PREMIER EXHIBITIONS, INC. 2009 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.2

PREMIER EXHIBITIONS, INC.
2009 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

Notice of Stock Option Grant

     Premier Exhibitions, Inc., a Florida corporation (the “Company”), grants to the Participant named below, in accordance with the terms of the Premier Exhibitions, Inc. 2009 Equity Incentive Plan (the “Plan”) and this Nonqualified Stock Option Agreement (the “Agreement”), an option (the “Option”) to purchase the number of Shares at the exercise price per share (“Exercise Price”) as follows:

Terms of Agreement

      1. Grant of Option . Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant as of the Date of Grant the Option to purchase the number of Shares at the Exercise Price as set forth above. This Option is intended to be a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Code.

      2. Vesting of Option .

          (a) Unless and until terminated as hereinafter provided, the Option shall vest and become exercisable if the Participant shall have remained in the continuous employ of the Company or a Subsidiary through the vesting dates set forth below with respect to the portion of Shares set forth next to such date:

          (b) Notwithstanding the provisions of Section 2(a), the Option will become immediately exercisable in full if, prior to the date the Stock Option becomes fully vested and exercisable pursuant to Section 2(a), and while the Participant is in the employ of the Company and its Subsidiaries, the Participant dies or becomes disabled (defined by reference to the Employment Agreement between the Participant and the Company dated as of September 3, 2009, as the same may be amended from time to time by the parties (the “Employment Agreement”)) or a Change in Control occurs.

          (c) In addition, the Option will vest in accordance with the terms of Section 5(a) of the Employment Agreement, if and to the extent the applicable provisions under Section 5(a) of the Employment Agreement are triggered.

          (d) For purposes of this Agreement, the continuous employment of the Participant with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of absence or layoff approved by the Committee.

      3. Forfeiture of Option . To the extent that the Option has not yet vested pursuant to Section 2 above, it shall be forfeited automatically without further action or notice if the Participant ceases to be employed by the Company and its Subsidiaries prior to the Vesting Date other than as provided in Section 2(b) or (c).

      4. Exercise of Option .

          (a) To the extent that the Option becomes vested and exercisable in accordance with this Agreement, it may be exercised in whole or in part from time to time by written notice to the Company or its designee stating the number of Shares for which the Option is being exercised (which number must be a whole number), the intended manner of payment, and such other provisions as may be required by the Company or its designee. The Option may be exercised, during the lifetime of the Participant, only by the Participant, or in the event of his legal incapacity, by his guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and court supervision. If the Participant dies before the expiration of the Option, all or part of this Option may be exercised (prior to expiration) by the personal representative of the Participant or by any person who has acquired this Option directly from the Participant by will, bequest or inheritance, but only to the extent that the Option was vested and exercisable upon the Participant’s death.

          (b) The Exercise Price is payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of Shares (including by attestation) owned by the Participant having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, (iii) a cashless broker-assisted exercise that complies with all Applicable Laws, or (iv) by a combination of the foregoing methods.

      5. Term of Option . The Option will terminate on the earliest of the following dates:

          (a) One year after the Participant ceases to be an employee of the Company or any Subsidiary as a result of his death or permanent disability (defined by reference to the Company’s long-term disability plan covering the Participant);

          (b) Two years after the Participant’s employment terminates under the circumstances described in Section 5(a) of the Employment Agreement (such period to be tolled pending final determination of any controversy, dispute, disagreement, difference or claim arising out of, under, in connection with or related to the Employment Agreement);

          (c) Ninety days after the Participant ceases to be an employee of the Company or any Subsidiary for any reason other than as described in Section 5(a) or 5(b) herein (such period to be tolled pending final determination of any controversy, dispute, disagreement, difference or claim arising out of, under, in connection with or related to the Employment Agreement); or

          (d) The tenth anniversary of the Date of Grant.

          Notwithstanding the foregoing provisions of this Section 5, the period during which the Option can be exercised after a termination of employment subject to Sections 5(a), (b), or (c) a