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Concession Agreement - Seavision Inc. and Royal Caribbean Cruises Ltd.

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Exhibit 10.16



THIS CONCESSION AGREEMENT ("Agreement") is made and executed this 17th day of September, 1996 by and between SEAVISION INC., a Delaware corporation ("SEAVISION") and ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation ("RCCL").

W I T N E S S E T H:


RCCL operates the vessels MAJESTY OF THE SEAS and RHAPSODY OF THE SEAS (which vessel is currently under construction and scheduled to be delivered in April 1997) (collectively the "Vessel" or "Vessels");

SEAVISION has the expertise in providing interactive television and video entertainment systems; and

RCCL desires to grant to SEAVISION a concession on the Vessels as described herein and SEAVISION desires to accept the concession, on the terms set forth herein:

1. Concession. RCCL hereby grants to SEAVISION and SEAVISION hereby accepts

the concession for providing an interactive television and video

entertainment system to RCCL, and passengers on each Vessel on the terms

and conditions set forth herein.

2. SEAVISION's Responsibilities.


a) Services. SEAVISION hereby agrees to provide, at no charge to RCCL, an


interactive television and video entertainment system (the "System")

consisting of the hardware and software described or listed on Exhibit

A attached hereto, and to provide the services (the "Services") set

forth on Exhibit B attached hereto. The System shall conform to the

technical performance standards set forth on Exhibit C and the

specifications set forth on Exhibit D attached hereto. RCCL may elect

to use customized graphic displays ("look and feel") for the System on

the television screens, which displays must be compatible with the

then existing technical standards of the System, provided that if RCCL

so elects, RCCL shall bear the cost of development of such graphics.

[Redacted - confidential treatment requested] If RCCL elects to use

such customized graphics displays, RCCL may either (i) develop such

customized graphics itself or contract for such development through a

third party, in which event SEAVISION will reasonably cooperate with

RCCL or such third-party, or (ii) request SEAVISION to develop such

customized graphics, in which event SEAVISION will undertake such

development on terms mutually agreeable to the parties. [Redacted -

confidential treatment requested]

b) Upgrades. SEAVISION agrees to provide upgrades to the hardware and/or


software used in the System, at no cost to RCCL, at such times and in

such manner as is reasonably necessary or appropriate, in SEAVISION's

sole opinion,

to maintain the System. RCCL shall have the right to review and

approve any such upgrade prior to its installation on any Vessel,

which approval shall not be unreasonably withheld or delayed by RCCL.

c) Installation. The System shall be installed and fully functional


onboard the MAJESTY OF THE SEAS on or before December 10, 1996. The

installation on RHAPSODY OF THE SEAS shall be completed and the System

fully operational prior to April 25, 1997.

d) Maintenance. SEAVISION shall be responsible for ensuring that the


System is in good, proper working order at all times during the Term

of this Agreement. The System shall at all times meet the technical

specifications set out in Exhibit C to this Agreement. SEAVISION

shall coordinate all work on the System with each Vessel's Chief

Engineer and/or Chief Electrician.

e) Comment Cards. SEAVISION acknowledges that RCCL distributes to and


collects from passengers comment cards requesting satisfaction ratings

of on-board services. SEAVISION agrees to address any issues raised

by such comment cards and to use reasonable efforts to comply with

RCCL requests to make changes to the System to correct deficiencies

noted in the System which are identified in the comment cards.

3. RCCL's Responsibilities.


a) Access to Vessel. RCCL hereby agrees to make available to SEAVISION in


respect to each Vessel (a) the Vessel to the extent necessary for

SEAVISION's installation, operation and maintenance of the System,

including but not limited to granting SEAVISION personnel reasonable

access to the television studio and video distribution system, (b)

such personnel as are reasonably necessary or appropriate to assist in

the successful installation, operation and maintenance of the System,

including but not limited to appropriate on-board support for, and

oversight of, the installation, operation and maintenance of the

System by a designated officer on that Vessel (provided however,

primary responsibility for maintenance and upkeep shall be the

responsibility of SEAVISION), (c) all reasonably necessary systems

integration support to allow the System to communicate with RCCL's on-

board systems, and (d) appropriate accommodations on-board the Vessel

for the SEAVISION personnel who are engaged in installing, operating

or maintaining the System on the Vessel.

b) Executive Personnel. With the prior approval of RCCL, SEAVISION's


executive personnel may travel from time to time on the Vessels as

needed to insure the performance by SEAVISION of its obligations

hereunder. In such cases, RCCL will make available, at no charge

(except for port charges, gratuities and personal items), passenger-

type accommodations for such executive personnel, unless all

passenger facilities have been utilized by paying passengers. Such

executive personnel shall travel alone on a space available basis and

not with their families or other guests and shall be bound by and

subject to all the terms and conditions of RCCL's passenger ticket

c) Marketing. RCCL hereby agrees to provide reasonable marketing support


for the System on-board the Vessels. Such marketing support shall

include, but not be limited to in-cabin collateral material, coverage

in the Cruise Compass and daily television guide (if any), mention by

the Cruise Director during his or her introductory remarks to

passengers on the Ship, and such other activities of a supporting

nature as are acceptable to both parties to this Agreement. RCCL

hereby agrees to work with SEAVISION's marketing personnel to develop

appropriate and effective means for testing and gauging passenger

reaction to the System on a regular basis. RCCL shall from time to

time, provide access to the Vessels while in their home port for

SEAVISION personnel and guests to demonstrate the System to potential

advertisers, marketers and clients. Such visits shall be requested in

advance and RCCL reserves the right to refuse to allow such visitors

onboard the Vessels on certain days. In addition, access to various

parts of the Vessel may be restricted.

d) Data. RCCL hereby agrees to provide the SEAVISION onboard manager with


the following data in electronic form (i.e., diskettes, tapes or

similar means) with respect to each passenger onboard the Vessel:

name, cabin assignment, dining assignment and folio number. In the

event SEAVISION acquires any additional passenger information such as

addresses and phone numbers as a result of the passenger's use of the

System (e.g. through the purchase of items to be mailed to the

passenger's home), SEAVISION agrees to keep such information in

confidence and not to sell, exchange or otherwise provide such

information to any other party without the prior written consent of

RCCL. Without limiting the foregoing, SEAVISION shall not sell any

lists of RCCL passenger names or use such names in any manner other

than as may be required to fulfill its obligations under this

Agreement. In the event SEAVISION is required to provide the

information to a fulfillment house to process orders, SEAVISION shall

use commercially reasonable efforts to ensure that such information is

kept confidential by such fulfillment house.

e) Collection of funds. RCCL hereby agrees to collect all monies paid or


payable by passengers in respect of Services provided on or through

the System and charged to the respective on-board account of such

passengers, except as set forth in Section 6 of this Agreement.

f) Equipment. RCCL hereby agrees to provide all in-cabin televisions and


television control modules; [Redacted - confidential treatment

requested] RCCL shall retain title to all television sets and control

4. [Redacted - confidential treatment requested]

5. Revenue-Sharing. [Redacted - confidential treatment requested]


6. Payment Terms.


a) Reports. On or before the twenty-first day of each calendar month


during the Term of this Agreement, SEAVISION shall provide RCCL with a

written report detailing the Adjusted Gross Revenue from cruises

completed during the prior calendar month (any cruise commencing

before last day of month will be considered completed in that current

month). The report shall separately identify the Adjusted Gross

Revenue for each module and the cost of goods and shall be in the form

attached as Exhibit F. This report shall govern the determination of

fees to be retained by RCCL and the revenues to be remitted by RCCL to

SEAVISION under the terms of this Agreement. In addition, SEAVISION

shall provide the reports listed on Exhibit G, samples of which

reports are attached as part of Exhibit G. SEAVISION shall provide

any and all hardware and/or software reasonably necessary or

appropriate to interface SEAVISION's accounting software with the

Vessel's property management system in order for SEAVISION to obtain

accurate accounting information for such reports, as further discussed

in Section 3a)(c) above.

b) Settlement. Within thirty (30) days after RCCL's receipt of the


monthly report delivered to RCCL by SEAVISION pursuant to the terms of

subsection a) above, RCCL shall remit to SEAVISION the Adjusted Gross

Revenue during the calendar month applicable to such report, less

RCCL's share of such Adjusted Gross Revenue as provided in Section 5.

SEAVISION shall pay to RCCL its portion of the Adjusted Gross Revenue

associated with the advertising within thirty (30) days of the close

of each month.

c) [Redacted - confidential treatment requested]

d) [Redacted - confidential treatment requested]

7. Term. [Redacted - confidential treatment requested]


8. Additional Vessels.


a) Grandeur and Enchantment. RCCL has the option to add its vessels,


GRANDEUR OF THE SEAS (delivery scheduled for December 1996) and

ENCHANTMENT OF THE SEAS (delivery scheduled for July 4, 1997), or

either one of them, as additional vessels under this Agreement. Such

additional vessels shall be governed by the same terms and conditions

contained in this

Agreement and, if added, shall be considered a "Vessel" as said term

is defined in this Agreement. [Redacted - confidential treatment


b) [Redacted - confidential treatment requested]

c) [Redacted - confidential treatment requested]

9. Facilities and Equipment.


a) "As is". SEAVISION accepts "as is" the existing facilities and


fixtures on the Vessels for the Concession. SEAVISION accepts "as is"

the existing storage facilities and all water, electricity, television

cabling and air conditioning systems incident to SEAVISION's

operations on the Vessel with consideration given to the fact that the

Vessel's storage facilities are limited. SEAVISION shall have the

opportunity of making a detailed site inspection of the facilities

prior to installation of the System. SEAVISION has provided RCCL with

specifications regarding HVAC and electrical requirements, which

specifications are attached hereto as Exhibit H. RCCL agrees that it

shall be RCCL's obligation to ensure that the HVAC and electrical

specifications are met.

b) Damage. SEAVISION shall give RCCL prompt written notice of any damage


to or defective condition in any part of the plumbing, electrical,

heating, air conditioning, television cabling or other system serving,

located in, or passing through the areas in which the Concession is

operating. Except as otherwise provided herein, SEAVISION shall, at

its own expense, keep the facilities under its control in good order

and condition during the term of this Agreement. SEAVISION shall not

make any alterations or additions to the such facilities without the

prior written consent of RCCL. Upon the termination of this Agreement,

RCCL shall have the option of requiring SEAVISION to remove any such

improvements at SEAVISION's cost and expense.

c) Storage. Subject to the provisions of subsection f) below, SEAVISION


shall be solely responsible for its storage areas and facilities and

will bear the risk of loss caused by SEAVISION's breach of any

governmental regulation or for SEAVISION's failure to comply with

requirements relative for the manifesting of goods for customs

purposes and for loading or off-loading on Landed Goods Advice (LGAs).

d) Locks and Security. RCCL will provide normal locks, seals and security


for storage areas and RCCL will cooperate in all efforts to provide

security for the property of SEAVISION, including all reasonable

efforts to see that said areas are not invaded or otherwise entered.

RCCL acknowledges that SEAVISION has no enforcement or disciplinary

power as to personnel other than SEAVISION's employees on board the

Vessel and RCCL agrees that the Vessel, through its

Master, will cooperate with SEAVISION to enforce security of

SEAVISION's property through such disciplinary measures or procedures

as are reasonably necessary and required.

e) Safe Storage. Subject to the approval of the Master, SEAVISION shall


safely stow for sea, and will maintain such safe stowage for sea, all

stores and other of its property, as well as all equipment, furniture,

or other items and any other property belonging to RCCL which

SEAVISION may use to perform its obligations hereunder, or which

otherwise may be in SEAVISION's control.

f) Unseaworthy Condition. SEAVISION shall not knowingly create an


unseaworthy condition in the performance of its obligations hereunder.

SEAVISION shall operate the Concession in a safe, careful and

businesslike manner.

g) Carrier's Release. Upon expiration or termination of this Agreement


for whatever reason, RCCL agrees to provide SEAVISION with a carrier's

release releasing all of SEAVISION's goods, equipment and wares for

off-loading, at the regularly scheduled port or port(s), as SEAVISION

may select, and that it will, in no way, inhibit or hamper SEAVISION's

right to take possession of the goods, equipment and wares and remove

the same from the Vessel, provided that all sums due RCCL or the

Vessel have been paid or placed in escrow or a bond for said amount is

purchased by SEAVISION. Notwithstanding anything to the contrary

herein, SEAVISION shall at all times retain title to all components of

the System which are provided by SEAVISION.

10. On-Board Personnel.


a) Training. SEAVISION will engage in its service aboard the Vessel one


(1) employee sufficiently trained and licensed in his/her duties who

will perform SEAVISION's obligations hereunder and in accordance with

the terms of this Agreement in a courteous and efficient manner so as

to meet high standards of operation ("SEAVISION's Operator(s)").

[Redacted - confidential treatment requested]

b) [Redacted - confidential treatment requested]

c) Meals. SEAVISION's Operator shall eat staff food in the appropriate


staff dining areas.

d) Appearance. SEAVISION's Operator shall, at all times, keep


himself/herself neatly groomed, well spoken and suitably attired in

compliance with Master's Standards.

e) Control. Subject to the provisions of Section 12, SEAVISION, at all


times, has the obligation and right to control all of the personnel

engaged by SEAVISION to perform its obligations hereunder.

11. Experience. SEAVISION represents that it is an experienced concessionaire


fully qualified to supervise and operate the Concession. SEAVISION shall

obtain and maintain in full force and effect throughout the term of this

Agreement, any and all permits or licenses necessary to operate the

Concession, including but not limited to trademark and copyright licenses.

12. Certain Obligations


a) Health and Moral Character. SEAVISION shall only employ persons who


are in good health, sober and of good moral character. Each of

SEAVISION's Operators must hold a doctor's health report on a form

approved by RCCL indicating that the employee is medically fit for

service on board the Vessel in accordance with standards established

by RCCL and which are the same as for RCCL's own employees. It shall

be SEAVISION's sole responsibility to employ persons who have valid

passports, visas and all other permits required by any governmental

authority whether United States or foreign in order that they might

enter and leave the ports of call of the Vessel.

b) SEAVISION Employees. SEAVISION's Operators are solely the employees of


SEAVISION and shall, under no circumstances, be deemed employees of

RCCL. SEAVISION is solely responsible for the payment of all wages,

vacation pay, commissions, benefits and repatriation expenses of each

of its employees. SEAVISION shall comply with all applicable laws,

governmental regulations or other governmental requirements relating

to wages, tax withholding and benefits paid to employees and governing

SEAVISION's conduct in connection therewith.

c) Independent Contractor and Waiver of Maritime Lien. SEAVISION


understands that it is not the agent of RCCL but is an independent

contractor and has no right to pledge the credit of RCCL or any Vessel

in any manner or sum whatsoever. SEAVISION shall not contract with

any supplier of merchandise unless the supplier executes a purchase

order containing a conspicuous notice to the effect that SEAVISION has

no right or authority to bind any Vessel or create a lien upon them

and that by acceptance of such purchase order, the supplier

acknowledges that he/she looks solely to SEAVISION and not the Vessel

for payment of goods ordered. Neither SEAVISION nor SEAVISION's

Operator shall have the right to assert maritime liens on any Vessel

for any payments due to them and SEAVISION, on behalf of itself and

its employees, hereby waives any rights that SEAVISION or its

employees may have to assert claims against RCCL under the Jones Act,

U.S. Code Section 688 et seq, or any other applicable law. In the

event that a lien is placed on any Vessel in contradiction

of the terms hereof or as a result of any act, omission or neglect by

SEAVISION or its employees, SEAVISION shall remove immediately, by

bond or otherwise, any such lien or reimburse RCCL for the cost

incurred by RCCL in obtaining its removal. Neither this Concession

Agreement nor the relationship of the parties hereby created

constitutes a partnership or a joint venture.

d) Picket Lines. SEAVISION shall immediately take all lawful action, at


its sole expense, to effect removal of any picket line or other

impediment to a Vessel's sailing resulting from any labor dispute

between SEAVISION and its employees or subcontractors.

e) Agent. SEAVISION irrevocably appoints the Master and Vessel's Hotel


Manager as its agent, with the power of overall supervision of

SEAVISION's Operator for purposes of health, safety and discipline of

each Vessel. For this purpose, SEAVISION's Operator will sign on

Ship's Articles and obey the Master's Rules and Regulations. The

foregoing will not in any way detract from or modify SEAVISION's

status as an independent contractor or its employer-employee

relationship with its personnel, and its right to control its

employees as described herein.

f) Repatriation. In the Master's discretion, and for purposes of health,


safety and discipline, the Master of any Vessel may require any

employee of SEAVISION to be removed with the employee's belongings

from the Vessel at any time when the Vessel is in port. If for any

reason any of SEAVISION's Operator is unable to be on board a Vessel

upon its scheduled departure from any port, SEAVISION shall be

responsible for the repatriation of said party, and SEAVISION shall be

fully responsible for any and all fines, penalties, and assessments

levied by any third party in connection with any violation of the

immigration laws of any government, nation, or country.

g) Prohibited Acts. SEAVISION's Operator are not permitted:


i) To carry or consume on board any Vessel any narcotic or other

drug which is prohibited, or for which a doctor's prescription

would be required, except pursuant to a program of medical care

under the direct supervision of the Vessel's doctor;

ii) To board the Vessel in an intoxicated state or to consume

alcoholic beverages aboard the Vessel to the point of

intoxication or to the point where during the subsequent

performance of their duties such consumption could become

apparent to the passengers;

iii) To engage in any form of gambling aboard the Vessel; and

iv) To sell any merchandise to passengers or crew members except in

the course of their duties and only during the agreed hours of

operation of SEAVISION's Concession thereunder.

13. Insurance.


a) Marine Hull and Machinery. RCCL agrees that the Vessel's owners shall,


at their own expense, provide and maintain marine hull and machinery

and war risk hull and machinery insurance covering the Vessel, with

first class marine underwriters, which insurance shall be endorsed to

designate the owners as the sole loss payee. In the event that

SEAVISION or its employees cause any loss or damage covered by this

insurance, or which would have been covered by this insurance but for

any deductible, SEAVISION agrees to reimburse owners for the

deductible applicable to such loss or damage; provided however,

SEAVISION's obligation to reimburse shall not exceed [Redacted -

confidential treatment requested]. While SEAVISION will not be named

in this insurance as an additional assured, neither the owners nor the

underwriters shall have any further right of recovery or subrogation

in excess of said deductible against SEAVISION on account of any loss

or any damage covered by such insurance.

b) Protection and Indemnity. RCCL shall, at its own expense, obtain and


maintain protection and indemnity insurance with first-class Marine

Underwriters which shall provide coverage to RCCL and SEAVISION. In

the event that SEAVISION or its employees cause any loss or damage

covered by this insurance, or which would have been covered by this

insurance but for any deductible, SEAVISION agrees to reimburse owners

for the deductible applicable to such loss or damage; provided however

such reimbursement shall not exceed [Redacted - confidential treatment


c) Medical. RCCL shall provide, at no charge to SEAVISION, the use of its


shipboard medical facilities for employees of SEAVISION while working

on the vessel. In addition, RCCL will permit SEAVISION to use the

shoreside medical facilities with which RCCL has provider agreements

for medical care for SEAVISION's employees who are working on RCCL's

vessels; provided, however, if SEAVISION elects to use such shoreside

facilities, SEAVISION shall reimburse RCCL for all expenses associated

with such medical care.

d) SEAVISION's Insurance. SEAVISION shall maintain general liability


insurance, in form and content acceptable to RCCL. Such insurance

shall name RCCL as an additional named insured and shall provide that

the insurance may not be canceled or modified without at least thirty

(30) days prior written notice to RCCL. [Redacted - confidential

treatment requested]

e) Limitation of Liability. Except as expressly provided elsewhere in


this Agreement, no party shall be liable for any indirect, special or

consequential damages arising out of this Agreement. SEAVISION's

liability shall not exceed [Redacted - confidential treatment

requested] in the aggregate, provided however, that the foregoing

limitations shall not apply to damages resulting from the gross

negligence or willful misconduct or SEAVISION, its employees or

agents. The warranties expressly set out in this Agreement are

exclusive and are in lieu of all other warranties, express or implied,

including without limitation the implied warranty of merchantability

and fitness for a particular purpose or any implied warranties arising

from course of performance, course of dealing or usage of trade.

14. Itinerary Changes, [Redacted - confidential treatment requested]. RCCL,


in its sole discretion and without liability to SEAVISION, may change the

itineraries of the Vessels. [Redacted - confidential treatment requested]

15. Force Majeure. RCCL shall not be liable to SEAVISION for any cruise


delays, cancellations or deviations, or any loss or damage to SEAVISION's

property, caused by acts outside the reasonable control of RCCL, including

Acts of God, acts of war, public enemies, government restrictions, perils

of the sea, mechanical difficulties, seizure or arrest of the Vessel, or

acts of passengers or other third parties.

16. Indemnification.


a) SEAVISION. SEAVISION shall indemnify and hold harmless RCCL, the


Vessels' owners, the successors and assigns of the foregoing, and

their respective officers, directors, employees and agents from and

against all damages, liabilities, claims and expenses (including

attorneys' fees and payments for deductibles under any insurance

policies) arising from or based upon SEAVISION's operations, or any

act, omission or neglect by SEAVISION or its employees or agents.

b) RCCL. RCCL shall indemnify and hold harmless SEAVISION, its successors


and permitted assigns, and their respective officers, directors,

employees and agents from and against all damages, liabilities, claims

and expenses (including attorneys' fees and payments for deductibles

under any insurance policies) arising from or based upon RCCL's

operations or any act, omission or neglect by RCCL or its employees or

17. Default.


a) Termination Upon Default. Either party may terminate this


Agreement immediately upon the occurrence of an event of default

by the other party. The following shall constitute events of

default under this Agreement:

i) Breach by either party of its obligations under this Agreement,

which such breach shall not be remedied within thirty (30) days

after receipt by the breaching party of written notice thereof

from the other party; provided, however, if such breach is as a

result of software errors or malfunctions, the cure period shall

be [redacted-confidential treatment requested] from receipt of

written notice and Seavision shall provide RCCL with a written

plan and timetable to remedy such software problem within

fifteen (15) days of receipt of written notice of such breach;

ii) The making by either party of any statement, representation or

warranty in this Agreement or in any document furnished or to be

furnished to the other party in connection herewith which shall

prove to be knowingly or recklessly untrue or incorrect in any

material respect, when made; or

iii) Either party (A) applying for or consenting to the appointment

of a receiver, trustee or liquidator of all or a substantial

part of its assets; (B) being unable or failing to pay or

admitting in writing its inability or failure to pay its debts

as they mature; (C) making a general assignment for the benefit

of creditors; (D) being adjudicated a bankrupt or insolvent or

being dissolved; (E) filing a petition in bankruptcy or for

reorganization or for an arrangement pursuant to a bankruptcy

act or any insolvency law; or (F) filing an answer admitting the

material allegation of, or consenting to, or defaulting in

answering a petition filed against it, in any bankruptcy,

reorganization or insolvency proceeding.

b) Rights and Remedies. Termination of this Agreement upon an event


of default shall be without prejudice to any other rights and

remedies available to the terminating party.

18. Applicable Law. This Agreement shall be governed by and interpreted in


accordance with the laws of Florida to the exclusion of all choice-of-law

rules which might otherwise be applicable except to the extent that

circumstances would reasonably require application of the admiralty and

maritime laws of the United States or the maritime laws of some other

jurisdiction to resolve specific issues pertaining solely to health and

safety or to mandatory requirements imposed by the laws of the state of the

Vessel's registry. Venue for all matters hereunder shall be in the courts

in Miami, Florida.

19. Confidentiality. Except as permission may be specifically granted to


SEAVISION in writing and in accordance with RCCL's rules, SEAVISION agrees

to hold in confidence and not disclose to any third party, except to

authorized persons in the course of its work for RCCL, any and all

information or data of a confidential nature not generally available to the

public that is delivered to SEAVISION, or that SEAVISION obtains, in the

course of its work for RCCL, relating to the business or operations of RCCL

or its associated

companies, including, but not limited to, financial information, marketing

plans, passenger names, personal data and addresses, designs, processes and

agreements. SEAVISION further agrees to comply with all confidentiality

agreements between RCCL and third parties (to the extent SEAVISION is

notified of such agreements) and understands that its obligations under

this confidentiality provision shall continue after the expiration of this

Agreement and until RCCL specifically releases such obligations in writing.

Except as permission may be specifically granted to RCCL in writing and in

accordance with SEAVISION's rules, RCCL agrees to hold in confidence and

not disclose to any third party, except to authorized persons in the course

of its work, any and all information of a confidential nature not generally

available to the public that is delivered to RCCL, or that RCCL obtains, in

the course of its work with SEAVISION, or as a result of SEAVISION's

performance of its obligations under this Agreement, relating to the

business or operations of SEAVISION or its associated companies, including,

but not limited to, (i) any knowledge gained by RCCL of SEAVISION's

proprietary application software or the configuration of the System; (ii)

SEAVISION's marketing and sales materials; (iii) the format of SEAVISION's

reports, including those for data management, revenue remittance and

marketing surveys; and (iv) SEAVISION's marketing and financial

information. RCCL further agrees to comply with all confidentiality

agreements between SEAVISION and third parties (to the extent RCCL is

notified of such agreements) and understands that its obligations under

this confidentiality provision shall continue after the expiration of this

Agreement and until SEAVISION specifically releases such obligations in

RCCL acknowledges that the System represents and will continue to represent

the valuable, confidential and proprietary property of SEAVISION.

SEAVISION is not by this Agreement conveying to RCCL any exclusive

proprietary or ownership rights in the System, including, but not limited,

to any patent, copyright, trademark, service mark, trade secret, trade name

or other intellectual property rights, except that RCCL will have the

limited rights expressly set forth in this Agreement. Accordingly, RCCL

acknowledges that, except as expressly provided for in this Agreement, RCCL

possesses no title to or ownership of any System or any portion thereof.

RCCL will keep the System free and clear of all claims, liens and

encumbrances resulting from actions or omissions of RCCL.

Each party agrees, during the Term of this Agreement and thereafter, to

maintain the confidential nature of the terms and conditions of this

Each party acknowledges that its violation of its confidentiality or non-

disclosure obligations under this Agreement may cause irreparable damage to

the other that cannot be fully remedied by money damages. Accordingly, in

the event of any such violation or threatened violation, the injured party

will be entitled, in addition to pursuing any other remedy available to it

under this Agreement or at law, to obtain injunctive or other

equitable relief from any court of competent jurisdiction as may be

necessary or appropriate to prevent any further violations thereof.

20. Miscellaneous.


a) Entire Agreement. This Agreement shall constitute the entire agreement


between the parties relative to concessions on the Vessels and all

prior negotiations, agreements and communications shall be merged

herein and superseded hereby.

b) Amendments. The terms of this Agreement may not be waived, altered,


modified, amended or supplemented in any manner whatsoever except by a

written document duly executed by both parties hereto.

c) Assignments. Neither party may assign this Agreement, in whole or in


part, without the prior written consent of the other party.

The foregoing is not intended to apply to a sale of the stock of

either company or a merger or consolidation which results in a change

of ownership of the company.

d) Press Releases. The parties shall consult with each other and issue a


press release with respect to this Agreement as soon as practical

after the execution hereof. During the term of this Agreement, RCCL

agrees to use best efforts to include a reference to SEAVISION in any

press releases relating to any vessels on which the System is

installed (or is planned to be installed) and in which interactive

television services are discussed.

e) Waivers. No waiver by any party of any inaccuracy of representation,


breach or rights or remedies provided hereunder and no course of

dealing shall be deemed a continuing waiver of the same inaccuracy,

breach or any other right or remedy, unless such waiver is in writing

and is signed by the party sought to be bound. The failure of a party

to exercise any right or remedy shall not be deemed a waiver of such

right or remedy in the future.

f) Modification and Severability. If a court of competent jurisdiction


declares that any provision of this Agreement is illegal, invalid or

unenforceable, then such provision shall be modified automatically to

the extent necessary to make such provision fully legal, valid or

enforceable, and this Agreement otherwise shall remain in full force

and effect.

g) Enforceability. This Agreement shall be enforceable by and against


RCCL and SEAVISION and their respective successors and permitted

h) Books and Records. SEAVISION shall at all times keep complete and


accurate books, records and accounts pertinent to this Agreement.

Said books, records and accounts shall be retained for a period of at

least three (3) years after the expiration or other termination of

this Agreement and shall, at all reasonable times, be accessible to

and open for inspection, examination, audit and copying by RCCL.

i) Notices. All notices, demands, requests and other communications


required or permitted to be given to any party hereto in connection

herewith (1) must be in writing and (2) may be served either by (A)

depositing the same in the mail, full postage prepaid, certified or

registered with return receipt requested, (B) delivering the same by

an internationally recognized air courier service, full delivery cost

paid, (C) delivering the same in person, or (D) sending a telecopy of

same, confirming with a copy thereof delivered either by mail or air

courier service. Any notice, demand, request or other communication

served in the foregoing manner shall be deemed given upon delivery in

person, three business days after mailing, two business days after

sending by air courier, or on the first business day after sending by

telecopy. For the purposes hereof, the addresses and telecopier

numbers of the parties hereto are as follows:

If to RCCL: Royal Caribbean Cruises Ltd.

1050 Caribbean Way

Miami, Florida 33132

Attn: Executive VP, Operations

Telecopier Number (305) 372-0441

cc: Legal Department

If to SEAVISION: SeaVision Inc.

381 Mansfield Avenue

Pittsburgh, PA 15220

Attn: Brian Blair, Chief Operating Officer

Telecopier Number (305) 377-2221

Any party hereto may change its address for the purposes hereof by giving notice of such change of address to the other party in the manner provided herein.

IN WITNESS WHEREOF, RCCL and SEAVISION have executed this Agreement the dates set forth below.

SEAVISION INC., a Delaware Corporation

By: /s/ Brian Blair

----------------------------- Name: Brian Blair Title: Chief Operating Officer Dated: September 17, 1996

Royal Caribbean Cruises Ltd., a Liberian corporation

By: /s/ Peter G. Whelpton By: /s/ G. Edward Bollinger

------------------------------ ---------------------------------- Name: Peter G. Whelpton Name: G. Edward Bollinger Title: Executive Vice President, Title: Vice President, Purchasing

Operations Properties & Logistics Dated: September 17, 1996 Dated: September 17, 1996

Exhibit A: Description of System (hardware and software components) Exhibit B: Description of Services

Annex 1: [Redacted - confidential treatment requested] Exhibit C: Technical Performance Standards Exhibit D: Specifications Exhibit E: Cost of Goods Exhibit F: Settlement Form Exhibit G: List of Reporting Requirements Exhibit H: HVAC Specifications Exhibit I: Privileges


Primary Hardware and Software Components of the System to be provided

by SeaVision


[Redacted - confidential treatment requested]


Entertainment and Interactive Services to be Provided by SEAVISION


"Basic" SEAVISION Package: Services Provided at No Charge - ---------------------------------------------------------

. In-Cabin Room Service Ordering: Passengers will be able to order RCCL's

standard room service menu, including beverages charged to their cabin

account, through the System. Orders will be printed out in appropriate

pantries and/or galleys for delivery by RCCL personnel. SEAVISION shall

provide, as part of the System, printers and/or monitors to be used in such

pantries and/or galleys for such purpose.

. Shore Excursion Ordering: Passengers will be able to watch videos of shore

excursions and purchase tickets for shore excursions on and through the

System by using their television remote-control. Orders will be printed

out in the appropriate shore excursion office of RCCL, with tickets in

respect thereof to be delivered by RCCL personnel. The System, at RCCL's

option, will provide appropriate inventory control. SEAVISION will assist

with the development of the interface with RCCL's shore excursion system.

. Guest Survey: The System shall include guest satisfaction and guest

information surveys the forms of which are to be agreed upon by RCCL. RCCL

may periodically adjust or revise such questions.

. Cruise Compass: The System shall include the daily Cruise Compass.

. Wine Ordering: Passengers will be able to view a wine menu on the System and

order their selection with their television remote-controls. Orders will

be printed out in the Wine Steward's office or wine cellar, for delivery by

RCCL personnel at the designated meal.

. Interface with RCCL's Property Management System: The System will interface

with the Vessel's property management system to enable appropriate charges

to be applied to passenger accounts.

. Interface with RCCL's Shore Excursion System: The System will interface

with the Vessel shore excursion system to enable shore excursion tickets to

be ordered and appropriate charges to be applied to passenger accounts.

. Passenger Folio Review: Each passenger will be able to use the System to

review a summary of their on-board account.

. Access Control: The System will be designed to limit access to only those

persons who are adult passengers or who are minors under adult supervision.

Passengers will be able to limit access to various services, such as gaming

and adult programming, by enabling lock-out codes and using password

. Report Generation: The System will generate detailed activity reports,

which will be made available to RCCL for the purposes of revenue payments to

SEAVISION. SEAVISION shall also provide, at RCCL's request, reports

pertaining to passenger usage of the System.

. Language Options: The System will have the modules available in various

languages, to be mutually agreed upon between RCCL and SEAVISION.

. Future Cruise Module: RCCL will be able to feature information on other

cruises and itineraries through the System.

. Gaming Tutorials: The system shall provide on demand access to various

gaming tutorials.

. Safety Instructions: The System shall provide on demand access to safety

information regarding the Vessel.

RCCL shall be responsible for providing all ticket stock, videos and

photographs for shore excursions, wine ordering, gaming tutorials, future

cruise modules and safety instructions. RCCL shall retain control over all

materials included in such programs. RCCL may choose, at its option, to

produce its own videos and photographs, retain SEAVISION for this purpose

and reimburse SEAVISION for all its costs incurred in connection with

producing the same, or contract with a third party to produce such videos

and/or photographs, provided, however, that any videos and photographs

produced by any such third party shall in all ways meet SEAVISION's

technical standards for use on the System. If RCCL elects to have SEAVISION

produce any such videos or photographs, SEAVISION shall provide RCCL with

detailed cost estimates prior to the initiation of video and photograph

production. Such estimates will include the cost of preproduction

scripting and preparation and the cost of sending crews aboard RCCL's

Vessels for taping, photographing and post-production editing. RCCL shall

pay these costs directly to SEAVISION as a supplier.

[Redacted - confidential treatment requested]

Revenue-Generating and Pay-Per-View Entertainment Services - -----------------------------------------------------------

RCCL will be entitled to a portion of the Adjusted Gross Revenues generated by the following revenue services, pursuant to and in accordance with the terms of Section 5 of the Agreement.

[Redacted - confidential treatment requested] Revenue Services:

. Video-on-Demand: Passengers will be able to purchase movies and other

entertainment options such as taped concerts, on demand, using the System

and their television remote-control. SEAVISION shall determine the fee

that will be levied for each such order and charged to such passengers'

respective onboard accounts. Such fee shall be subject to RCCL's prior

approval, which shall not be unreasonably withheld, and in any event shall

be consistent with the fees charged for similar services on comparable

cruise lines and luxury hotels. Subject to RCCL's approval, adult

programming may be offered. SEAVISION shall be responsible for all

licenses, including but not limited to copyright licenses, which are needed

in order to show such entertainment.

. Gaming Options: Passengers will be able to play video slots, blackjack and

poker on the System. Any additional games that SEAVISION may desire to

provide on the System shall be subject to the parties' mutual agreement.

[Redacted - confidential treatment requested]

. Shopping: SEAVISION will offer passengers interactive video shopping on the

[Redacted - confidential treatment requested]

. Advertising and Promotion: SEAVISION shall have the exclusive right to sell

advertising on the System [Redacted - confidential treatment requested] to

third parties for the purposes of advertising, promotions and marketing of

their companies, products or services. [Redacted - confidential treatment


[Redacted - confidential treatment requested]

Interactive advertising on the System by concessionaires on board the

Vessel, including but not limited to the beauty salon and spa and

photographer will be by mutual agreement between SEAVISION and those

suppliers. RCCL will be entitled to a portion of the Adjusted Gross

Revenues generated by any fees paid by such concessionaires, pursuant

to and in accordance with the terms of Section 5 of the Agreement.

[Redacted - confidential treatment requested]

[Redacted - confidential treatment requested]

. Digital Photography: RCCL at its option, may select as an additional

feature for the System to provide digital photography. If selected,

passengers will be able to view in their cabins personal photographs taken

by the on-board photo concessionaire. The system will display the

photographs allowing the passengers to purchase a variety of sizes and

poses. This services can include, subject to RCCL approval, kiosk based

applications which will provide an entertaining and easy-to-use graphical,

touch screen interface to purchase "instant" photographs with a wide

variety of backgrounds and in various sizes. In the event RCCL selects to

offer such service, the terms of the service shall be set forth in an

addendum to this Agreement.

. Crew Amenities: RCCL, at its option, may elect to have additional services

provided to its crew on the Vessels, subject to the prior mutual agreement

of the parties. Annex 1:

[Redacted - confidential treatment requested]


Technical Performance Standards for the System

[Redacted - confidential treatment requested]

Exhibit D

[Redacted - confidential treatment requested]

Exhibit E

"Adjusted Gross Revenues" - Cost of Goods

[Redacted - confidential treatment requested]


[Redacted - confidential treatment requested]


[Redacted - confidential treatment requested]


[Redacted - confidential treatment requested]



[Redacted - confidential treatment requested]