RENEWAL PROMISSORY NOTE

Exhibit 99.2

RENEWAL PROMISSORY NOTE

$25,000,000.00 September 26, 2008

     FOR VALUE RECEIVED, the undersigned, PREMIER EXHIBITIONS, INC. (the “Borrower”), a Florida corporation, hereby promises to pay to the order of BANK OF AMERICA, N.A. (the “Bank”), whose address is 9000 Southside Blvd., Building 100, Jacksonville, Florida 32256, the principal sum of Twenty Five Million and 00/100 Dollars ($25,000,000.00), or so much of the principal hereof as may be outstanding from time to time, together with interest on the outstanding principal balance hereof at the rate provided herein. This Note shall be governed by the following provisions:

     1.  Advances . The Borrower and the Bank have executed a Loan Agreement (as amended or restated from time to time, the “Loan Agreement”) dated as of October 4, 2007. The loan evidenced by this Note is a revolving loan, and the Borrower may borrow, repay and reborrow principal amounts during the Revolving Period (as defined in the Loan Agreement) subject to the terms contained herein and in the Loan Agreement. Notwithstanding the foregoing, the outstanding principal balance hereof shall not exceed the Maximum Credit Amount (as defined in the Loan Agreement) then in effect (or such lesser amount as may be set forth in the Loan Agreement). This Note is subject to the terms and conditions of the Loan Agreement; provided, however, the Loan Agreement is expressly NOT incorporated herein pursuant to Section 201.08(6), Florida Statutes and Rules 12B-4.052(6)(b) and (12)(h), Florida Administrative Code. This Note is the Note described in the Loan Agreement.

     2.  Interest .

     (a) The Principal Debt from day to day outstanding which is not past due shall bear interest at a rate per annum equal to the following (computed as provided herein) as applicable: (i) on Base Rate Principal, on any day, the Base Rate; and (ii) on LIBOR Rate Principal, for the applicable Interest Period, the applicable LIBOR Rate.

     (b) Subject to the conditions and limitations in this Note, the Borrower may by written notice to the Bank in the form specified by the Bank (a “Rate Election Notice”): (i) elect, for a new advance of funds, that such Principal Debt will be Base Rate Principal, LIBOR Rate Principal or a combination thereof; (ii) elect to convert, on a Business Day, all or part of Base Rate Principal into LIBOR Rate Principal; (iii) elect to convert, on the last day of the Interest Period applicable thereto, all or part of any LIBOR Rate Principal into Base Rate Principal; or (iv) elect to continue, commencing on the last day of the Interest Period applicable thereto, any LIBOR Rate Principal. If, for any reason, an effective election is not made in accordance with the terms and conditions of this Note for any principal advance or for any LIBOR Rate Principal for which the corresponding Interest Period is expiring or to convert Base Rate Principal to LIBOR Rate Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate Election is thereafter made for such sums.

     (c) Each Rate Election Notice must be received by the Bank not later than 10:00 a.m. local time in the city in which this Note is payable (or such other city as the Bank may designate) on the applicable date as follows: (i) with respect to an advance of or conversion to Base Rate Principal, one (1) Business Day prior to the proposed date of advance or conversion; and (ii) with respect to an advance of, conversion to or continuation of LIBOR Rate Principal, three (3) Business Days prior to the proposed date of advance, conversion or continuation. Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other than at the end of the corresponding Interest Period. Each Rate Election Notice shall stipulate: (i) the amount of the advance or of the Principal Debt to be converted or continued; (ii) the nature of the proposed advance, conversion or continuation, which shall be either Base Rate Principal, LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the nature of the Principal Debt to be converted or continued; and (iii) in the case of LIBOR Rate Principal, the proposed commencement

THIS NOTE RENEWS AND MODIFIES THAT CERTAIN PROMISSORY NOTE DATED OCTOBER 4, 2007, EXECUTED BY THE BORROWER IN FAVOR OF THE BANK IN A PRINCIPAL AMOUNT OF $25,000,000.00.

date and duration of the Interest Period (which duration shall be one month or three months). All such notices shall be irrevocable once given, and shall be deemed to have been given only when actually received by the Bank in writing in form specified by the Bank.

     (d) In addition to any other conditions herein, a LIBOR Rate Election shall not be permitted if:

     (i) A default or Event of Default is continuing under the Loan Agreement; or

     (ii) After giving effect to the requested LIBOR Rate Election, the sum of all LIBOR Rate Principal plus all Base Rate Principal would exceed the Maximum Credit Amount (as defined in the Loan Agreement) then in effect (or such lesser amount as may be set forth in the Loan Agreement); or

     (iii) The requested LIBOR Rate Election would cause more than five (5) LIBOR Rate Elections by the Borrower to be in effect at any one time; or

     (iv) The amount of LIBOR Rate Principal requested in the LIBOR Rate Election is other than $500,000 or a larger integral multiple of $100,000; or

     (v) The requested interest period does not conform to the definition of Interest Period herein; or

     (vi) Any of the circumstances referred to in subparagraph (g) below shall apply with respect to the requested LIBOR Rate Election or the requested LIBOR Rate Principal.

     (e) The Borrower hereby designates the Borrower’s chief financial officer as being authorized to give Rate Election Notices on behalf of the Borrower. The Bank shall be entitled to rely on written or oral directions from such person until this authorization is revoked by the Borrower in writing.

     (f) All interest shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed. The Bank shall determine each interest rate applicable to the Principal Debt in accordance with this Note and its determination thereof shall be conclusive in the absence of manifest error. The books and records of the Bank shall be prima facie evidence of all sums owing to the Bank from time to time under this Note, but the failure to record any such information shall not limit or affect the obligations of the Borrower under the Loan Documents.

     (g) If, with respect to any LIBOR Rate Election or any LIBOR Rate Principal outstanding hereunder, the Bank determines that no adequate basis exists for determining the LIBOR Rate, that the LIBOR Rate will not adequately and fairly reflect the cost to the Bank of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, or that any applicable law or any request or directive (whether or not having the force of law) of any tribunal or compliance therewith by the Bank prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such LIBOR Rate Principal, and the Bank so notifies the Borrower, then until the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of the Bank to permit such LIBOR Rate Election shall be suspended, and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal, either (i) on the last day of the corresponding Interest Period (if the Bank determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (ii) immediately (if the Bank determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day).

     (h) Any principal of, and to the extent permitted by applicable law, any interest on, this Note and any other sum payable hereunder which is not paid when due shall bear interest from the date due and payable until paid, payable on demand, at the Past Due Rate as hereinafter defined. If

on the due date the entire Principal Debt is bearing interest at a single interest rate, the “Past Due Rate” shall be equal to four percent (4%) plus the higher of (a) the Base Rate, or (b) the LIBOR Rate. If on the due date different portions of the Principal Debt are bearing interest at different rates as herein provided, the Past Due Rate shall be calculated separately with respect to each portion of the Principal Debt. For each portion of the Principal Debt, the “Past Due Rate” shall equal the existing Base Rate or LIBOR Rate then being applied, plus four percent (4%) per annum.

     (i) In addition to other terms defined herein, as used herein the following terms shall have the meanings indicated, unless the context otherwise requires:

      “Base Rate” means, on any day, a simple rate per annum equal to the greater of the Prime Rate or the Federal Funds Rate for that day. Without notice to the Borrower or anyone else, the Base Rate shall automatically fluctuate upward and downward as and in the amount by which the Prime Rate or he Federal Funds Rate, as applicable, fluctuates.

      “Base Rate Principal” means, at any time, the Principal Debt minus the portion, if any, of such Principal Debt which is LIBOR Rate Principal.

      “Business Day” means a day other than a Saturday or a Sunday on which the Bank is open for the conduct of substantially all of its banking business at its office in the city in which this Note is payable, except that in the case of LIBOR Rate Principal such day must also be a day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits in London, England).

      “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Bank on such day on such transactions as determined by the Bank.

      “Interest Period” means, with respect to any LIBOR Rate Principal, the period commencing on the date such LIBOR Rate Principal is disbursed or on the date on which the Principal Debt or any portion thereof is converted into or continued as such LIBOR Rate Principal, and ending on the date one (1) or three (3) months thereafter, as elected by the Borrower in the applicable Rate Election Notice; provided that:

     (i) Each Interest Period must commence on a Business Day;

     (ii) In the case of the continuation of LIBOR Rate Principal, the Interest Period applicable after the continuation of such LIBOR Rate Principal shall commence on the last day of the preceding Interest Period;

     (iii) If any Interest Period applicable to LIBOR Rate Principal would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the next preceding Business Day;

     (iv) Any Interest Period applicable to LIBOR Rate Principal that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest

Period) shall end on the last Business Day of the last full calendar month at the end of such Interest Period; and

     (v) No Interest Period shall extend beyond the maturity date of this Note, and any Interest Period which begins before such maturity date and would otherwise end after the maturity date shall instead end on such maturity date.

      “LIBOR Margin” is the percentage per annum set forth below based on the Borrower’s Leverage Ratio (as defined in the Loan Agreement).

The Libor Margin will be established based upon the Borrower’s most recent quarterly compliance certificate received by the Bank, as required in the Loan Agreement. The Libor Margin will be in effect from the first day of the calendar month following receipt of that compliance certificate until the first day of the calendar month following receipt of the next quarterly compliance certificate. Until the Bank receives the first compliance certificate pursuant to the Loan Agreement, the Libor Margin will be 2.5% per annum. Thereafter, if any compliance certificate is not delivered when required under the Loan Agreement, the Libor Margin from the date such certificate was due until the date that the Bank receives the same will be 3.0% per annum.

      “LIBOR Rate” means, for any applicable Interest Period, a per annum rate of interest equal to the Libor Margin plus the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as selected by the Bank from time to time) as determined for first day of each applicable Interest Period at approximately 11:00 a.m. London time two (2) London Banking Days prior to such day, for U.S. Dollar deposits (for delivery on the first day of such Interest Period) with a term equal to the term of the applicable Interest Period, as adjusted from time to time in the Bank’s sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate for that Interest Period will be determined by such alternate method as reasonably selected by the Bank.

      “LIBOR Rate Election” means an election by the Borrower of an applicable LIBOR Rate in accordance with this Note.

      “LIBOR Rate Principal” means any portion of the Principal Debt which bears interest at an applicable LIBOR Rate at the time in question.

      “London Banking Day” shall mean a day on which banks in London are open for business and dealing in offshore dollars.

      “Note” means this promissory note, and any renewals, extensions, amendments or supplements hereof.

      “Prime Rate” means, on any day, the rate of interest per annum then most recently established by the Bank as its “prime rate.” Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by the Ba