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EXHIBIT 10.1



COMPOSITE EXECUTION VERSION

NOTE: THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. PORTIONS OF
THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN
REDACTED AND ARE MARKED HEREIN BY ***. SUCH REDACTED INFORMATION HAS BEEN
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO THE CONFIDENTIAL TREATMENT
REQUEST.

ON COMMAND CORPORATION  MARRIOTT INTERNATIONAL
SERVICE AGREEMENT

ARTICLE I.
    
    DEFINITIONS
    
    
    3ARTICLE II.
    
    TERM
    
    
    3ARTICLE III.
    
    PILOT
    
    
    4ARTICLE IV.
    
    APPLICABILITY TO HOTELS
    
    
    5ARTICLE V.
    
    INSTALLATION
    
    
    6ARTICLE VI.
    
    SERVICES; SYSTEM UPGRADES
    
    
    8ARTICLE VII.
    
    EXCLUSIVITY
    
    
    8ARTICLE VIII.
    
    PAY-PER-USAGE SERVICES
    
    
    9ARTICLE IX.
    
    FREE-TO-GUEST SERVICES
    
    
    15ARTICLE X.
    
    MATV SYSTEM; HOTEL PMS
    
    
    18ARTICLE XI.
    
    OWNERSHIP OF THE SYSTEM
    
    
    19ARTICLE XII.
    
    HOTEL FACILITIES; COMPLIMENTARY ROOMS
    
    
    21ARTICLE XIII.
    
    OPERATION AND MAINTENANCE OF THE SYSTEM
    
    
    21ARTICLE XIV.
    
    PUBLICITY REGARDING THE SYSTEM
    
    
    26ARTICLE XV.
    
    TRAINING AND CONSULTATION
    
    
    26ARTICLE XVI.
    
    SPECIAL WARRANTIES AND COVENANTS OF HOTEL
    
    
    26ARTICLE XVII.
    
    INSURANCE
    
    
    27ARTICLE XVIII.
    
    CONFIDENTIALITY
    
    
    28ARTICLE XIX.
    
    OWNERSHIP RIGHTS
    
    
    29ARTICLE XX.
    
    DEFAULT; FORCE MAJEURE
    
    
    31ARTICLE XXI.
    
    WARRANTIES; DISCLAIMER;
LIMITATION OF LIABILITY
    
    
    34ARTICLE XXII.
    
    GENERAL TERMS
    
    
    35ARTICLE XXIII.
    
    APPENDIX
    
    
    39


EXHIBITSA
    
    Installation Priority (Section 5.2)B
    
    Pay-Per-Usage Service Fee (Section 8.4)C
    
    Revenue Sharing (Section 8.6)D
    
    Taxes (Section 8.6)E-1
    
    Basic Cable Channel Lineup (Section 9.2)E-2
    
    Optional Expanded Cable LineupE-3
    
    Broadcast Lineup (Section 9.3)F
    
    Deliberately left blank






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G
    
    Termination Charges (Section 20.3)H
    
    Generation III Platform (Appendix)I
    
    Bundled Pricing for Pilot Hotels (Section 8.13)






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COMPOSITE EXECUTION VERSION

ON COMMAND CORPORATION  MARRIOTT INTERNATIONAL
SERVICE AGREEMENT

THIS SERVICE AGREEMENT (this Agreement) is entered into as of this 21st day
of March, 2001 (Effective Date) between On Command Corporation (OCC), a
Delaware corporation, with offices at 7900 E. Union Avenue, Denver, CO 80237,
and Marriott International, Inc., a Delaware corporation with offices at 10400
Fernwood Road, Bethesda, Maryland, 20817, on behalf of itself and its
majority-owned or controlled affiliates (Marriott), sets forth the terms for
the provision of services to guests of the hotels covered by this Agreement
through an OCC supplied system and related materials.

WHEREAS, Marriott operates hotels for the lodging of guests in separate private
rooms or suites that are customarily available for overnight sleeping
accommodations;

WHEREAS, Marriott desires to offer Guests the opportunity to purchase in-room
electronic entertainment and information services using the System;

WHEREAS, Marriott desires to make Services available to Guests;

WHEREAS, OCC desires to furnish the Services at the Hotels using the System;
and

WHEREAS, Marriott and OCC desire to grant each other the rights and obligations
necessary to implement the System and offer the Services on the terms and
conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties herein contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:

ARTICLE I. DEFINITIONS

1.1 Interpretation. Certain terms used in this Agreement are defined in the
Appendix (beginning on the page after the signature page). Terms other than
those defined within this Agreement shall be given their plain English meaning,
and those terms known in the information technology industry shall be
interpreted in accordance with their generally known meanings. Unless the
context otherwise requires, words importing the singular include the plural and
vice-versa. The word including and its derivatives shall mean including
but not limited to.

ARTICLE II. TERM

2.1 Agreement Term. This Agreement shall commence on the Effective Date and
shall expire, unless sooner terminated in accordance with this Agreement, on
the latest Hotel Termination Date (as the same may be renewed from time to time
in accordance herewith, the Agreement Term).

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2.2 Hotel Term. With respect to a Hotel, this Agreement shall have a term of
seven (7) years, which term shall commence on the date on which Marriott and
OCC agree that the System has been installed and is fully functional (Hotel
Commencement Date) and shall expire, unless sooner terminated in accordance
with this Agreement, seven (7) calendar years thereafter (Hotel Termination
Date) (as the same may be renewed from time to time in accordance herewith,
the Hotel Term). This Section shall be subject to Section 4.2 with respect
to certain Hotels with Existing OCC Agreements.

2.3 Renewal. Upon the seventh (7th) annual anniversary of the Hotel
Commencement Date with regard to that Hotel the term will automatically renew
for a 12-month period (Renewal Term), subject to the right of Marriott to
terminate without renewal upon giving written notice to OCC not less than sixty
(60) days prior to the relevant Hotel Termination Date and the right of OCC to
terminate without renewal upon giving written notice to Marriott not less than
six (6) months prior to the relevant Hotel Termination Date. The date for
termination specified in the notice shall be the last day of the month in which
the relevant Hotel Termination Date falls. During a Renewal Term, Hotel may
terminate the Agreement at any time upon giving sixty (60) days prior written
notice to OCC, and OCC may terminate the Agreement at any time upon giving six
(6) months prior written notice to Hotel.

2.4 Termination by Hotel Before End of Term.. Except as provided in Section
20.2 (OCC Default), a Hotel shall have the right to terminate its Hotel Term
prior to the expiration thereof only after year five of the applicable Hotel
Term, by providing OCC with ninety days prior written notice and paying to OCC
the Termination Charge described in Section 20.3 and Exhibit G.

2.5 Preexisting Competitive Commitments. If the Hotel is party to or covered
by an existing agreement with a provider of any Competing Service (Preexisting
Competitive Commitments), at the date of this Agreement, OCC shall not begin
installing the System until the earlier to occur of (i) such time as all of the
Hotels Preexisting Competitive Commitments expire or are terminated or (ii)
Marriott determines, in its sole discretion, that the System can be installed
and the Services provided notwithstanding the existence of any such Preexisting
Competitive Commitment (provided, however, that if pursuant to this clause
(ii), Marriott requests that the System be installed in a Hotel prior to
removal of the system covered by the Pre-existing Competitive Commitment,
installation of the System shall be subject to OCCs prior written consent, not
to be unreasonably withheld). Marriott agrees to cause any Hotel to terminate
and not renew each Preexisting Competitive Commitment as soon as reasonably
practicable under the circumstances without causing a breach thereunder or
incurring any liability thereunder.

ARTICLE III. PILOT

3.1 Pilot. OCC, at its sole cost, will design and install a fully functional
System (using the Generation III Platform) in all guest rooms in the following
Hotels (the Pilot Hotels):



| |  | Bethesda Marriott
|- |  | -----------------



| |  | Denver Marriott Tech Center
|- |  | ---------------------------



| |  | San Diego Marriott Hotel and Marina
|- |  | -----------------------------------

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3.2 Acceptance.

(a) The installation of the System at the Pilot Hotels shall be completed as
soon as practicable after the Effective Date, but in any event not later than
March 1, 2001. A 30-day trial of the System in the Pilot Hotels shall be
completed not later than March 31, 2001.

(b) By no later than *** following the completion of the trial, Marriott shall
notify OCC in writing if Marriott has accepted the System or if the System has
not performed to its satisfaction. If in such notice Marriott states that it
has accepted the System, OCC shall, within *** of receipt of such notice,
commence installation of the System (as accepted by Marriott) pursuant to the
installation provisions of this Agreement.

(c) If in such notice Marriott states that the System did not perform to its
satisfaction, then Marriott shall, within *** of such notice, identify the
deficiencies to OCC in writing and OCC shall have an additional *** after
receipt of such notice to correct all such identified deficiencies. If at the
end of such *** correction period such corrections are not fully effected in
Marriotts reasonable discretion, then Marriott shall have the right to
terminate this Agreement with no further liability or obligation hereunder by
providing written notice of termination within ten (10) days following
completion of such *** correction period, and OCC shall remove the System from
the Pilot Hotels pursuant to the provisions of Section 11.3. If Marriott
accepts the System following the cure, it shall so notify OCC in writing within
*** following completion of such *** correction period, and OCC shall install
the System (as modified following the cure) pursuant to the installation
provisions of this Agreement.

(d) The date on which Marriott accepts the System in writing following the
trial shall be the Acceptance Date.

ARTICLE IV. APPLICABILITY TO HOTELS

4.1 Scope. This Agreement applies to all Hotels, subject to Section 2.4
regarding Hotels with Pre-Existing Competitive Commitments.

4.2 Hotels with Existing OCC Agreements.

(a) The parties acknowledge that there are Hotels that have entered into
agreements with OCC for delivery of in-room entertainment services (e.g.,
pay-per-view, cable programming, and the like) prior to having the System
installed under this Agreement (Existing OCC Agreements). Once such a Hotel
installs the System under this Agreement, then as of the Hotel Commencement
Date for such Hotel, the Existing OCC Agreement shall be automatically
terminated with no liability therefor to the Hotel, OCC, or Marriott, and such
Hotel shall be deemed covered by this Agreement.

(b) The parties acknowledge that as part of Marriotts business, non-Marriott
hotels will be converted into hotels that are operated by Marriott under a
Covered Brand (Converted Marriott Hotels). If a Converted Marriott Hotel
entered into an Existing OCC Agreement prior to its conversion, then the Hotel
Term for such Converted Marriott Hotel shall be deemed to have commenced on
such Converted Marriott Hotels original term commencement date under the
Existing OCC Agreement. Notwithstanding the foregoing, if OCC installs the
System in such

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Converted Marriott Hotel under this Agreement, then the Hotel Term Commencement
Date for such Converted Marriott Hotel shall be as provided in Article II. In
addition, if less than 24 months have elapsed in such Converted Marriott
Hotels original term under the Existing OCC Agreement, then the Hotel Term
Commencement Date for such Converted Marriott Hotel shall be as provided in
Article II.

4.3 Adding Covered Brands. In the event that Marriott acquires or develops a
new lodging brand after the Effective Date or decides to add an existing brand
not then covered by this Agreement, it may add such new brand as a Covered
Brand with OCCs prior written consent, not to be unreasonably withheld.
Relevant factors to be considered in determining whether a new brand should be
added as a Covered Brand, include the extent to which the new brand is
comparable to a then-existing Covered Brand in terms of the target customer
segment, average hotel size, and services to be provided. If a new brand is
added as a Covered Brand, it shall be treated under this Agreement in the same
manner as the most comparable then-existing Covered Brand based on the
foregoing factors.

4.4 Franchised Hotels. The Services shall be made available to hotels
franchised by Marriott under the Covered Brands (Marriott Franchised Hotels)
on the same terms and conditions as they are made available to the Hotels.
Marriott shall use reasonable efforts to encourage Marriott Franchised Hotels
to use the Services, it being understood that Marriott can make no commitments
regarding, and has no control over, whether Marriott Franchised Hotels will
elect to receive the Services.

4.5 ***

4.6 Departing Hotels. Notwithstanding anything in this Agreement to the
contrary, in the event that a Hotel should cease to be managed by Marriott,
Marriott will use reasonable efforts to assign to the new hotel owner or
manager the terms and obligations of this Agreement as pertaining to such
Hotel. Such reasonable efforts shall include providing reasonable cooperation
to OCC in the efforts OCC may desire to make to obtain the agreement of the new
hotel owner or manager to accept such assignment. In the event that such
attempted assignment is not completed despite such exercise of reasonable
efforts, this Agreement shall be deemed to have been terminated without
termination liability to Marriott.

ARTICLE V. INSTALLATION

5.1 Installation Schedule. On the first day of the month following the
Acceptance Date, but no earlier than ***, OCC shall install the System, on the
following minimum Room schedule, at the Hotels in accordance with the priority
order designated by Marriott with the consent of OCC (such consent not to be
unreasonably withheld):


    
    1st month:
    
    *** rooms
    
    2nd  3rd months:
    
    *** rooms per month
    
    4th  9th months:
    
    *** rooms per month
    
    Thereafter:
    
    *** rooms per month until all Hotels have been installed


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Unless otherwise agreed by Marriott, for purposes of the foregoing monthly Room
installation requirement, OCC will not be deemed to have installed any of the
Rooms in a Hotel unless it has installed the System in all Rooms in such Hotel.

5.2 Initial Priority Designation. As of the Effective Date, Marriott has
designated, with OCCs consent, the initial priority order of Hotels for System
installation as set forth in Exhibit Aattached hereto (provided that Marriott
has accepted the System under Article 3). Marriott shall advise OCC of future
installation priorities reasonably in advance so that OCC can meet the
installation schedule set forth in Section 5.1.

5.3 Installation Preference. *** Without limiting OCCs obligations under the
foregoing and under Section 5.1: For the first *** following the Acceptance
Date, in no event will the Hotels comprise less than *** of the rooms in which
the System (or any system substantially similar thereto, i.e., a system based
on the platform known as OCX, the Generation III Platform, or any similar or
later-developed platform) is being installed by OCC in any month. Thereafter,
the *** requirement regarding installations shall continue to apply if OCC has
not met its obligations under Section 5.1, until *** Rooms have been installed.

5.4 Additional Installation Provisions.

(a) The Hotel shall provide such access as OCC reasonably may request to
enable OCC to complete the installation of the System and shall provide all
Hotel Facilities in reasonable time to allow OCC to complete installation. OCC
shall test the System to ensure functionality and adherence to the terms of
this Agreement both during and immediately following installation. The Hotel
shall provide OCC a secure storage location for its equipment during the
installation process.

(b) *** These costs shall include but shall not be limited to purchasing,
installing, and maintaining the System, all cables required by the System or
used to connect the System to other Hotel systems such as the property
management computer, providing telecommunications connections for high-speed
Internet access through the System, and any necessary interfaces with the STSN
Internet Access System.

(c) All equipment installed, provided, or modified by OCC, its agents, or
subcontractors shall be listed by the Underwriters Laboratory, Inc. (UL) or
shall be built to their standards. OCC represents and warrants that all
design, equipment, and installation shall be in strict compliance with the
National Electrical Code Handbook as published by the National Fire Protection
Association and as amended periodically, Federal Communications Commission
requirements, and local or other governing codes.

(d) OCC agrees that the equipment installed and/or the connections to the
existing TV or antenna, satellite or cable system will not impair in any way
the ordinary reception of broadcast programs or other services on the cable
system, or the STSN Internet Access System.

(e) Installation shall be performed in a professional, workmanlike manner,
through use of reasonable care, and in accordance with industry standards. OCC
agrees to coordinate

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with each Hotel any installation, repair, maintenance, replacement, or
removal so as to minimize the disruption to or inconvenience of the Hotels
guests or employees or the daily Hotel operations and so as to initiate and
complete those tasks as expeditiously as possible.

ARTICLE VI. SERVICES; SYSTEM UPGRADES

6.1 Services. OCC will perform the Services as described in this Agreement,
including providing the In-Room Electronic Services through the System to the
Hotels. If any services, functions, or responsibilities not specifically
described or enumerated in this Agreement are necessary for the proper
performance of OCCs obligations hereunder, they shall be deemed included
within the scope of the Services.

6.2 System Upgrades.

(a) OCC will upgrade the System, including the software, hardware, and
other equipment that are a part thereof***, such that the System installed in
each of the Hotels will provide a service to the guest which is consistent in
terms of functionality with (i) OCCs latest offerings to other lodging
companies, (ii) in-room entertainment technology offered by other service
providers to lodging properties, and (iii) improvements in entertainment and
television technology in the lodging industry (collectively, System
Upgrades). Marriott shall have the right to approve System Upgrades prior to
installation in Hotels, such approval not to be unreasonably withheld. In
determining whether the System is consistent with (i), (ii), or (iii) above,
among the factors to be considered include the extent to which the offerings to
which the System is being compared are extant in the lodging industry at hotels
which are comparable to then-existing Covered Brands in terms of target
customer segment, average hotel size and services to be provided.

(A) To the extent System Upgrades occur after OCC has installed a System
in a Hotel, OCC shall install the System Upgrade in such Hotel as promptly as
reasonably practicable (Retroactive System Upgrade) under an installation
schedule and Hotel proposed by Marriott for OCCs consent, not to be
unreasonably withheld (such priority and schedule to be subject to the
installation preference in Section 5.3). The actual costs for a Retroactive
System Upgrade, including the costs of any required changes to the MATV System
***

6.3 Technology Committee. OCC will form a technology committee comprised of
OCCs Senior Vice President of Strategic Development and Senior Vice President
of Engineering, Marriotts Chief Information Officer or his/her designee,
Marriotts Senior Vice President of North American Lodging Operations or
his/her designee, and a senior STSN representative. This committee will meet
quarterly to discuss technological issues in the lodging industry, and to
provide guidance on technology development and potential future System
Upgrades.

ARTICLE VII. EXCLUSIVITY

7.1 Hotel Exclusivity; No Competing Services. Provided that Marriott accepts
the System as provided in Article 3, and subject to the terms and conditions
of this Agreement, Marriott agrees that OCC will be the sole and exclusive
provider of In-Room Electronic Services at each Hotel during the Hotel Term for
such Hotel. Accordingly, Marriott agrees that it will not permit any

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Competing Service to be made available to Rooms in the Hotels. Hotels that
have, as of the Effective Date, already installed a Competing Service shall be
exempt from this exclusivity obligation.

7.2 General Exclusivity. Provided that the Marriott accepts the System as
provided in Article 3, and subject to the terms and conditions of this
Agreement, Marriott agrees that, for the *** period commencing on the Effective
Date, Marriott will not enter into an agreement with any third party to provide
a Competing Service for the Hotels. From and after the *** anniversary of the
Effective Date, Marriott shall be free to recommend, purchase and/or install
any Competing System in any Hotel(s) not then bound by this Agreement, and OCC
shall have the right to propose a new agreement to the such Hotel(s) with terms
which differ from those set out in this Agreement.

ARTICLE VIII. PAY-PER-USAGE SERVICES

8.1 Pay-Per-Usage Services. Pay-Per-Usage Services means in-room electronic
entertainment and information services that OCC shall make available to Guests
for purchase using the System, which services shall include, without
limitation, (i) movies, specialized videos (such as workout, health and
exercise), special events and short feature programming (Movies and Events),
(ii) interactive video games (Games), (iii) Internet access by TV and/or
otherwise as approved by Marriott in advance (Internet TV) (iv) music
programming (Music) and (v) any other services that OCC and Marriott agree to
offer to Guests and for which Guests or other persons at the Hotel are charged
a separate fee. The content of all Pay-Per-Usage Services, including, without
limitation, all user interface, design and content, positioning and
packaging***. The programming of the Pay-Per-Usage Services shall be in
accordance with the following:

(a) Movies and Events. OCC shall provide Guests with multiple (but in no
event fewer than *** in any Hotel at any time) in-room Movies and Events that
Guests may access on demand using the System. OCC shall select *** the Movies
and Events to be made available to the Guests; provided, however, at least ***
of such Movies in any Hotel at any time shall be Motion Picture Association of
America (MPAA) -rated films (Rated Movies) and the balance may include
other content and other films. Of the Rated Movies, at least *** shall have
received ratings of G, PG, PG-13 or R from the MPAA.

(b) Video Games. OCC shall provide Guests with access to not fewer than
*** (at any time at any Hotel) interactive video games using the System, on a
***.

(c) Internet TV. OCC shall provide Guests with in-room access to the
Internet, using a special browser that is part of the System, a Keyboard, the
System TV as a display device and, if necessary, an in-room network termination
device. Through the Agreement Term, other methods of providing in-room
Internet access using the System may also be made available to Guests, with
Marriotts prior written consent.

(i) Internet TV Portal shall mean the start-up screens, all menu screens
and the material displayed upon those screens, appearing when Guests access the
Internet TV Service.

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(ii) OCC acknowledges that Marriott intends to present a consistent portal
experience to its guests, regardless of the method chosen by the guest to
access the portal. Accordingly, OCC shall design and develop the Internet TV
Portal such that it has substantially the same design elements and look and
feel as the portal for the STSN Internet Access System, including the
presentation of advertisements and other shared content. In addition, except
with respect to OCC trademarks, Marriott shall have the right to replicate the
design elements and look and feel of the Internet TV Portal for use by Marriott
in other services and venues, such as in web sites developed or used by
Marriott.

(iii) *** The Internet TV Portal, as approved by Marriott, shall be for
Marriotts exclusive use and may not be made available to other hotel
companies.

(iv) The Internet TV Portal shall contain prominent links to Marriott
content and services, including the Virtual Personal Concierge and promotional
content.

(v) Marriott may participate in the design and development of the Internet
TV Portal. Such participation may consist of providing design and look and
feel elements, content, links, features and functions, with OCCs consent, not
to be unreasonably withheld. Use by either Marriott or OCC of third parties to
assist in the design and development of the Internet TV Portal shall be subject
to mutual agreement. In the event such third parties are used, the costs
therefor shall be borne ***.

(d) Music On Demand. OCC shall provide Guests with in-room music
selections which Guests may access on demand using the System, which shall
include not fewer than *** compact disk titles by original artists at any time
at any Hotel. Guests may customize personal play lists.

(e) Digital Music Network. OCC shall provide Guests with the ability to
listen to any genre of music without searching. The service pre-selects
popular songs from hundreds of albums in the chosen category. The System shall
include at least *** music genres with more than *** categories and
sub-categories.

(f) Archived Television. OCC shall provide archived television content,
consisting of popular TV programming stored by the System for Guest viewing on
demand (e.g., archived episodes updated monthly of HBO programs including, as
of the Effective Date, Sex and the City and The Sopranos).

(g) Advertising Insertion Capability. By ***, OCC shall provide the
capability to insert paid advertisements of its choice in the programming
provided to Guests. If, after such a paid advertisement has been inserted,
Marriott objects to such advertisement, it may so notify OCC in writing and the
parties will meet promptly to undertake to resolve Marriotts concerns. ***
In no event may inserted paid advertisements contain Inappropriate Content, or
promotional or marketing content for Marriotts competitors. As soon as the
System becomes capable of transmitting inserted advertisements to selected
chains of hotels or to individual hotels, ***.

(h) T-Commerce and Other Next Generation Offerings. As part of the System
Upgrades, OCC shall provide for the capability for T-Commerce (commerce through
the System

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using the System TV as the user interface), personalization, virtual trade
show, and localized convention advertising services, ***.

(i) Other Services. If, during the Term, OCC wishes to offer additional
services to Guests using the System, OCC shall inform Marriott of such desire
and OCC and Marriott shall negotiate in good faith to set the terms upon which
such services shall be provided to Guests pursuant to this Agreement, such
agreed-upon terms to be set forth on an additional exhibit to this Agreement.
If OCC and Marriott are unable to reach an agreement on the terms under which
the additional services shall be made available to Guests, the parties shall
resolve this dispute pursuant to Section 22.3.

8.2 Minimum Delivery Requirement. The System will have the capacity to
simultaneously deliver Pay-Per-Usage Services to a minimum of *** of Rooms in
each Hotel at any one time. This shall include the capacity to deliver any one
Service (such as Video Games, Movies and Events or Internet TV) to each of such
rooms.

8.3 Content Approval Rights.

(a) The parties shall conduct an Adult Content Link Test as described in
this paragraph. Marriott shall have the right to designate the Hotels to
participate in the Adult Content Link Test, provided that it may designate no
more than *** Hotels for each Covered Brand, or *** of the Hotels in any
particular Covered Brand, whichever is less. For Hotels participating in the
Adult Content Link Test, OCC will configure the System so that any Movies and
Events receiving an X or NC-17 or similar MPAA rating, or containing equivalent
adult content, and any other similar programming or content made available by
OCC to Guests through the System, shall be accessible only through a mutually
agreed link from the Internet Portal, and shall not be listed, advertised or
promoted on the main menu screen or on the Movies and Events menu screen,
except as otherwise agreed by the parties. The Adult Content Link Test shall
continue for a period of up to *** following commencement thereof. If after
the completion of the Adult Content Link Test, the placement of the link to
such content has reduced revenues per Room generated by the Pay-Per-Usage
Service in any individual Hotel to a level that is more than *** below the
average revenues per Room of such Hotel (or similar Hotels, to be identified by
the parties during the test) for the 12-month period prior to the test under
OCCs prior system, then the link to such content shall be placed in the
standard location on the main menu screens of the System. If the placement of
the link has not reduced revenues as described above, then the parties will
meet to mutually determine, reasonably and in good faith, a plan for
implementing the adult content link placement in other Hotels. Notwithstanding
the immediately preceding sentence, if for any six consecutive month period,
the revenues of any Hotel in which there is an implemented adult content link,
the Pay-for-Usage Service revenues are *** or more below the average revenues
from other Hotels in the same brand group in which no adult content link has
been implemented (taken as a whole), then the parties will meet to mutually
determine, as before, a plan for removing the relevant adult content link.

(b) ***

(c) ***

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8.4 Pay-Per-Usage Service Fee. *** The initial fees to be charged for each
Pay-Per-Usage Service shall be set forth in Exhibit B. Changes to such
pricing shall be in accordance with Exhibit B. Based upon the Access Record,
Marriott shall cause Hotel personnel to charge and collect from each Guest the
Pay-Per-Usage Service Fees incurred by such Guest. On a periodic basis,
Marriott shall cause the Hotel to reconcile the Access Record with the System
activity reported by the Hotels property management system (Hotel PMS) and
notify OCC as promptly as practicable (but in any event within thirty (30)
days) of the Hotels discovery of any discrepancies in such reconciliation. If
for any reason the Hotel PMS is not functioning properly and/or is incapable of
automatically posting and reporting the System activity, Marriott agrees that
the Access Record shall be conclusive evidence of System usage, absent manifest
error on the part of the Monitoring Unit.

8.5 Access Record. The Monitoring Unit will generate an accurate daily record
(the Access Record) of the use of the System by Guests, including a record of
the Pay-Per-Usage Service Fees attributable to each Room account. *** shall be
responsible for all costs associated with the programming of the Monitoring
Unit to enable it to provide the Access Record. Marriott or its designee shall
be entitled to inspect and test the Monitoring Unit in any Hotel to verify its
accuracy.

8.6 OCC Revenue Share Remittance. Within thirty (30) calendar days of the end
of each month (such thirtieth day, the Due Date), Marriott shall remit to OCC
an amount equal to all of the Adjusted Pay-Per-Usage Service Fees incurred by
and collected from the Guests for the prior calendar month (plus or minus taxes
as set forth in Exhibit D, as such exhibit may be modified by the agreement of
the parties), less the Hotel Revenue Share as designated in Exhibit C(such
remaining amount to be paid to OCC, the OCC Revenue Share).

8.7 Additional Revenue.

(a) The parties acknowledge that OCC will also be receiving revenues
relating to In-Room Electronic Services from third parties (such as revenue
from Advertising Insertion and T-Commerce under Section 8.1). Thirty (30)
calendar days after the end of any calendar month (OCC Due Date), ***.

(b) The parties acknowledge that a Hotel, prior to the installation of the
System, might have already entered into an agreement with a third party for the
delivery of cable and broadcast programming services that would otherwise be
provided by OCC under this Agreement, and would therefore not be receiving the
Cable and Broadcast Programming Services from OCC. ***

8.8 Failure to Remit. If the relevant Hotel fails to remit to OCC the
applicable OCC Revenue Share by any Due Date, *** then (i) such unpaid OCC
Revenue Share ***, as the case may be, shall bear interest at the rate of one
and one half percent (1.5%) per month calculated daily, until paid, unless such
rate exceeds the maximum rate allowed by applicable law, in which event the
maximum legal rate shall apply.

8.9 Fee Adjustments. The Hotel may adjust the Pay-Per-Usage Service Fees
payable by any Guest (an Adjustment) in its sole discretion for a dispute
concerning Pay-Per Usage Services.

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OCC understands and agrees that Marriott shall generally refund the
Pay-Per-Usage Services Fees to the Guest in the event the Guest disputes such
fee. The parties acknowledge that, for discretionary Adjustments (i.e., for
Adjustments not due to a problem with the System) in excess of a certain
percentage, OCC may be obligated to pay licensing fees to third party licensors
of Rated Movies (Discretionary Adjustments). The parties will work together
in good faith to mutually determine a reasonable system or process for tracking
and reporting Discretionary Adjustments. In the event that Discretionary
Adjustments cause OCC to be liable to any third party for license fees for
Rated Movies, Marriott shall pay to OCC *** of the aforesaid amounts that OCC
is required to therefore pay to its licensor. OCC will, to the extent
possible, advise Marriott when, on a cumulative basis, Marriott is approaching
the threshold after which OCC will be obligated to pay its licensor for a usage
which has been refunded to the guest by Marriott.

8.10 Fee Account. Until the monthly OCC Revenue Share is remitted to OCC, the
OCC Revenue Share of the Pay-Per-Usage Service Fees charged to Guests during
any such month shall be held in trust for OCC by the Hotels and shall be deemed
the property of OCC. ***

8.11 Taxes and Tax Returns. Set forth in Exhibit Dis the tax information
supplied by OCC applicable to the Pay-Per-Usage Services in the relevant taxing
jurisdiction, including tax base, tax rate and exemption policies. OCC
represents and warrants that to its knowledge such information is true, correct
and complete, and OCC agrees to update this information so as to keep it
current through the Agreement Term. Marriott shall cause the Hotel to collect
all applicable taxes from Guests based on this information and to keep accurate
records of such collections. If, under the laws of the taxing jurisdiction,
OCC is responsible for filing returns and paying such taxes to the relevant tax
authority, the Hotel shall remit the taxes so collected to OCC at the same time
as it remits the OCC Revenue Share. If, under the laws of the taxing
jurisdiction, the Hotel is responsible for filing returns and paying such taxes
to the relevant tax authority, the Hotel shall file such returns and make such
payments in accordance with such laws, and shall provide copies of such returns
to OCC. OCC agrees and acknowledges that, notwithstanding the collection and
payment obligations of the Hotels set forth in this Section, as between the
Hotels, Marriott and OCC, OCC is ultimately responsible for the payment of all
taxes (including any and all penalties and interest thereon) applicable to the
Pay-Per-Usage Services. OCC shall be solely responsible for filing returns
and paying any and all taxes, including without limitation sales, property
and/or use taxes, on all System equipment and other property installed at the
Hotels by OCC under this Agreement, including repair and maintenance thereto
and upgrades thereto.

8.12 Inspections of Books and Records.

(a) The books and records of the relevant Hotel pertinent to the Services,
Adjustments or discrepancies between the Access Record and the Hotel PMS during
the Term of this Agreement shall be open to inspection and audit (an
Inspection) by an authorized representative of OCC upon reasonable advance
written request to the Hotel and Marriott. OCC shall have the right to inspect
and audit such books and records only for the *** preceding years. OCC must
bring any claim resulting from such an audit within *** after completion of
such audit. OCCs right to inspect and audit such books and records shall not
extend beyond *** after the expiration or termination of this Agreement with
respect to a particular Hotel.

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(b) The books and records of OCC relating to the Services (including
related information, data and files and further including information relating
to Net Additional Revenue, the allocation thereof to the Hotels during the
Agreement Term and the accuracy and results of the Monitoring Units), shall be
open to an Inspection by an authorized representative of Marriott or the Hotels
upon reasonable advance written request to OCC. Marriott shall have the right
to inspect and audit such books and records only for the *** preceding years.
Marriott or the Hotel must bring any claim resulting from such an audit within
*** after completion of such audit. Marriotts and the Hotels right to
inspect and audit such books and records shall not extend beyond *** after the
expiration or termination of this Agreement with respect to a particular Hotel.

(c) Marriott shall cause the relevant Hotel to promptly remit to OCC any
fees or other amounts (without interest thereon, unless the Hotels relevant
actions, as applicable, were made in bad faith in which case interest thereon
shall be added at a rate equal to that provided for in Section 8.8) that are
owed to it as demonstrated by an Inspection. If OCC has been paid, since the
immediately preceding Inspection (or if there has not been a previous
Inspection, since the Hotel Commencement Date for the relevant Hotel), less
than *** of the OCC Revenue Share that OCC should have been paid during such
period (as reasonably determined by OCC as a result of such Inspection), the
Hotel shall reimburse OCC for the reasonable cost of such Inspection.

(d) OCC shall promptly remit to the Hotels (or to Marriott, at Marriotts
request) any fees or other amounts (without interest thereon, unless OCCs
relevant actions were made in bad faith in which case interest thereon shall be
added at a rate equal to that provided for in Section 8.8) that are owed to it
as demonstrated by an Inspection. If the Hotels (or Marriott, as the case may
be) have been paid, since the immediately preceding Inspection (or if there has
not been a previous Inspection, since the Hotel Commencement Date for the
relevant Hotel), less than ***, OCC shall reimburse Marriott or the Hotels, as
applicable, for the reasonable cost of such Inspection.

8.13 Bundled Pricing. Marriott shall have the right, at any time or times
during the Agreement Term, to propose bundled pricing of one or more of the
In-Room Electronic Services, other than feature movies, either separately or
together with other services provided by the Hotel (such as local or
long-distance telephone services, and/or use of the STSN Internet Access
System). Implementation of bundled pricing shall require the written consent of
OCC (not to be unreasonably withheld) ***. Bundled pricing shall be subject to
OCCs receipt of any necessary content license amendments or waivers. Bundled
pricing may be implemented in some or all of the Hotels. Once commenced,
bundled pricing may be terminated by Marriott at any time on reasonable notice
to OCC, and the payment by guest for Pay-Per-Usage shall revert to the
Pay-Per-Usage Service Fees otherwise provided for in this Agreement. Bundled
pricing for the Pilot Hotels under Article III shall be as provided in Exhibit
I.

8.14 Withholding. Marriott may withhold payments of amounts disputed in good
faith, provided that Marriott promptly notifies OCC in writing of the amount in
dispute and pays the amounts not in dispute, and provided further that Marriott
proceeds with due diligence to resolve the dispute in a prompt manner.

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8.15 Increased Studio Fees. If, at any time during the term of this Agreement,
a studio which supplies Rated Movies to OCC raises the costs of those Rated
Movies to OCC, Marriott and OCC shall meet and negotiate in good faith as to
how those additional costs shall be paid and, in the event that the parties are
unable to reach agreement, either party may invoke the provisions of 22.3 for
resolution.

ARTICLE IX. FREE-TO-GUEST SERVICES

9.1 General. Free-To-Guest Services means in-room electronic entertainment
and information services that OCC shall make available free of charge to Guests
using the System, which services shall include the following:

(a) The Cable and Broadcast Programming Services; and

(b) The Hotel Guest Services,

and such other electronic displays or services that OCC may add from time to
time with Marriotts prior written consent.

9.2 Cable Programming Services. OCC shall provide Cable Programming Services
to the Hotels as provided in Exhibits E-1 and E-2, which may be modified as
provided herein. Exhibit E-1 sets forth the Basic Cable Channel Lineup for
each Covered Brand. Exhibit E-2 sets forth the Optional Expanded Cable
Lineup for all Covered Brands (collectively, the Cable Lineups).

(a) Each Hotel may elect to receive the Basic Cable Channel Lineup or the
Optional Expanded Channel Lineup. As of the Effective Date, OCCs total direct
third party costs (amounts actually paid to appropriate third parties for the
right to distribute the applicable cable programming) (Direct Programming
Costs) are listed for each of the Cable Lineups in Exhibits E-1 and E-2, on a
per-available-room basis.

(b) The Cable Programming Services *** to arrive at the fees payable by
the Hotel per available room per month for the Cable Lineups. As of the
Effective Date, this fee is reflected as the Hotel Payment in Exhibit E-1 or
E-2, as applicable.

(c) The parties acknowledge that a Hotel, prior to the installation of the
System, might have already entered into an agreement with a third party for the
delivery of cable programming services that would otherwise be provided by OCC
under this Agreement, and would therefore not be receiving the Cable
Programming Services from OCC. In such event, ***. ***. This paragraph shall
only apply for the duration of the agreement with the third party for cable
programming services, which the Hotel will seek to terminate (or not renew) as
soon as reasonably practicable under the circumstances without causing a breach
thereunder or incurring any liability thereunder.

(d) Marriott shall have the right on a Hotel-by-Hotel basis to substitute
one or more cable channels that are commercially available in the Hotels area
for the same number of cable channels in the Cable Lineups. Such substitution
*** without such substitutions. In the event

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that the total Direct Programming Costs are higher with such
substitutions, OCC shall so inform the Hotel, which, if it elects to proceed
with the substitutions, shall pay the difference in Direct Programming Costs to
OCC. It is understood that having certain channels present in all Hotels
could, among other things, increase revenue opportunities for the System.
Accordingly, the substitution right described in this paragraph shall not apply
to the channels identified as Protected Channels in Exhibits E-1 and E-1. In
addition, OCC may propose changes to the Protected Channels for Marriotts
review and approval, not to be unreasonably withheld.

(e) The Hotel Payments set forth on Exhibits E-1 and E-2 shall be fixed
for a period of *** from the Hotel Commencement Date for all Hotels installed
during the *** period following the Effective Date. If during such *** period,
but not earlier than ***, the documented Direct Programming Cost to OCC of the
Cable Lineups increases by more than *** on an aggregate basis over the
preceding twelve months, then ***. In no event may OCC replace the following
channels: ***. After the expiration of that *** period, the Hotel Payments
for the Cable Lineups may be increased ***, such increase not to exceed ***
over the amount paid by the Hotel in the preceding twelve months. To the
extent such increase exceeds *** over the preceding 12 months, the Hotels shall
have the option to (i) substitute channels on Exhibit E-1 so that the aggregate
cost does not exceed a *** increase, or (ii) adjust the revenue sharing under
Exhibit C so that OCC recovers the amount of any such increase to the extent it
exceeds ***. Marriott shall have the right to audit the Direct Programming
Costs associated with any such increases.

(f) If OCC fails to provide Free-To-Guest Services to a Hotel for at least
*** consecutive hours after the Hotel notifies OCC of a System failure such
that the Free-To-Guest Services are not adequately received or able to be
distributed by a Hotel, then the Hotel shall not be required to make the pro
rated Hotel Payments applicable to the days during which the Free-To-Guest
Services were not provided.

9.3 Broadcast Programming Services.

(a) The Broadcast Programming Services include providing to each Hotel the
programming from the major broadcast networks identified in Exhibit E-3 (the
Broadcast Lineup).

(b) If, at the time OCC installs the System, a Hotel receives the major
broadcast networks utilizing a local, off-air antenna, OCC shall adapt the
System, at Marriotts request and at no cost to the Hotel, to enable the Hotel
to continue receiving such Major Broadcast Networks using the Hotels antenna.

9.4 Additional Cable or Broadcast Programming.

(a) At any time during the Term, Marriott and or the Hotel, with OCCs
consent which shall not be unreasonably withheld, may elect to add additional
channels of programming to the Cable and Broadcast Programming Services beyond
the total channels identified in this Agreement in the Cable Lineups and the
Broadcast Lineups (as of the Effective Date, *** channels). For each channel
added beyond the total channels identified in this Agreement, Hotel shall pay
OCC ***. For additions to the Cable Lineup any additional ongoing charge shall
be

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determined pursuant to Section 9.2. For additions to the Broadcast
Lineup, any ongoing charge shall be equal to OCCs Direct Programming Costs, if
any, for such additions.

(b) OCC shall notify the Hotel if a request for additional channels under
the prior paragraph would prevent OCC from meeting the minimum delivery
requirement described in Section 8.2. In such event, the Hotel must elect one
of the following two options: (i) withdraw its request for additional
channels; or (ii) agree to pay for any upgrade to the MATV System that would be
required to support the additional channels in a manner that would not prevent
OCC from meeting its minimum delivery requirement in Section 8.2.

9.5 Cable Permits, Licenses and Approvals. OCCs delivery of Cable and
Broadcast Programming Services is subject to OCCs ability to obtain all
necessary local permits and licenses, a clear signal and receipt of any
necessary approvals from any supplier of such Cable and Broadcast Programming
Service. OCC shall use commercially reasonable efforts to obtain and keep in
effect all such permits, licenses and approvals. If the quality of the signal
offering such Service is disrupted, interfered with or otherwise affected by
sources beyond the control of OCC the cost to restore non-interrupted Cable and
Broadcast Programming Service, to the extent technologically possible, shall be
the responsibility of relevant Hotel. Transmission of major broadcast networks
at the Hotel may be subject to pricing restrictions and copyright fee payments
under applicable federal law on a pass through basis at cost only. If such
pricing is assessed directly against OCC, *** to be paid by the relevant Hotel
in accordance with Sections 8.6 and 8.8.

9.6 Hotel Guest Services. At such time as the Hotel PMS becomes compatible
with the System, OCC shall cause the System to provide certain in-room hotel
guest services that Guests may access, through a System TV, including the
following (Hotel Guest Services):

(a) Folio review. Folio review allows Guests to summon and examine the
current status of their Hotel bills.

(b) Folio e-mail. Folio e-mail allows Guests to enter an e-mail address
to which their folio will then be sent electronically.

(c) Video Checkout. Video checkout allows Guests to check out of the
Hotel.

(d) Video Messaging. Video messaging allows Guests to summon and read
current telephone messages on the in-room TV screen at any time. The Hotel
shall be the exclusive contact with the Guest for all Guest inquiries about
Video messaging.

(e) Guest Survey. Guest survey allows Guests to evaluate the quality of
various Hotel services using a standardized electronic form.

(f) Housekeeping Status. Housekeeping status allows the Hotel
housekeeping staff to update room status to identify Rooms which have been
cleaned or cleaned and vacated. All changes in Room status entered through the
television are transmitted to the Hotel PMS for use by the front desk staff.

(g) Preview/Promotional Channel.

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(h) Hotel Information/Open Channels. Information/Open Channels allow the
Hotel to display customized Hotel video, slides, announcements and other
content to Guests which Hotel believes would be of interest to Guests. OCC
will provide the Hotel with the use of at least *** such channels, and in no
event fewer than the number of channels provided to the Hotel by OCC prior to
this Agreement (if any).

(i) Parental Control.

(j) Multi-lingual Menu Capabilities. Guest menus can be viewed in English,
Spanish, Japanese, French, or German. Other languages may be added as
requested by Marriott with OCCs consent, not to be unreasonably withheld.

9.7 Additional Provisions on Hotel Guest Services.

(a) OCC shall ensure that the System will not allow a Guest to access any
message, folio, pay movie, or checkout function or any other service other than
those which are applicable to the Room from which access is initiated. OCC
shall provide filters, traps, or some other mechanism sufficient to prevent TVs
not intended to provide System services or TVs in public areas from receiving
images or information intended for System TVs.

(b) Precise technical specifications for Hotel Guest Services shall be
documented and agreed to by Marriott and OCC prior to such Services being
implemented in any Hotel. Such specifications shall include a functional
description of how the Hotel Guest Services will work and the Guests
interaction with them, data formats, and data communications protocols, as
reasonably required for purposes of interfacing with the Hotel PMS.

(c) OCC will use reasonable efforts to keep Hotel Guest Services current
with changes required to each Hotel PMS. No changes to Hotel Guest Services
shall be made by OCC without prior written approval from Marriott. All
acceptance testing and certification of the suitability of Hotel Guest Services
or Hotel Guest Services technical specifications shall be subject to approval
by Marriott..

9.8 Fees for Hotel Guest Services. *** if Marriott or the Hotel request that
OCC provide any additional services under Section 9.6, Marriott and OCC shall
negotiate in good faith as to what, if any, fees will be charged by OCC for
such additional services. OCC shall not be required to perform such additional
services until the fees for such additional services have been mutually agreed.

9.9 No OCC Promotions. OCC agrees not to use the System or cause to be
presented in any Hotel any commercial or marketing message, information, or
service promoting OCC without the prior written consent of Marriott. Publicity
regarding the System shall be as provided in Article XIV.

ARTICLE X. MATV SYSTEM; HOTEL PMS

10.1 MATV Initial Upgrade. If a relevant Hotels MATV System needs to be
upgraded in order to be compatible with the System (which may require the
relocation of an existing satellite

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dish)***. OCC shall not effect any such upgrade without prior notice to and
consent of Marriott or the Hotel.

10.2 MATV Maintenance and Upgrades. Following the Hotel Commencement Date for
the relevant Hotel, and subject to the other terms and conditions of this
Agreement, OCC shall *** maintain the MATV System in good working order
(including maintenance of signal quality to the extent within the reasonable
ability of OCC to do so) and perform any upgrades thereto, deemed necessary in
the reasonable discretion of OCC after consultation with and the consent of
Marriott, not to be unreasonably withheld.

10.3 No Other Services On MATV. Marriott hereby agrees that only the Services
may be transmitted on the MATV System at any Hotel. If the Hotel wishes to
provide any other signal, service or transmission, which is not a Competing
Service, on the MATV System (such as videoconferencing), it must obtain the
prior written consent of OCC, which consent shall not be unreasonably withheld.
OCC may not withhold consent from uses of the MATV System that will not
interfere with the use of the System or the delivery of the Services as
provided in this Agreement.

10.4 Hotel PMS Interface. OCC will provide the necessary software, ***, to
enable the System (including without limitation the Generation III Platform) to
interface with the Hotel PMS that Marriott has authorized for use in the Hotels
as of the Effective Date (Standard Hotel PMS). If, at the time OCC installs
the System, the System (including the Monitoring Unit) is not compatible with
any Standard Hotel PMS, *** for the purchase and maintenance of any additional
hardware or software that may be required to make the System and the Standard
Hotel PMS compatible with one another. If, at the time OCC installs the
System, any Hotel PMS other than a Standard Hotel PMS (a Non-Conforming Hotel
PMS) is not compatible with the System (including the Monitoring Unit), ***
for the purchase and maintenance of any additional hardware or software that
may be required to make the Non-Conforming Hotel PMS and the System compatible
with one another. If the Hotel does not take the requisite actions hereunder
to enable OCC to connect the System with the Non-Conforming Hotel PMS, the
Access Record shall be conclusive evidence of System usage for all relevant
purposes under this Agreement. In the event that Marriott or the Hotel alters
the Hotel PMS during the Term, Hotel agrees*** to reconnect the System
interface with the Hotel PMS.

ARTICLE XI.OWNERSHIP OF THE SYSTEM

11.1 Sole and Exclusive Property.

(a) The System and all equipment, materials and engineering related
thereto that are provided by OCC (excluding any Hotel Installed Property that
may be provided by OCC) are the sole and exclusive property of OCC, and
Marriott shall not place nor allow to be placed any lien, restriction,
encumbrance, mortgage, claim or security interest to be attached to or be made
against the System or any such related properties.

(b) OCC shall have no claim to any software which runs on a computer, data
communications device, or other equipment owned or principally used by
Marriott. Marriott shall have no claim to any software which runs on a
computer, data communications device, or

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other equipment owned or principally used by OCC. Unless agreed to the
contrary in writing, neither party shall have an exclusive claim on any
computer interfaces, networking protocols, or data transmissions standards used
in connecting OCC computer equipment with Marriott computer equipment. Both
parties shall be free to used such interfaces, protocols, or standards as each
see fit.

11.2 System Access. The Hotel shall allow authorized personnel of OCC (i) to
have reasonable access to Hotel properties, including, without limitation, the
MATV System, to conduct the site survey, install the System and conduct routine
maintenance, improvements, observation, surveys and monitoring of the System,
and (ii) to make any physical alterations to Hotel properties, including,
without limitation, the MATV System, that OCC deems necessary, in its
reasonable discretion, to satisfy its obligations under this Agreement,
provided any such alterations have Marriotts prior written consent. OCC shall
schedule its access to the Hotel in such a manner as to avoid any unreasonable
interference with or, disturbance or inconvenience to, the Hotel or the Guests.
OCC access to all Hotel premises and equipment shall be in accordance with
procedures agreed to by each Hotel.

11.3 System Removal.

(a) Upon expiration or termination of this Agreement, OCC agrees *** of
termination or expiration. If requested by Marriott, OCC shall schedule and
handle System removal so as to allow for an orderly transition to an
alternative operator. In that event, the terms of this Agreement shall no
longer apply and the parties shall negotiate in good faith as to the terms
which will govern their transition period relationship. If the parties do not
reach agreement, ***. OCC shall continue to provide Marriotts requested
services during the period of transition, and Marriott, on a current basis,
shall pay to OCC ***. Any award made under 22.3 shall relate back to the first
day upon which this Agreement shall have expired or terminated. OCC further
agrees that System removal shall be conducted by OCC as expeditiously as
possible with minimum interruption of Hotel TV or MATV offered to guests.
System removal will be handled ***.

(b) If OCC adds to or modifies any part of the MATV system, cabling,
amplifiers, wall taps, or any other equipment for the reception and
distribution of video or audio which is not exclusively a part of the System,
the Hotel may elect to leave the addition or modification in place in which
case ownership of said addition or modification shall transfer to Hotel. OCC
shall provide written documentation to Hotel detailing changes to the MATV
System or other Hotel equipment.

(c) Upon termination of this Agreement, Marriott shall take all reasonable
actions necessary to allow OCC to remove the System promptly.

11.4 System Threatened. In the event that the safety of the System is
threatened due to earthquake, flood, fire, strike, civil disruption or similar
causes, OCC shall be given immediate access to the Hotel to remove the System.
If Marriott or the Hotel becomes aware of any such danger, Marriott shall, or
shall cause the Hotel to, use reasonable efforts to promptly notify OCC of such
danger, and provide OCC with immediate access to the Hotel to remove the System
in accordance with Section 11.3. OCC shall provide the Hotel with reasonable
notice of its plans for System removal, and shall remove the System with
minimum disruption to Hotel TVs, the

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MATV System, and the operations of the Hotel. OCC shall not be responsible to
Marriott or the Hotel for any lost revenue incurred as a result of OCCs
removing the System pursuant to this Section. If the System is removed from
the Hotel under this Section, OCC shall return the System to the Hotel once
such danger or other threatening event ceases to exist.

11.5 Liens and Non-Disturbance. OCC agrees that the OCC Property shall only be
subject to liens and similar encumbrances imposed by third parties provided
that an agreement has been obtained from the third party for the benefit of and
enforceable by Marriott (i) not to disturb the Hotels possession or use of the
System notwithstanding any default of OCC (including that the third party will
not seek to remove the System from the Hotels), and (ii) granting Marriott the
right to remedy any default of OCC with respect to such third party (provided
OCC shall remain liable to Marriott for the costs of such remedy). Upon
Marriotts request, OCC shall provide Marriott with copies of any documents
establishing such liens or encumbrances (including equipment leases and
financing documents) to verify compliance with this Section.

ARTICLE XII. HOTEL FACILITIES; COMPLIMENTARY ROOMS

12.1 Hotel Facilities. During the Term, the Hotel shall provide and maintain
in good working order, ***, in the space where any part of the System is
located (including, without limitation, in each designated Room), signal wiring
and connections, electrical power, lighting and sockets, cooling facilities,
System TVs and a secure location for all equipment comprising the System
(collectively, the Hotel Facilities), all in accordance with the
specifications agreed to by Marriott and OCC (the Specifications).
Notwithstanding the foregoing, if installation of the System requires the Hotel
to add electrical sockets, ***. If the Hotel cannot comply with the
Specifications (as applicable to such Hotel), in good faith, the Hotel may
inform OCC of its inability to comply with the Specifications, in which case
OCC may revise the Specifications for such Hotel pursuant to good faith
negotiations with the Hotel or, if such revisions would materially adversely
affect the System in such Hotel, terminate this Agreement as to that Hotel
upon written notice to Marriott. The Hotel shall make available all Hotel
Facilities within a reasonable period of time in order for OCC to fulfill its
obligations under this Agreement.

12.2 Complimentary Rooms. At OCCs request, the Hotel shall provide a
reasonable number of complimentary Rooms at the Hotel for OCCs personnel
during the site survey, the installation process and any maintenance of the
System; provided, however, that in no event shall the total room nights exceed
*** room nights per *** rooms installed. If no Rooms are available at such
times, the Hotel, at its own expense, shall provide rooms for OCCs personnel
at a hotel or other lodging facility within the immediate vicinity of the
Hotel. If no rooms are available at a hotel in the immediate vicinity, such
survey, installation or maintenance shall be postponed until Rooms at the Hotel
or at a hotel or other lodging facility in the immediate vicinity are
available.

ARTICLE XIII. OPERATION AND MAINTENANCE OF THE SYSTEM

13.1 Notification of System Failure. Marriott shall cause Hotel personnel to
notify OCC promptly by telephone of any failure of the System, as a whole or
any component thereof, including, without limitation, any failure of any System
functions in any Room. Marriott shall cause the Hotel to create and maintain
an accurate record of each instance of System failure or malfunction. For the
purpose of such notification, Hotel staff shall call a toll free telephone

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number provided by OCC which shall be attended twenty-four hours a day seven
days a week by OCC staff having the capability of expeditiously dispatching OCC
service personnel to the Hotel.

13.2 Responsibility for Damage by the Hotel. Each Hotel shall use reasonable
efforts to protect the safety and security of the System and all related
property of OCC at all times. Without limiting the generality of the foregoing,
each Hotel shall use reasonable efforts to prevent any vandalism, theft, or
damage of or to any of the equipment supplied by OCC. Each Hotel shall
reimburse OCC for any repairs to or replacements of any portion of the System
or any other equipment supplied by OCC under this Agreement necessitated by any
breach by the Hotel of the foregoing obligations. If, despite the Hotels
fulfillment of its obligations hereunder, any System components are lost,
stolen, vandalized, or damaged, replacements shall ***. Notwithstanding
anything above to the contrary, if the equipment loss to OCC is covered under
any Marriott insurance program, Marriott shall make an appropriate claim and
remit any relevant payment to OCC, it being understood that Marriott shall not
be required to incur costs with respect to such equipment loss in the form of
deductibles or payments out of self-insurance programs. OCC may choose to
limit supply of replacements to specific Hotels in the event of unreasonable
losses are experienced therein.

13.3 No Tampering. Except as otherwise expressly provided in this Agreement
or as authorized by OCC, the relevant Hotel shall not tamper with or attempt to
make repairs to any portion of the System or any other equipment supplied by
OCC under the terms of this Agreement.

13.4 Control Devices. On or before the particular Hotel Commencement Date, OCC
shall provide the relevant Hotel with a sufficient number of control devices
(Control Devices) as will enable Guests to access the Services. Marriott
shall cause the Hotel to keep at least one Control Device per System TV in each
Room at all times. OCC shall ensure that as part of System installation, it
has provided the Hotel with a reasonable number of spare Control Devices
(minimum of one for every 50 rooms). Marriott shall cause the Hotel to
segregate all spare Control Devices in a safe location until such time as they
must be used. If the Hotel needs any additional or replacement Control
Devices, OCC shall provide them *** except to the extent they are needed due to
a failure by the Hotel to fulfill its responsibilities hereunder, in which
event Hotel shall pay OCC for such additional or replacement Control Devices at
their then list prices.

13.5 Keyboards. On or before the particular Hotel Commencement Date, OCC shall
provide the Hotel with one keyboard per Guest Room (Keyboards) so as to
enable Guests to access Internet TV. Marriott shall cause the Hotel to keep at
least one Keyboard per Room at all times. OCC shall ensure that as part of
System installation, it has provided the Hotel with a reasonable number of
spare Keyboards (minimum of one for every 50 rooms). If the Hotel needs any
additional or replacement keyboards, OCC shall provide them at its cost except
to the extent they are needed due to a failure by the Hotel to fulfill its
responsibilities hereunder, in which event Hotel shall pay OCC for such
additional or replacement Keyboards at their then list prices.

13.6 Power-Up Screen. Subject to the applicable provisions of Article 8, OCC
shall at all times control the content and the material displayed on the System
TV upon its first receiving

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power (the Power-Up Screen). Marriott or the Hotel shall not display nor
allow to be displayed material of any kind on the Power-Up Screen without the
prior consent of OCC, not to be unreasonably withheld.

13.7 System Maintenance. OCC shall perform *** on-going service, maintenance,
and needed equipment replacement and upkeep for the System, MATV System,
off-air/broadcast TV reception and satellite reception equipment and antennas,
and all related Hotel TV and cable TV equipment and components during the Term.
OCC agrees to maintain a good quality signal through the MATV System.

(a) Hotel staff shall be responsible for swapping inoperable System TVs
with spares maintained in inventory at the Hotel for situations in which a
single System TV has failed. As described herein, OCC shall be responsible for
diagnosing and repairing failures involving groups of System TVs.

(b) OCC shall provide on-going service and maintenance for all System TVs
in each Hotel, ***. OCC shall contract with a TV service or maintenance
organization reasonably acceptable to Marriott for TV repair work.

(c) Upon being notified by Marriott that a repair or service is required
at any Hotel, OCC shall immediately initiate the repair or service, either
remotely or by dispatching repair representative(s) to the Hotel if the repair
or service cannot be performed remotely (in which event it shall be incumbent
on OCC to ensure that these representatives arrive at the Hotel within *** of
the time OCC is notified of the service requirement unless such representatives
are delayed in transit by Force Majeure). *** OCCs service representatives
shall immediately undertake necessary repairs, either remotely or at the Hotel,
to return the System to good working order and said repair services shall be
completed within *** of the time OCC is initially notified of the System
breakdown unless by reason of fire, accident, natural disaster, or similar
cause, the Hotel or the System has been substantially destroyed.

(d) Marriott shall allow authorized personnel of OCC to have access to the
Hotel premises and equipment maintained by OCC in order to conduct routine
maintenance, observation and monitoring, to ensure suitable operating
conditions and to implement improvements in the System and the MATV System.
OCC access to all Hotel premises and equipment shall be in accordance with
procedures agreed to by each Hotel.

(e) If, during the Term, OCC desires to change any component of the System
or the MATV System to improve service or to take advantage of technological
advancements, OCC shall, in writing, describe to Marriott the plans and
specifications for the installation thereof ***. No changes to the equipment,
cabling, or software shall be made by OCC without written approval from
Marriott, which approval shall not be unreasonably withheld. Such changes
approved by Marriott shall be made without disruption of Hotel TVs or MATV
service and with minimum interruption of the In-Room Electronic Services.

(f) OCC shall install, operate, and maintain the System and MATV
components provided by OCC in accordance with their reasonable technical
specifications (including the Specifications).

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(g) ***

13.8 Reporting. OCC shall deliver to Marriott the following reports sorted by
Hotel name.

(a) On a monthly basis, OCC shall report on:

(i) All service and maintenance calls received from Hotels including the
date, caller, problem reported, status, and resolution.

(ii) Usage levels (by Hotel and for all Hotels) for each System function
or category (e.g., Adult or non-Adult), gross system revenue, revenue per
occupied Room, and the number or Pay-Per-Usage Services purchased in each price
tier.

(b) On a quarterly basis, OCC shall report on:

(i) Revenue received by Hotels.

(ii) Hotels which are currently served by OCC, and the expiration date for
each Hotel.

(iii) Additional Revenue, and Net Additional Revenues, for the quarter and
year-to-date, with notes

(c) In addition to providing the reports in printed form, OCC shall
provide them electronically in a format agreed to by Marriott and OCC.

(d) OCC shall provide such other reasonable reports and information as
Marriott may request, to the extent such reports and information are readily
available to, or can be readily generated by, OCC.

(e) In addition, the parties shall conduct such meetings as Marriott may
reasonably request to review the status of the Services, the System, the usage
thereof by hotel customers, the trends in the industry, and similar matters.

13.9 Marriott Account Support. OCC will provide ***. The initial assignment,
replacement, and reassignment of such person shall be subject to Marriotts
approval, not to be unreasonably withheld. Such persons duties shall include
coordinating installation and rollout activities, supporting the delivery of
the Services, coordinating internal communications within Marriott relating to
the Services, and such other duties and functions relating to support for the
Services as Marriott may reasonably request.

13.10 Conduct of Personnel. Personnel on Marriott or Hotel premises or dealing
with Guests will conduct themselves in a professional, courteous manner, will
wear appropriate attire and identification, and will comply with the applicable
standards and security policies in effect at those premises for business
invitees.

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13.11 Security. OCC will be responsible for providing reasonable and adequate
security for Marriott and for users of the System. OCC shall take reasonable
security precautions to prevent unauthorized access to the information or
communications of any user of the System. The details of all security measures
shall be subject to Marriotts review prior to implementation, and OCC shall
use reasonable efforts to consider and implement Marriotts reasonable comments
and requests. Notwithstanding the foregoing, Marriott understands and
acknowledges that the transmissions of data through the Internet are subject to
interception and are therefore not inherently secure, and that security
measures, including firewalls, logon ids/passwords, and encryption, are not
foolproof.

(a) Such security shall include the following, to the extent achievable
through reasonable efforts:

(i) Room to Room Security  To isolate data travelling to different
Guests to prevent a Guest from viewing another Guest rooms traffic. From
every location, OCC will block all packets destined for another room in the
hotel and block all packets coming from another room in the hotel. This
security will be in place except when the Guest or Hotel requests value-added
service involving the networking of computers within the hotel (i.e. the Guest
explicitly disabled this security.)

(ii) Hotel to Room Security  To prevent a Guest from being subject to a
security risk from the Hotel network. OCC will not allow unauthorized data
traffic to pass from the Hotel to the Guest. The Hotel shall be responsible
for physical security of the router, switch, the management computer, and other
network access points.

(iii) Internet to Room Security  To prevent a Guest from being subject
to a security risk from the Internet which risk is not explicitly created by
the Guest or inherent in the Guests own action such as downloading an Email
message containing a virus.

(iv) Room to Hotel Security  To completely isolate data travelling
to/from any Guest room in a Hotel to the Hotels local area network (LAN).
From every room location, OCC will block all packets destined for the Hotel LAN
and block all packets coming from the Hotel LAN back to any room.

(v) Internet to Hotel Security  To prevent a Hotel from being subject to
a security risk from the Internet which is not explicitly created by the Hotel
or inherent in the Hotels own action such as downloading an Email message
containing a virus.

(b) Without limiting the other provisions of this Section, OCC will
implement reasonable intrusion detection and security information logging
measures, including: OCC will log and report, in real time to Marriott MCNC,
all attempts to gain access to the Hotel LAN by any room or Internet
connection. OCC will immediately deactivate any connection to the Hotel LAN
upon detection of attempts to gain unauthorized access to the LAN by any room
or Internet connection. OCC will not reactivate any connections without
obtaining Marriotts prior approval.

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ARTICLE XIV. PUBLICITY REGARDING THE SYSTEM

14.1 Adequate Publicity. Marriott shall, and shall cause Hotel personnel to,
adequately publicize to the Guests the existence of and access to the Services.
The manner and nature of such publicity shall be at Marriotts reasonable
discretion. Marriott hereby acknowledges that the success of the Pay-Per-Usage
Services depends upon the marketing of the Pay-Per-Usage Services and the
responding of Hotel personnel to Guest inquiries in a such a manner as to
encourage Guests use and enjoyment of the Services.

14.2 Marketing Materials. OCC and Marriott shall cooperate on the creation and
dissemination of appropriate marketing materials to be placed in the Rooms and
any other appropriate area of the Hotel; provided that Marriott for good stated
reason may refuse to display any materials which it finds unsuitable for
presentation to Guests.

ARTICLE XV. TRAINING AND CONSULTATION

15.1 Training. To enable the Hotels to generate interest in the Pay-Per-Usage
Services and to enable Hotel personnel to advise and encourage Guests regarding
their use of the Pay-Per-Usage Services, OCC shall provide a training course of
at least one but not more than three hours of instruction, for as many
employees of a relevant Hotel as Marriott deems desirable, on the operation of
the System and the use of the Services. With Marriotts consent, OCC may also
use a web-based training program.

15.2 Consultation. OCC personnel shall be available, at no additional charge,
for reasonable telephone consultation to provide further assistance to Hotel
personnel regarding operation of the Services seven days a week, 24 hours per
day at a toll free telephone number specified by OCC.

ARTICLE XVI. SPECIAL WARRANTIES AND COVENANTS OF HOTEL

16.1 No Public Exhibition. Except as otherwise set forth in this Agreement or
as expressly authorized by the applicable copyright holder or licensor, the
Services shall be exhibited only in the Rooms, and not in any public areas or
lounges of the Hotel (including, without limitation, lobbies, hallways,
restaurants, bars, meeting rooms, exercise facilities, etc.). No Service shall
be exhibited other than in compliance with this Agreement.

16.2 No Removal of Equipment. Except pursuant to any instructions provided by
OCC to Marriott or the Hotel pursuant to this Agreement, Marriott shall not,
and shall not permit the Hotel to, remove or tamper with any portion of the
System for any purpose whatsoever, except in the case of any emergency where
such removal is necessary to ensure safety of the System and Marriott uses
reasonable efforts to notify OCC of such removal by telephone.

16.3 Prevention and Notification of Damage or Unauthorized Use. The Hotels
will use their reasonable efforts to prevent any unauthorized use or theft of,
or vandalism or damage to, the System, any component thereof or any other
equipment supplied by OCC under this Agreement. The relevant Hotel shall
promptly notify OCC upon discovery of any unauthorized use or theft of, or
vandalism or damage to, the System, any component thereof or any other
equipment supplied by OCC under this Agreement. Marriott shall cause the Hotel
to create and maintain an accurate record of each such instance. Marriott
agrees to cooperate with OCC in connection

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with, and hereby assigns to OCC any prosecution rights it or a relevant Hotel
may have with respect to, any criminal investigation, arrest or trial arising
out of or relating to any criminal act perpetrated upon any portion of the
System.

16.4 Hotel Access to the System. The Hotels may not permit anyone to have
access to the System, other than (i) the Hotels maintenance personnel to the
extent reasonably necessary to enable Hotel to provide the Hotel Facilities,
(ii) as expressly authorized by OCC in writing or (iii) as provided pursuant to
this Agreement.

16.5 No Unauthorized Viewing. The Hotels shall use reasonable efforts to
insure that the only persons who may view the Services in any Room shall be
registered Guests of the Hotel and their invitees.

16.6 Media Shall be Secured. The Hotels shall supply a secure location, in
compliance with the Specifications, for the storage of physical media
containing any element of the Services (Media), and such storage space shall
not be accessed by or accessible to unauthorized Hotel personnel without the
prior mutual written consent of the parties. There shall be no unauthorized
use, exhibition or viewing of any Media by any person other than on the System
pursuant to the terms of this Agreement. Marriott shall not permit any person
under its control to duplicate or make alterations of any kind to the Media.
Marriott shall promptly report to OCC any violation of this Section as soon as
it becomes aware of such violation.

16.7 Sole Operator. Marriott warrants and represents that it is the operator
or management company of the Hotels, that it has full legal power and authority
to enter into this Agreement and to perform all of its obligations hereunder,
including, without limitation, the power and authority to bind the Hotels to
the terms hereof and to cause each Hotel to comply herewith, and that the
execution of this Agreement is within Marriotts as operator or management
company of the Hotel. Marriott further warrants and represents that all
necessary corporate action has been taken to authorize Marriott to enter into
this Agreement and perform all of its obligations hereunder and further
warrants and represents that this Agreement has been duly executed and
delivered by it and constitutes a valid, legal and binding obligation of
Marriott and the Hotels, jointly and severally, enforceable in accordance with
its terms.

16.8 MATV System. Marriott warrants that the Hotels own or control the MATV
Systems and that there are no restrictions placed by third parties on their
use.

16.9 No Incompatible Systems. Marriott shall not, and shall not permit the
Hotels or their personnel to, install or allow to be installed any service,
system or equipment for connection to, or that in any way relates to, the
System that it knows to be incompatible with the transmissions or services of
the System, without the prior written consent of OCC.

ARTICLE XVII. INSURANCE

17.1 Liability Insurance.

(a) Marriott and/or the relevant Hotel shall obtain and maintain, at its
sole cost and expense, throughout the term of this Agreement, insurance
policies from carriers with an AM Best rating of A-/X or better, that name OCC
as an additional insured thereunder (as its interest

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may appear for property insurance purposes, and to the extent of
Marriotts indemnity obligations for commercial general liability purposes).
Said policies shall provide commercial general liability insurance with limits
of at least *** and property insurance with a limit of at least *** providing
coverage for the perils of fire, extended coverage and special form. A
certificate of insurance evidencing such insurance shall be delivered to OCC
within thirty (30) days of Hotels receipt of such certificate of insurance.

(b) OCC shall obtain and maintain, at its sole cost and expense,
throughout the term of this Agreement, insurance policies from carriers with an
AM Best rating of A-/X or better, that name the Hotels and Marriott as an
additional insured thereunder (as their interests may appear for property
insurance purposes, and to the extent of OCCs indemnity obligations for
commercial general liability purposes). Said policies shall provide
comprehensive public liability insurance with limits of at least *** and
property insurance with a limit of at least *** providing coverage for the
perils of fire, extended coverage and special form. A certificate of insurance
evidencing such insurance delivered to Marriott within thirty (30) days of
OCCs receipt of such certificate of insurance.

17.2 Workers Compensation. OCC shall maintain, at its sole cost and expense,
workers compensation insurance within statutory limits, and employers
liability insurance with a *** minimum limit, for all its employees,
contractors, agents and representatives that provide any services under the
terms of this Agreement.

ARTICLE XVIII. CONFIDENTIALITY

18.1 Confidentiality.

(a) Marriott and its employees and agents have maintained and will
maintain, in confidence, the terms and conditions of this Agreement including
the revenue sharing provisions, as well as all data, summaries, reports or
information of all kinds, whether oral or written, acquired, devised or
developed in any manner by or from OCC personnel or OCC files, and have not and
will not reveal the same to any persons not employed by OCC, except: (i) at the
written direction of OCC; (ii) to the extent necessary to comply with law or
order of a court of competent jurisdiction, in which event Marriott shall so
notify OCC as promptly as practicable (and, if possible, prior to making any
disclosure) and in all cases shall cooperate with OCC if OCC should seek
confidential treatment of such information; (iii) to its auditors, attorneys,
and other representatives, provided such auditors, attorneys and other
representatives agree to be bound by the provisions of this Paragraph; (iv) to
the owners of Hotels and to the owners and operators of Marriott Franchised
Hotels as reasonably necessary to describe and promote the Services and to
comply with Marriotts obligations under management and franchise agreements
and under applicable law; and (v) in order to enforce its rights pursuant to
this Agreement.

(b) OCC and its employees and agents have maintained and will maintain, in
confidence, the terms and conditions of this Agreement, as well as all data,
summaries, reports or information of all kinds, whether oral or written,
acquired, devised or developed in any manner by or from Marriott personnel or
Marriott files, and have not and will not reveal the same to any persons not
employed by Marriott, except: (i) at the written direction of Marriott; (ii) to
the extent necessary to comply with law or order of a court of competent
jurisdiction, in which event

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OCC shall so notify Marriott as promptly as practicable (and, if possible,
prior to making any disclosure) and in all cases shall cooperate with Marriott
if Marriott should seek confidential treatment of such information; (iii) to
its auditors, attorneys, and other representatives, provided such auditors,
attorneys and other representatives agree to be bound by the provisions of this
Paragraph; and (iv) in order to enforce its rights pursuant to this Agreement..

18.2 Exceptions. Notwithstanding the foregoing, such confidentiality
agreements of Marriott and OCC shall not apply to (i) information that is or
becomes publicly available through no violation of such party of its
obligations under this Agreement, (ii) information furnished by a third party
who to such partys actual knowledge was not, at the time at which such
information was furnished, under a legal, contractual or fiduciary obligation
to the other party to keep such information confidential, (iii) information
that was in the possession of such party prior to disclosure by the other
party, or (iv) information that is the subject of a subpoena or other document
request in litigation or from a governmental entity, provided that the
receiving party shall give the other party written notice of such requirements
prior to disclosure of such confidential information.

ARTICLE XIX. OWNERSHIP RIGHTS

19.1 OCC Property. OCC Property shall mean the System, including the
functions and components of the System, facts regarding the equipment and
materials related thereto, the manner of operation thereof, any printed
material obtained from the System and all information, materials, data,
software, equipment, documents, images, files, and other property relating
thereto, whether tangible or intangible, including computer software, owned,
acquired, developed or licensed by OCC prior to or independently of this
Agreement. OCC Property includes derivative works of the foregoing even if
created during performance under this Agreement. OCC shall retain all right,
title and interest, including copyright and patent rights, in and to OCC
Property, and Marriott obtains no right, title, or interest therein, except
that Marriott is hereby granted a license to use OCC Property for the limited
purpose of receiving, using, and otherwise benefiting from the Services in
compliance with the terms and conditions of this Agreement. All OCC Property
consisting of information shall be deemed to be OCCs confidential information
subject to the confidentiality provisions of this Agreement. Marriott shall
not use, assign, convey, or otherwise transfer any OCC Property in any manner
other than as expressly instructed by OCC in writing or as otherwise permitted
by this Agreement.

19.2 Marriott Property. Marriott Property shall mean all information,
materials, data, software, equipment, documents, images, files, and other
property, whether tangible or intangible, including computer software, owned,
acquired, developed or licensed by Marriott prior to or independently of this
Agreement. Marriott Property includes derivative works of the foregoing even
if created during performance under this Agreement. Marriott shall retain all
right, title and interest, including copyright and patent rights, in and to
Marriott Property, and OCC obtains no right, title, or interest therein, except
that OCC may use Marriott Property for the sole, exclusive and limited purpose
of performing the Services in compliance with the terms and conditions of this
Agreement. OCC shall comply with the terms of any license or other agreement
applicable to such Marriott Property of which it is given notice by Marriott.
All Marriott Property consisting of information shall be deemed to be
Marriotts confidential information subject to the confidentiality provisions
of this Agreement. OCC shall not use,

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assign, convey, or otherwise transfer any Marriott Property in any manner other
than as expressly instructed by Marriott in writing or as otherwise permitted
by this Agreement.

19.3 Know-How; Work Products. Subject to the confidentiality provisions of
this Agreement, each party retains the right to use its skill and the
knowledge, experience, and know-how, including ideas, concepts, and techniques,
whether developed prior to, independently of, or in the course of performing,
receiving, or using the Services. If the Services generate work products, then
to the extent work products contain OCC Property or Marriott Property,
including derivative works thereof created during performance under this
Agreement, each party shall retain its ownership rights to its property in such
work products. To the extent work products do not contain OCC Property or
Marriott Property as described above, ownership rights shall be as follows:

(a) If the work products were created pursuant to a separate written
agreement between the parties relating to ownership rights, such agreement
shall control.

(b) In the absence of such a separate written agreement,

(i) OCC shall own such work products generated by OCC in the performance
of the Services except as provided in the following paragraph. Marriott agrees
to execute such documents, and otherwise provide such assistance, as OCC may
reasonably request, at OCCs expense, to accomplish the purposes of this
paragraph.

(ii) Marriott will own work products that were custom-created for
delivery to Marriott for Marriotts specific use, provided that OCC shall have
the right to re-use for its own benefit any items from such work products that
(A) are of a generic nature and not customized specifically for Marriott, and
(B) do not contain, and were not created through substantial use of, Marriott
confidential information. OCC hereby assigns all right, title and interest
(including copyright and patent rights) thereto to Marriott. OCC agrees to
execute such documents, and otherwise provide such assistance, as Marriott may
reasonably request, at Marriotts expense, to accomplish the purposes of this
paragraph.

19.4 Customer Information. Marriott Property shall include all customer and/or
guest information, including names or other information relating to or
traceable to the guest or customer, as well as hotel occupancy information,
guest billing information not related to usage of the OCC Service, or other
usage data and any other information about actions, services, events, or
activities occurring in or requested from Marriott or its managed or franchised
hotels. To the extent OCC is in possession of such information, it shall hold
such information in trust for Marriott, and OCC may use such data or
information only as necessary to provide and improve the Services. By way of
clarification, OCC may use aggregate, demographic System usage data for
purposes of soliciting advertising from third parties for inclusion in the
Services, provided that it does not disclose personally identifiable
information, and provided further that it may not disclose that Marriott or any
Hotel is the source of such data without Marriotts prior written consent,
which may not be unreasonably withheld.

19.5 Access Record. Marriott and OCC agree that the Access Record shall be
the joint property of OCC and Marriott, subject to the following:

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(a) The Access Record shall be deemed the confidential information of each
party. OCC shall make available to Marriott information sufficient to ensure
proper billing of Guests and other information or usage reports as Marriott may
reasonably request to track System usage.

(b) OCC may review and use the Access Record as necessary to provide the
Services and for such other internal analytical, statistical, performance, and
business purposes as OCC may reasonably deem appropriate, except that OCC shall
not use such Service Record for purposes of contacting Marriott customers and
shall not sell, lease, or transfer such information to third parties, nor make
any external use of this information in a form which will particularly identify
Marriott or its customers.

19.6 Privacy. Each party will respect the privacy rights of anyone using the
System and will comply with applicable laws and regulations. The parties will
establish a mutually-agreed privacy policy, including providing appropriate
mutually-agreed privacy notices and terms of use agreements to Guests, and
will comply with such policy and agreements. OCC shall not use or process any
data traceable to an individual that OCC obtains through providing the Services
except as necessary to provide (and enforce rights relating to) the Services.

19.7 Safeguarding of Property. Each party shall establish and maintain
reasonable safeguards against the destruction, loss, alteration or unauthorized
use of the other partys property in its possession or control, that in any
event are no less rigorous than those used to safeguard its own materials and
property.

ARTICLE XX. DEFAULT; FORCE MAJEURE

20.1 Marriott and/or Hotel Default. If Marriott and/or any of its Hotels
should (i) breach or default in the performance of any material term or
condition contained in this Agreement, and fail to cure, correct or remedy such
breach or default within thirty (30) calendar days after receipt of a written
notice specifying the nature of such breach or default from OCC; provided,
however, that in the event that such cure is not susceptible of cure in such
thirty (30) day period, Marriott or the Hotel, as the case may be, shall have
such additional time as is reasonably necessary to effect such cure, not to
exceed ninety (90) days, if Marriott or such Hotel, as the case may be,
commences such cure within such thirty (30) day period and diligently
prosecutes such cure; (ii) be adjudicated bankrupt or petition for relief
under any bankruptcy, reorganization, receivership, liquidation, compromise
arrangement or moratorium statue; (iii) make an assignment for the benefit of
its creditors; or (iv) petition for the appointment of a receiver, liquidator,
trustee or custodian for all or part of its assets; then, in any of such
events, OCC may exercise any or all of the following remedies: (A) on not less
than thirty (30) days advance written notice to Marriott and such Hotel,
cancel and terminate this Agreement as against Marriott or the relevant Hotel,
as the case may be, and require the relevant party to promptly provide OCC
with access to the Hotel for OCCs removal of the System; (B) seek injunctive
and other equitable relief; and (C) if this Agreement is terminated as to any
Hotel, as liquidated damages, and not as a penalty, collect the Termination
Charge from the Hotel (and not from Marriott) described in Section 20.3.

20.2 OCC Default. If OCC should (i) breach or default in the performance of
any material term or condition contained in this Agreement, and fail to cure,
correct or remedy such breach or

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default within thirty (30) calendar days after receipt of a written notice
specifying the nature of such breach or default from Marriott, (ii) be
adjudicated bankrupt or petition for relief under any bankruptcy,
reorganization, receivership, liquidation, compromise arrangement or moratorium
statue; (iii) make an assignment for the benefit of its creditors; or (iv)
petition for the appointment of a receiver, liquidator, trustee or custodian
for all or part of its assets; then, in any of such events, Marriott may
exercise any or all of the following remedies: (A) on not less than thirty (30)
days advance written notice to OCC, cancel and terminate this Agreement as to
the affected Hotels (in the case of a breach that affects only certain Hotels)
or in its entirety (in the case of a breach that affects a significant number
of Hotels or the System or that relates to OCCs obligations that are not
specific to the Hotels) and require OCC to promptly remove the System from the
terminated Hotels or all Hotels, as the case may be; (B) seek injunctive and
other equitable relief; and (C) seek such damages and other rights and remedies
as Marriott and/or the affected Hotel(s) may have under this Agreement.

20.3 Termination Charge for Termination by OCC under Section 20.1. The
Termination Charge which may be due OCC pursuant to Section 20.1 above shall be
***. The parties agree and acknowledge that the actual damages to OCC from a
termination of this Agreement to one or more hotels is uncertain, and not
susceptible to accurate or precise determination, and that the Termination
Charge is a liquidated damages payment and is not intended as a penalty. The
Termination Charge shall be the sole remedy of OCC for a termination of this
Agreement as to one or more Hotels, and OCC. OCC acknowledges and agrees that
payment of the Termination Charge ***. For the avoidance of doubt, the parties
acknowledge that the Termination Charge shall not be payable if this Agreement
is terminated in its entirety or as to one or more Hotels under Section 20.2 or
failure by Marriott to accept the System as set forth in Article 3 herein.

20.4 Force Majeure. Force Majeure means circumstances beyond the parties
reasonable control that prevents a party from performing its obligations under
this Agreement, including, without limitation, any act of God, fire, natural
disaster, accident (other than as a result of the negligence of the party
seeking excuse), act of civil unrest, act of government, or any other cause
reasonably beyond the reasonable control of such party. Neither party will be
deemed to have breached, or be in default of, this Agreement to the extent that
the performance of its obligations or attempts to cure any breach or default
are delayed or prevented by reason of Force Majeure; provided, however,this
Section shall not prevent OCC from terminating any Service or removing the
System until Marriott or the relevant Hotel has cured any breach or default, or
come into compliance with its obligations, under this Agreement.

20.5 Infringement Indemnity.

(a) Each party shall indemnify, defend and hold harmless the other party
and its officers, directors, employees and affiliates from any and all losses,
costs, damages and expenses (including, without limitation, reasonable
attorneys fees and settlement costs) relating to, resulting from or arising
out of or in connection with any violation or infringement by any indemnifying
party or its officers directors, employees or affiliates of any intellectual
property rights of any third party (including patent, copyright, trademark, and
trade secret rights).

(b) If the System or any part thereof becomes, or in the opinion of OCC
may become, the subject of any claim, suit or proceeding for violation or
infringement of intellectual property

32



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rights of a third party, or in the event of an adjudication that the
System or part thereof constitutes such an infringement or violation, or if the
use, license, lease or sale of the System or part thereof is enjoined, OCC
shall, at its expense and without limiting any of the other rights Marriott may
have hereunder: (1) procure for Marriott the rights otherwise granted under
this Agreement to the System or part thereof, or (2) replace, modify, or remove
the System or part thereof to remedy the infringement or violation. If
Marriott determines, in its sole discretion, that such replacement,
modification, or removal will have a significant negative impact on the overall
functioning of the System, Marriott shall have, in addition to its other rights
under this Agreement and without liability to Marriott, the right to terminate
this Agreement on thirty (30) days prior written notice. Such right to
terminate as set forth in this Section shall only apply if such negative impact
is not due to Force Majeure.

20.6 OCC Indemnity. OCC shall indemnify, defend and hold harmless Marriott and
the Hotel owners and their respective officers, directors, employees and
affiliates from any and all losses, costs, damages and expenses (including,
without limitation, reasonable attorneys fees and settlement costs) relating
to, resulting from or arising out of or in connection with any claim by a Guest
regarding the System, or any third party claim arising from the actual or
alleged breach by OCC of provisions set forth in this Agreement, except to the
extent arising from Marriotts or the Hotel owners negligence, willful
misconduct, or breach of this Agreement.

20.7 Mutual Indemnity. Each party shall indemnify, defend and hold harmless the
other party and its officers, directors, employees and affiliates from any and
all losses, costs, damages and expenses (including, without limitation,
reasonable attorneys fees and settlement costs) relating to, resulting from or
arising out of or in connection with any of the following: (i) the death or
bodily injury of any agent, employee, customer, business invitee, or business
visitor or other person caused by the tortious conduct of the indemnitor; (ii)
the damage, loss or destruction of any real or tangible personal property
caused by the tortious conduct of the indemnitor; and (iii) any claim, demand,
charge, action, cause of action, or other proceeding asserted against the
indemnitee but resulting from an act or omission of the indemnitor in its
capacity as an employer of a person.

20.8 Indemnity for Content. All regulations or laws pertaining to censorship,
importation, public performance, distribution or display of text, images,
video, sound, music, motion pictures, photographs, and other content via the
Services (except for content specifically provided by Marriott) as an in-hotel
service or in general shall be complied with by OCC, and OCC shall be solely
responsible on a continuing basis to secure at OCCs expense any and all
permits and approvals respecting such content, copyrights, distribution rights,
music rights, releases, and any other approvals as may be necessary for the
purposes of this Agreement. OCC agrees to indemnify, defend and hold harmless
Marriott, Hotel owners, and their respective officers, directors, employees,
agents, successors, and assigns, from and against any and all losses, costs,
damages and expenses (including, without limitation, reasonable attorneys fees
and settlement costs) relating to, resulting from or arising out of or in
connection with any failure of OCC to comply with the foregoing.

20.9 Indemnification Procedures. The parties shall follow the procedures set
forth below in seeking indemnification under this Agreement.

33



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(a) Promptly after receipt by any entity entitled to indemnification under
this Agreement of notice of the commencement or threatened commencement of any
civil, criminal, administrative, or investigative action or proceeding
involving a claim in respect of which the indemnitee will seek indemnification,
the indemnitee shall notify the indemnitor of such claim in writing. No
failure to so notify an indemnitor shall relieve it of its obligations under
this Agreement except to the extent that it can demonstrate damages
attributable to such failure. Within fifteen (15) days following receipt of
written notice from the indemnitee relating to any claim, but no later than ten
(10) days before the date on which any response to a complaint or summons is
due, the indemnitor shall notify the indemnitee in writing if the indemnitor
elects to assume control of the defense and settlement of that claim (a Notice
of Election).

(b) If the indemnitor delivers a Notice of Election relating to any claim
within the required notice period, the indemnitor shall be entitled to have
sole control over the defense and settlement of such claim; provided that (a)
the indemnitee shall be entitled to participate in the defense of such claim
and to employ counsel at its own expense to assist in the handling of such
claim, and (b) the indemnitor shall obtain the prior written approval of the
indemnitee before entering into any settlement of such claim or ceasing to
defend against such claim. After the indemnitor has delivered a Notice of
Election relating to any claim in accordance with this Section, the indemnitor
shall not be liable to the indemnitee for any legal expenses incurred by the
indemnitee in connection with the defense of that claim. In addition, the
indemnitor shall not be required to indemnify the indemnitee for any amount
paid or payable by the indemnitee in the settlement of any claim for which the
indemnitor has delivered a timely Notice of Election if such amount was agreed
to without the written consent of the indemnitor.

(c) If the indemnitor does not deliver a Notice of Election relating to
any claim within the required notice period, the indemnitee shall have the
right to defend the claim in such manner as it may deem appropriate, at the
cost and expense of the indemnitor. The indemnitor shall promptly reimburse
the indemnitee for all such costs and expenses.

ARTICLE XXI. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

21.1 Warranties. OCC represents and warrants that the Services (including the
System) will be provided as described in this Agreement, and that it will
perform its responsibilities in a professional, workmanlike manner, through use
of reasonable care, in compliance with applicable laws, ordinances, codes, and
regulations, and without infringement or violation of the intellectual property
rights of third parties (including patent, copyright, trademark, and trade
secret rights). OCC further warrants and represents that all necessary
corporate action has been taken to authorize OCC to enter into this Agreement
and perform all of its obligations hereunder and further warrants and
represents that this Agreement has been duly executed and delivered by it and
constitutes a valid, legal and binding obligation of OCC, enforceable in
accordance with its terms.

21.2 Disclaimer of Other Warranties. Marriott recognizes that this Agreement is
for OCCs provision of the Services described herein and that no part of the
System is being sold, rented or leased to the Hotel; THEREFORE, EXCEPT AS
OTHERWISE PROVIDED EXPRESSLY IN THIS AGREEMENT, OCC MAKES NO WARRANTIES, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM OR THE SERVICES, INCLUDING,
WITHOUT

34



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LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

21.3 Limitation of Liability. EACH PARTY HERETO EXPRESSLY DISCLAIMS AND SHALL
NOT BE LIABLE TO THE OTHER PARTY FOR ANY LIABILITIES OR OBLIGATIONS FOR
INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE
OR LOST PROFITS (EXCEPT THOSE PERTAINING TO REVENUES UNDER THIS AGREEMENT),
WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING THE
BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT), TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF SUCH LOSS WAS
FORESEEABLE OR THE OTHER PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH
LOSS OR DAMAGE OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF
THE SYSTEM, THE PROVISION OF THE SERVICES, OR OTHERWISE IN CONNECTION WITH
THIS AGREEMENT. This provision in no way limits or restricts Marriott from
exercising its or a Hotels rights and remedies under this Agreement, and shall
not apply to limit a partys indemnification obligations under this Agreement.

ARTICLE XXII. GENERAL TERMS

22.1 Publicity. Neither party will use the name or trademarks, whether
registered or not, of the other party or its affiliates, in any marketing or
publicity related communication to a third party (e.g., press release,
advertisement, marketing collateral, marketing proposal, or customer list),
without prior written consent of the other party. In the case of Marriott,
such consent must be obtained from the Executive Vice President, Corporate
Communications.

22.2 Choice of Laws. This Agreement will be governed by and interpreted in
accordance with the substantive laws of the State of New York.

22.3 Arbitration. The parties agrees that any dispute or controversy arising
out of or relating to the interpretation, construction, performance or breach
of this Agreement that cannot be amicably resolved after good faith discussions
shall be resolved by arbitration in accordance with this Section. The
arbitration shall be held before a single arbitrator selected by the parties
or, if the parties are unable to agree, by the American Arbitration Association
(AAA), in accordance with the then current rules for arbitration of
commercial disputes of the AAA. Unless the applicable parties otherwise agree
in a particular instance, the arbitration shall be held in New York, New York.
Discovery, if permitted by the arbitrator, shall be conducted in accordance
with the Federal Rules of Civil Procedure, except that (1) there shall be no
more than ten interrogatories (including subparts) per party, (2) document
discovery shall be limited to documents directly relevant to the matter at
issue, (3) each party shall be entitled to take no more than five depositions
upon oral examination, which in the aggregate shall take no more than five
business days, and (4) there shall be no requests to admit. The arbitrator
shall schedule the arbitration to be completed no later than six months after
initiation of the proceeding, and the parties shall use good faith efforts to
comply with this schedule.

35



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(a) The decision of the arbitrator shall be in writing and shall specify
reasons for the decision. Judgment upon the arbitral award may be confirmed by
any court having jurisdiction over the party against which enforcement is
sought.

(b) The arbitrator shall have no power to award punitive damages even if
permitted to do so under applicable law.

(c) Any party may seek injunctive or other equitable relief to prevent any
breach or threatened breach of another partys obligations which would cause
irreparable harm, or to preserve the jurisdiction of the arbitrator.

22.4 Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.

(a) Except as specifically provided in this Section, neither party may
assign or delegate its rights or obligations under this Agreement without the
written consent of the other party, not to be unreasonably withheld.

(b) Marriott may assign this Agreement without the consent of OCC (i) to
any corporate affiliate of Marriott provided Marriott remains liable hereunder,
(ii) upon a merger or consolidation involving Marriott, a sale of all or a
major part of Marriotts assets, or a sale of all or a major part of the assets
of a line of business in which the Services are used (including the sale of a
Covered Brand). Upon an assignment under clause (ii) above, the assignee shall
assume in writing the obligations under this Agreement, in which event Marriott
shall be released from further liability hereunder except for liabilities
accrued prior to assignment.

(c) OCC shall be deemed to have assigned this Agreement with Marriotts
consent to an entity if such entity acquires ownership or effective control of
OCC, provided, however, that such an assignment shall require Marriotts
consent if such an entity is a direct competitor of Marriott; if Marriott
refuses such consent and OCC nonetheless desires to so assign this Agreement,
Marriotts sole and exclusive remedy shall be to terminate this Agreement
without further liability hereunder except for satisfaction of payment
obligations incurred prior to termination.

(d) In the event that any Hotel is sold to a new owner or is no longer
managed by Marriott, the rights, obligations, terms and conditions of this
Agreement shall remain in full force and effect and a permitted assignment of
this Agreement shall be deemed to have occurred; provided, however,
notwithstanding any such deemed assignment, Marriott shall not be released from
and shall retain responsibility for any obligations or payments due to OCC
which were incurred or arose prior to the effective date of any such sale or
change in management company. The provisions of Section 4.6 (Departing Hotels)
shall govern assignments under the preceding sentence.

22.5 Modification of Agreement. This Agreement may not be modified or amended
except by a written non-electronic agreement signed by OCC and Marriott with a
non-electronic signature, and each party is hereby put on notice that any
representative of a party purporting to otherwise modify or amend this
Agreement shall not have the authority to do so.

36



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22.6 Waivers. No waivers by either party of any breach or default hereunder
shall be construed as a waiver of any precedent or subsequent breach or
default. The observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but any such waiver
shall be effective only if in writing signed by the party against which such
waiver is to be asserted and only in the specific instance and for the specific
purpose for which given. Except as otherwise provided herein, no failure or
delay of any party in exercising any power or right under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other or further exercise thereof or the
exercise of any other right or power.

22.7 Severability. If a provision of this Agreement is deemed prohibited by
applicable law, such prohibition shall not invalidate the remaining provisions
of this Agreement.

22.8 U.S. Dollars. All references to dollars or the $ sign refer to U.S.
currency.

22.9 Relationship of the Parties. Nothing contained herein shall be deemed to
create a relationship of joint venture, partnership, associates, principal and
agent or joint owners in any manner with respect to the Hotel, and nothing in
this Agreement creates a partnership, joint venture, franchise, agency or any
similar relationship and neither party shall hold itself out to the contrary.

22.10 Cooperation. Each party hereto agrees to cooperate with the other party
hereto to effect the transactions contemplated by this Agreement. In addition,
Marriott agrees to cooperate with and hereby grant permission to OCC to sign on
their behalf any relevant documents (e.g. U.C.C.-Secured Transaction Form) for
the purpose of protecting OCCs interests in its personal property on the
premises of the Hotel.

22.11 Licenses. Marriott acknowledges that OCC distributes private programming
under licenses from other parties, which parties own copyrights to or have
licenses from the copyright owners of programs distributed pursuant to this
Agreement, and, as a result, the programming signals distributed pursuant to
this Agreement are private and the distribution thereof is limited to the use
for which they are licensed. The provision of the Services is licensed for and
limited to the uses described in this Agreement.

22.12 Notices. Any notice under this Agreement shall be in writing and shall
be delivered by personal service or by United States of America certified or
registered mail, with postage prepaid, or by such other overnight courier
delivery service. Notice shall be forwarded to the individuals at the
addresses specified below. Facsimile numbers are provided as a convenience to
the parties only and all facsimile transmissions of any notice must be
acknowledged in writing by the recipient thereof, or followed up by one of the
approved methods to send notice set forth above.

37



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If to OCC:
    
    If to Marriott:On Command Video Corporation
    
    Marriott International, Inc.7900 E. Union Avenue
    
    10400 Fernwood RoadDenver, CO 80237
    
    Bethesda, MD 20817ATTN: SVP- Sales
    
    Attn: Senior Vice President, Rooms OperationsTelephone: (720) 873-3253
    
    Telephone: 301-380-1670Facsimile: (720) 873-3397
    
    Facsimile: 301-380-6727with a copy to:
    
    with a copy to:[same address as above]
    
    [same address and facsimile as above]Attn: General Counsel
    
    Attn: Assistant General Counsel, U.S.Telephone: (720) 873-3420
    
    Lodging Operations, 52-923Facsimile: (720) 873-3397


22.13 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and merges
and supersedes all prior discussions and understandings between the parties
related thereto, whether written or oral.

22.14 Paragraph Headings and Instructions. Paragraph headings have been
inserted for convenience only and shall not affect the construction or
interpretation of this Agreement.

22.15 Effective Date. This Agreement is effective as of the date first written
above, except for those provisions that shall not take effect until the Hotel
Commencement Date.

22.16 Counterparts.This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
will together constitute one and the same Agreement.

ON COMMAND CORPORATION
    
    MARRIOTT INTERNATIONAL, INC, on behalf of
itself and its affiliatesBy:
    
    /s/ JEROME H. KERN
    By:
    
    /s/ RICHARD HOFFMANName:
    
    J.H. Kern
    
    Name:
    
    Richard HoffmanTitle:
    
    Chief Executive
Officer
    
    Title:
    
    Senior Vice PresidentDate:
    
    March 21, 2001
    
    Date:
    
    March 21, 2001


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ARTICLE XXIII. APPENDIX

DEFINITIONS



|1. |  | Access Recordshall have the meaning given in Section 8.5.
|-- |  | -----------------------------------------------------------



|2. |  | Adjusted Pay-Per-Usage Service Feesmeans the Pay-Per-Usage Service
Fees charged to the Guests by the Hotel, after giving effect to any
Adjustments permitted under this Agreement.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Adjustmentshall have the meaning given in Section 8.9.
|-- |  | --------------------------------------------------------



|4. |  | Agreement Termshall have the meaning given in Section 2.1.
|-- |  | ------------------------------------------------------------



|5. |  | Broadcast Lineupsshall have the meaning given in Section 9.4.
|-- |  | ---------------------------------------------------------------



|6. |  | Broadcast Programming Servicesshall have the meaning given in Section
9.3.
|-- |  | ----------------------------------------------------------------------------



|7. |  | Cable Lineupsshall have the meaning given in Section 9.2.
|-- |  | -----------------------------------------------------------



|8. |  | Cable Programming Servicesshall have the meaning given in Section 9.2.
|-- |  | ------------------------------------------------------------------------



|9. |  | Competing Servicemeans any system, device or service that is
comparable to the In-Room Electronic Services (as presently configured, as
may be modified from time to time pursuant to this Agreement) (including
any video cassette recorder, game console, digital video disc player,
electronic video service, data service that permits downstream data
transfers at more than 128 kilobytes per second, or any device or service
similar to any of the foregoing, but excluding any clock radio, stereo
music console/equipment (e.g., stand-alone CD player for playing Guests
CDs), the STSN Internet Access System (or substitute system for connecting
guest computers to the Internet), and Virtual Personal Concierge.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10. |  | Control Devicesshall have the meaning given in Section 13.4.
|--- |  | --------------------------------------------------------------



|11. |  | Covered Brand(s)means one or more of the following brands owned by
Marriott as of the Effective Date: Marriott Hotels, Resorts and Suites
(including Marriott Conference Centers with 140 Rooms or more) (MHRS),
Renaissance Hotels and Resorts (Renaissance), Courtyard by Marriott,
Residence Inn by Marriott, Fairfield Inn & Suites by Marriott, TownePlace
Suites by Marriott, SpringHill Suites by Marriott and Marriott Conference
Centers with fewer than 140 Rooms. A new brand may be added as a Covered
Brand pursuant to Section 4.3.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|12. |  | Direct Programming Costsshall have the meaning given in Section 9.2.
|--- |  | ----------------------------------------------------------------------



|13. |  | Existing Hotelsshall mean Hotels that are managed or owned by Marriott
as of the Effective Date.
|--- |  | --------------------------------------------------------------------------------------------------



|14. |  | Existing OCC Agreementshall have the meaning given in Section 4.2.
|--- |  | --------------------------------------------------------------------



|15. |  | Force Majeureshall have the meaning given in Section 20.4.
|--- |  | ------------------------------------------------------------



|16. |  | Free-to-Guest Servicesshall have the meaning given in Section 9.1.
|--- |  | --------------------------------------------------------------------



|17. |  | Generation III Platformshall mean the Systems technology platform as
described in Exhibit H-1 attached hereto. including digital content
servers for movies, games and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | music, an integrated network, field upgrade capability, and appropriate
security and privacy features.
| |  | ------------------------------------------------------------------------------------------------------



|18. |  | Guestsshall mean the guests of the Hotels.
|--- |  | --------------------------------------------



|19. |  | Hotel(s)shall mean the hotels that are operated under a Covered Brand,
within the Territory, and that are managed or owned by Marriott.
Notwithstanding the foregoing, Hotels shall not include any hotel where
***.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20. |  | Hotel Commencement Dateshall have the meaning given in Section 2.2
|--- |  | --------------------------------------------------------------------



|21. |  | Hotel Facilitiesshall have the meaning given in Section 12.1.
|--- |  | ---------------------------------------------------------------



|22. |  | Hotel Installed Propertyshall have the meaning given in the definition
of System.
|--- |  | -----------------------------------------------------------------------------------



|23. |  | Hotel PMSshall have the meaning given in Section 8.4.
|--- |  | -------------------------------------------------------



|24. |  | Hotel Revenue Sharemeans the percent share of total monthly Adjusted
Pay-Per-Usage Service Fees to be retained by Hotel after the payment of
the OCC Revenue Share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|25. |  | ***
|--- |  | ---



|26. |  | Hotel Termshall have the meaning given in Section 2.2.
|--- |  | --------------------------------------------------------



|27. |  | Hotel Termination Dateshall have the meaning given in Section 2.2.
|--- |  | --------------------------------------------------------------------



|28. |  | Inappropriate Contentshall have the meaning given in Section 8.3.
|--- |  | -------------------------------------------------------------------



|29. |  | Inspectionshall have the meaning given in Section 8.12.
|--- |  | ---------------------------------------------------------



|30. |  | Internet TV Portalshall have the meaning given in Section 8.1.
|--- |  | ----------------------------------------------------------------



|31. |  | "In-Room Electronic Servicesshall mean Pay-Per-Usage Services and
Free-To-Guest Services provided in Rooms to Guests.
|--- |  | ----------------------------------------------------------------------------------------------------------------------



|32. |  | Keyboardsshall have the meaning given in Section 13.5.
|--- |  | --------------------------------------------------------



|33. |  | Marriott Franchised Hotelsshall have the meaning given in Section 4.4.
|--- |  | ------------------------------------------------------------------------



|34. |  | Marriott Propertyshall have the meaning given in Section 19.2.
|--- |  | ----------------------------------------------------------------



|35. |  | MATV Systemshall mean the network of cables, wall taps, antennas and
specially designed radio frequency signal processing components, which
receive, process, amplify and distribute video and audio TV and FM signals
from a central location to a multiplicity of TVs within the Hotel.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|36. |  | Monitoring Unitmeans an instrument provided, installed and maintained
by OCC at OCCs sole expense pursuant to the terms of this Agreement that
monitors the use of the System by individual Guests and determines the
Pay-Per-Usage Service Fees due and payable by each particular Guest.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|37. |  | "Net Additional Revenueshall mean, for any period, all revenue received
by OCC in respect of additional services provided under Section 8.7 of
this Agreement***. In the event that Net Additional Revenue for any
fiscal year is less than zero, then such negative amount shall not be
carried forward to the subsequent fiscal year or any other future period.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

40



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|38. |  | New Hotelsshall mean hotels that become Hotels after the Effective
Date (i.e., Hotels that are not Existing Hotels).
|--- |  | ------------------------------------------------------------------------------------------------------------------------



|39. |  | OCC Propertyshall have the meaning given in Section 19.1.
|--- |  | -----------------------------------------------------------



|40. |  | OCC Revenue Shareshall have the meaning given in Section 8.6.
|--- |  | ---------------------------------------------------------------



|41. |  | Pay-Per-Usage Service Feesmeans the fees charged to the Guests for use
of the Pay-Per-Usage Services.
|--- |  | -------------------------------------------------------------------------------------------------------



|42. |  | Pay-Per-Usage Servicesshall have the meaning given in Section 8.1.
|--- |  | --------------------------------------------------------------------



|43. |  | Pilot Hotelsshall have the meaning given in Section 3.1.
|--- |  | ----------------------------------------------------------



|44. |  | Preexisting Competitive Commitmentsshall have the meaning given in
Section 2.4.
|--- |  | ---------------------------------------------------------------------------------



|45. |  | Protected Channelsshall have the meaning given in Section 9.2.
|--- |  | ----------------------------------------------------------------



|46. |  | Rated Moviesshall have the meaning given in Section 8.1.
|--- |  | ----------------------------------------------------------



|47. |  | Retroactive System Upgradeshall have the meaning given in Section 6.2.
|--- |  | ------------------------------------------------------------------------



|48. |  | Roommeans a separate, private, individually keyed room or suite of
rooms in a Hotel, which is customarily available for an overnight sleeping
accommodation for Guests.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|49. |  | Select Service Brandsmeans one or more of the following Covered
Brands: Residence Inn by Marriott, Fairfield Inn & Suites by Marriott,
TownePlace Suites by Marriott, SpringHill Suites by Marriott and Marriott
Conference Centers with fewer than 140 Rooms. A new brand may be added
as a Select Service Brand pursuant to Section 4.3.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|50. |  | Select Service Hotelsmeans hotels operated under a Select Service
Brand.
|--- |  | --------------------------------------------------------------------------



|51. |  | Servicesmeans, collectively, the Pay-Per-Usage Services, the
Free-to-Guest Services, and the other services and responsibilities
described in this Agreement.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



|52. |  | Specificationsshall have the meaning given in Section 12.1.
|--- |  | -------------------------------------------------------------



|53. |  | STSNmeans Suite Technology System Networks, Inc., a Delaware
corporation.
|--- |  | ---------------------------------------------------------------------------



|54. |  | STSN Internet Access Systemmeans the system provided by STSN to
provide Guests in Hotels with access to the Internet from Guest computers,
which is installed or which is to be installed in Hotels pursuant to
separate agreements between Marriott and STSN, including any successor
system and any modifications and enhancements thereof.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|55. |  | Systemmeans an in-room electronic entertainment, information and
business service technology platform which consists of hardware and
software ***, to enable Guests to access the Services in each Room of the
Hotel and to provide the Services described herein. The System shall
initially be delivered on the Generation III Platform, and will be
upgraded as provided in this Agreement. For purposes of clarification,
the System does not include the Hotel Facilities, the MATV System, the
STSN Internet Access System, or Virtual Personal Concierge.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|56. |  | System TVmeans a television receiving set supplied by the Hotel and
connected to the System that (i) has a smart plug or smart card or
(ii) is otherwise compatible with the System.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

41



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|57. |  | System Upgradesshall have the meaning given in Section 6.2.
|--- |  | -------------------------------------------------------------



|58. |  | "Termination Chargeshall have the meaning given in Section 20.3.
|--- |  | -----------------------------------------------------------------



|59. |  | Territoryshall mean the United States (including Puerto Rico but not
any other territory or possession of the United States), Mexico and
Canada.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



|60. |  | "Upgrade Excess Costsshall have the meaning given in Section 6.2.
|--- |  | ------------------------------------------------------------------



|61. |  | "Virtual Personal Concierge means an integrated, on-line service
developed, owned and maintained by or on behalf of Marriott that may be
provided to guests through the System and the System TV, and/or the STSN
Internet Access System, Marriott.com, personal computers and other access
points, which may from time to time include providing concierge-style
information and services to guests relating to goods and services outside
the Hotel room, including travel, entertainment, dining, sightseeing,
shopping, weather, and other such goods and services outside the Hotel;
provided, however, that Virtual Personal Concierge shall not include
entertainment delivery systems. Virtual Personal Concierge is not a part
of the System. In the event that a guest accesses Virtual Personal
Concierge through the links on the Internet TV Portal that are described
in Section 8.1(c) and makes a purchase of goods or services, and OCC is
also offering such goods or services through the Internet TV Portal, any
transaction fees or commissions derived by Virtual Personal Concierge from
the sale of such goods or services (for avoidance of doubt, excluding
reservations at Marriott hotels) shall be treated as Additional Revenue
under Section 8.7.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

42



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##### 



EXHIBIT A
INSTALLATION PRIORITY
(SECTION 5.2)

***





---



##### 



EXHIBIT B
PAY-PER-USAGE SERVICE FEE
(SECTION 8.4)



|1. |  | United States Hotels.The Pay-Per-Usage Service Fee shall be as follows
for Hotels located in the United States:
|-- |  | ---------------------------------------------------------------------------------------------------------------

Pay-Per-Usage Serviceas described in Section 8.1
    
    Pay-Per-Usage Service FeeMovies and Events  feature-length Movies
    
    
    ***Movies and Events  all others (e.g., short features)
    
    
    ***Video Games
    
    
    ***Internet TV
    
    
    ***Music On Demand
    
    
    ***Digital Music Network
Archived Television
    
    
    ***Time-Shifted Television
    
    
    ***


***

On thirty days prior written notice to Marriott, OCC may increase the
Pay-Per-Usage Fees after the first annual anniversary of the Acceptance Date,
and annually thereafter, by no more than ***.



|2. |  | Canada Hotels.The Pay-Per-Usage Service Fee for Hotels located in
Canada shall be the fees set forth in the table above, converted to
Canadian dollars using the then-current exchange rate as published in
Currency Cross Rates table (or successor table) in the Wall Street
Journal.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Fee Changes.If a OCC desires to change the Pay-Per-Usage Service Fee,
it shall so notify Marriott in writing, and at Marriotts request, shall
advise Marriott of its reasons why it intends to make the proposed pricing
change. If the parties are unable to reach agreement on a pricing change
within 30 days of OCCs submission of its reasons for the change, OCC may
submit the matter to dispute resolution under Section 22.3 for a ruling
consistent with the intent of the parties as described below. The parties
shall endeavor in good faith to agree on expedited arbitration rules and
procedures in order to resolve the pricing issue without major expense or
delay. The intent of the parties is to set the Pay-Per-Usage Service Fee
at a level that provides a reasonable opportunity to achieve the
following, to the extent reasonably attainable: (i) increased revenues,
(ii) high usage rates; (iii) high Guest satisfaction; (iv) positive brand
image for both parties, and (v) keeping pace with changes in the
competitive marketplace and in Guest expectations.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### 



EXHIBIT C
REVENUE SHARING
(SECTION 8.6)

***





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##### 



EXHIBIT D
TAX SUMMARY
(SECTION 8.6)

State
    
    State Taxing
    
    Movie/PPV/
    
    
    
    
    
    Tax Type/RateAbbrev
    
    Jurisdiction
    
    Games Taxable
    
    Entity Responsible for Tax
    
    (Note 1)AL
    
    Alabama
    
    
    NAK
    
    Alaska
    
    
    NAZ
    
    Arizona
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Trans.Privilege/Var.AR
    
    Arkansas
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.CA
    
    California
    
    
    NCO
    
    Colorado
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.CT
    
    Connecticut
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Occupancy/Var.DC
    
    District of Columbia
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    G/R & SalesDE
    
    Delaware
    
    
    NFL
    
    Florida
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.GA
    
    Georgia
    
    
    Y
    
    
    Hotel and OCC responsible for
    
    Sales/Var.remitting taxHI
    
    Hawaii
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    ExciseIL
    
    Illinois
    
    
    NID
    
    Idaho
    
    
    NIN
    
    Indiana
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.IA
    
    Iowa
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.KS
    
    Kansas
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.KY
    
    Kentucky
    
    
    NLA
    
    Louisiana
    
    
    NME
    
    Maine
    
    
    NMD
    
    Maryland
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.MA
    
    Massachusetts
    
    
    N






---



##### 



State
    
    State Taxing
    
    Movie/PPV/
    
    
    
    
    
    Tax Type/RateAbbrev
    
    Jurisdiction
    
    Games Taxable
    
    Entity Responsible for Tax
    
    (Note 1)MI
    
    Michigan
    
    
    NMN
    
    Minnesota
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.MS
    
    Mississippi
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.MO
    
    Missouri
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.MT
    
    Montana
    
    
    NNE
    
    Nebraska
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.NV
    
    Nevada
    
    
    NNH
    
    New Hampshire
    
    
    NNJ
    
    New Jersey
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.NM
    
    New Mexico
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Gr. Receipt/Var.NY
    
    New York
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Occupancy/Var.NC
    
    North Carolina
    
    
    NND
    
    North Dakota
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.OH
    
    Ohio
    
    
    NOK
    
    Oklahoma
    
    
    NOR
    
    Oregon
    
    
    NPA
    
    Pennsylvania
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.RI
    
    Rhode Island
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.SC
    
    South Carolina
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.SD
    
    South Dakota
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.TN
    
    Tennessee
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.TX
    
    Texas
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.UT
    
    Utah
    
    
    Y
    
    
    
    
    
    
    Sales/Var.VT
    
    Vermont
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Amusement/Var.






---



##### 



State
    
    State Taxing
    
    Movie/PPV/
    
    
    
    
    
    Tax Type/RateAbbrev
    
    Jurisdiction
    
    Games Taxable
    
    Entity Responsible for Tax
    
    (Note 1)VA
    
    Virginia
    
    
    Y
    
    
    Hotel responsible for remitting tax
    
    Sales/Var.WA
    
    Washington
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Bus & Occp./Var.WV
    
    West Virginia
    
    
    NWI
    
    Wisconsin
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.WY
    
    Wyoming
    
    
    Y
    
    
    OnCommandresponsible for remitting tax
    
    Sales/Var.


Note 1: Tax rates will vary based on location of property.





---



##### 



EXHIBIT E-1
BASIC CABLE CHANNEL LINEUP
(SECTION 9.2)

Channels with an asterisk are Protected Channels under Section 9.2.

Marriott Full Service
    
    Renaissance
    
    CourtyardCNN
    
    CNN
    
    CNNDISNEY
    
    DISNEY
    
    DISNEYESPN
    
    ESPN
    
    ESPNHBO
    
    HBO
    
    HBOTNT
    
    TNT
    
    TNTWTBS
    
    WTBS
    
    WTBSCNBC
    
    CNBC
    
    CNBCMSNBC
    
    MSNBC
    
    MSNBCCNN-H
    
    CNN-H
    
    CNN-HTWC
    
    TWC
    
    TWCUSA
    
    USA
    
    USADISCOVERY
    
    DISCOVERY
    
    DISCOVERYA&E
    
    A&E
    
    
    
    A&EESPN 2
    
    ESPN 2
    
    ESPN 2TRAVEL
    
    TRAVEL
    
    TRAVELGOLF
    
    GOLF
    
    GOLFFOX FAMILY
    
    FOX FAMILY
    
    FOX FAMILYHBO Family
    
    HBO Family
    
    HBO FamilyHistory Channel
    
    History Channel***
    
    ***
    
    
    
    ***


[Continued on next page]





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##### 



SpringHill Suites
    
    Residence Inn
    
    TownePlace Suites
    
    Fairfield InnCNN
    
    CNN
    
    CNN
    
    CNNDISNEY
    
    DISNEY
    
    DISNEY
    
    DISNEYESPN
    
    ESPN
    
    ESPN
    
    ESPNHBO
    
    HBO
    
    HBO
    
    HBOTNT
    
    TNT
    
    TNT
    
    TNTWTBS
    
    WTBS
    
    WTBS
    
    WTBSCNBC
    
    CNBC
    
    CNBC
    
    CNBCMSNBC
    
    MSNBC
    
    MSNBC
    
    MSNBCCNN-H
    
    CNN-H
    
    CNN-H
    
    CNN-HTWC
    
    TWC
    
    TWC
    
    TWCUSA
    
    USA
    
    USA
    
    USADISCOVERY
    
    DISCOVERY
    
    DISCOVERY
    
    DISCOVERYA&E
    
    A&E
    
    
    
    A&EESPN 2
    
    ESPN 2
    
    ESPN 2TRAVEL
    
    TRAVEL
    
    TRAVELGOLF
    
    GOLF
    
    GOLFNICK
    
    NICK
    
    NICK***
    
    ***
    
    
    
    ***
    
    
    
    ***






---



##### 



EXHIBIT E-2
OPTIONAL EXPANDED CABLE LINEUP
(SECTION 9.2)

Channels with an asterisk are Protected Channels under Section 9.2.

A&E
    
    ESPN
    
    NICKELODEONBET
    
    ESPN NEWS
    
    SCI-FICARTOON NETWORK
    
    ESPN 2
    
    TBSCNBC
    
    Fox Family
    
    TNNCNN
    
    FOX REGIONAL SPORTS
    
    TNTCNNFN
    
    Golf
    
    TOON DISNEYCNNSI
    
    HEADLINE NEWS
    
    TRAVELCOMEDY CENTRAL
    
    HBO
    
    TWCCSPAN
    
    HBO FAMILY
    
    UNIVISIONDISCOVERY
    
    HISTORY CHANNEL
    
    USADISNEY
    
    LIFETIME
    
    VH-1E!
    
    MSNBC***
    
    MTV






---



##### 



EXHIBIT E-3
BROADCAST LINEUP
(SECTION 9.3)

ABC
CBS
NBC
FOX
PBS, where available as an off air station
UPN, where available as an off air station
WB, where available as an off air station.





---



##### 



EXHIBIT F

Deliberately left blank





---



##### 



EXHIBIT G
TERMINATION CHARGES
(SECTION 20.3)

Termination ChargeYear of Hotel Term
    
    (per Room)During Year Two
    
    
    ***During Year Three
    
    
    ***During Year Four
    
    
    ***During Year Five
    
    
    ***During Year Six and thereafter
    
    
    ***


If a Hotel has undergone a Retroactive System Upgrade under Section 6.2, and
has elected to extend its Hotel Term in order to deal with Upgrade Excess
Costs, then the above table shall be modified so that ***





---



##### 



EXHIBIT H
GENERATION III PLATFORM
(APPENDIX)



| |  |  | ***
| | - |  | ---





---



##### 



EXHIBIT I
BUNDLED PRICING FOR PILOT HOTELS
(SECTION 8.13)

See attached