PREMIER EXHIBITIONS, INC.

                             2004 STOCK OPTION PLAN


         1. GRANT OF OPTIONS; GENERALLY.

                  In accordance with the provisions hereinafter set forth in
this stock option plan, the name of which is PREMIER EXHIBITIONS, INC. 2004
STOCK OPTION PLAN (the "Plan"), the Board of Directors (the "Board") or, the
Compensation Committee (the "Stock Option Committee") of Premier Exhibitions,
Inc. (the "Corporation") is hereby authorized to issue from time to time on the
Corporation's behalf to any one or more Eligible Persons as hereinafter defined,
options to acquire shares of the Corporation's common stock, par value $.0001
per share (the "Stock").

         2. TYPE OF OPTIONS.

                  The Board or the Stock Option Committee is authorized to issue
Incentive Stock Options ("ISOs") which meet the requirements of Section 5422 of
the Internal Revenue Code of 1986, as amended (the "Code"), which options are
hereinafter referred to collectively as ISOs, or singularly as an ISO. The Board
or the Stock Option Committee is also, in its discretion, authorized to issue
options which are not ISOs, which options are hereinafter referred to
collectively as Non Statutory Options ("NSOs"), or singularly as an NSO. The
Board or the Stock Option Committee is also authorized to issue "Reload Options"
in accordance with paragraph 8 herein which options are hereinafter referred to
collectively as Reload Options, or singularly as a Reload Option. Except where
the context indicates to the contrary, the term "Option" or "Options" means
ISOs, NSOs and Reload Options.

         3. AMOUNT OF STOCK.

                  The aggregate number of shares of Stock which may be purchased
pursuant to the exercise of options shall be 3,000,000 Shares. Of this amount,
the Board or the Stock Option Committee shall have the power and authority to
designate whether any options so issued shall be ISOs or NSOs, subject to the
restrictions on ISOs contained elsewhere herein. If an Option ceases to be
exercisable, in whole or in part, the shares of Stock underlying such Option
shall continue to be available under this Plan. Further, if shares of Stock are
delivered to the Corporation as payment for shares of Stock purchased by the
exercise of an Option granted under this Plan, such shares of Stock shall also
be available under this Plan. If there is any change in the number of shares of
Stock due to of the declaration of stock dividends, recapitalization resulting
in stock split-ups, or combinations or exchanges of shares of Stock, or
otherwise, the number of shares of Stock available for purchase upon the
exercise of options, the shares of Stock subject to any Option and the exercise
price of any outstanding Option shall be approximately adjusted by the Board or
the Stock Option Committee. The Board or the Stock Option Committee shall give
notice of any adjustments to each Eligible Person granted an Option under this
Plan, and such adjustments shall be effective and binding on all Eligible
Persons. If because of one or more recapitalizations, reorganizations or other
corporate events, the holders of outstanding Stock receive something other than
shares of Stock then, upon exercise of an Option, the Eligible Person will
receive what the holder would have owned if the holder had exercised the Option
immediately before the first such corporate event and not disposed of anything
the holder received as a result of the corporate event.


                                       1
<PAGE>

         4. ELIGIBLE PERSONS.

                  (a) With respect to ISOs, an Eligible Person means any
individual who has been employed b the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days.

                  (b) With respect to NSOs, an Eligible Person means (i) any
individual who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days, (ii) any
director of the Corporation or any subsidiary of the Corporation or (iii) any
consultant of the Corporation or any subsidiary of the Corporation.

         5. GRANT OF OPTIONS.

                  The Board or the Stock Option Committee has the right to issue
the Options established by this Plan to Eligible Persons. The Board or the Stock
Option Committee shall follow the procedures prescribed for it elsewhere in this
Plan. A grant of Options shall be set forth in a writing signed on behalf of the
Corporation or by a majority of the members of the Stock Option Committee. The
writing shall identify whether the option being granted is an ISO or an NSO and
shall set forth the terms which govern the Option. The terms shall be determined
by the Board or the Stock Option Committee, and may include, among other terms,
the number of shares of Stock that may be acquired pursuant to the exercise of
the Options, when the Options may be exercised, the period for which the Option
is granted and including the expiration date, the effect on the Options if the
Eligible Person terminates employment and whether the Eligible Person may
deliver shares of Stock to pay for the shares of Stock to be purchased by the
exercise of the Option. However, no term shall be set forth in the writing which
is inconsistent with any of the terms of this Plan. The terms of an Option
granted to an Eligible Person may differ from the terms of an Option granted to
another Eligible Person, and may differ from the terms of an earlier Option
granted to the same Eligible Person.

         6. OPTION PRICE.

                  The option price per share shall be determined by the Board or
the Stock Option Committee at the time any Option is granted, and shall be not
less than (i) in the case of an ISO, the fair market value, (ii) in the case of
an ISO granted to a ten percent or greater stockholder, one hundred ten percent
(110%) of the fair market value, or (iii) in the case of an NSO, not less than
fifty-five percent (55%) of the fair market value (but in no event less than the
par value) of one share of Stock on the date the Option is granted, as
determined by the Board or the Stock Option Committee. Fair market value as used
herein shall be: paragraphs 7(a) and (b).

         7. (a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or over-the-counter market on which such shares shall be traded
on that date, or if such exchange or over-the-counter market is closed or if no
shares shall have traded on such date, on the last preceding date on which such
shares shall have traded.

                  (b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.

                                       2
<PAGE>

         8. PURCHASE OF SHARES.

         An Option shall be exercised by the tender to the Corporation of the
full purchase price of the Stock with respect to which the Option is exercised
and written notice of the exercise. The purchase price of the Stock shall be in
United States dollars, payable in cash, check, Promissory Note secured by the
Shares issued through exercise of the related Options, or in property or
Corporation stock, if so permitted by the Board or the Stock Option Committee in
accordance with the discretion granted in paragraph 5 hereof, having a value
equal to such purchase price. The Corporation shall not be required to issue or
deliver any certificates for shares of Stock purchased upon the exercise of an
option prior to (i) if requested by the Corporation, the filing with the
Corporation by the Eligible Person of a representation in writing that it is the
Eligible Person's then present intention to acquire the Stock being purchased
for investment and not for resale, and/or (ii) the completion of any
registration or other qualification of such shares under any government
regulatory body, which the Corporation shall determine to be necessary or
advisable.

         9. GRANT OF RELOAD OPTIONS.

                  In granting an Option under this Plan, the Board or the Stock
Option Committee may include a Reload Option provision therein, subject to the
provisions set forth in paragraphs 20 and 21 herein. A Reload Option provision
provides that if the Eligible Person pays the exercise price of shares of Stock
to be purchased by the exercise of an ISO, NSO or another Reload Option (the
"Original Option") by delivering to the Corporation shares of Stock already
owned by the Eligible Person (the "Tendered Shares"), the Eligible Person shall
receive a Reload option which shall be a new Option to purchase shares of Stock
equal in number to the tendered shares. The terms of any Reload option shall be
determined by the Board or the Stock Option Committee consistent with the
provisions of this Plan.

         10. STOCK OPTION COMMITTEE.

                  The Stock Option Committee may be appointed from time to time
by the Corporation's Board of Directors. The Board may from time to time remove
members from or add members to the Stock Option Committee. The Stock Option
Committee shall be constituted so as to permit the Plan to comply in all
respects with the provisions set forth in paragraph 20 herein. The members of
the Stock Option Committee may elect one of its members as its chairman. The
Stock Option Committee shall hold its meetings at such times and places as its
chairman shall determine. A majority of the Stock Option Committee's members
present in person shall constitute a quorum for the transaction of business. All
determinations of the Stock Option Committee will be made by the majority vote
of the members constituting the quorum. The members may participate in a meeting
of the Stock Option Committee by conference telephone or similar communications
equipment by means of which all members participating in the meeting can hear
each other. Participation in a meeting in that manner will constitute presence
in person at the meeting. Any decision or determination reduced to writing and
signed by all members of the Stock Option Committee will be effective as if it
had been made by a majority vote of all members of the Stock Option Committee at
a meeting which is duly called and held.

                                       3
<PAGE>

         11. ADMINISTRATION OF PLAN.

                  In addition to granting Options and to exercising the
authority granted to it elsewhere in this Plan, the Board or the Stock Option
Committee is granted the full right and authority to interpret and construe the
provisions of this Plan, promulgate, amend and rescind rules and procedures
relating to the implementation of the Plan and to make all other determinations
necessary or advisable for the administration of the Plan consistent, however,
with the intent of the Corporation that Options granted or awarded pursuant to
the Plan comply with the provisions of paragraphs 20 and 21 herein. All
determinations made by the Board or the Stock Option Committee shall be final,
binding and conclusive on all persons including the Eligible Person, the
Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.

         12. PROVISIONS APPLICABLE TO ISOs.

                  The following provisions shall apply to all ISOs granted by
the Board or the Stock Option Committee and are incorporated by reference into
any writing granting an ISO:

                  (a) An ISO may only be granted within ten (10) years from
2003, the date that this Plan was originally adopted by the Corporation's Board
of Directors.

                  (b)     An ISO may not be  exercised  after the  expiration
of ten (10) years from the date the ISO is granted.

                  (c) The option price may not be less than the fair market
value of the Stock at the time the ISO is granted.

                  (d) An ISO is not transferable by the Eligible Person to whom
it is granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.

                  (e) If the Eligible Person receiving the ISO owns at the time
of the grant stock possessing more than ten (10%) percent of the total combined
voting power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation (as those terms are defined in the Code), then
the option price shall be at least one hundred ten percent (110%) of the fair
market value of the Stock, and the ISO shall not be exercisable after the
expiration of five (5) years from the date the ISO is granted.

                  (f) The aggregate fair market value (determined at the time
the ISO is granted) of the Stock with respect to which the ISO is first
exercisable by the Eligible Person during any calendar year (under this Plan and
any other incentive stock option plan of the Corporation) shall not exceed One
Hundred Thousand Dollars ($100,000).

                  (g) Even if the shares of Stock which are issued upon exercise
of an ISO are sold within one (1) year following the exercise of such ISO so
that the sale constitutes a disqualifying disposition for ISO treatment under
the Code, no provision of this Plan shall be construed as prohibiting such a
sale.


                                       4
<PAGE>

                  (h) This Plan was adopted by the Corporation on December 12,
2003, by virtue of its approval by the Corporation's Board of Directors.

         13. DETERMINATION OF FAIR MARKET VALUE.

                  In granting ISOs under this Plan, the Board or the Stock
Option Committee shall make a good faith determination as to the fair market
value of the Stock at the time of granting the ISO.

         14. RESTRICTIONS ON ISSUANCE OF STOCK.

         The Corporation shall not be obligated to sell or issue any shares of
Stock pursuant to the exercise of an Option unless the Stock with respect to
which the Option is being exercised is at that time effectively registered or
exempt from registration under the Securities Act of 1933, as amended, and any
other applicable laws, rules and regulations. The Corporation may condition the
exercise of an option granted in accordance herewith upon receipt from the
Eligible Person, or any other purchaser thereof, of a written representation
that at the time of such exercise it is his or her then present intention to
acquire the shares of Stock for investment and not with a view to, or for sale
in connection with, any distribution thereof, except that, in the case of a
legal representative of an Eligible Person, "distribution" shall be defined to
exclude distribution by will or under the laws of descent and distribution.
Prior to issuing any shares of Stock pursuant to the exercise of an Option, the
Corporation shall take such steps as it deems necessary to satisfy any
withholding tax obligations imposed upon it by any level of government.

         15. EXERCISE IN THE EVENT OF DEATH OF TERMINATION OF EMPLOYMENT.

                  (a) If an optionee shall, i.e., (i) while an employee of the
Corporation or a Subsidiary or (ii) within three months after termination of
this employment with the Corporation or a Subsidiary because of his disability,
or retirement or otherwise, his options may be exercised, to the extent that the
optionee shall have been entitled to do so on the date of his death or such
termination of employment, by the person or persons to whom the optionee's right
under the option pass by will or applicable law, or if no such person has such
right, by his executors or administrators, at any time, or from time to time. In
the event of termination of employment because of his death while an employee or
because of disability, his options may be exercised not later than the
expiration date specified in paragraph 5 or one year after the optionee's death,
whichever date is earlier, or in the event of termination of employment because
of retirement or otherwise, not later than the expiration date specified in
paragraph 5 hereof or one year after the optionee's death, whichever date is
earlier.

                  (b) If an optionee's employment by the Corporation or a
Subsidiary shall terminate because of his disability and such optionee has not
died within the following three (3) months, he may exercise his options, to the
extent that he shall have been entitled to do so at the date of the termination
of his employment, at any time, or from time to time, but not later than the
expiration date specified in paragraph 5 hereof or one (1) year after
termination of employment, whichever date is earlier.

                                       5
<PAGE>

                  (c) If an Optionee's employment shall terminate by reason of
his retirement in accordance with the terms of the Corporation's tax-qualified
retirement plans, if any, or with the consent of the Board or the Stock Option
Committee or involuntarily other than by termination for cause, and such
Optionee has not died within the following three (3) months, he may exercise his
Option to the extent he shall have been entitled to do so at the date of the
termination of his employment, at any time and from time to time, but not later
than the expiration date specified in paragraph 5 hereof or thirty (30) days
after termination of employment, whichever date is earlier. For purposes of this
paragraph 14, termination for cause shall mean: (i) termination of employment
for cause as defined in the optionee's Employment Agreement or (ii) in the
absence of an Employment Agreement for the optionee, termination of employment
by reason of the optionee's commission of a felony, fraud or willful misconduct
which has resulted, or is likely to result, in substantial and material damage
to the Corporation or a Subsidiary, all as the Board or the Stock Option
Committee in it sole discretion may determine.

                  (d) If an optionee's employment shall terminate for any reason
other than death, disability, retirement or otherwise, all right to exercise his
Option shall terminate at the date of such termination of employment absent
specific provisions in the optionee's Option Agreement.

         16. CORPORATE EVENTS.

                  In the event of the proposed dissolution or liquidation of the
Corporation, a proposed sale of all or substantially all of the assets of the
Corporation, a merger or tender for the Corporation's shares of Common Stock the
Board of Directors may declare that each Option granted under this Plan shall
terminate as of a date to be fixed by the Board of Directors; provided that not
less than thirty (30) days written notice of the date so fixed shall be given to
each Eligible Person holding an option, and each such Eligible Person shall have
the right, during the period of thirty (30) days preceding such termination, to
exercise his Option as to all or any par of the shares of Stock covered thereby,
including shares of Stock as to which such Option would not otherwise be
exercisable. Nothing set forth herein shall extend the term set for purchasing
the shares of Stock set forth in the Option.

         17. NO GUARANTEE OF EMPLOYMENT.

                  Nothing in this Plan or in any writing granting an Option will
confer upon any Eligible Person the right to continue in the employ of the
Eligible Person's employer, or will interfere with or restrict in any way the
right of the Eligible Person's employer to discharge such Eligible Person at any
time for any reason whatsoever, with or without cause.

         18. NON-TRANSFERABILITY.

                  No Option granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution. During the lifetime of
the optionee, an Option shall be exercisable only by him.

         19. NO RIGHTS AS STOCKHOLDER.

                  No Optionee shall have any rights as a stockholder with
respect to any shares subject to his Option prior to the date of issuance to him
of a certificate or certificates for such shares.


                                       6
<PAGE>

         20. AMENDMENT AND DISCONTINUANCE OF PLAN.

                  The Corporation's Board of Directors may amend, suspend or
discontinue this Plan at any time. However, no such action may prejudice the
rights of any Eligible Person who has prior thereto been granted Options under
this Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of shares of Stock subject to this Plan (except
for adjustments pursuant to paragraph 3 herein), or (b) changing the definition
of Eligible Person under this Plan, may be effective unless and until approval
of the stockholders of the Corporation is obtained in the same manner as
approval of this Plan is required. The Corporation's Board of Directors is
authorized to seek the approval of the Corporation's stockholders for any other
changes it proposes to make to this Plan which require such approval, however,
the Board of Directors may modify the Plan, as necessary, to effectuate the
intent of the Plan as a result of any changes in the tax, accounting or
securities laws treatment of Eligible Persons and the Plan, subject to the
provisions set forth in this paragraph 19, and paragraphs 20 and 21.

         21. COMPLIANCE WITH RULE 16b-3.

                  This Plan is intended to comply in all respects with Rule
16b-3 ("Rule 16b-311) promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
respect to participants who are subject to Section 16 of the Exchange Act, and
any provision(s) herein that is/are contrary to Rule 16b-3 shall be deemed null
and void to the extent appropriate by either the Stock Option Committee or the
Corporation's Board of Directors.

         22. COMPLIANCE WITH CODE.

                  The aspects of this Plan on ISOs is intended to comply in
every respect with Section 422 of the Code and the regulations promulgated
thereunder. In the event any future statute or regulation shall modify the
existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any stock option agreement relating
to any Option granted pursuant tot his Plan outstanding and unexercised at the
time any modifying statute or regulation becomes effective shall also be deemed
to incorporate by reference such modification and no notice of such modification
need be given to optionee.

                  If any provision of the aspects of this Plan on ISOs is
determined to disqualify the shares purchasable pursuant to the Options granted
under this Plan from the special tax treatment provided by Code Section 422,
such provision shall be deemed null and void and to incorporate by reference the
modification required to qualify the shares for said tax treatment.

         23. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.

                  The Plan, the grant and exercise of options thereunder, and
the obligation of the Corporation to sell and deliver Stock under such options,
shall be subject to all applicable federal and state laws, rules, and
regulations and to such approvals by any government or regulatory agency as may
be required. The Corporation shall not be required to issue or deliver any
certificates for shares of Stock prior to (a) the listing of such shares on any
stock exchange or over-the-counter market on which the Stock may then be listed
and (b) the completion of any registration or qualification of such shares under


                                       7
<PAGE>

any federal or state law, or any ruling or regulation of any government body
which the Corporation shall, in its sole discretion, determine to be necessary
or advisable. Moreover, no option may be exercised if its exercise or the
receipt of Stock pursuant thereto would be contrary to applicable laws.

         24. DISPOSITION OF SHARES.

                  In the event any share of Stock acquired by an exercise of an
option granted under the Plan shall be transferable other than by will or by the
laws of descent and distribution within two years of the date such Option was
granted or within one year after the transfer of such Stock pursuant to such
exercise, the optionee shall give prompt written notice thereof to the
Corporation or the Stock Option Committee.

         25.      NAME.

                  The Plan shall be known as the "Premier Exhibitions, Inc. 2004
Stock Option Plan."

         26.      NOTICES.

                  Any notice hereunder shall be in writing and sent by certified
mail, return receipt requested or by facsimile transmission (with electronic or
written confirmation of receipt) and when addressed to the Corporation shall be
sent to its office, 3340 Peachtree Rd, Suite 2250, Atlanta, Georgia 30326, and
when addressed to the Committee shall be sent to it at 3340 Peachtree Rd, Suite
2250, Atlanta, Georgia 30326, subject to the right of either party to designate
at any time hereafter in writing some other address, facsimile number or person
to whose attention such notice shall be sent.

         27.      HEADINGS.

                  The headings preceding the text of Sections and subparagraphs
hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Plan nor shall they affect its meaning, construction
or effect.

         28. EFFECTIVE DATE.

                  This Plan was adopted by the Board of Directors of the
Corporation on December 12, 2003. The effective date of the Plan shall be the
same date.

Dated as of December 12, 2003.

                                                     PREMIER EXHIBITIONS, INC.



                                                     By:      /s/ Arnie Geller
                                                          ----------------------
                                                              President

                                       8
<PAGE>



                            PREMIER EXHIBITIONS, INC.
                         3340 Peachtree Road, Suite 2250
                             Atlanta, Georgia 30326


                                      Date


Xxxxxxxxxx
Xxxxxxxxxx
Xxxxxxxxxx
Xxxxxxxxxx

Dear:

         The Board of Directors of Premier Exhibitions, Inc. (the "Corporation")
is pleased to award you an Option pursuant to the provisions of its 2004 Stock
Option Plan (the "Plan"). This letter will describe the Option granted to you.
Attached to this letter is a copy of the Plan. The terms of the Plan also set
forth provisions governing the Option granted to you. Therefore, in addition to
reading this letter, you should also read the Plan. Your signature on this
letter is an acknowledgment to us that you have read and understand the Plan and
that you agree to abide by its terms. All terms not defined in this letter shall
have the same meaning as in the Plan.

         1.       TYPE OF OPTION.  You are granted an NSO.  Please see in
particular Section 11 of the Plan.

         2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase shares of Stock at $ _____per share,
the current fair market value of a share of Stock. The right to purchase the
shares of Stock accrues in installments over the time periods described below:

    The right to acquire                        shares accrues on
                      --------------                           -----------------

    The right to acquire                        shares accrues on
                      --------------                           -----------------

         3. TIME OF EXERCISE. The option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.

         4. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chief Financial Officer at the Corporation's principal place of business.
The notice shall set forth the number of shares of Stock to be acquired and
shall contain a check payable to the Corporation in full payment for the Stock
or that number of already owned shares of Stock equal in value to the total
Exercise Price of the Option. We shall make delivery of the shares of Stock
subject to the conditions described in Section 13 of the Plan.

                                       9
<PAGE>


         5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

                  (a)                       , 20___ , being             years
                           -----------------                -----------
from  the  date  of  grant  pursuant  to the  provisions  of  Section  2 of this
Agreement, or

                  (b) The expiration of three (3) months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months; or

                  (c) The expiration of twelve (12) months following the date
your employment terminates with the Corporation and any of its subsidiaries
included in the Plan, if such employment termination occurs by reason of your
death or by reason of your permanent disability (as defined above).

         6. SECURITIES LAWS. The option and the shares of Stock underlying the
Option have not been registered under the Securities Act of 1933, as amended
(the "Act"). The Corporation has no obligations to ever register the option or
the shares of Stock underlying the Option. All shares of Stock acquired upon the
exercise of the Option shall be "restricted securities" as that term is defined
in Rule 144 promulgated under the Act. The certificate representing the shares
shall bear an appropriate legend restricting their transfer. Such shares cannot
be sold, transferred, assigned or otherwise hypothecated without registration
under the Act or unless a valid exemption from registration is then available
under applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

         7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                                     Very truly yours,


                                                     By:
                                                          ----------------------
                                                              President


                                                     OPTIONEE


                                                     By:
                                                          ----------------------


                                       10