**Exhibit 10.29****EXHIBITION TOUR AGREEMENT**THIS EXHIBITION TOUR AGREEMENT is entered into as of the 24th day of January, 2006 by and between**Premier Exhibitions 2005-ATL, Inc.**(a corporation organized under the laws of the State of Nevadaand having its principal place of business at 3340 Peachtree Rd. NE, Atlanta, Georgia 30326(“PREMIER”), and Dr. Hong-Jin Sui (“Dr. Sui”), a designer and supplier of all specimens referred toherein, and Dr. Shuyan Wang President of Dalian Hoffen Bio Technique Company Limited collectivelyreferred to as **(“**DHBTL”) having a place of business in Dalian, China.     WHEREAS, DHBTL is the owner of an Exhibition of Plastinated anatomical specimens including butnot limited to 20 full body Plastinated Human Bodies, 156 individual organs and all relatedexhibition display materials including, but not limited to, written medical content and relatedexhibitry (display cases, mounts, bases, etc.) for the specimens (“Exhibitions”), and     WHEREAS, DHBTL currently has a sufficient number of anatomical samples necessary forpresentation in a public exhibition and desires to immediately enter into an agreement to lease theExhibition to Premier, and     WHEREAS, the parties intend that the public exhibition of the Specimens will contribute to acultural and scientific exchange between western society and China, and will help the public inwestern society to understand advanced science technology of China;     WHEREAS, in accordance with the foregoing purpose, the public exhibitions of the Specimenswill be conducted in authorized venues such as science museums, science & technology centers,exhibition & convention centers, or other venues operated by government related entities or publicor private foundations.     WHEREAS, PREMIER wishes to acquire from DHBTL, and DHBTL wishes to grant to PREMIER, therights to present one five year tour (collectively the “Tour”) of the exhibition (the“Exhibition”), of polymer preserved specimens (“Specimens”) exclusively controlled and leased byDHBTL and subject to the terms and conditions of this Agreement, and     WHEREAS, PREMIER is in the public exhibition business and desires to engage in exhibiting theanatomical specimens provided by DHBTL, and          NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in thisAgreement, the parties hereto agree as follows:1. **Definitions.**          Except as otherwise indicated elsewhere in this Agreement, the following words and expressionsshall have the following meanings:          1.1 “Specimens” shall mean any and all polymer preserved human anatomical specimens with theserial number of EX2004A(BEIJING) documented and inventoried in Appendix “A”, attached hereto.          1.2 “Exhibition” shall mean public and private presentation of Specimens for viewing and/oreducation with the intention of selling admission tickets and/or for the purposes of creating otherrevenue generating activities to generate a profit and shall include any or all of the Specimens(EX2004A(BEIJING)), Exhibitry, promotional activities, advertising, and operations associated withthe Exhibition.          1.3 “Condition Reports” shall mean reports to be generated by PREMIER that shall show thecurrent condition of the Specimens and the need for any further Conservation Procedures at anygiven time.          1.4 “Conservation Procedures” shall mean all procedures that are reasonably necessary tomaintain the integrity and condition of the Specimens in connection with the Exhibition of theSpecimens during the Term, as more fully described in the Condition Reports.
 

 
          1.5 “Exhibitry” shall be owned by Premier and include, display cases, mountings, props,theatrical pieces, didactic and other panels, artwork, models, transportable walls and wallcovering, electronic, audiovisual and computer equipment and any and all other display items orelements contained in the Exhibition, together with all drawings, plans, specifications and otherdocumentation relating thereto .          1.6 “Parties” Shall mean DHBTL, Dr. Hong-Jin Sui, and Premier.          1.7 “Supporting Material” shall mean material relating specifically to the production andacquisition of the Specimens controlled or leased by DHBTL, including but not limited to alloriginal certification documents including the legal acquisition of the specimens by DHBTLincluding but not limited to all supplemental documents related thereto including a certificate oforigin, representations that none of the specimens had AIDS, a donation certification from thedonor if available, photographs, video footage, etc.          1.8 “Term” shall mean the period commencing upon signature of this agreement and expiring fiveyears (5) from date of signature, whereupon this Agreement shall automatically terminate withoutfurther notice by either party to the other unless this Agreement has been extended pursuant to theprovisions of Section 6 hereto.          1.9 “Venue(s)” shall mean the location(s) of the Exhibition.          1.10 “Tour” shall mean the aggregate collection of all venues for the Exhibition.          1.11 “Loaned Exhibitry” shall mean any and all exhibitry owned by DHBTL that is documented andinventoried in Exhibit “B”, attached hereto.2. **Scope of Tour.**          2.1The Parties agree that PREMIER shall have the Exclusive rights to theterritories of North America, Central America, South America and theNon-Exclusive rights to the rest of the world (Except China andKorea) to exhibit the Specimens herein and to present exhibitions ofthe Specimens during the Term hereof.     2.1.1 In the event that DHBTL or Dr. Sui is approached by a 3rd party tocollaborate in a legitimate arms length transaction and the 3rd party proposes to usehis existing available specimens for a for profit exhibition outside of China or Korea then Premiershall have the right to accept the same or similar acceptable terms as offered to DHBTL or Dr. Suiby the 3rd party. Should Premier accept said terms then Premier is obligated to performon the terms or similar acceptable terms within12 months.          2.2 During the Term hereof, PREMIER shall have the right to display Specimens for promotionalpurposes. For the purposes of the foregoing, “promotional purposes” shall mean the display of aspecimen in an area where it can be viewed without the purchase of an admission ticket. The term“promotional purposes” includes but is not limited to press conferences that are conducted topublicize an Exhibition. Consistent with this Section, all Specimens presented at a pressconference will be presented in a dignified manner and handled properly.          2.3 The working name for the Exhibition shall be “Bodies Revealed” or such other name or namesas may be determined from time to time by Premier.          2.4 Subject to the provisions of Section 2.4.1 hereof, PREMIER shall locate and select theVenues and design the Exhibition. PREMIER and DHBTL agree that the Exhibition shall be presentedwith dignity and respect. In furtherance of the foregoing, PREMIER agrees that:     2.4.1 The design and appearance of the Exhibition shall be created by PREMIERat its own expense.     2.4.2 Upon reasonable request from DHBTL, PREMIER will arrange for its keydesign and other specialist personnel and DHBTL representatives to review theprogress of preparation of the Exhibition.
 

 
     2.4.3 Upon reasonable request of DHBTL, PREMIER will provide reasonable accessfor DHBTL representatives to observe the preparation of the Venue for presentationof the Exhibition(s).          2.5 If there is a dispute or a disagreement or accusation of a material breach (“Dispute”)between DHBTL and PREMIER in connection with this Agreement, a senior officer of both DHBTL andPREMIER shall, within five (5) days of such Dispute, meet via teleconference or in person in goodfaith to resolve such Dispute.3. **Obligations of PREMIER**.          3.1 Make all arrangements, and obtain all rights, permits and licenses as may be required, forpresentation of the Exhibition in the Venues, and in connection therewith, PREMIER will use itscommercially reasonable efforts to ensure that all improvements of the Venues will be completedsufficiently in advance of the opening of the Exhibition so as to permit the Exhibition to commenceas scheduled;          3.2 Commission and supervise all design and construction work relating to the presentation ofthe Exhibition in each Venue including, but not limited to:     3.2.1 All theatrical displays or devices that may be incorporated into theExhibition.     3.2.2 All Specimen mountings and Specimen labels.     3.2.3 All necessary galleries and ancillary areas, including furniture andequipment for all areas or improvements that may be required to properly secure,store, handle and display the Specimens and present them in a manner that will allowthe public to safely view them. It is agreed that all display cases and mountingsshall be of “Exhibition Quality”. “Exhibition Quality” shall mean the usual andcustomary quality of a display case and mountings utilized in similar exhibitions.          3.3 Develop and implement a comprehensive marketing, advertising, promotion and publicrelations plan for the Exhibition. PREMIER shall own any such items it pays for and/or develops.          3.4 Be responsible for the care and storage of the Specimens and Supporting Material so as toprotect the Specimens from the elements, including extreme lighting conditions, extreme temperaturefluctuation, extreme humidity fluctuation, unauthorized photography, filming, videotaping, orhandling by unauthorized personnel in a manner that could damage the Specimens.          3.5 Provide full insurance coverage for the Specimens consistent with valuations provided byDHBTL, as set forth on Exhibit “C”, from the time the Specimens are delivered by DHBTL to PREMIERuntil thirty (30) days after the end of the Term, or the return of the Specimens to DHBTL,whichever occurs first.          3.6 Be responsible for all staffing, security and the daily operations of the Exhibition(s).          3.7 Be responsible for all Specimen prepacking, packing, handling, security, insurance, exportand import customs charges and duties, and the transportation thereof.          3.8 Be responsible for the installation and de-installation of the Exhibition, including theSpecimens.          3.9 PREMIER shall have the right to refurbish, alter or otherwise modify elements of theDisplay Items or Specimens for use within an Exhibition. In this event, the whole set of specimenof EX2004A(BEIJING) should always be kept in a whole set, and can not be exhibited in two or morevenues without the permission of DHBTL or Dr. Sui, which permission shall not be unreasonably bewithheld. The Parties pre approve an exhibition in two or more venues incorporating EX2004A withUniversity of Michigan Pathology specimens and the Castings already in the possession of Premier.
 

 
          3.10 Be responsible for the safety and security of the Specimens, from the time the Specimensare delivered by DHBTL to PREMIER and delivered back to DHBTL within thirty (30) days of the end ofthis Agreement.          3.11 PREMIER shall give DHBTL and its authorized representative reasonable access to eachExhibition. PREMIER has the obligation to generate sufficient invitations as requested by DHBTL forits representatives, employees, officers and directors, etc. to apply for visas.4. **Obligations of DHBTL**.          4.1 DHBTL will make available any and all Supporting Material as PREMIER shall reasonablyrequire and in a timely manor.          4.3 Provide written descriptions and professional photographs and images of all of the DHBTLspecimens that are available to PREMIER as reflected on Exhibit A.          4.4 DHBTL will, provide to PREMIER all available original certification documents of the legalacquisition of the Specimens including . but not limited to all supplemental documents relatedthereto including representations that none of the specimens had AIDS, a donation certificationfrom the donor if available, photographs, video footage, and a certificate of origin          4.5 DHBTL shall not require PREMIER to include any specific specimen in an Exhibition.          4.6 DHBTL shall help PREMIER to continue to seek an official endorsement of the exhibitionfrom a major medical institution acceptable to both parties.          4.7 DHBTL has obtained and supplied Specimens only in a manner that is legal under the laws ofthe People’s Republic of China, and has used its best efforts to not violate any internationalrestrictions that may deter PREMIER from exhibiting in other countries throughout the world.          4.8 DHBTL shall conserve or repair as applicable any specimens that require laboratoryattention. All travel related expenses for repair purposes shall be paid by Premier.          4.9 DHBTL shall exert its best efforts to protect the parties from competition with respect tothis tour of specimens as described herein.          4.10 DHBTL will make available reasonable assistance in setting up the 1stExhibition in the Tour.          4.11 Premier shall acquire all Exclusive exhibition rights Duringthe TERM to all of the existing Specimens EX2004A(BEIJING) and exhibitry as attached here to in Exhibit “A”          4.12 DHBTL will allow Premier to use all Loaned Exhibitry asattached here to in Exhibit “B” for one year from receipt by PREMIER from DHBTL.          4.13 DHBTL represents and accordingly fully indemnifies Premier thatthe set of specimens known as EX2004A(BEIJING) and the Loaned Exhibitry asreferenced herein in no way infringes on any existing patents or copyrightsincluding but not limited to those associated with Guther Von Hagens, DowCorning, or any related or unrelated companies throughout the world.5. **Lease and Percentage Payments.**          5.1 PREMIER agrees to pay for the use of Specimens in the Exhibition calculated as follows:
 

 
          5.2 PREMIER agrees to pay and DHBTL agrees to accept a payment of ONE MILLIONDOLLARS US ($1,000,000 US) each year for the term of the agreement including allextensions thereof to lease the Exhibition.          5.3 PREMIER will transfer TWO HUNDRED and FIFTY THOUSAND DOLLARS US($250,000 US) into an escrow account which shall be released to DHBTL, uponDeparture of the specimens from DHBTL to Premier of the Exhibitry and theSpecimens more fully described in Exhibit “A” and “B” attached hereto toPREMIER at a designated place outside of the People Republic of China.          5.4 The additional 3 payments of TWO HUNDRED and FIFTY THOUSANDDOLLARS US ($250,000 US) each will be transferred to DHBTL’s designatedaccount each quarter beginning 3 MONTHS after the initial payment.          5.5 For each subsequent year PREMIER agrees to pay DHBTL ONEMILLION DOLLARS US ($1,000,000 US) in 4 equal payments of TWO HUNDRED and FIFTYTHOUSAND DOLLARS US ($250,000 US) on a quarterly basis.          5.7 Any and all payments under this Agreement shall be made in United States Dollar(USD) or such other currency as may be mutually agreed between the Parties, and by wiretransfer to the account designated by DHBTL or in such other method as may be mutuallyagreed between the Parties.          5.8 If any payment is delayed for [thirty (30)] days or more without any justifiablereason, such delay will be deemed a material breach of this Agreement.6. **Options to Extend**.DHBTL grants to PREMIER the following options:          6.1 PREMIER is hereby granted five (5) annual options (the “Annual Option(s)”) to extend theterm of this Agreement for an additional period of one (1) year each (the “Extension Period”)Extensions will be deemed to have been exercised unless PREMIER gives prior written notice to DHBTL60 days prior to the expiration of the term.          6.2 Whenever reference is made to the Term in this Agreement, such word shall mean and includeall Extension Periods if the Annual Options with respect thereto have been exercised.7. **Options for additional Specimens**          7.1 PREMIER will have the exclusive option to acquire and present a minimum of threeadditional touring Exhibitions featuring the anatomical samples designed by Dr. Sui. a. The first option shall apply to an exhibition that DHBTL expects to beavailable no later than October 2005 (EX2004B). The lease of this secondExhibition (EX2005B) will be the same or substantially similar to the conditionscontained in the lease of thefirst . The lease of the third Exhibition(EX2005A) will be the same or substantially similar to the conditions contained inthe lease of thefirst Exhibition(EX2004A(BEIJING)).  b. If Premier exercises any other the above mentioned options a separatelease agreement will be signed 30 days prior to delivery and the initial paymentwill be escrowed within 72 hours of written notice that specimens are ready fordelivery.
 

 
8. PREMIER agrees to protect, defend, and indemnify DHBTL and all related companies andindividuals from any claims that may arise by John Norman and his company, ExhibitionsInternational, as a result of this agreement conflicting with the pre-existing contractentered into between Dr. Sui and or a company that he owns or controls and John Norman and/orhis company, Exhibitions International, attached hereto as Exhibit_. Such indemnity andprotection shall extend to all reasonable legal fees. 9. Intentionally Deleted 10. **PREMIER Representations and Warranties.**PREMIER hereby represents and warrants that:          10.1 It is a Florida corporation and has the right and the complete authority to enter intothis Agreement.          10.2 PREMIER or any subsidiary has not entered into any agreement or granted any rights orundertaken any obligations, and will not do so during the Term, that will violate this agreement.          10.3 PREMIER shall not use the Specimens in a manner that might infringe on anyintellectual properties, copyrights, trade marks, etc. of any third party or parties.11. **DHBTL Representations and Warranties.**          11.1 DHBTL has the right and complete authority to enter into this Agreement and to undertakethe obligations set forth herein, including, but not limited to, any necessary shareholder andboard of directors approvals.          11.2 DHBTL operates legally in China and is a valid and existing corporation in good standingin its State of incorporation, as specified in the preamble to this Agreement.          11.3 Except as otherwise expressly disclosed in or expressly permitted under this Agreement,DHBTL or Dr. Sui, their heirs, executors, administrators, assigns, family members, agents,predecessors and successors, present and former affiliates, subsidiaries, legal representatives,principals, officers, directors, employees            have not assigned, licensed, leased or otherwiseconveyed any Specimens and shall not, during the Term of this Agreement, assign, license, lease orotherwise convey any Specimens to any person, other than those stated in this Agreement, and havenot entered into any agreement or granted any rights or undertaken any obligations, other thanthose stated in this Agreement and will not do so during the Term, that will or might violate itsagreements, or conflict with its obligations, hereunder.          11.4 DHBTL has the right and authority to use and/or to assign the right and authority toPREMIER to use all of the Specimens, trademarks, copyrights and other materials relating to theExhibition and the Tour. Prior to the effective date of this Agreement, and except as otherwiseexpressly disclosed in or expressly permitted under this Agreement, DHBTL will not and has notassigned, licensed or otherwise conveyed DHBTL’s right to use any or all of the Specimens ofEX2004A(BEIJING), trademarks, copyrights or other materials relating to the Exhibition and the Tourduring the Term.          11.5 DHBTL and Dr. Sui represent and warrant that no Specimens provided herein infringe on anyintellectual property rights, copyrights, trademarks, etc. held by any third party or partiesthroughout the world.          11.6 DHBTL is the sole legal responsible party for the Specimens.12. **Indemnities.**          12.1 DHBTL agrees to indemnify, defend and hold harmless PREMIER, its subsidiaries, parentcompanies, affiliates, agents, and assigns and their respective agents, its officers, employees,and directors, from and against any and all losses, damages, liabilities, claims, demands, andexpenses that PREMIER may incur or be liable for as a result of any claim, or proceeding made orbrought against PREMIER based upon, arising out of, or in connection with DHBTL breach of any ofits representations, duties or obligations hereunder. Such indemnify will not be more than twomillion US Dollars.
 

 
          12.2 PREMIER agrees to indemnify, defend and hold harmless DHBTL, its subsidiaries, parentcompanies, affiliates, agents, and assigns and their respective agents, officers, employees, anddirectors, from and against any and all losses, damages, liabilities, claims, demands, and expensesthat DHBTL may incur or be liable for as a result of any claim, or proceeding made or broughtagainst PREMIER based upon, arising out of, or in connection with PREMIER’ breach of any of itsrepresentations, duties or obligations hereunder. Such indemnify will not be more than two millionUS Dollars.          12.3 Each party shall give the other party prompt notice of any claim or notice coming withinthe purview of these indemnities. Upon the written request of any indemnitee, the indemnitor shallassume the defense of any claim, demand or action against such indemnitee, and shall upon therequest of the indemnitee, allow the indemnitee to participate in the defense thereof, suchparticipation to be at the expense of the indemnitee. Settlement by the indemnitee without theindemnitor’s prior written consent shall release the indemnitor from the indemnity as to the claim,demand or action so settled.13. **Trademark Rights**.          Neither party, by virtue of this Agreement, shall obtain or claim any right, title or interestin or to the other’s name, trademark or logo, except the right to use as specified herein andhereby acknowledges and agrees that all such use shall inure to the benefit of the respectiveowner. It is expressly agreed that PREMIER shall be the sole and exclusive owner of all trademarksutilized for the Exhibition and of all Exhibition logos.14. **Termination.**          14.1 The parties may terminate this Agreement in the event that (a) either PREMIER, or DHBTLfail to perform any material term, covenant or agreement to be observed or performed by them underthis Agreement, and such failure shall continue for twenty (20) days following written notice fromDHBTL or PREMIER subject to paragraph 2.5 above; (b) either PREMIER or DHBTL shall become insolventor admit their inability to pay their debts as they mature or shall both make an assignment for thebenefit of their creditors; (c) a proceeding in bankruptcy or for the reorganization of eitherPREMIER or DHBTL the readjustment of any of their debts under the Bankruptcy Code or any otherlaws, whether state or federal, for the relief of debtors shall be commenced by either PREMIER orDHBTL, or shall be commenced against both PREMIER and DHBTL and not discharged within sixty (60)days after the commencement thereof; or (d) a receiver or trustee shall be appointed for eitherPREMIER or DHBTL for any substantial part of their assets, or any proceeding shall be institutedfor dissolution or the full or partial liquidation of either PREMIER or DHBTL.          14.2 Within thirty (30) days of termination of the Agreement Term, PREMIER at the request ofDHBTL shall forthwith return to DHBTL or otherwise dispose of as DHBTL may direct all pamphlets,literature, photographs, catalogues, advertising material, specifications, cost estimates and othermaterials, documents and papers whatsoever belonging to DHBTL and sent to DHBTL relating to theExhibition (other than correspondence between the PREMIER and DHBTL) which PREMIER may have in itspossession or under its control, except that DHBTL shall have the right to retain one (1) copy ofeach of the foregoing for archival purposes.          14.3 If either party brings an action against the other to enforce any condition or covenantof this Agreement or for breach of its obligations under this Agreement,          14.4 Within 14 days of the Termination of this Agreement, PREMIER shall make the specimensavailable to DHBTL for pick up and guarantee that the specimens are in good condition minus normalwear and tear. Premier shall coordinate the logistics on behalf of Dr. Sui and DHBTL.15. **Non-Competition.**          15.1 DHBTL, agree that, during the Term hereof, it will not directly engage in any other businessrelating to the presentation of an exhibition concerning Specimens (EX2004A (BEIJING), either as aproprietor, partner, investor, shareholder, director, officer, employee, principal, agent, advisor,or consultant.16. **Miscellaneous**.
 

 
          16.1 Other Documents. Each of the parties hereto shall execute and deliver such otherand further documents and instruments, and take such other and further actions, as may bereasonably requested of them for the implementation and consummation of this Agreement and thetransactions herein contemplated.          16.2 Parties in Interest. This Agreement shall be binding upon and inure to thebenefit of the parties hereto, and the successors and assigns of all of them, but shall not confer,expressly or by implication, any rights or remedies upon any other party.          16.3 Notices. All notices required to be given under the terms of this Agreementshall be in writing (including Email and facsimile transmissions, provided that a copy thereof isalso sent by certified or registered air mail on the same day as such email or facsimiletransmission) 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 a nationally recognizedovernight delivery service or certified or registered air mail, return receipt requested, asfollows:If to DHBTL, addressed to: If to PREMIER, addressed to:Premier Exhibitions, Inc.