance, taxes, expenses (unless
otherwise specified herein) or other payments that Consultant may make. In the event
that Jim Platt or Joel Platt is unable to fulfill his Consulting Services under this
Agreement due to incapacity or death, then Wendy Platt Wilson or Michael Wilson shall
be appointed to perform the required Consulting Services.3.6
    
    Premier agrees to make a contribution, subject and pursuant to the terms and
conditions of this Section 3.6, of $50,000 per year (Cash Contribution) and 50,000
warrants of the common stock of Premier Exhibitions, Inc. (the Warrants Contribution)
to the Platt Sports Foundation (the Foundation) to benefit the proposed Sports
Immortals Museum Complex to vest over the Term of this Agreement at 10,000 warrants per
year commencing on the opening date of the first Exhibition and each subsequent
anniversary date of such opening. (For the purposes of this Agreement, the terms Cash
Contribution and Warrants Contribution shall be collectively referred to herein as
the Contribution.) The first Cash Donation shall be payable commencing on execution
of this Agreement. The second Cash Donation shall be payable on the anniversary date of
the opening date of the first Exhibition and each subsequent anniversary thereafter
(not to exceed a total of $250,000 over the course of the Initial Term.) The per-share
exercise price for the Warrants shall be equal to the average closing price of such shares on NASDAQ for the period of five (5) business days immediately preceding the
date this Agreement is fully executed by Premier and Licensor (the Exercise Price).
The Warrants shall have an exercise term equal to the Term of this Agreement, including
any Extended Term exercised by Premier pursuant to the Option provisions of Section 10
below, plus ninety (90) days. Upon written notice to Premier of the Foundations desire
to exercise the Warrants, which notice shall be accompanied by a check payable to
Premier in the amount of the aggregate Exercise Price of the Warrants being exercised,
Premier shall have the option of either (i) issuing to the Foundation the
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shares of common stock in accordance with the Warrants being exercised or (ii) paying the
Foundation an amount equal to the Cash Value of the Warrants, payable within twenty
(20) days of Premiers receipt of such written notice, in which event Premier will
return to the Foundation the check tendered for the aggregate Exercise Price. The Cash
Value of the Warrants shall mean the stock price on the day Premier receives such written notice less the Exercise Price times the number of shares exercised. Notwithstanding the foregoing, upon termination of the Agreement
for any reason (other than Premiers breach) all vesting rights in the Warrants
shall cease. The Warrants shall also be represented by a warrant agreement which the
Foundation must sign in order for the Warrants to be exercised, the terms of which
shall be consistent with this Section, and shall contain such other terms as are
consistent with Premiers award of warrants, including standard investment
representations, warranties and indemnifications of the Foundation with respect to
the Warrants and common stock issuable on exercise of the Warrants.
 3.7
    
    Licensor shall hire a collections manager (the Collections Manager) for the
purpose of carrying out the Collection Manager Services, as those terms are defined in
Section 4.3 below, at Licensors place of business. Licensor shall pay the Collections
Managers salary which shall be consistent with industry standards for someone with
similar skill sets and specialization (the Collections Manager Salary) and Premier
shall reimburse Licensor on a monthly basis for actual amounts paid to the Collections
Manager in connection with the Collections Manager Salary of up to Fifty Thousand
Dollars ($50,000) per year (with a ten percent (10%) variance) and other reasonable
expenses, including but not limited to health insurance, travel (coach airfare, if
necessary), hotel, and any other Premier pre-approved expenses which Collections
Manager may accrue in performing his/her obligations, provided Licensor has provided
Premier with an invoice detailing the amounts paid on account of the Collections
Manager Salary.3.8
    
    Notwithstanding the foregoing, in the event Premier terminates this Agreement
subject to Section 13 below (or for any other reason not attributable to Premiers
material breach of this Agreement), Premier shall have no obligation to pay any amounts
which may become due after the date of such termination, including, but not limited to,
the Consulting Fee, the Consultant Expenses, the Contribution, the Cash Donation, the
Collections Manager Salary, the Advances and the Royalty.
 4 Obligations of Licensor
 4.1
    
    Licensor shall, at its sole cost and expense, (i) make its entire sports
memorabilia Collection available to Consultants for their selection of Artifacts for
the Exhibitions, subject to final written approval of each Artifact by Joel Platt or
personal representative of his estate, not to be unreasonably withheld or delayed, (ii)
supply all applicable Artifacts to Premier and/or its designees for transportation to
the Venue for each Exhibition and (iii) provide Premier with any other materials,
including but not limited to props, artwork, video footage, intellectual property, etc.
(collectively, the Materials) necessary for Premier to create, promote, advertise,
present, display, produce and/or otherwise exploit Exhibitions of the Artifacts in the
Territory.
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Notwithstanding the foregoing, other than materials that Consultants may be
required to create in connection with the Consulting Services and other than materials
furnished in connection with Section 6.2, the parties agree that Licensor is not being
required to create any new materials for the Exhibition or pay for any handling,
packing and/or transporting of the Artifacts or Materials.
 4.2
    
    Licensor shall cause Consultants to provide the Consulting Services, as defined
in Section 5 below and assist Premier, as reasonable and necessary, to facilitate the
performance of the services to be performed by the Collections Manager and the
Consultants, including but not limited to, services related to installing, removing and
handling the Artifacts at each Venue, and promoting and publicizing the Exhibitions, as
Premier reasonably requests.4.3
    
    Licensor shall, with the assistance of Premier and subject to consultation with
Premier, hire a Collections Manager subject and pursuant to Section 3.7 above. The
Collections Manager shall be responsible for the following services (the Collections
Manager Services): (i) handling the Artifacts and Materials; (ii) recording titles and
provenance information; (ii) assigning accession numbers; (iii) photographing,
measuring, describing and creating condition notes on the Artifacts; (iv) making sure
proper crates are made; (v) checking conditions of the Artifacts and Materials; (vi)
providing inventories; (vii) assisting Premier with the hiring of a fine arts shipping
company for travel to the Venues; (viii) physically packing and unpacking the crates in
which the Artifacts and Materials are stored; (ix) furnishing periodic reports to
Licensor detailing the care and well being of the Artifacts and Materials, including
lighting conditions, temperature and humidity conditions, including any known incidents
of unauthorized photography, filming or videotaping, or handling by unauthorized
personnel; and (x) physically installing and removing the Artifacts from each case at
each Exhibition consistent with the design of each Exhibition while working under the
supervision of the Consultants and in consultation with the Premier designees.4.4
    
    Licensor shall provide, at Premiers request, a selection of existing
merchandise from the Boca Raton Retail facility to Premier at current replacement cost
(net of all discounts and rebates) for resale by Premier at the Exhibitions.4.5
    
    Licensor shall provide mutually agreeable links from the home page of its
website to the Exhibition website created by Premier, if any, or other Website operated
by Premier, subject to Section 17.11 below. Such links shall be placed above the fold
and comparable in size to the largest placement on the page. Provided Premier is given
necessary access, Premier agrees to make reasonable changes to Sports Immortals
existing website, www.sportsimmortals.com to keep current with information
regarding Project. www.sportsimmortals.com shall have a page containing
information about Exhibitions and link to URL specifically created for Exhibitions.
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5 Obligations of Consultants
 5.1
    
    Licensor shall cause the Consultants to be responsible for the following
consulting services as requested by Premier (collectively, the Consulting Services):
(i) selecting Artifacts for display in Exhibitions, subject to consultation with the
Collections Manager and the Premier Hired Design Expert and subject to final written
approval by Joel Platt or personal representative of his estate, not to be unreasonably
withheld or delayed; (ii) overseeing the Collections Manager in the
packing and handling of the Artifacts from the Sports Immortals facility in Boca
Raton, Florida to each Venue and from Venue to Venue for timely delivery to the next
location; (iii) assisting the Premier designee hired by Premier who specialize in
the design of high quality immersive and entertaining experiences with installing,
arranging, displaying and placing the Artifacts under lock and key at each Venue
once they have been unpacked; (iv) acting as spokespersons for the Artifacts and the
Exhibitions as reasonably requested by Premier; (v) advising Premier as to the
reasonable safety, security, care and storage of the Artifacts and Materials; (vi)
working with Mike Heffner of Lelands Auction House or any other qualified appraiser
as mutually agreed to by the parties, if necessary, to appraise Artifacts for
insurance; (vii) acting as the coordinator between Sports Immortals, Inc. and
Premier, including, but not limited to, hiring and directing the Collections Manager
in association with the Premier designee with the Collections Manager Services, and
(viii) any other consulting services that Premier may deem reasonably necessary
hereunder, including, but not limited to, traveling to locations designated by
Premier. All Consulting Services provided hereunder will be provided in a timely
manner and will be at least the quality of similar services performed by first
class, high quality, consultants in connection with similar projects.5.2
    
    Licensor shall cause the Consultants services to be rendered on a
non-exclusive basis during the Term. Consultant will not perform any work which
presents a conflict of interest (other than work on the Excluded Projects outlined in
Exhibit A) which impairs Consultants ability to render services for Premier hereunder
in a diligent, professional manner and in accordance with all of the terms and
conditions hereof.5.3
    
    Licensor shall cause the Consultants not to make financial commitments on
behalf of Premier, nor shall Consultant have the authority to incur any financial
obligations in Premiers name, without the express written approval of Premier.
Licensor acknowledges and agrees that any attempt by Consultants to do so shall be
considered a breach of this Agreement. In the event Consultants make such financial
commitments without Premiers consent, Licensor agrees to reimburse Premier for the
cost and expenses of such unauthorized financial commitments upon receipt of invoice
or, at Premiers election, Premier may deduct any and all such costs and expenses from
any sums which may be due Consultant and/or Licensor hereunder, in addition to any
other remedies Premier may have herein.5.4
    
    Licensor shall cause all of Consultants activities in connection with Premier
and the Artifacts, Material and the Exhibitions to be conducted in regular consultation
with
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Premier and shall be subject to Premiers approval, not to be unreasonably
withheld. Notwithstanding the foregoing, the parties agree that final approval over
selection of the Artifacts shall be subject to Joel Platts final approval or personal
representative of his estate not to be unreasonably withheld or delayed.
 5.5
    
    The parties acknowledge and agree that time is of the essence. In the event of
a failure by Licensor to cause the Consultants to provide the Consulting Services in a
timely manner, Premier shall have the right to provide such services itself after
giving written notice to Consultants and Consultants still fail to fulfill specific
Consulting Services under question in a timely manner, and Licensor agrees to
reimburse Premier for the cost and expenses of such services upon receipt of invoice
or, at Premiers election, Premier may deduct any such cost and expenses from any
sums which may be due Consultant and/or Licensor hereunder, in addition to any other
remedies Premier may have herein.
 6 Obligations of Premier
 6.1
    
    Premier shall, in its sole discretion and as it deems necessary, subject to
consultation with Licensor and subject to the terms and conditions of this Agreement,
produce, operate and fund the Exhibitions, including, but not limited to: (i) designing
the Exhibitions; (ii) creating, building, fabricating, producing, adapting, maintaining
and/or reproducing exhibitry and approved merchandise from the Collection, Artifacts
and/or Materials, including any other necessary supporting materials for the
Exhibitions (collectively, the Exhibitry); (iii) shipping the Artifacts and the
Exhibitry to the Venues; (iv) marketing, advertising, promoting and publicizing the
Exhibitions and Exhibitry; (v) selling tickets of admission to the Exhibitions,
merchandise, sponsorships, etc.; (vi) providing Venue insurance and Artifact insurance,
to be mutually agreed upon by the parties subject to Section 6.7 below; (vii) staffing
expenses; (viii) Venue rent and utilities; (ix) maintenance; (x) lighting; (xi) keeping
of the Artifacts, Materials and Exhibitry safe and secure at all times while in its
possession and under its control by providing for reasonable levels of safety,
security, care and storage required for Artifacts of such high value and consistent
with Premiers previous business practices, (xii) site survey costs; (xiii) all other
Exhibition production and operations not specifically defined herein (collectively, the
Exhibition Production and Operations).6.2
    
    The following items shall be subject to the mutual agreement of the parties:
(i) selection of appropriate Venues for the Exhibitions (such as museums, casinos,
civic centers, city operated venues, sports and entertainment venues, etc.), such
agreement not to be unreasonably withheld or delayed by Licensor (Notwithstanding the
foregoing, Licensor agrees to accept at least fifty percent (50%) of the venues in each
category proposed by Premier.) ; (ii) selection of designers and artists, (both parties
agree to give Barry Howard the opportunity to be lead designer of the Exhibition,
subject to mutual approval); (iii) design concepts and themes; (iv) security and levels
of security; (v) naming rights by a presenting sponsor specific to each Exhibition
(exclusive of corporate sponsorships); (vi) general shipping procedures as they relate
to the Sports Immortals facility in Boca Raton, Florida. In
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the event the Parties are
unable to mutually agree on any of the aforementioned items (subject to item 6.2 (i)),
Arnie Geller (Chairman) and Bruce Eskowitz (CEO) or their designees, and Joel Platt and
Jim Platt or their designees, Wendy Platt Wilson or Michael Wilson, shall caucus and
decide on a final resolution (the Caucus). In the event Licensor does not respond to
a request for approval by Premier within five (5) business days upon receipt of the
written request, the request shall be deemed approved. Notwithstanding the above
mentioned items subject to mutual agreement of the parties, Licensor shall have the
exclusive right to substitute any item on display in one of the Exhibitions at
the end of a particular venue with a substitute item so long as the substitute item
is conceptually of equal prominence and stature and appraised value as the original
item in the display. If Licensor exercises this right of substitution, the
shipping/transportation costs will be the sole responsibility of the Licensor.
 6.3
    
    Premier shall provide, subject to space and operations requirements at each
Venue, the following for each Exhibition: (i) a distinct theme and story utilizing the
Sports Immortals concept to be furnished by Licensor, at its sole cost and expense;
(ii) immersive and entertaining displays of similar quality to previous Exhibitions by
Premier, i.e. The Bodies and the Titanic Exhibitions; (iii) mention of the
inspirational story of Joel Platt, Founder of Sports Immortals; (iv) a display
showcasing a rendering of the proposed large scale Sports Immortals Museum Complex to
be furnished by Licensor, at it sole cost and expense; (v) referral of all inquiries
regarding the Collection or collectibles available for purchase to Licensor and/or
Consultants for reply; and (vi) space for a brochure and other information to be
furnished by Licensor, at its sole cost and expense, alerting visitors and corporate
sponsors as to how they can become part of sports history through a tax deductible
donation to the Platt Sports Foundation for the development of the Sports Immortals
Museum Complex and the possibility having each donors name inscribed in the building
scrolls of the museum and receiving a souvenir, all of which shall be furnished by
Licensor, at its sole cost and expense.6.4
    
    Premier shall establish and guarantee, in consultation with Licensor,
appropriate reasonable procedures and policies for insurance, transportation, storage
and security of the Artifacts subject to the terms and conditions of this Agreement
from the time Artifacts leave Sports Immortals location in Boca Raton, Florida until
they are safely returned to Licensors designated location.6.5
    
    Premier shall maintain the reasonable safety and integrity of the Artifacts in
accordance with the advice of the Consultants and ensure that no liens or other
liabilities are placed on the Artifacts. In addition, Premier acknowledges that
Artifacts are on loan, subject to the terms and conditions of this Agreement. Premier
shall, where necessary, cause it to be known that they do not own the Artifacts and can
not transfer title to any of it to anyone and the Artifacts can not be seized by any
creditor. Ownership to the artifacts will always remain the risk free property of
Sports Immortals, Inc., the Platt Family LLC, Platt Sports Foundation, Joel Platt, Jim
Platt or their assigns. Licensor, at its sole expense and effort, may require
Consultants to file UCC 1 Forms in Palm Beach County and every county in which
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Artifacts are exhibited. Premier will execute any and all UCC Forms 1 and similar forms
reasonably requested by the Licensor to protect the Artifacts being exhibited. At
Licensors request, Premier may file UCC Forms 1 on behalf of Licensor at Licensors
sole cost and expense.
 6.6
    
    In the event Consultant is required to travel by Premier, Premier shall
reimburse Consultant for any reasonable out-of-pocket expenses related to travel,
including first class airfare, first class hotel accommodations, ground transportation
and a daily per diem (to be determined by Premier) and for which Consultant has
provided Premier with an invoice detailing such expenses that is accompanied by original receipts
(collectively, Travel Expenses). In addition Premier shall reimburse Consultant
for any reasonable out-of-pocket expenses related to miscellaneous expenses (e.g.,
books, postage, photocopies, DVDs, packing tape, shipping charges, etc.) directly
related to its performance of the Consulting Services and for which Consultant has
provided Premier with an invoice detailing such expenses that is accompanied by
original receipts (collectively, Miscellaneous Expenses). (For the purposes of
this Agreement, the Travel Expenses and the Miscellaneous Expenses shall be
collectively referred to herein as the Consultant Expenses.) Any single line item
Consultant Expense over $3,000 must be pre-approved in writing or e-mail by Premier.
Premier shall reimburse Consultant Expenses within ten (10) Business Days from
receipt of invoices.
 6.7
    
    Premier shall operate and conduct its business under the Project in accordance
with first class standards prevailing from time to time in the relevant industry, and
all applicable laws, and in a manner consistent with the reputation for high quality,
knowledge and professionalism associated with Licensors brand and collection.
Notwithstanding the foregoing, in the event of a failure by Premier to adhere to any
applicable laws with respect to the Project and provided that Premier endeavors to cure
such breach in a reasonable time period subject to the terms and conditions of this
Agreement, such failure shall not be considered a breach of this Agreement.6.8
    
    Premier shall, at its sole cost and expense, from the time the Artifacts leave
the Sports Immortals facility in Boca Raton, Florida, to the moment Artifacts are
returned to Licensors designated location at the end of the Term of this Agreement,
maintain a mutually agreed upon reasonable level of insurance with an insurance company
that specializes in museum quality/high value artifacts (i.e. Chubbs or Lloyds of
London, etc.) on all Artifacts and Materials provided to Premier, including, but not
limited to, any other items loaned and/or provided to Premier, at Premiers request,
under this Agreement. Licensor shall be named on such policy as an additional insured.
Premier shall provide Licensor with a certificate evidencing such insurance which meets
Joel Platts written approval, not to be unreasonably withheld, prior to any Artifacts
leaving the Sports Immortals facility in Boca Raton, Florida. Notwithstanding the
foregoing, Premier shall not be responsible for insuring any Artifacts or other
Materials provided by Licensor to Premier that are not properly appraised in terms of
value and catalogued (identified and described).
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7 Calculation and Distribution of Revenue
 7.1
    
    Premier shall provide Licensor with quarterly statements of: (i) Exhibition
attendance and (ii) Gross Revenue actually received from the exploitation of the
Exhibitions as defined in 3.1.7.2
    
    To the extent that any Gross Revenue is payable to Licensor pursuant to this
Section 7, Premier shall pay such Gross Revenue to Licensor with such quarterly
statements. Licensor hereby directs Premier to pay Gross Revenue and any other payments
due Licensor to and in the name of Sports Immortals, Inc., Jim Platt, Joel Platt or its
designated assigns at the address listed above, specific instructions will be given
to Premier in writing as to whom the payments should be assigned to prior to the
quarterly statements being prepared.7.3
    
    Within sixty (60) days of the end of the Term, the parties shall conduct a
final settlement (Final Settlement) of all accounting for the Exhibitions and Premier
shall furnish Licensor with a statement showing all receipts relating to the
Exhibitions and Premier shall pay to Licensor all monies as shall be due as shown on
such statement within fifteen (15) days of delivery of such statement to Licensor.
Licensor agrees to examine such statement and to notify Premier of any error in the
account of or any objection to any charge within thirty (30) days after Licensors
receipt of such statement. Absent such objection from Licensor, such statement shall be
deemed to be a true, correct and final statement of the account between Licensor and
Premier.
 8 Reserved Rights
 8.1
    
    Except as otherwise specifically provided for herein, Licensor shall maintain
ownership of and reserves all rights to the Collection, the Artifacts, the Materials
and Licensors trademarks, logos and copyrights and other intellectual property
associated with the Collection and any other materials created, purchased or produced
by Licensor, at its sole cost and expense, in any form or media for the Exhibition
subject to its sole use and disposition.8.2
    
    Except as otherwise specifically provided for herein, Licensor agrees that,
subject to the terms and conditions of this Agreement, Premier controls the rights
necessary to create, present, promote, produce and otherwise exploit the Exhibition in
the Territory in any form or media, whether now known or hereafter coming into
existence, during the Term, including, but not limited to, the right to maximize
additional revenue streams from the Exhibition, including the sale of local
sponsorships, merchandise, food and beverage, etc. In addition, Premier reserves the
exclusive right to sell corporate sponsorships, including the right to retain any
consideration received on account thereof less ***% of Gross Revenue in accordance with
Section 3.1. Premier shall maintain ownership of and reserves all rights in and to
Premiers trademarks, logos, copyrights and other intellectual property, the Exhibitry
and all other materials created, assembled, purchased or produced by Premier in any
form or media in connection with the Exhibition (other than the
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Artifacts, the Materials, Trademarks, Logos, Copyrights or other intellectual property owned or
controlled by Licensor) subject to its sole use and disposition.
 8.3
    
    Licensor represents and warrants that it will not authorize the television,
radio, internet or other electronic broadcast (in any form now known or hereafter
devised) of any documentary or other visual or audio presentation or segment featuring
or depicting the Exhibition or the Artifacts in the Territory without Premiers prior
written consent. The aforementioned representation and warranty shall, as it relates to
the Exhibition, survive the termination of this Agreement. Notwithstanding the
foregoing, Licensor shall retain the rights to television, radio, internet or other
electronic broadcast of the Excluded Projects for the purpose of advertising,
promoting and/or publicizing the Excluded Projects, subject and pursuant to the
restrictions outlined in Exhibit A.
 8.4
    
    All services to be performed by Consultant hereunder, all results thereof and
all materials (other than pre-existing materials) delivered by Consultant to Premier
whether or not copyrightable and whether created alone or in conjunction with any other
person or entity (collectively, the Materials), shall belong to Premier and shall, to
the greatest extent possible, be considered works-made-for-hire within the meaning of
the United States Copyright Act. Upon termination for any reason by Licensor or
Premier, any pre-existing Materials provided or loaned to Premier shall be returned to
and belong to Licensor.
 9 Non-Compete
  10 Option to Extend the Term
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11 Representations and Warranties
 11.1
    
    Licensor represents and warrants that (i) it is a valid and existing
corporation in good standing, (ii) it has the exclusive right and complete authority to
enter into this Agreement and to undertake the obligations set forth herein, (iii) it
is the sole and exclusive owner of the Collection, the Artifacts and the Materials,
including all logos and copyrights associated with Sports Immortals, Inc. and the Mark
(collectively, the Mark) and shall maintain the Marks throughout the Term; (iv)
neither the Collection, the Artifacts, the Materials nor the Marks, used in accordance
with this Agreement infringes or is alleged to infringe any trade name, trademark,
copyright or service mark of any other person or entity; (iv) it has the complete
authority and ability to cause the Consultants to provide the Consulting Services,
including any other obligations of the Consultants set forth herein, and provide the
rights granted to Premier on behalf of the Consultants, as set forth herein; (v) it
shall pay the Consulting Fee to the Consultants; and (vi) payment of the Consulting Fee
to Licensor, as provided for in Section 3.5 above, will relieve Premier of any and all
of its financial commitments with respect to compensating the Consultants.11.2
    
    Premier represents and warrants that it is a valid and existing corporation in
good standing in its state of incorporation, as specified in the preamble to this
Agreement and has the right and the complete authority to enter into this Agreement and
to undertake the obligations set forth herein. Notwithstanding anything to the contrary
herein, in the event Premier creates merchandise from the Collection for sale at the
Exhibition, Premier agrees to use due diligence to ensure that such merchandise does
not infringe the rights of any trade name, trademark, copyright or service mark
contained on the Artifacts of any other person or entity.11.3
    
    This Agreement has been duly executed by each party and is enforceable against
each party in accordance with its terms.
 12 Indemnities
 12.1
    
    Premier agrees to indemnify, defend and hold harmless Consultants, Licensor,
its subsidiaries, parent companies, affiliates, agents and assigns and their respective
agents, officers, employees, and directors, (collectively, Licensors Indemnified
Parties) from and against any and all losses, damages, liabilities, claims, demands,
suits and expenses that the Licensors Indemnified Parties may incur or be liable for
as a result of any claim, suit or proceeding made or brought against the Licensors
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Indemnified Parties based upon, arising out of, or in connection with (i) any breach of
any representation or warranty made by Premier in this Agreement, (ii) any breach of
any duties or obligations of Premier hereunder, (iii) damage to the Artifacts or other
Materials by Premiers Premier Hired Design Expert, (iv) any act or omission by
Premier, or (iv) negligence or willful misconduct of Premier (or that of its agents,
employees or representatives) in connection with the Exhibition, the Artifacts, or
merchandise it may create from Collection.
 12.2
    
    Licensor agrees to indemnify, defend and hold harmless Premier, its
subsidiaries, parent companies, affiliates, agents, and assigns and their respective
agents, officers, employees, and directors (collectively, Premiers Indemnified
Parties), from and against any and all losses, damages, liabilities, claims, demands,
suits and expenses that Premiers Indemnified Parties may incur or be liable for as a
result of any claim, suit or proceeding made or brought against the Premiers
Indemnified Parties based upon, arising out of, or in connection with (i) any breach of
any representation or warranty made by Licensor and/or Consultant in this Agreement,
(ii) any breach of any duties or obligations of Licensor and/or Consultant hereunder,
(iii) any pre-existing damage to any Artifacts or other materials provided by Licensor
and/or Consultants subject to section 12.1 section (iv); (iv) any act or omission by
Licensor and/or Consultant, (v) Consultants compensation claims, (vi) the grant of the
Warrants to the Designees and/or the Foundation; (vii) the sale and/or reproduction of
any approved merchandise provided by Licensor to Premier or (viii) negligence or
willful misconduct of Licensor and/or Consultant (or any of its agents, employees or
representatives) in connection with the Exhibition.12.3
    
    Each party shall give the other party prompt notice of any claim or suit coming
within the purview of these indemnities. Upon the written request of any indemnitee,
the indemnitor shall assume the defense of any claim, demand or action taken against
such indemnitee, and shall upon the request of the indemnitee, allow the indemnitee to
participate in the defense thereof, such participation to be at the expense of the
indemnitee. Settlement by the indemnitee without the indemnitors prior written consent
shall release the indemnitor from the indemnity as to the claim, demand or action so
settled.
 13 Termination
 13.1
    
    Notwithstanding anything to the contrary herein, Premier shall, in its sole
discretion, have the exclusive right, upon written notice to Licensor, to terminate
this Agreement effective two (2) years from the opening date of the first Exhibition,
subject to Section 3.8 above.13.2
    
    This Agreement shall terminate upon expiration of the Term unless extended, as
provided for in Section 10 above or terminated sooner, as provided for in Section 13.1
above. In addition, this Agreement may be terminated by either party upon written
notice in the event that (i) the other party fails to perform any material term,
covenant or agreement to be observed or performed by them under this Agreement, subject
and pursuant to Section 15 below; (ii) Premier or Licensor shall
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become insolvent or admit their inability to pay their debts as they mature or shall make an assignment for
the benefit of their creditors; (iii) a proceeding in bankruptcy or for the
reorganization of the other party or the readjustment of any of their debts under the
Bankruptcy Code or any other laws, whether state or federal, for the relief of debtors
shall be commenced by the other party, or shall be commenced against the other party,
and not discharged within sixty (60) days after the commencement thereof; or (iv) a
receiver or trustee shall be appointed for Premier or the other party for any
substantial part of their assets, or any proceeding shall be instituted for
dissolution or the full or partial liquidation of the other party; (v) Premier is
found guilty by a court of law of willfully violating any state or federal laws
pertaining to the Exhibitions (other than a building, electrical or health code
violation or other minor infraction that is subsequently rectified), or any lien or
liens of a creditor of Premier is placed on any Artifact, logo, trademark, copyright
or any other intellectual property of the Licensor and such lien is not lifted
within thirty (30) days thereafter. Notwithstanding the foregoing, prior to
terminating the Agreement on the basis of a breach of the foregoing Section 13.2
(v), Premier shall have the right to cure such breach subject and pursuant to
Section 15 below.
 13.3
    
    Premier shall have the right to terminate or, as the case may be, indefinitely
postpone the services of the Consultants, either jointly or severally, effective
immediately upon Consultants receipt of written notice in the event of Consultants
material breach of this Agreement, or if the Exhibition (meaning all exhibitions that
have been designed, fabricated and touring) is canceled or postponed. In the event the
termination of Consultants services is due to a material breach, subject and pursuant
to Section 15 below, Premier shall have the option of either: (i) terminating the
services of both Consultants and this Agreement for cause; or (ii) terminating the
services of the breaching Consultant(s) without terminating the Agreement. In the event
a Consultant is terminated, the Consulting Fee shall be pro-rated for such period in
which the Consulting Services were satisfactorily performed and Premier shall have no
further obligation to pay any Consulting Fees or Consulting Expenses to such terminated
Consultant(s), unless, in the case of a postponement of services, the postponement ends
and the Exhibition continues.13.4
    
    In the event Premier elects to extend the Term of this Agreement, either party
shall, in its sole discretion, have the exclusive right upon written notice to the
other party, to terminate the Agreement after the first year of the Extended Term or
any year thereafter provided such terminating party gives the other party at least
ninety (90) days notice in writing prior to the end of each annual term.
Notwithstanding anything to the contrary herein, any termination of this Agreement
during the Initial Term and/or the Extended Term by Licensor shall be subject to the
remaining terms of any current Exhibition leases, licenses, all prior mutual approvals,
projects, venues, etc. or other agreements between Premier and Licensor and/or Premier
and a third party, subject and pursuant to the terms and conditions of this Agreement.
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14 Obligations Upon Termination
  15 Breach
  16 Remedies
 16.1
    
    If there is a dispute or disagreement (Dispute) between Licensor and Premier
in connection with this Agreement, a senior officer of both Licensor and Premier shall
meet, pursuant to the Caucus provision of Section 6.2, in good faith by telephone or in
person to resolve such Dispute within five (5) business days after written notice of
such Dispute is given by one party to the other or, with respect to a claim for which
indemnification is sought under Section 12, within five (5) business days after request
for indemnification is given.16.2
    
    In the event of a breach by either party of any of its agreements or
obligations hereunder, the aggrieved party shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity.
 17 Miscellaneous
 17.1
    
    Other Documents. Each of the parties hereto shall execute and deliver
such other documents and/or instruments, and take such other and further actions, as
may be
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reasonable requested of them for the implementation and consummation of this
Agreement and the transactions herein contemplated.
 17.2
    
    Successor and Assigns. This Agreement shall bind and inure to the
benefit of the parties named herein and their respective successors and assigns.
Neither Premier, Licensor nor the Consultants shall be entitled to assign its or his
rights, duties and/or obligations under this Agreement without the prior written
consent of the other parties except that (A) Premier shall be entitled to: (i) assign
rights and obligations under this Agreement to a co-promoter, licensee or other
designee in connection with certain Exhibitions in certain markets; (ii) assign rights
to any of its wholly owned affiliated or associated companies; and/or (iii) create a
wholly owned corporation, limited liability company or other subsidiary for the purpose
of performing its obligations under this Agreement; provided, however, that Premier remains liable to
Licensor for the performance of its obligations herein; and (B) Licensor shall have
the right to assign any payments it may be due hereunder to a third party designee.17.3
    
    Governing Law and Jurisdiction. This Agreement is made and shall be
governed in all respects, including validity, interpretation and effect, by the laws of
the State of Florida, USA courts of Palm Beach County, without recourse to its conflict
of laws principles. Jurisdiction over any and all disputes related to this Agreement
shall be limited to the United States District Courts of Florida in Palm Beach County.17.4
    
    Notices. All notices required to be given under the terms of this
Agreement shall be in writing (including telegraphic, telex, and facsimile
transmissions, provided that a copy thereof is also sent by certified or registered air
mail on the same day as such telegraphic, telex or facsimile transmission) and shall be
deemed to have been duly given if delivered to the addressee in person (and receipted
on a copy of such notice), or transmitted, or mailed by certified or registered air
mail, return receipt requested, or sent by a nationally recognized overnight delivery
service, as follows:
 TO LICENSOR:Sports Immortals, Inc.6830 N. Federal HighwayBoca Raton, FL 33487Attn:  Jim PlantFax:TO PREMIER:
    
    WITH A COPY TO:Premier Exhibitions, Inc.
    
    Mr. Brian Wainger3340 Peachtree Road NE
    
    281 Independence Boulevard, Suite 440Suite 2250
    
    Virginia Beach, VA 23462Atlanta, GA 30326
    
    Email address: bwainger@prxi.comUSA
    
    Fax: 757-257-0380Attention: Arnie GellerFax: (404) 842-2626
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17.5
    
    Entire Agreement. This Agreement contains the entire agreement between
the parties and supersedes all prior agreements, understandings and writings between
the parties with respect to the subject matter hereof and thereof. Each party hereto
acknowledges that no representations, inducements, promises, or agreements, oral or
otherwise, have been made by any party, which are not embodied herein or in an exhibit
hereto, and that no other agreement, statement or promise may be relied upon or shall
be valid or binding. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated orally. This Agreement may be amended or
supplemented or any term hereof may be changed, waived, discharged or terminated by
an agreement in writing signed by all parties hereto.17.6
    
    Severability. If any provision of the Agreement shall be held invalid
or unenforceable, the remainder of this Agreement which can be given effect without
such invalid or unenforceable provision shall remain in full force and effect. If any
provision is held invalid or unenforceable with respect to particular circumstances, it
shall remain in full force and effect in all other circumstances.17.7
    
    No Waiver. The waiver by any party hereto of any breach or violation of
any provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.17.8
    
    Force Majeure. If any party is prevented from performing its
obligations hereunder and the Exhibition cannot, therefore, take place or is cancelled
or delayed, in whole or in part, because of Act of God, national emergency, fire,
weather, war, acts of terrorism (or related security or safety concerns), custom delays
or any other similar or dissimilar cause beyond the reasonable control of a party
(Force Majeure), neither party shall have any obligation or liability to the other as
a result thereof and such cancellation, postponement or failure to perform shall not be
considered a breach of this Agreement. In such event, however, the parties agree to use
best efforts to extend the Term or reschedule the Exhibition, as the case may be.17.9
    
    Publicity. The parties agree that no public statements including, but
not limited to, press announcements or press releases in connection with this Agreement
shall be made by Licensor or Consultant without Premiers prior written consent. In
addition, Licensor shall not make any public statements including, any press
announcements or press releases, regarding the opening of an Exhibition by Premier at
any Venue in the Territory without Premiers prior written consent in each instance. In
addition, Licensor shall cause Consultants to refrain from making any public statements
including, but not limited to, press announcements or press releases in connection with
this Agreement, without Premiers prior written consent. Notwithstanding the foregoing,
Licensor and Premier agree to work together on drafting the initial press
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release regarding the Agreement and shall mutually agree on the final copy. In addition,
Premier agrees that no public statement pertaining to a material fact about an
Artifact, (i.e. provenance, value, description) shall be made without the approval of
Licensor.
 17.10
    
    Confidentiality. Premier and Licensor agree, as may be permitted by
law, not to divulge or permit or cause their officers, directors, stockholders,
employees, agents or the Consultants to divulge the substance of this Agreement except
to their representatives and attorneys or as may otherwise be required by law in the
opinion of counsel for the party required to make such disclosure. Additionally, during
and after the Term of this Agreement, neither Premier nor Licensor shall disclose (and
Licensor agrees to cause Consultants not to disclose) to anyone for any reason,
without the prior written consent of the other any marketing plans, strategies, results
or other confidential information divulged to or learned by either party about the
other from any source whatsoever, unless and until such information has generally
become available to the public from sources other than the other party. The
provisions of this Section 17.10 shall survive the termination of this Agreement.17.11
    
    Independent Parties. Nothing in this Agreement is intended to create,
nor shall anything herein be construed or interpreted as creating, an agency, a
partnership, a joint venture or any other relationship between Premier, Licensor and/or
Consultants except as expressly set forth herein, and all parties understand that,
except as expressly agreed to herein, each shall be responsible for its own separate
debts, obligations and other liabilities.17.12
    
    Trademarks. Neither party shall obtain or claim any right, title or
interest in or to the others intellectual property including, but not limited to,
names, trademarks logos, or copyrights except for the right to use such intellectual
property as specified herein and each party hereby acknowledges and agrees that all
such use shall inure to the benefit of the respective owner.17.13
    
    Referral Deals: In the event Licensor or its assigns notifies Premier
in writing that a referral opportunity exists and subsequently Introduces Premier to an
entity not already doing business with Premier, at Premiers request, for an exhibition
related business opportunity other than an opportunity involving the Sports Immortals
Exhibition or Licensor (the Opportunity), and a deal is consummated, then Licensor or
its assigns, as the case may be, shall be entitled to the choice of either ***% of the
total monetary value of the deal in cash or ***% of the annual Gross Revenue generated
by the deal (Referral Compensation). (By way of example only, if the banking entity
that Licensor is talking to decides it would like to make a deal with Premier to
present Bodies: The Exhibition at their casino and Licensor notifies Premier that an
Opportunity exists and Licensor provides Premier with an introduction at Premiers
request, Licensor shall be entitle to Referral Compensation.)
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17.14
    
    Survival of Representations. The representations, warranties,
indemnification, and confidentiality provisions set forth in this Agreement shall be
continuing and shall survive the expiration of the Exhibition Term or the termination
of this Agreement.17.15
    
    Currency. All amounts of money stated herein are in the currency of
the United States of America unless otherwise specified. All payments made to Premier
shall be in the currency of the United States of America.17.16
    
    Headings. The captions and headings used herein are for convenience
only and shall not be construed as a part of this agreement.17.17
    
    Execution of Agreement. This Agreement shall not be binding upon the
parties unless and until it has been executed by all parties and may be executed by fax
or via electronic pdf or in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same document.
 SEE ALSO EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
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PREMIER:PREMIER EXHIBITIONS, INC.By:
    /s/ Arnie GellerIts: ChairmanDate: 3/13/2008LICENSOR:SPORTS IMMORTALS, INC.By:
    /s/ Joel PlattIts: President3/13/2008 22




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EXHIBIT A
 LIST OF EXCLUDED PROJECTS
  
    
    Sports Immortals Museum Complex (Permanent Museum Facility) in one of the
Identified Cities. Notwithstanding anything to the contrary herein, Premier
acknowledges and agrees that Licensor may ultimately choose a city for its proposed
Permanent Museum Facility that is not one of the Identified Cities (the Unidentified
City). In such event, Licensor agrees not to open the Permanent Museum Facility in the
Unidentified City without giving Premier two (2) years prior written notice.
    
    Sports Immortals Cyber Museum/Sports Immortals Internet Portal.
    
    Sports Immortals Classic Events (Golf and Tennis Celebrity Events for Charity).
    
    Sports Immortals Annual Enshrinement Ceremonies.
    
    Sports Immortals Cable Station.
    
    Sports Immortals Licensed Merchandise (not pertaining to the Project); Apparel,
Original Memorabilia, Reproduced Memorabilia, Games, Toys, etc.
    
    Sports Immortals Computerized Library.
    
    Certain Sports Immortals Intellectual Property, including but not limited to Books,
Movies, Documentaries, Television Show, Reality Show, Game Show, etc.
 23