EXHIBIT 10.15

                                BODIES EXHIBITION

                                   TERM SHEET
                                April 13th, 2005

         The intent of this document (the "`Term Sheet") is to set out the terms
of an agreement between Premier Exhibitions, Inc., a Florida corporation, having
its principal place of business at 3340 Peachtree Road, Suite 2250, Atlanta,
Georgia 30326 ("PB") and SAM Tour (USA), Inc., a Delaware corporation having its
principal place of business at 8099 Palomino Drive, Naples, Florida ("CPI") made
with effect as of this 13th day of April, 2005. This document is intended to be
a binding agreement between PE and CPI with respect to the subject matter hereof
until terminated or replaced by the definitive agreement(s).

                                 Confidentiality

         The terms and conditions described in this Term Sheet, including its
existence, shall he confidential information and shall not be disclosed to any
third party. If either party determines that it is required by law to disclose
information regarding this Term Sheet or to file this Term Sheet with any
governmental agency or authority, it shall, within a reasonable time before
making any such disclosure or filing, consult with the party regarding such
disclosure or filing and seek confidential treatment for such portions of the
disclosure or filing as may be requested by the other party.


                          Proposed Terms and Conditions
Overview

         PE owns, controls and operates an exhibition known as "Bodies
Revealed", an anatomy exhibition that is intended to tour the world, the first
such exhibition being currently exhibited in Seoul, Korea. CPI and PE wish to
enter into an agreement to produce and promote "Bodies Revealed" exhibitions in
six (6) select markets throughout North America and the rest of the world.

Representations

         PE hereby represents and warrants, and recognizes that CPI has relied
on such representations and warranties in committing to complete the
transactions herein contemplated, as follows:

the historical information as to the dates, places and attendance of exhibits
presented by PE's competitor during the period 1996 through October 2004, a copy
of which is attached to this Term Sheet for identification, was obtained from
information released by the competitor which PE believes to be accurate and
complete in terms of the activity of the competitor over the period reported;

<PAGE>

the "Breakeven Case" spreadsheet prepared by PE, a copy of which is attached to
this Term Sheet for identification, represents PE's best estimation and forecast
based on all available to it, the conclusion drawn from which it believes to be
accurate;

PE knows of no other actual or potential competitor for the "Bodies Revealed"
exhibition other than: Von Hagens who presently have exhibitions in Cleveland
and Chicago having just completed an exhibition in Los Angeles; and, the "rogue"
exhibitor in San Francisco;

To the best of PE's knowledge and belief, there is no other acceptable
technology for the preservation and exhibition of human bodies other than: the
process used by the competitor, Von Hagens (plastination); and, the "polymer
preservation" process patented by Dow Corning and licensed (the chemical patent
and the use patent) exclusively to Corcoran Laboratories for the preservation of
human bodies, Corcoran Laboratories being the party with whom PE has contracted
for its exclusive use in the presentation of "Bodies Revealed" exhibits. As a
consequence of its contractual arrangement with Corcoran Laboratories PE is
satisfied that no third party is entitled to use the "polymer preservation"
process to compete with the "Bodies Revealed" exhibition; and

PE is informed and believes that the "rogue" competitor was formerly
involved/associated with the Von Hagens and obtained the exhibit from someone in
China who did not have the legal right to use the Dow Corning process and as a
consequence PE expects Corcoran Laboratories Inc. will be able to enjoin the
continuing exploitation by the "rogue" exhibitor.

Term

         This agreement between PE and CPI will be for four (4) exhibitions, one
in each of four (4) markets (individually an "Exhibition"). The Term shall be
from this date until the last day of the last Exhibition exhibited by CPI
pursuant to this agreement. Each Exhibition shall last at least six (6) months
with CPI having an option to extend these Exhibitions with terms continuing if
business so warrants. CPI may close Exhibitions earlier so long as it consults
with PE in advance.

         With the exception of PE's prior obligation to deliver an exhibition of
"Bodies Revealed" for exhibit in Earlscourt, England within the next 18 months
for a "one run" exhibit, during the Term, CPI shall have the right, to the
exclusion of third parties, to exclusively exploit the first four (4) [six (6)
in the case of extension, if applicable] exhibitions of "Bodies Revealed" and
this agreement shall be exclusive in the sense that PE shall refer all enquiries
from potential third party exhibitors to CPI and PE shall not be entitled to
contract for the delivery of a "Bodies Revealed" exhibition to a third party or
present the exhibit itself until such time as CPI shall have selected and booked
the four (4) Exhibitions [six (6) in the case of extension]. In the event of a
delay in the selection of markets on the part of CPI, CPI agrees to consider
allowing PE to book with third parties newly created exhibitions that are ready
for presentation on a basis which would allow PE to reduce storage costs so long
as CPI is not adversely affected economically, CPI shall disclose all offers it
receives from potential third party exhibitors.

         During the Term, CPI shall be entitled to renew, modify, amend and/or
extend the Term of the agreement arising out of this Term Sheet, as follows:

<PAGE>

provided that CPI shall have given notice prior to a date which is sixty (60)
days following the opening to the public of the third (3rd) Exhibition, for two
(2) additional exhibitions on the same terms and conditions [with the exception
of the guaranty amount which shall be $500,000, per Exhibition] recognizing that
in the case where the $1,000,000 loan hereafter described is outstanding, the
guaranty amount of $500,000 per Exhibition would be a set off against principal
and accrued interest repayment by PE of the loan. For greater certainty and
notwithstanding any other provision herein to the contrary, should CPI extend
for the 2 additional Exhibitions, the effect of setting off the guaranty amount
of $1,000,000 against the Loan would be that CPI would return to PE the
principal and interest payments made on the Loan by PE; and

provided that CPI shall have given notice prior to a date which is sixty (60)
days following the opening to the public of the fifth (5th) Exhibition, for six
(6) additional Exhibitions on the same terms and conditions with the exception
of the modifications set out in paragraph 0 and

provided that CPI shall have given notice prior to a date which is sixty (60)
days following the opening of the twelfth (12th) Exhibition, and only in the
case where there is a twelfth (12th) Exhibition, and only in the case where
there is a twelfth (12th) Exhibition, for a period of ninety (90) days, CPI
shall have the right to negotiate to the exclusion of all third parties a
further renewal, extension, modification of this agreement and PE agrees to
negotiate in good faith.

PE Contributions/Commitments

         PE shall be responsible for, and shall contribute, the following:

          -    each Exhibition,  containing human specimens of top quality, free
               and clear of any adverse  claims that might  prevent or otherwise
               interfere with exhibition by CPI as herein contemplated

          -    proprietary  protection  in that PE  shall,  to the best of their
               abilities,  cause Corcoran Laboratories to prosecute and actively
               pursue   to   enjoin   any  and  all  uses  of  its   proprietary
               "plastination"  process  anywhere  in  the  world  whereby  third
               parties attempt to compete with "Bodies Revealed" type exhibits

          -    pipe and drape and all casing exhibition materials et al

          -    care and custody of each Exhibition  until the point in time that
               CPI  takes  possession  and  control  for  purposes  of  physical
               delivery to the venue at which CPI will next  produce and promote
               the Exhibition and from and after  completion of each  Exhibition
               (the  intervening  period being referred to as the  "Exhibition's
               Run").  Note: PE has represented that it is standard practice for
               the presenter to be responsible for transporting the exhibit from
               its  place of rest to the  venue  at which it is to be  exhibited
               next,  whereas,  in the case of the live entertainment  business,
               the  standard  practice  is  for  the  owner  of the  show  to be
               responsible for transporting the show to the next venue.

          -    insurance to cover each Exhibition and liability insurance, to be
               treated as a reimbursable expense during the Exhibition's Run

<PAGE>

          -    gift shop and items  (all  costs  shared  equally  between PE and
               CPI), with third-party merchandiser a possibility

          -    existing  marketing  designs  and  concepts  with  new ones to be
               developed jointly

          -    designers  employed  and/or  retained  by PE  have  designed  the
               "Bodies Revealed" exhibit and the design has been copyrighted

          -    the  services of Dr. Roy Glover,  Professor  Emeritus of Anatomy,
               University of Michigan,  to  participate  in marketing and public
               relation projects to promote each Exhibition

          -    its  know how and  expertise  rendered  from  time to time and as
               needed by those of its senior staff  experienced  not only in the
               exploitation  of  exhibitions   generally  but  also  exhibitions
               similar  in  nature  to  "Bodies  Revealed",  all  with a view to
               guiding and assisting CPI to maximize revenues and net profits.

CPI Contributions/Commitments

         CPI will contribute the following:

          -    marketing and publicity expertise

          -    identifying and procuring appropriate venues

          -    funding  for all  direct  and  indirect  costs of  producing  and
               promoting the Exhibition in each locale,  which without  limiting
               the generality of the foregoing shall include;  transportation of
               the Exhibition from its then current locale within the USA to the
               venue  at  which  it  is  to  be   exhibited,   rent,   staffing,
               maintenance,  extra  lighting  (if  none or  minimal  in  house),
               security,  insurance  coverage for the Exhibition's Run, the cost
               of marketing and publicity (the "Local Costs")

Mutual Contributions

         Both parties will mutually agree to the following:

          -    selection of markets

          -    dates of Exhibitions

it being understood and agreed that the parties will be commercially reasonable
in the selection of markets and schedules [minimize storage (downtime) and
transportation costs (proximity)] for the Exhibitions and CPI will act in good
faith when asked to consider proposals made by PE for the use of exhibits when
CPI has not as yet selected and booked markets so that PE can minimize its costs
in making exhibits available to CPI.

<PAGE>

Consideration

         As consideration for the PE contributions/commitments and the
entitlement to produce and promote the four (4) Exhibitions, CPI agrees to: (i)
advance to PE a credit facility of $1,425,000; (ii) pay PE a non-refundable
recoupable guaranty of $425,000 for the first Exhibition and $500,000 for the
second, third and fourth Exhibitions payable on the opening date of each
Exhibition with the exception of the guaranty payment for the last Exhibition
which CPI may pay by delivering a promissory note in the principal amount of
$500,000 and repayable without interest on September 30, 2006 (the "Initial
Guaranty Amount"); (iii) loan PE the sum of $1,000,000 repayable quarterly on
account of principal in the amount of $100,000 in 2005 commencing September 30th
and $150,000 in 2006 and thereafter together with interest at the rate of ten
percent per annum calculated monthly not in advance and repayable in full in any
event of the last date of the Term (the "Loan"); and (iv) pay to PE a share of
the net profits earned from the Exhibitions on a cross collateralized basis (the
"PE Profit Share").

Credit Facility

         The Credit Facility shall bear interest at the rate of 10% per annum
calculated monthly from and after the earlier of the due date or the date of
demand, shall be repaid by crediting principal with the guaranty amounts to be
paid by CPI to PE; each and every time an Exhibition opens to the public
(including the payment made by delivery of the promissory note), and, any
remaining unpaid balance of principal and interest accrued thereon shall become
immediately due and payable on September 30, 2006. In the event that either: the
parties are unable to agree upon the selection of cities and dates for
Exhibitions, acting reasonably; and/or, PE refuses or is unable to provide the
Exhibitions as herein contemplated, CPI shall be entitled to demand payment on
the Note. Forthwith following acceptance of this Term Sheet, PE agrees to
provide CPI with formal evidence of indebtedness together with a general
security interest over the assets and undertaking of PE.

PE Profit Share

         "Net Profit" shall mean all revenues generated by all the Exhibitions
and received by CPI and/or PE [and in those cases where received by PE. PE shall
immediately pay over to CPI which may include, without limiting the generality
of the foregoing; admission ticket sales, sponsorship, merchandise sales, ticket
master rebates, parking and other concessions, guarantees and advances from any
source; less, the Local Costs and the Guaranty Amount (being the Initial
Guaranty Amount plus the Further Guaranty hereafter described) for the
Exhibitions taken as a whole.

         Net Profit shall be calculated bimonthly on or about the 15th and last
days of each and every month (practical cut off dates) and within a reasonable
period thereafter CPI shall provide PE with an up-to-date accounting for each
Exhibition then being exhibited together with a cumulative consolidated
accounting for the Exhibitions taken as a whole accompanied by payment of the
amount then owing to PE on account of its share of Net Profit which amount shall
be paid as an advance against eventual payment of the amount due to PE
calculated on the basis of the methodology outlined on the attached worksheet.

<PAGE>

         Net Profit from all Exhibitions taken as a whole shall be shared by CPI
and PE on the following basis:

first, Net Profit up to and including an amount equal to the aggregate of all
Local Costs plus the Guaranty Amount (the "50:50 Split Point") shall be shared
equally;

the next  $1,500,000.  of the Net Profit  after the 50:50  Split  Point shall be
shared  60:40  favoring PE of which CPI shall be  entitled  to first  deduct and
retain the sum of $175,000.; and

thereafter, the Net Profit shall be shared 70:30 favoring PE.

Further Guaranty

         From and after the point in time that the gross revenues from the sale
of admission tickets to all Exhibitions exceeds $10,000,000., in the case of the
base four (4) Exhibitions [$15,000,000. in the case of the six (6) Exhibitions],
from its share of Net Profit in excess of the 50:50 Split Point, and only from
its share of Net Profit in excess of the 50:50 Split Point, CPI agrees to
advance, from time to time, an amount equal to 50% of its share of Net Profit in
excess of the 50:50 Split Point to a maximum of $3,000,000., as illustrated on
the attached worksheet (the "Further Guaranty"). After Exhibition Six (6) the
concept of a Further Guaranty shall not be applicable.

         In the event that CPI elects to extend this agreement for a further six
(6) Exhibitions affix the sixth (6th) Exhibition, the financial terms of this
agreement shall be modified as follows:

Extension

         In the event that CPI elects to extend this agreement for a further six
(6) Exhibitions after the sixth (6th) Exhibition, the financial terms of this
agreement shall be modified as follows:

the guaranty amount for the additional six (6) Exhibitions shall be $6,000,000
payable $1,000,000 in cash on the date that each of Exhibitions seven (7)
through eleven (11) open to the public;

with the exception any "Bodies Revealed" exhibitions being presented by third
parties approved by CPI during the Term as extended, CPI shall continue to have
the right, to the exclusion of third parties, to exclusively exploit the
additional six (6) exhibitions of "Bodies Revealed" and this agreement shall
continue to be exclusive in the sense that PE shall refer all enquiries from
potential third party exhibitors to CPI. However, should CPI decline a third
party offer, one that PE is willing to accept, PE, shall be at liberty to book
the exhibition so long as, and only so long as, PE is able to make another
"Bodies Revealed" exhibition available to CPI on no less than ninety (90) days
prior notice. In the event that CPI requires an exhibit that would otherwise be
available and deliverable by PE within the ninety (90) notice period, CPI may
require that PE keep such exhibit available to CPI so long as CPI agrees to pay
PE's costs (storage and license fees for the specimens), in which event such
costs shall be treated as Local Costs;

Net Profit from Exhibitions seven (7) through twelve (12), taken as a whole,
shall be shared by CPI end PE on the following basis:

<PAGE>

first, Net Profit up to and including an amount equal to one hundred and
twenty-five percent (125%) of the aggregate of all Local Costs and the Guaranty
Amount [for all Exhibitions covered by the extension taken as a whole] (the
"60:40 Split Point") shall be shared 60:40 favoring PE; and

thereafter the Net Profit shall be shared 70:30 favoring PE; and

CPI shall make advances against PE's share of the Net Profit in the same manner
as was the case for Exhibitions one (1) through six (6).

Binding Agreement

         As soon as possible following acceptance of this Term Sheet the parties
agree to instruct legal counsel and do all manner of things necessary or
advisable to incorporate all of the terms of this term sheet into a binding
definitive formal agreement(s) by no later than May 13th, 2005 failing which
either party shall be at liberty to declare any agreement arising out of this
Term Sheet at an end and require that the transaction be unwound.
Notwithstanding the foregoing, it is understood and agreed that the right to
terminate and unwind shall only arise in the circumstance where the party
exercising the right has acted in good faith and has been commercially
reasonable in their attempts to negotiate the definitive agreement(s).

Interim Financing

         PE represents that its wholly owned subsidiary corporation, RMS
Titanic, Inc., a Florida corporation ("RMST'), currently has 3 exhibitions
running that it owns and operates free and clear of all encumbrances, namely:
Titanic exhibits in Las Vegas; Columbus; and, Baltimore. The Las Vegas
presentation opened only 1 week ago and already PE/RMC is forecasting a net
profit of more than $3.0M. Similarly the exhibits in both Baltimore and Columbus
have been open only 2 to 3 weeks and early indications support forecasted net
profits for each of over $2.0M.

         PE has immediate need for the proceeds of the Credit Facility and the
Loan and CPI is willing to accommodate an early advance of the Credit Facility
and the Loan on and Subject to the following terms and conditions:

PE and RMST would provide a joint and several debt instrument that becomes due
and payable on May 13th, 2005;

the Note would he secured by the net admission ticket receipts [which RMST is
now entitled to and is receiving on an ongoing basis] of the 3 Titanic
exhibitions currently running;

the debt instrument and the security in support thereof shall be in form and
content satisfactory to CPI's legal counsel;

the enforceability, validity, due execution and priority of the debt instrument
and the security shall be opined upon by attorneys acceptable to CPI; and

the costs of the Interim Financing transaction shall he paid by PE.

<PAGE>

         The definitive agreements shall replace the documentation contemplated
in this paragraph 12 with the exception that the Loan shall continue to be
secured as contemplated in this paragraph 12 on the understanding that so long
as PE is not in default, CPI would not take any action to enforce its security
and would postpone and subordinate to subsequent financing so long as any such
subsequent financing does not impair its security, such determination to be made
by CPI acting reasonably.

         For greater certainty and just to be sure that there are no
misunderstandings in this regard, from the initial closing funds it is
understood and agreed that a portion of the funds shall be directed to CCE to
pay off a prior existing lien filed with the UCC [approximately $50,000.] and
that CPI will cooperate in the closing of the transaction whereby PE acquires
the "Bodies Revealed" exhibition now being exhibited in Seoul by providing a
substantial portion of the purchase price and subordinating its security
interest to a vendor take back interest in favor of CCE.

Premier Exhibits, Inc.                  RMS Titanic, Inc.

By:       /s/ Arnie Geller                    By:     /s/ Arnie Geller
          -----------------------------               -------------------------
Name:         Arnie Geller                    Name:       Arnie Geller
          -----------------------------               -------------------------
Title:     President & CEO                    Title:   President & CEO
          -----------------------------               -------------------------


SAM Tours (USA), Inc.

By:       /s/ David C. Bennett
          -----------------------------
Name:         David C. Bennett
          -----------------------------
Title:
          -----------------------------

<PAGE>


To:               Arnie Geller- Premier Exhibitions, Inc. ("PE")
                  Amy Granat and Steve Traxler, JAM Exhibitions, L.L.C. ("JAM")
                  Michael Cohl, Concert Productions International Inc. ("CPI")

And to:           Brian Wainger, counsel to PE
                  Jeffrey Goldberg, counsel to CPI

From:             John Perkins, SAM Tour (USA), Inc. ("SAM")

Date:             Thursday August 19, 2005 .

         Whereas, PE, on the one hand, and SAM, CPI and JAM on the other, will
each say that they have acted in good faith and been commercially reasonable in
their attempt to negotiate the definitive agreement(s) (the "Definitive
Agreement") contemplated by the Term Sheet between PE and SAM dated April 13,
2005 (the "Term Sheet") and the other has not;

         And whereas the negotiation has therefore been frustrated and rather
than pursue a litigious solution the parties have agreed to proceed in the
manner described below in the hope that working together they can resolve issues
which may have been the source of the frustration in the negotiation process
with a view to then being able to complete the Definitive Agreement and move
forward in the manner all as more particularly set out in the Term Sheet.

1. The parties are in agreement as to the following statements/facts:

         (i)      SAM has delivered notice demanding repayment of the
                  $2,425,000. plus interest, where applicable, owing by PE to
                  SAM on account of the "Interim Financing"- paragraph 13 of the
                  Term Sheet (the `Bridge Loan"), evidenced by a promissory note
                  (the "Note") and a security agreement by and between PE and
                  SAM, dated as of March 31, 2005 (the "PE Security Agreement")
                  and a security agreement by and between RMS Titanic Inc. and
                  SAM, dated as of March 31, 2005 (the "RMS Security Agreement"
                  and together with the PE Security Agreement, the "Security
                  Agreements");

         (ii)     John Perkins, as nominee for SAM, is party to a subscription
                  agreement dated March 31, 2005, pursuant to which he purchased
                  300,000 shares of PE (the "Subscription Agreement");

         (iii)    John Perkins, as nominee for SAM ("JHP"), has delivered notice
                  demanding payment of the $500,000 owing by PE pursuant to a
                  certain put agreement (the "Put");

         (iv)     As additional security for the "Bridge Loan" PE has delivered
                  an assignment of ticket proceeds to SAM dated March 31, 2005
                  (the "Assignment");

         (v)      the CPI development and start up costs incurred to date are
                  $_________ ("CPI Costs")

         (vi)     the current schedule for the opening of prospective exhibits
                  is:
<PAGE>

                 a. August 2005                 Tampa
                 b. December 2005               ----------------------
                 c. December 2005               ----------------------
                 d. March 2006                  ---------------------- and
                 e. May 2006                    ----------------------;

2.       In the interest of avoiding litigation and with a view to completing
         the good faith negotiation of the Definitive Agreement the parties
         agree as follows:

          A.   SAM forebears in: (i) the commencement of legal proceedings for a
               breach of contract;  and,  (ii) the timely  collection of amounts
               due on the Bridge Loan and the Put;

          B.   the Tampa  Exhibit  proceeds  as is  contemplated  under the Term
               Sheet:  CPI  funds  all  operating  costs;  net  profit  is to be
               calculated  and  distributed  bi-monthly  etc. with the exception
               that  charges  or  expenses  incurred  in  respect  of any  other
               exhibits  are  not  to be  included  in  the  calculation  of net
               profits;  and,  the  guaranty of $425,000 to be paid by CPI to PE
               shall be directed to SAM to repay $425,000 on account of sums due
               under the Bridge Loan. For greater  certainty,  in furtherance of
               CPI's  obligation  to pay  the  operating  costs  for  the  Tampa
               Exhibit,  CPI agrees to  forthwith  reimburse  PE for all expense
               incurred by it for the Tampa Exhibit.

          C.   CPI shall have the  exclusive  third  party  right to promote and
               produce  Bodies  exhibitions as was  contemplated  under the Term
               Sheet (a "CPI  Exhibit")  with the exception  that PE can solicit
               offers from potential exhibitors includes museums and third party
               promoters and shall be entitled to contract such exhibits only if
               CPI shall have first been  offered the right to have such exhibit
               included  as one of their  exhibits  and  declined.  PE agrees to
               provide sufficient  supporting  information to permit CPI to make
               an informed  decision and CPI agrees to make its decisions within
               5  business  days of receipt  of PE's  notice of the third  party
               offer.  If CPI so elects,  such an  exhibit (a "CPI/PE  Exhibit")
               becomes one of the 4 exclusive exhibits  contemplated by the Term
               Sheet.  Financial  matters for CPI Exhibits  and CPI/PE  Exhibits
               shall be dealt with in the same manner as the Tampa  Exhibit (one
               of the 4 exclusive exhibits  contemplated by the Term Sheet) with
               the  exception  that  any and all  losses  from  prior  completed
               exhibitions (the Tampa Exhibit, CPI Exhibits and CPI/PE Exhibits)
               shall be treated as a cost of the next CPI  Exhibit or the CPI/PE
               Exhibit,  as the case may be, for  purposes  of  calculating  net
               profits.

         For greater certainty:

         i.       PE shall have the right, acting commercially reasonably, to
                  deny permission for a CPI Exhibit; and

         ii.      the parties shall establish a protocol and methodology for:
                  (a) holding, blocking and booking dates for upcoming
                  exhibitions; (b) the maintenance of a leads list that
                  identifies prospective venues to ensure that the other party

<PAGE>

                  does not interfere with or duplicate the efforts of the other;
                  (c) keeping one another fully informed as to ongoing
                  negotiations with prospective venues; and, (d) other matters
                  that will avoid conflict, confusion etc. in efforts to book
                  venues and operate exhibitions;

          D.   In the event that CPI has produced; or has contracted to produce,
               at least two (2) CPI Exhibits (exclusive of the Tampa Exhibit) by
               no  later  than  February   14th,   2006  (the   "Threshold"   or
               "Forbearance  Period"),  PE and CPI  agree to  forthwith  meet to
               negotiate and complete the Definitive  Agreement as  specifically
               detailed  in  the  Term  Sheet  and   subject   only  to  changes
               necessitated  by  facts  arising  from  the  contracting  for and
               operation  of the  CPI  Exhibits  and  CPI/PE  Exhibits  then  in
               existence.  In the event that the  Threshold  is not  attained by
               CPI,  PE shall be at liberty  terminate  CPI's  future  rights in
               respect of the promotion and production of Bodies exhibitions;

          E.   CPI shall  have the right to call this  arrangement  at an end at
               any time  during the period  commencing  the 14th day of October,
               2005 and ending  12:00 p.m. in Atlanta,  Georgia  December  15th,
               2005 by written  notice  delivered by telefax and/or email to the
               offices of PE;

          F.   PE specifically  agrees to defend,  indemnify,  and hold harmless
               SAM, CPI, JAM and all of their  respective  officers,  directors,
               shareholders,  agents and affiliates (the "Indemnitees") from any
               loss, claim,  damage,  liability,  cost or expense (including but
               not limited to all reasonable  attorney's fees and other costs of
               litigation or  arbitration)  resulting from any claim asserted by
               Plastination Company, Inc. (or its officers,  directors, parents,
               successors,    joint   venturers,    joint   authors,   partners,
               shareholders or any of their respective heirs or assigns) against
               PE or any  Indemnitee  without  regard to the nature of the claim
               asserted;

          G.   In the event  that  this  arrangement  terminates  as a result of
               either  party's  right to terminate  (paragraph D and E) PE shall
               pay: (i) the then unpaid balance of the Bridge Loan; (ii) the CPI
               Costs; (iii) the Put (subject to delivery of the PE shares); and,
               (iv) the return of all prior bi-monthly distributions paid by CPI
               and/or JAM to PE to the extent of 50% of the aggregate net losses
               arising from the Tampa  Exhibit,  the CPI Exhibits and the CPI/PE
               Exhibits (together the "Amount Due"), as follows:

                           the lesser of the Amount Due or $1.0M shall be paid
                           30 days after the date of termination (the "First
                           payment") and thereafter the remaining unpaid
                           balance, of the Amount Due shall be repaid in monthly
                           installments of $125,000. The unpaid balance of the
                           Amount Due shall become due and payable on the date
                           which is 6 months after the date of termination. In
                           the event that PE repays the Amount Due in full prior
                           to the due date, which PE shall have the right to do
                           without penalty, then PE shall be entitled to an
                           effective interest rate of 9% if repaid in the 4th
                           month after the First Payment, 8% in the 3rd month,
                           7% in the 2nd month and 6% in the first month.

<PAGE>

STATEMENT OF PRINCIPLE:

         This conciliatory plan of resolution has been reached by the parties
acting in good faith and each represents and warrants to the other of them that
the negotiation of this arrangement has been a bona fide attempt on each of
their parts to come to the Definitive Agreement subject only to CPI attaining
the Threshold with the view to avoiding a lawsuit and making amicable provisions
for the repayment of monies due by PE to SAM, CPI and JAM in the event that the
Threshold is not attained.

         H.       NO FUTURE OBLIGATION: PE acknowledges that SAM, CPI and JAM
                  are under no obligation to extend the Forbearance Period
                  beyond October 14, 2005 as set forth in section E above.

         I.       NO WAIVER. The obligations of SAM, CPI and JAM hereunder shall
                  not prejudice, diminish nor act as a waiver of SAM, CPI and
                  JAM's rights to enforce any such right or remedy in the event
                  of a default by PE hereunder or after the expiration of the
                  Forbearance Period. The obligations of PE hereunder shall not
                  prejudice, diminish nor act as a waiver of PE's rights to
                  enforce any such right or remedy in the event of a default by
                  SAM, CPI and JAM hereunder or after the expiration of the
                  Forbearance Period.

         J.       REPRESENTATIONS AND OBLIGATIONS. PE represents and warrants to
                  SAM, CPI and JAM and agree that:

         i.       PE has requested CPI, SAM and JAM to forbear from exercising
                  its rights and remedies under the Bridge Loan, Put and
                  Assignment to the extent provided herein and that such request
                  is in the best interests of PE.

         ii.      PE will execute from time to time such agreements, instruments
                  or other documents as reasonably requested by CPI, SAM or JAM
                  to effectuate the terms of this Agreement.

         iii.     PE hereby reaffirms, ratifies and acknowledges that all the
                  terms and conditions of the Bridge Loan, Put and Assignment
                  are in full force and effect, and that the monetary
                  obligations thereunder are and will continue to be due and
                  payable subject to the terms of this Agreement as well as the
                  terms of the Bridge Loan, Put and Assignment PE further
                  reaffirms that they are indebted to CPI, SAM and JAM as set
                  forth in the Term Sheet, Note, Security Agreements and Put.

         iv.      PE, CPI, SAM, and JAM each represents and warrants that it has
                  not been coerced or in any way unduly influenced into signing
                  this agreement or any other document required herein, and
                  their execution hereof is their voluntary act, following
                  consultation with counsel of their respective choice. The
                  parties represent and warrant that the consideration given by
                  the other party to it hereunder has resulted in a material
                  benefit to it and represents good and valuable consideration.

<PAGE>

         v.       Except as set forth in paragraph 2(B) relating to the Tampa
                  Exhibit, there are no claims to reduce or dispute the amount
                  due, nor does PE have any claims of any other nature against
                  CPI, SAM or JAM or any defenses, set offs, or counterclaims
                  (i) in connection with any of their obligations under the
                  Note, Security Agreements, Put or Assignment and (ii) to the
                  exercise by CPI, SAM or JAM of any of its rights under the
                  Note, Security Agreements, Put, Assignment and this agreement.

         vi.      This agreement executed by or on behalf of CPI, SAM, JAM and
                  PE have been duly executed and delivered by the parties
                  thereto, and each constitutes a legal, valid, and binding
                  obligation of each of them, enforceable in accordance with its
                  respective terms (subject to any applicable bankruptcy,
                  insolvency, moratorium or other similar laws affecting
                  generally the enforcement of creditors' rights).

         K.       This Agreement is made and shall be governed in all respects,
                  including validity, interpretation and effect, by the laws of
                  the State of New York.

         L.       This agreement may be executed in counterparts, each of which
                  shall be deemed an original, but all of which taken together
                  shall constitute but one and the same document.



<PAGE>



         IN WITNESS WHEREOF, each of the respective parties has caused this
Agreement to be duly executed by its respective officers as of the day and year
first above written.


                      JAM EXHIBITIONS LLC
                      JAM THEATRICALS, ITS SOLE MEMBER

                      By:       /s/ Arny Granat
                         -------------------------------------------------------
                                Name:  Arny Granat
                                Title:  Chairman

                     CONCERT PRODUCTIONS INTERNATIONAL INC.

                     By:
                         -------------------------------------------------------
                                Name:
                                Title:

                     PREMIER EXHIBITIONS INC.

                     By:        /s/ Arnie Geller
                         -------------------------------------------------------
                                Name:  Arnie Geller
                                Title:  President & CEO

                     SAM TOUR (USA) INC.

                     By:
                         -------------------------------------------------------
                                Name:  John Perkins
                                Title: