EXHIBIT 10.10

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of October 17, 2005, by and among Premier Exhibitions, Inc., a
Florida corporation (the "Company") and the purchasers signatory hereto
(together, the "Purchasers").

         WHEREAS, in connection with certain Subscription Agreements among the
Purchasers and the Company (together, the "Subscription Agreements"), the
Company has agreed to issue and sell to the Purchasers: (i) up to an aggregate
of up to 3,000,000 shares of its Common Stock at a purchase price of $1.67 per
share of Common Stock; and (ii) and Warrants to purchase up to 2,000,000 shares
of Common Stock at $2.50 per share (that being Warrants to purchase 13,320
shares of Common Stock for each 20,000 shares of Common Stock subscribed for);

         WHEREAS, the Company has agreed to provide certain registration rights
with respect to the Common Stock and the Common Stock underlying the Warrants
(the "Warrant Shares").

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below. Other terms are defined as set forth herein.

         "Advice" shall have the meaning set forth in Section 6(c).

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the common stock of the Company, $.001 par value
per share.

         "Effectiveness Date" means, with respect to the initial Registration
Statement to be filed hereunder, the earlier of (a) 180 days of the Final
Closing; provided, however, that to the extent the Commission fails to issue a
comment letter to the Company within 28 days of the Company's initial filing of
its Registration Statement or 5 days following the Company's filing of an
amendment to its Registration Statement, such 180 day period shall be increased
by each day of such Commission's failure in excess of the requisite periods, as
applicable, and (b) the tenth Trading Day following the date on which the
Company is notified by the Commission that the Registration Statement will not
be reviewed or is no longer subject to further review and comments.

         "Effectiveness Period" shall have the meaning set forth in Section
2(a).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Filing Date" means, with respect to the Registration Statement
required to be filed hereunder within 45 days of the Final Closing.

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         "Final Closing" means the later of the final acceptance by the Company
of Subscription Agreements from Purchasers or October 17, 2005.

         "Holder" or "Holders" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

         "Losses" shall have the meaning set forth in Section 5(a).

         "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

         "Registrable Securities" means all of the Common Stock and the Warrant
Shares, together with any shares of Common Stock issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing.

         "Registration Statement" means the registration statements required to
be filed hereunder, including (in each case) the Prospectus, amendments and
supplements to the registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in the registration
statement.

         "Rule 144(k)" means Rule 144(k) promulgated by the Commission pursuant
to the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Trading Day" means a day on which the principal exchange on which the
Common Stock is then listed is open for purposes of trading securities.

Registration.

On or prior to the Filing Date, the Company shall use its commercially
reasonable best efforts to prepare and file with the Commission the Registration


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Statement covering the resale of all of the Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415. The Registration
Statement required hereunder shall be on Form SB-2 (or any other appropriate
form, without limitation, as the Company may determine). The Company shall use
its commercially reasonable best efforts to cause the Registration Statement to
be declared effective under the Securities Act as promptly as practicable after
the filing thereof and prior to the Effectiveness Date, and shall use its
commercially reasonable best efforts to keep the Registration Statement
continuously effective under the Securities Act until the date when all
Registrable Securities covered by the Registration Statement have been sold or
may be sold without volume restrictions pursuant to Rule 144(k) (the
"Effectiveness Period").

Registration Procedures.

         In connection with the Company's registration obligations hereunder,
the Company shall:

(i) Prepare and file with the Commission such amendments, including
post-effective amendments, to the Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep the Registration Statement
continuously effective as to the applicable Registrable Securities for the
Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act
all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably practicable to any comments received from the Commission
with respect to the Registration Statement or any amendment thereto; and (iv)
comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the applicable period.

Notify the Holders as promptly as reasonably practicable (i) of the receipt by
the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose; or (ii) of the occurrence of any event or passage
of time that makes the financial statements included in the Registration
Statement ineligible for inclusion therein or any statement made in the
Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that
requires any revisions to the Registration Statement, Prospectus or other
documents.

Use commercially reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of
the Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, as soon as reasonably practicable.

Promptly deliver to each Holder, without charge, as many copies of the
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Holder may reasonably request in
connection with resales by the Holder of Registrable Securities. Subject to the
terms of this Agreement, the Company hereby consents to the use of such

<PAGE>

Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto, except after
the giving on any applicable notice pursuant to Section 3(b) and/or 3(c).

If requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be delivered to a purchaser pursuant to the Registration Statement.

If the Company notifies any Holder to suspend the use of any Prospectus until
the necessary or desirable changes to such Prospectus have been made (or the
occurrence of the event described in Section 3(b) or 3(c) hereof) then such
Holder shall immediately suspend use of such Prospectus. The Company shall be
entitled to exercise its right under this Section 3(g) to suspend the
availability of a Registration Statement and Prospectus as it may determine in
good faith to be in the best interests of the Company.

Comply with all applicable rules and regulations of the Commission.

The Company may require each Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by such
Holder and, if required by the Commission, the person thereof that has voting
and dispositive control over such Common Stock, which statement shall include
such other information as may be necessary or desirable to assist the Company in
completing its obligations herein.

Registration Expenses. All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company,
whether or not any Registrable Securities are sold pursuant to the Registration
Statement.

Indemnification.

Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, agents and employees of each of them, each person who
controls any such Holder (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys' fees)
and expenses (collectively, "Losses"), as determined by a court of competent
jurisdiction in a final judgment not subject to appeal or review arising out of
or relating to any untrue or alleged untrue statement of a material fact
contained in the Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of Prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent that (i) such untrue statements or
omissions or alleged untrue statements or omissions are based upon information
regarding such Holder furnished in writing to the Company by such Holder for use

<PAGE>

therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities or (ii) in
the case of the provision by the Company to the Holder of the notice described
in Section 3(f), the use by such Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is
outdated or defective. The Company shall notify the Holders promptly of the
institution, threat or assertion of any proceeding of which the Company is aware
in connection with the transactions contemplated by this Agreement.

Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and
employees, each person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, to the
extent arising out of or based upon: (x) such Holder's failure to comply with
the Prospectus delivery requirements of the Securities Act or (y) any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of Prospectus, or in any amendment or
supplement thereto or in any preliminary Prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading (i) to
the extent that such untrue statement or omission is contained in any
information so furnished in writing by such Holder to the Company or (ii) to the
extent that (1) such untrue statements or omissions are based upon information
regarding such Holder furnished in writing to the Company by such Holder, or to
the extent that such information relates to such Holder or such Holder's
proposed method of distribution of Registrable Securities or (2) the use by such
Holder of an outdated or defective Prospectus after the Company has notified
such Holder that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(c). In no event
shall the liability of any selling Holder hereunder be greater in amount than
the greater of (i) the dollar amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such indemnification
obligation, or (ii) the dollar amount of the Holder's initial investment in
Units.

Contribution. If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party (by reason of public policy or otherwise),
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in this Agreement, any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

<PAGE>

Miscellaneous; Piggyback Registrations.

Remedies. In the event of a breach by the Company or by a Holder, of any of
their obligations under this Agreement, each Holder or the Company, as the case
may be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Holder agrees that
its sole remedy in the event the Company does not meet the Filing Date or the
Effectiveness Date shall be an action by the Holder for specific performance
(i.e., the Holder shall not be entitled to any monetary damages).

Compliance. Each Holder covenants and agrees that it will comply with the
Prospectus delivery requirements of the Securities Act as applicable to it in
connection with sales of Registrable Securities pursuant to the Registration
Statement.

Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(b) and/or 3(c), such
Holder will forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
Section 6(c).

Piggy-Back Registrations. If at any time during the Effectiveness Period there
is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents, then the Company shall send to the
Holder a written notice of such determination and, if within 15 days after the
date of such notice, such Holder shall so request in writing delivered to the
Company, the Company shall include in such registration statement all or any
part of such Registrable Securities such Holder requests to be registered,
subject to customary underwriter cutbacks applicable to all holders of
registration rights; provided, that, the Company shall not be required to
register any Registrable Securities pursuant to this Section 6(d) that are
eligible for resale pursuant to Rule 144(k) or that are the subject of a then
effective Registration Statement

Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders of
50% of the outstanding Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of certain Holders and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of all of the Registrable Securities to which such waiver or consent
relates.

<PAGE>

Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be made in accordance with the
provisions of the Subscription Agreement.

Successors and Assigns. This Agreement and all covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto (including without limitation transferees of any Registrable
Securities), whether so expressed or not.

Execution and Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same agreement.

Governing Law. This Agreement shall be governed by and construed under the laws
of the State of New York without regard to principles of conflict or choice of
laws of any jurisdiction.

Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction.

Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.

Independent Nature of Purchasers' Obligations and Rights. The obligations of
each Purchaser hereunder are several and not joint with the obligations of any
other Purchaser hereunder, and no Purchaser shall be responsible in any way for
the performance of the obligations of any other Purchaser hereunder. Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed
to constitute the Purchasers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Purchasers are in
any way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Purchaser shall be entitled to protect and
enforce its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.

                  [Remainder Of Page Intentionally Left Blank]


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                 [Registration Rights Agreement Signature Page]



         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                            PREMIER EXHIBITIONS, INC.


                            By:
                                -----------------------------------------------
                            Name:      Arnie Geller
                                    -------------------------------------------
                            Title:   President & Chief Executive Officer
                                  ---------------------------------------------



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