Premier Exhibitions, Inc. – ‘10-K’ for 2/28/05 – EX-99

On:  Thursday, 6/16/05, at 6:20pm ET   ·   As of:  6/17/05   ·   For:  2/28/05   ·   Accession #:  796764-5-7   ·   File #:  0-24452

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report -- form10k                              47    271K 
 2: EX-21       Subsidiaries                                           1      4K 
 3: EX-31.A     Certifications                                         2±     9K 
 4: EX-31.B     Certifications                                         2±     9K 
 5: EX-32       Certifications                                         1      7K 
 6: EX-99       Code of Ethics                                         3     12K 

EX-99   —   Code of Ethics

EX-99
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Code Of Ethics For The Principal Executive

 Officer And Senior Financial Officers

          Premier Exhibitions Inc. is committed to full and accurate financial
          disclosure in compliance with applicable laws, rules and regulations
 and to maintaining its books and records in accordance with
       applicable accounting policies, laws, rules and regulations. This
   Code of Ethics for the Principal Executive Officer and Senior
     Financial Officers, applicable to the Company's Chief Executive
         Officer, Chief Financial Officer, and Controller (together, "Senior
     Financial Officers"), sets forth specific policies to guide the
     Company's Senior Financial Officers in the performance of their
      duties. As Senior Financial Officers, you perform a task that is
          critical to the Company. This Code is designed to assist you in that
task.                                                     

       The Premier Exhibitions Inc. Code of Business Conduct and Ethics,
         which this Code of Ethics is intended to supplement, sets forth the
        fundamental principles and key policies and procedures that govern
    the conduct of all of us in our business. You are bound by the
          requirements and standards set forth in the Code of Business Conduct
       and Ethics, as well as those set forth in this Code of Ethics and
other applicable policies and procedures.                 

Compliance with Rules and Regulations                     

    Premier Exhibitions is committed to conducting its business in
       accordance with all applicable laws, rules and regulations and in
           accordance with the highest standards of business ethics. As a Senior
           Financial Officer, you must not only comply with applicable laws. You
           also have leadership responsibilities that include creating a culture
of high ethical standards and commitment to compliance.   

Conflicts of Interest                                     

         In order to maintain the highest degree of integrity in the conduct
         of Premier Exhibitions' business and your independent judgment, you
          must avoid any activity or personal interest that creates or appears
          to create a conflict between your interests and the interests of the
        Company. A conflict of interest occurs when your private interests
         interfere in any way, or appear to interfere, with the interests of
          the Company as a whole. You should conduct the Company's business in
        an honest and ethical manner, and never act in a manner that could
cause you to lose your independence and objectivity.      

       Although we cannot list every conceivable conflict, following are
       some common examples that could potentially be actual or apparent
conflicts of interest:                                    

               -    You or a member of your family has an ownership interest in,
                    is  employed  by or serves as a director  of an entity  that
                    competes with Premier, does business with Premier, such as a
                    Premier Exhibitions customer,  client,  supplier or business
                    partner, or is a recipient of charitable  contributions made
by Premier                              

               -    You or a  member  of  your  family  participates  in a joint
                    venture,   partnership  or  other  business  arrangement  or
                    investment  with Premier  Exhibitions or that you learned of
                    from a competitor,  customer,  client or supplier of Premier
                    Exhibitions   through  the  use  of  corporate  property  or
    information or your position at Premier; and

               -    You or a member of your family  receives  improper  personal
             benefits as a result of your position in the Company.

         Before making any investment, accepting any position or benefits or
           participating in any transaction or business arrangement that creates
      or appears to create a conflict of interest, you must obtain the
    written approval of the Board of Directors. However, it is not
       typically considered a conflict of interest (and therefore, prior
           approval is not required) to have an ownership of less than 1% of the
        stock of a competitor, customers or suppliers that are listed on a
national or international securities exchange.            

Disclosures in Periodic Reports                           

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          As a public company, Premier Exhibitions is required to file various
         periodic reports with the Securities and Exchange Commission. It is
         Premier Exhibitions policy to make full, fair, accurate, timely and
          understandable disclosure in compliance with all applicable laws and
regulations in all required periodic reports.             

Compliance with the Code of Ethics                        

      If you have questions about this Code of Ethics, you should seek
    guidance from the General Counsel. If you know of or suspect a
        violation of applicable laws or regulations or the Code of Ethics,
         you must immediately report that information to the General Counsel
      or the Board of Directors. No one will be subject to retaliation
because of a good faith report of suspected misconduct.   

Waivers of the Code                                       

          Premier Exhibitions will waive application of the policies set forth
       in this Code of Ethics only when circumstances warrant granting a
          waiver, and then only in conjunction with any appropriate monitoring
         of the particular situation. Changes in and waivers of this Code of
    Ethics may be made only by the Board of Directors or the Audit
    Committee of the Board and will be disclosed as required under
applicable law and regulations.                           

No Rights Created                                         

    This Code is a statement of the fundamental principles and key
     policies and procedures that govern Premier Exhibitions' Senior
           Financial Officers in the conduct of our business. It is not intended
       to and does not constitute an employment contract or assurance of
           continued employment, and does not create any rights in any employee,
      client, supplier, competitor, shareholder or any other person or
entity.                                                   

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ACKNOWLEDGMENT FORM                                       

   I have received and read the Code of Ethics for the Principal
           Executive Officer and Senior Financial Officers, and I understand its
        contents. I agree to comply fully with the standards, policies and
          procedures contained in the Code of Ethics and the Company's related
        policies and procedures. I understand that I have an obligation to
           report to the General Counsel or the Board of Directors any suspected
          violations of the Code of Ethics that I am aware of. I certify that,
         except as fully disclosed in accordance with the terms of this Code
          of Ethics, I have not engaged in any transactions or activities that
           would constitute an actual or apparent conflict with the interests of
      the Company. I further certify that, except as noted below, I am
          otherwise in full compliance with the Code of Ethics and any related
policies and procedures:                                  

Printed Name                                              

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Signature