THE NETWORK CONNECTION, INC. (TNCI)
                   INTERACTIVE GUEST SYSTEM SERVICE AGREEMENT

                               Brisbane Lodging LP
                               DBA Radisson Hotel
                      San Francisco Airport at Sierra Point

THIS  Interactive  Guest  System  Service  Agreement,  hereafter  referred to as
"Agreement," is entered into by and between The Network Connection, Inc. (TNCi),
a Georgia corporation with principal offices at 222 N. 44th Street,  Phoenix, AZ
85034,  and the Hotel entity set forth in Exhibit A of this  agreement,  and its
successors and assigns, hereafter referred to as the "Hotel."

WHEREAS,  TNCi  is  engaged  in the  business  of  providing  interactive  guest
services,  such as on-demand movies and music videos,  concierge information and
reservations,  guest messaging,  guest surveys, in-room folio review and express
check out,  interactive  shopping,  interactive  games,  and  promotion of hotel
events, restaurants,  and stores, as well as other interactive services that may
be  negotiated,  such as  Internet  access  via both the  in-room  TV and laptop
connectivity,  hereafter referred to as "Interactive Programming," to hotels and
to  time  share  resort  properties  and  their  guests  on  a  pay-per-view  or
pay-per-use  basis,  by  means of a TNCi  interactive  guest  system,  hereafter
referred to as the "System." This System is supplied,  maintained, and supported
by TNCi.

WHEREAS,  in exchange for these services,  TNCi shall receive  revenues from the
Hotel for guest use of the Interactive Programming content.

WHEREAS,  an agreement has been negotiated with the Hotel for the  free-to-guest
premium and broadcast  television  channels  provided by TNCi to be  distributed
over the Hotel's Master Antenna Cable Television (MATV) System. TNCi will ensure
that the remote  control  equipment it provides  will allow the guests to access
the free-to-guest premium and broadcast television channels that are provided by
TNCi and are available at the Hotel over the MATV system.

WHEREAS, the Hotel operates a lodging facility,  consisting of private rooms and
suites, identified in Exhibit A and;

WHEREAS, the Hotel is equipped with a combination of a Category 3 and Category 5
cable network for installation of the interactive guest system and;

WHEREAS,  TNCi desires to provide  interactive,  on-demand  guest services on an
exclusive  basis to the premises over a Category 5 cable network for viewing and
use by the Hotel's guests under the terms and  conditions  set forth below,  and
the Hotel desires to receive TNCi interactive programming content;

NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals  and the mutual
promises hereinafter set forth, and for other good and valuable  considerations,
the  receipt  and  sufficiency  of which is hereby  acknowledged,  the  parties,
intending to be legally bound hereby, mutually agree as follows;

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1. TNCI INTERACTIVE GUEST SYSTEM

As  used  herein,  the  term  "System"  shall  refer  to  an  interactive  guest
information  and  entertainment  system  designed  by TNCi,  whereby  guests  in
separate rooms at the Hotel may  independently  access,  on demand,  interactive
programming  content on television  receiving sets (TVs). On these same TVs, via
remote  control  devices  provided  by TNCi,  guests  will be able to access the
free-to-guest  premium and broadcast  television  programs that are available at
the Hotel over the MATV system,  which will be covered under this agreement.  As
used in this Agreement, the term "Rooms" shall mean separate,  private rooms and
suites in the Hotel  which are  customarily  available  for  overnight  sleeping
accommodations;  a suite shall be  considered  one (1) Room.  The System hosts a
specified number of pre-recorded  movie and music video  selections,  along with
other  interactive  content  described  below. The System includes all necessary
server, computer,  switching, and remote control equipment to deliver and access
the  interactive  guest  services  and to access  the  free-to-guest  television
channels provided by the MATV system. The TNCi System does not include necessary
power, wiring, connections,  or cooling facilities,  which are to be provided by
Hotel.  TNCi will provide  engineering and  specifications  for necessary signal
wiring and distribution at no cost to Hotel.

2. AGREEMENT TERM

TNCi will design,  construct  and provide to Hotel a System for operation in the
number of Rooms of the Hotel,  with on-demand  access to the  interactive  guest
services  selected by the Hotel. The date of contract  commencement is that date
when the TNCi Interactive Guest System is first fully installed and operational.
It is termed the "commencement of term date."

This Agreement shall continue for an initial term of ________ (_) years from the
commencement of term date,  unless  terminated sooner pursuant to the provisions
of  Section  3 or  Section  14 and will  automatically  renew and  extend  for a
successive  three (3) year additional  term,  unless at least (90) days prior to
the end of any respective  termination  date,  including any extensions,  either
party  gives  written  notice  to the  other of its  desire  not to  renew  this
agreement.  TNCi  shall  inform  Hotel  via  certified  mail  90 days  prior  to
expiration date.

If either  party  shall  fail to  perform  any  material  obligation  under this
Agreement,  or there shall have  occurred and be  continuing an event of default
under any other  written  agreement  between  Hotel and TNCi,  such  failure  or
default shall constitute a default  hereunder if not remedied within thirty (30)
days, and within ten (10) days in the case of payment default  following written
notice of such default to the defaulting  party,  the non  defaulting  party may
terminate this agreement.

In the event that the Hotel is a defaulting  party and fails to cure any default
within the applicable period, TNCi shall be entitled, in addition to any and all
other available legal and/or equitable remedies, including specific performance,
the same being expressly  reserved by TNCi to a system removal charge of $50 per
installed guest room. The system removal charge shall be additional to all other
legal damages  sustained.  The non defaulting party shall be entitled to recover
from the other its attorneys'  fees,  costs and expenses,  including  collection
agency fees  incurred in enforcing  this  agreement  or for a collection  of the
amounts  due  and  payable  hereunder.  Notwithstanding  any  provision  to  the
contrary, in no event shall either party be liable to the other or any of its or
their   prospective   employees,   licensees,   contractors,   or   Agents   for
consequential, punitive or exemplary damages.

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3. INSTALLATION OF TNCI INTERACTIVE GUEST SYSTEM

3.1 Hotel shall  permit TNCi  personnel  to conduct a technical  inspection  and
survey  of the  combined  Category  3 and  Category  5 cable  network  presently
installed  at  the  Hotel  to  determine  its  adequacy  and  compatibility  for
delivering broadband multimedia content, including digital video streaming, with
the TNCI system.

3.2 If it is  determined  that the  combined  Category  3 and  Category  5 cable
network is adequate for  installation  of the System,  TNCi will install  System
under the terms and conditions identified in Exhibit B of the Agreement.

In the event TNCi determines  that the combined  Category 3 and Category 5 cable
network is inadequate for delivering  broadband  multimedia  content,  including
digital  video  streaming,  TNCi  will  notify  the  Hotel  in  writing  of  all
deficiencies  and will  upgrade  the  combined  Category 3 and  Category 5 cable
network  at the Hotel at no cost to the Hotel.  TNCi  shall  retain the right to
withdraw from this agreement after completion of technical inspection and survey
provided  at no cost by TNCi and  prior  to the  commencement  of  installation.
Technical inspection and survey will be conducted within 14 days of execution of
this agreement.

After completion of the initial  installation  any  modifications to said System
shall be made only by TNCi, but at Hotel's expense if the  modifications are the
result of any action,  modification,  expansion or remodeling  undertaken by the
Hotel. The planned expansion of the Hotel shall be upgraded during  construction
in accordance  with this section and the terms of this agreement  shall apply to
said expansion.

3.3 Hotel will make available to TNCi a secure air-conditioned,  non-public area
for its head-end equipment. The room shall provide at least 10 by 6 feet, with a
20 amp dedicated  electrical  circuit.  Hotel shall also provide an  appropriate
area near the cashier's desk for the  installation  of TNCi  monitoring unit and
printer.

TNCi will begin  installation  of TNCi  System on the Hotel  premises as soon as
practical  after TNCi's  receipt and signed  acceptance of the signed  Agreement
from the  Hotel and the  completed  combined  Category  3 and  Category  5 cable
network inspection.  TNCi will use its best efforts to complete  installation of
the  System  within  90  days.   Installation  will  be  completed  and  systems
operational prior to the opening of the hotel, July 1, 2000.

TNCi,  at its  expense,  shall  repair,  restore and replace all portions of the
premises  after  installation  of its  equipment and restore the premises to its
original condition to the extent practical, reasonable wear and tear excluded.

TNCi  shall,  in  the  exercise  of  its  obligations  for   installation,   not
unreasonably interfere with the Hotel's operation.

3.4 TNCi shall  install all  equipment  necessary to provide  interactive  guest
programming in all guest rooms, unless otherwise stated in this agreement.

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3.5 During the installation  period,  and during any subsequent visits requiring
extended on site activity,  the Hotel shall provide complementary guest rooms as
necessary for TNCi personnel subject to occupancy permits and availability.

4. TNCI INTERACTIVE PROGRAMMING

TNCi agrees to provide  interactive  programming  content for viewing and use in
the Hotel's guest rooms. This interactive  programming content, which is defined
more fully in Exhibit B, includes  on-demand movies and music videos,  concierge
information and  reservations,  guest  messaging,  guest surveys,  in-room folio
review and express  check out,  interactive  shopping,  interactive  games,  and
promotion of hotel events, restaurants, and stores.

4.1 TNCi will provide Hotel with its proprietary  digital movie delivery System,
through which guests may select any movie, on-demand, from a collection of movie
titles,  available  24 hours per day and which  shall  start  immediately  after
purchase.  The  movies  in all  cases  shall be  appropriate  for  viewing  in a
first-class  hotel  and  be  current  release  Hollywood  features.   The  movie
programming  should  be  classified  G,  PG,  PG-13 or R by the  Motion  Picture
Association of America.  At its  discretion,  TNCi may offer  independent  adult
features.

4.2 TNCi may  delete  any  programming  at any  point in time for legal or other
reasonable  purposes and elect to substitute other  programming at equal quality
or content.

4.3 TNCi may elect to provide  special  promotional  programming  or  multimedia
advertisements  and entertainment  sponsors that maximize guest enjoyment of the
System and revenue sharing between TNCi and the Hotel.

5. OPERATION OF TNCI INTERACTIVE GUEST SYSTEM

During the term of this Agreement and any extension thereof,  Hotel acknowledges
and agrees that all interactive  content  presented to guests and all associated
graphical  components of the System shall remain under the exclusive  control of
TNCi. Hotel shall assure the availability of TNCi programming to all guest rooms
at all  times  with  the  exception  of guest  requested  blocking  of  specific
programming.

5.1  Hotel  shall  at no cost to  TNCi  provide  electrical  power  and  cooling
necessary to operate the TNCi System.

5.2 Hotel shall be  responsible  for posting to the guest  invoices  the billing
charges as reported by the TNCi system.

5.3 In addition to interactive promotional features inherent in the operation of
the  System,  TNCi  will  supply  to Hotel,  at no cost to the  Hotel,  suitable
advertising and promotional  materials about  interactive  programming and other
guest  services  available  through  the  TNCi  System,  as  may  be  reasonably
determined  by TNCi.  Hotel  shall  ensure  that such  material  is  placed  and
displayed in rooms at all times after Hotel approval of the materials.

5.4 TNCi shall supply to Hotel 110% of all the  television  remote control units
needed to operate the System in each room in the Hotel. In the event more spares
are needed, the Hotel agrees to purchase additional spares for $25 per unit.

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6. MAINTENANCE AND SUPPORT OF TNCI INTERACTIVE GUEST SYSTEM

TNCi will maintain the System in a reasonably satisfactory operational condition
and, subject to Section 6.3 hereof,  make all necessary  repairs or replacements
to maintain the System,  provided,  however,  that TNCi shall not be responsible
for the loss or  interruption  of  signals or data  beyond the  control of TNCi.
Moreover,  should poor quality or loss of signals or data result from a fault of
the Hotel,  TNCi will advise Hotel and at Hotel's  expense  promptly repair this
fault.

6.1 Hotel shall assign a "key person" to the day to day operation of the System.

6.2 The key person shall, at no cost to TNCi,  replace any failed remote control
units with spare  units  provided.  If a  technical  problem  arises  beyond the
replacement of in-room  remote control units,  the key person shall contact TNCi
within 12 hours of discovery.  If necessary,  TNCi will dispatch a technician to
make appropriate repairs.

6.3 Any repairs to the System  made  necessary  by willful or grossly  negligent
acts,  including  vandalism,  by the Hotel,  any of its employees,  contractors,
agents, or guests will be performed by TNCi,  provided the Hotel reimburses TNCi
for these costs.

7.       TRAINING

TNCi will provide  training  information and training  manuals to Hotel and will
make  available to Hotel,  TNCi  training  personnel as  negotiated  between the
parties. Initial training will be at no cost to the Hotel.

8.       INTERCTIVE GUEST SYSTEM FEES

8.1 Hotel shall charge and collect in trust from its guests the programming fees
established  by TNCi for the  privilege  of  viewing  or using  the  interactive
programming provided by TNCi.

The usage of the System subject to charge and  collection  shall be based on the
transaction   information   collected  by  the  TNCi  System.   All  interactive
programming fees charged and collected by Hotel, shall be held, in trust, by the
Hotel,  for the  benefit  of TNCi,  and shall be made  payable to TNCi under the
terms and conditions identified in Section 9 below. TNCi shall have the right to
change  programming fees from time to time as determined by its sole discretion.
In such an event,  TNCi shall  inform Hotel 30 days in advance of a rate change,
unless a shorter time period is agreed to by both parties.

8.2 In addition to collecting  the  programming  fees,  Hotel shall also collect
from guests all Federal,  State, and local taxes applicable to programming fees,
and Hotel shall directly remit the same to the  applicable  taxing  authority as
required by law.

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9. ACCOUNTING PROCEDURES AND HOTEL COMPENSATION

9.1 As described herein,  gross receipts applicable to the use of the System for
any period shall mean the programming fees, based on the transaction information
provided by System during such period,  excluding  any taxes  collected by Hotel
pursuant to Section 8.2.

9.2 On a daily basis,  Hotel shall enter disputed buys or adjustments  into TNCi
monitoring unit. As soon as practical  following the end of each calendar month,
TNCi will furnish Hotel with a statement of System funds held in trust by Hotel,
setting forth the gross receipts,  net of itemized  adjustments entered by Hotel
and approved by TNCi, as generated by System for the preceding  calendar  month.
Hotel shall use its best  efforts to notify  TNCi and resolve any  discrepancies
within  ten  (10)  working  days of  receipt  of  such a  statement  from  TNCi.
Thereafter,  TNCi will  transmit to the Hotel a final  statement of System funds
held in trust by the Hotel,  setting forth the adjusted amount of gross receipts
and the commission payable to the Hotel in accordance with Section 9.3.

9.3 No later than 15 days after Hotel's receipt of the final statement from TNCi
or, if earlier,  Hotel's first accounts payable cycle following  receipt of such
statement,  Hotel shall pay to TNCi the total gross  receipts for the  preceding
calendar  month,  as specified in the final  statement,  less an amount equal to
____% of the net movie receipts and 20% of the net internet access receipts,  as
specified in the final statement, as Hotel commission.

9.4 The Hotel  commission shall be deemed a fee earned by Hotel for its services
rendered,  provided  however  that  Hotel  is in  material  compliance  with all
provisions of this Agreement. If the Hotel is not in compliance, then Hotel will
not earn any Hotel  commission or be entitled to retain any  percentage of gross
receipts  for that  period.  Payments  not  received  by the due date shall bear
interest at the rate of 1.5 percent  per month or the  maximum  rate  allowed by
law.

9.5 To assist TNCi in  evaluating  the System  performance,  Hotel shall,  on or
about the fifth day of each month,  furnish TNCi with Hotel  occupancy and other
related results for the previous month.  Any Hotel data reported will be held in
strictest confidence.

9.6 The  Books  and  records  of the  Hotel  which  are  pertinent  to the gross
pay-per-view  and  pay-per-use  receipts  for any month  during the term of this
Agreement shall be open to inspection and audit by an authorized  representative
of TNCi upon seven (7) days notice to Hotel.  It is understood that TNCi's right
to audit the Books and  records  of the Hotel  shall not  extend  beyond two (2)
years from an expiration of the calendar year to be audited.

10.  OWNERSHIP AND ACCESS RIGHTS

10.1  Notwithstanding  the fact that  parts of the  System may be affixed to the
Hotel premises, TNCi System equipment shall not become the property of the Hotel
and  shall  remain  the  exclusive  property  of  TNCi.  Hotel  agrees  that any
encumbrances  upon Hotel's  property shall exclude System  equipment.  The Hotel
further  agrees to execute and deliver to TNCi such  documents and  instructions
and take other  actions  and permit  TNCi to take such  actions as TNCi may deem
necessary to give public notice of TNCi's ownership of the System and to protect
TNCi's ownership against third parties.

10.2 In granting TNCi the right of use and access to the locations  specified in
Section 3.3 and to those areas of the premises  necessary  to inspect,  install,
maintain,  and operate the System pursuant to Section 3.4, Hotel intends only to
confer a license and does not confer perpetual access rights to the premises.

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10.3 Hotel  agrees that the  interactive  programming  provided by TNCi over the
System  is  subject  to  certain   copyright   agreements,   as  well  as  other
restrictions.  Hotel  therefore  agrees to allow only  guests to view or use the
interactive programming and not to allow any copying of programming,  or viewing
or using of the  programming  outside of guest rooms.  Hotel shall not allow any
taping or copying of any System  programming or content under any  circumstances
whatsoever.

10.4 Upon  termination of this Agreement,  TNCi shall use best efforts to remove
its equipment within 90 days after the effective  termination date. No rental or
storage charges shall be made to TNCi during this period,  however, a reasonable
rental and  storage  charge  shall be charged if the  equipment  is not  removed
within the 90 day period and TNCi has not been  delayed by the Hotel in removing
its  equipment.  Failure of TNCi to remove  its  equipment  does not  constitute
forfeiture.

11. EXCLUSIVITY

Hotel hereby  grants to TNCi during the term of this  Agreement,  including  any
extension  hereof,  the  exclusive  right  to  supply  in-room  on-demand  video
entertainment, Internet access via the in-room TV and interactive guest services
on the Hotel premises.

12. INDEMNIFICATION AND COMPLIANCE WITH APPLICABLE LAWS

12.1 TNCi shall secure and  maintain,  with Hotel's  cooperation,  if necessary,
such licenses, permits and approvals required by governmental authorities having
jurisdiction over the installation, operation and removal of the TNCi System, as
well as necessary distribution rights, patents, copyrights,  licenses, releases,
waivers and other necessary consents of third parties with respect to the System
and its interactive content.

12.2 TNCi will hold the Hotel  responsible and Hotel will indemnify TNCi for any
loss or damage to the property of TNCi located on the Hotel premises.

12.3 TNCi shall maintain, during the term of this agreement, at its own expense,
adequate comprehensive general liability insurance against any liability arising
out of injury or death of any person or damage to property in any way  connected
with the  installation,  maintenance,  operation,  removal or replacement of the
TNCi  System.  If  requested  by Hotel,  TNCi shall  provide  proof of Insurance
Coverage within 30 days after receipt of request.

12.4 The  distribution  of and  guest  access  to TNCi  interactive  programming
content and the  installation  and  maintenance  of the System  equipment  shall
conform  to proper  safety  standards  and  procedures  and any  regulations  or
ordinances of any applicable government agency.

13. ASSIGNMENT

This Agreement binds and inures to the benefit of the parties,  their successors
and assigns, except as limited herein.

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13.1 In the event that the person or entity  executing  this agreement as Hotel,
for purposes hereof deemed the Transferor, intends to sell or otherwise transfer
management or ownership of the premises,  as the case may be, to another  person
or entity, deemed the Transferee,  then the Transferor,  as soon as practicable,
but in no event, less than 30 days prior to the effective date of such transfer,
shall  provide  written  notice of the same to TNCi.  Such notice shall  provide
information  regarding  the  date  of the  proposed  transfer  and  whether  the
Transferee intends to assume all of the obligations of the Transferor under this
Agreement.  If the  Transferee,  by execution  prior to the  transfer  date of a
written  assumption  agreement  satisfactory to TNCi, assumes all obligations of
the Transferor under this Agreement and Transferee meets TNCi's customary credit
standards, then Transferor shall have no further obligations hereunder except as
to previously accrued matters.

13.2  Notwithstanding  the  transfer of  ownership  or  management  of the Hotel
premises,  Transferor  shall be and  remain  liable  for any and all  amounts at
whatsoever time owing to TNCi for services provided hereunder,  unless and until
the Agreement has been effectively assumed or terminated as herein provided. Any
Transferee who, with notice of the existence of this Agreement, has not executed
an  assumption  Agreement as provided  herein,  shall not be entitled to receive
TNCi interactive  guest services or any Hotel  commission.  Therefore,  provided
however,  that in such event TNCi at TNCi's sole option may  continue to provide
interactive guest services to the Hotel premises, which shall be deemed an offer
to provide such  services to  Transferee  in  accordance  with all the terms and
conditions of this Agreement,  which offer may be accepted by Transferee  either
in writing or by its receipt and retention of any Hotel commission hereunder.

13.3 TNCi or its assignees may, without Hotel's consent,  assign its interest in
this Agreement to any party without  liability  except as to previously  accrued
matters.

13.4  Hotel  shall  provide  TNCi  with a copy of the  fully  executed  transfer
documents evidencing  assignment and acceptance of this Agreement.  In the event
the  Hotel  terminates  this  Agreement  within  the  first  three  years of the
contract,  other  than for  cause,  or if the Hotel is  unable  to  assign  this
Agreement to the new ownership  entity,  then prior to transfer of the ownership
of the Hotel,  Hotel agrees to pay for the complete removal and return of TNCi's
equipment to TNCi, and repay TNCi the full $189,000 installation investment.  If
the Hotel terminates this Agreement after year three of the contract, other than
for  cause,  or if the  Hotel is  unable to  assign  this  Agreement  to the new
ownership  entity,  then prior to transfer of the ownership of the Hotel,  Hotel
agrees to pay for the  complete  removal and return of TNCi's  equipment to TNCi
and to repay TNCi the  installation  investment on a pro-rated  basis of 1/60 of
the  total  installation  investment  per month of the  remaining  months of the
contract.

14. FORCE MAJEURE

Neither  party shall have any liability for the failure to perform or a delay in
performing  any of its  obligations  hereunder,  if such failure or delay is the
result of any legal restriction,  labor dispute,  strike,  boycott, flood, fire,
public emergency,  revolution,  insurrection,  riot, war, unavoidable mechanical
failure,  interruption  in the  supply of  electrical  power or any other  cause
beyond the control of that party.

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15. GENERAL PROVISIONS

15.1 All notices which are to be given under the terms of this  Agreement  shall
be given in writing and shall be deemed given,  when  deposited in the U.S. Mail
with postage prepaid,  certified,  or registered mail, return receipt requested,
addressed  to the  applicable  party at the  address set forth at the end of the
Agreement.  Either party hereto may change the address for notices  hereunder by
giving notice of such change to the other party in the manner provided above.

15.2 This  Agreement  is made in the state in which  the TNCi  headquarters  are
located - Arizona. This agreement shall be governed in every respect by the laws
of the state,  except that the parties'  respective rights and obligations shall
be subject  to  specific  provisions  of Federal  law or  regulation  including,
without  limitation,  the provisions of the Federal  Communications  Act and any
appropriate application of the Federal Communications Commission.

15.3 This  Agreement  shall not be  modified,  waived,  or amended  except by an
instrument in writing executed by the parties to this Agreement.

15.4 If any part or subpart of this  Agreement is found or held to be invalid or
unenforceable,  such  unenforceability  shall not affect the  enforceability and
binding  nature of any  other  part of this  Agreement,  unless  such  remaining
portion or portions are not reasonably  adequate to accomplish the basic purpose
and intent of the parties.  The parties  hereto will  negotiate in good faith to
replace any invalid or unenforceable provision with one or more valid provisions
that accomplish the original intent of the parties.

15.5  This  Agreement,  together  with  any  exhibits  or  amendments  or  other
information  which are expressly  incorporated  herein and made an integral part
hereof, is the complete understanding of the parties hereto, with respect to the
subject  matter  hereof,  and no other  representations  or agreements  shall be
binding upon the parties hereto,  or shall be effective to interpret,  change or
restrict the provisions hereof.

15.6 Each person or  individual  executing  this  Agreement in a  representative
capacity,  by his or her  execution  hereof  represents  and warrants  that such
person or  individual is fully  authorized to do so on behalf of the  respective
party hereto and, with respect to the Hotel,  if executed by or on behalf of any
entity other than the owner of the premises,  as the duly  authorized  agent for
such owner,  and that no further  action or consent on the part of the Party for
whom  such   signatory  is  acting  is  required  for  the   effectiveness   and
enforceability  of this  agreement  against such party or such owner as the case
may be, following such execution.

15.7 This Agreement may be executed in multiple counterparts, all of which shall
constitute  one and the same  instrument.  In making proof of this  Agreement it
shall not be  necessary  to produce  more than one fully  executed  counterpart.
Facsimile signatures shall be deemed as originals as between parties.

15.8 This  Agreement  shall be  effective  upon  execution by all parties to the
Agreement or  Commencement  of  installation  services by TNCi,  whichever shall
first occur.

15.9  Time shall be of Essence in the performance of this Agreement.

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15.10 TNCi will  provide  connections  to  Hotel's  Property  Management  System
("PMS") for automatic posting of the pay-per-view or pay-per-use fees charged to
the guest and for other  interactive guest services at the time of installation.
TNCi  will  provide  its  interface  software  at no cost  to  Hotel.  Hotel  is
responsible for purchase and maintenance of any additional hardware and software
that may be required by the PMS vendor to complete the interface.

15.11 Hotel may receive any or all of the following  interactive guest services,
which  consist of Express  Check Out,  Guest  Folio  Review,  and Guest  Survey,
provided the PMS system is capable of supporting  these  functions.  The fee for
the provision of these interactive guest services is hereby waived. The costs or
fees associated with the development and  implementation of other Hotel specific
promotions or guest services will be negotiated between the parties.

15.12 TNCi will install the System in both rooms of a suite,  provided  both TVs
are compatible with the System.

15.13 TNCi will  provide  Interactive,  PC based  Games  operated  by the remote
control to the Hotel.  Hotel shall within ten (10) days of the end of each month
remit to TNCi an amount equal to ___% of all Rental Fees  collected by the Hotel
("TNCi Revenue Share") for said Interactive Games for the prior month and retain
___% as an administrative fee ("Hotel Revenue Share").

15.14 TNCi shall provide  promptly all  maintenance,  repairs and replacement of
materials  and  equipment  necessary  to ensure  satisfactory  operation  of the
System,  including  satisfactory  signal  quality,  throughout  the  term of the
Agreement. Technical personnel representing TNCi will respond within twelve (12)
hours throughout the Term in the event of a System failure involving 10% or more
of the Rooms or interactive  programming  selections served by the System.  Upon
notice,  and within a  reasonable  period of time from said  notice,  TNCi shall
repair all other failures.  Such  maintenance  and technical  assistance will be
provided  free of charge  except as  occasioned  by a breach by Hotel of Hotel's
obligations.

15.15 TNCi shall have the option,  at any time  during the initial  term of this
Agreement or any extension thereof, to terminate this Agreement or any installed
interactive  guest  service and remove all or part of the System from the Hotel,
at no cost to the Hotel,  if TNCi, in its sole  discretion,  determines that the
economic  feasibility of the continuation of the Agreement or interactive  guest
service is, for any reason,  adversely  different than that contemplated by TNCi
on the term commencement  date. Notice must be given 90 days prior to removal of
system.

16. SPECIAL WARRANTIES AND COVENANTS OF HOTEL

Hotel agrees, confirms and covenants the following.

16.1  Interactive  guest services will be available in all Rooms,  including any
future  additions,  and not in the  public  rooms and  public  areas  (including
lobbies, hallways,  restaurants,  bars, meeting rooms, etc.) of Hotel; and shall
not be exhibited  other than in accordance  with this  Agreement or by any other
means  of  transmission  of  any  kind  whatsoever.  However,  if  Free-to-guest
programming  is provided  by TNCi,  exhibition  thereof  shall be  permitted  in
accordance with the separately negotiated contract.

                                                                              10
<PAGE>
16.2 Equipment comprising part of the System shall not be removed from Hotel for
any purpose  whatsoever other than by TNCi,  except in the case of any emergency
where such removal is necessary  to ensure  safety of such  equipment or guests,
and Hotel uses reasonable efforts to notify TNCi of such removal by telephone.

16.3 Hotel shall notify TNCi as soon as is  reasonably  possible,  but not later
than 24 hours upon actual notice of any unauthorized use, access,  theft, damage
or malfunction of or to the System or any other equipment of TNCi.

16.4 Hotel shall use reasonable efforts to ensure that only registered guests of
the Hotel and their invitees may view the interactive programming and content.

16.5 The servers,  containing the interactive  programming and content,  will be
kept under lock and key and will not be accessible to hotel staff without TNCi's
prior consent.  There shall be no unauthorized use, exhibition or viewing of any
program  by any person  other than on the System on the terms set forth  herein.
Hotel  shall not permit any person  under its control to  duplicate  programs or
content or make  alterations  of any kind to the servers.  Hotel shall  promptly
report to TNCi any  unauthorized  use of the  servers  as soon as Hotel  becomes
aware of such use.

16.6 Hotel  warrants and represents  that it is the owner of the Hotel;  that it
has full legal power and  authority to enter into this  Agreement and to perform
all  of its  obligations  hereunder;  that  this  Agreement  is  within  Hotel's
authority  as  operator  of the Hotel;  and that Hotel shall cause the staff and
employees  of the Hotel to adhere to its  obligations  hereunder.  If Hotel is a
corporation,  Hotel further warrants and represents that all necessary corporate
action  has been  taken to  authorize  Hotel to enter  into this  Agreement  and
perform its obligations hereunder.

16.7 Hotel shall  indemnify  and hold  harmless TNCi against any and all claims,
damages, liabilities,  costs and expenses, arising out of any intentional breach
by Hotel of any of the  warranties  and  covenants  made by Hotel in relation to
TNCi service(s).

16.8  Hotel  warrants  that it owns or  controls  the  combined  Category  3 and
Category 5 cable  network  within the hotel and that there are not  restrictions
placed by other parties on the use of this network.

16.9  During the term of the  Agreement,  Hotel will not  install or allow to be
installed any service which is not compatible with the transmissions or services
of the TNCi system.  Hotel further  agrees not to install any service which will
compete with the TNCi interactive guest system, including but not limited to the
installation of video tape players or recorders.  The parties agree that on-site
slide or video  presentations  by Hotel describing the Hotel, its facilities and
environs shall not be deemed "competitive" for such purpose.

                                                                              11
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this  Agreement,  by
their duly authorized signatories, on the day and year first above written.


THE NETWORK CONNECTION, INC.            BRISBANE LODGING, LP

                                        (Legal Name of Hotel Entity)

By                                      By
  ---------------------------------       --------------------------------------
Ted Racz, Sr. Vice President            Title
Its Authorized Representative

Address:                                Address:

222 N. 44th St.
Phoenix, AZ  85034
602-629-6218                            Telephone:
Date:                                   Date:
     -------------------------------         -----------------------------------

                                                                              12
<PAGE>
                                    EXHIBIT A
                                  PROPERTY NAME
                                SERVICE AGREEMENT

HOTEL INFORMATION
-----------------

Name:

Address:

City/State/Zip:

Telephone:

Site Contact:

Title of Contact:

Number of Rooms (Current):

Admin Locations:


OWNERSHIP ENTITY
----------------

Name:

Address:

City/State/Zip:

Telephone:

Site Contact:

Title of Contact:

                                                                              13
<PAGE>
                                    EXHIBIT B
                      TERMS AND CONDITIONS OF THE AGREEMENT

*    TNCi will  provide  compensation  in the amount of $_______ per room to the
     Hotel as a television purchase credit payable 30 days after commencement of
     TNCi services at the Hotel.  This credit shall be subject to the properties
     selection of television sets compatible with the TNCi system.

*    TNCi shall additionally  provide  compensation in the amount of $200.00 per
     room to the Hotel as a  television  purchase  credit  payable 30 days after
     commencement  of TNCi services in any future  expansion at the Hotel.  This
     credit  shall be subject to the  properties  selection of  television  sets
     compatible with the TNCi system in any future expansions.

*    At TNCi's  cost,  TNCi shall  provide one (1) remote  control unit for each
     television  set.  Initial 10% sparing of remote  control units also will be
     provided. Any additional remote control units may be purchased from TNCi at
     a price of $25.00 per remote.

*    Hotel will be responsible for maintenance of all televisions.

*    Hotel may retain an amount equal to ____% of all net movie receipts, 20% of
     all net television  based internet access fees and ____% of all interactive
     game usage fees collected by the Hotel ("Hotel Revenue Share").

*    Hotel may select the option to pay a flat rate to TNCi of $___ per occupied
     room night for internet  access services and retain ____% of all guest room
     (television & laptop) and meeting room  internet  access fees by initialing
     below. NA

       NA   Flat rate internet access option chosen
     ------

*    In the event that  Adjustments  exceed 3% of monthly gross movie  receipts,
     the  Hotel  Revenue  Share  shall  be  reduced  by the same  amount  as the
     percentage  of  non-technical  denials  in excess of 3%. In the event  that
     Adjustments  are below 3%, the Hotel  Revenue  Share shall be  increased by
     one-half of that amount.

*    Hotel may select the  option for TNCi to provide  free-to-guest  television
     services  to the  Hotel for a fee of $_____  per room per  month.  This fee
     subject  to  increase  only in the exact  amount  of  increase  by  content
     providers, if any, for content provided for the term of the agreement.

       X   TNCi provided free to guest television option chosen
     -----

*    If  selected,  the  free-to  guest  channel  lineup  shall  consist  of the
     following off-air and satellite delivered channels:

     ABC, NBC, CBS, FOX, UPN, WB, PBS, HBO, Discovery, CNN, CNN
     Headline News, ESPN, ESPN2, TBS, TNT, USA, Weather Channel,
     E! Entertainment and the History Channel

     All channels are subject to availability.

                                                                              14
<PAGE>
                                    EXHIBIT C
                             HOTEL INFORMATION SHEET

PROPERTY DATA:                              GUEST PROFILE:


Number of Rooms              _____          Business          _____%

Average Daily Room Rate     $_____          Convention        _____%

Average Occupancy Per Year   _____%         Tourist           _____%

Age of Property              _____YRS       Destination       _____%
New Construction
                                                   TOTAL        100%

                                                                              15