
<PAGE>

                                                                   Exhibit 10.12
 
                     FIRST AMENDED AND RESTATED AGREEMENT


     THIS FIRST AMENDED AND RESTATED AGREEMENT (this "Agreement"), is made and
entered into as of the 1st day of June, 1996, but is effective as of September
1, 1995 (the "Effective Date"), by and between SEAVISION, INC., a Delaware
corporation (hereinafter referred to as "SeaVision"), and CELEBRITY CRUISES
INC., a Liberian corporation (hereinafter referred to as "Celebrity").

     WHEREAS, Celebrity is in the business of offering cruise vacations to its
passengers; and

     WHEREAS, Celebrity desires that its passengers have access to interactive
television services on board its vessels; and

     WHEREAS, Celebrity wishes to earn incremental revenue from such interactive
television services; and

     WHEREAS, the parties previously agreed, pursuant to that certain Agreement
dated as of September 1, 1995 (the "Original Agreement"), that SeaVision would
provide the aforementioned interactive television services for installation and
use aboard the ship m.v. Century (the "Initial Ship") operated by Celebrity; and

     WHEREAS, since the parties entered into the Original Agreement, SeaVision
has installed and commenced operation of the interactive television services on
the Initial Ship; and

     WHEREAS, Celebrity has requested that SeaVision install and operate the
interactive television services onboard the ships m.v. Galaxy, m.v. Mercury,
m.v. Horizon and m.v. Zenith (collectively, the "Additional Ships"); and

     WHEREAS, the parties now desire to amend and restate the Original Agreement
to provide for their agreements with respect to the Additional Ships; and

     WHEREAS, for purposes of this Agreement, the Initial Ship and the
Additional Ships are sometimes referred to hereinafter collectively as the
"Ships" and individually as a "Ship".

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
<PAGE>
 
     1.  Responsibilities.
         ---------------- 

      (a) Subject to the terms and conditions hereof, SeaVision hereby agrees
          to:

          (i)  Provide and, in the case of the Additional Ships, install, at no
               charge to Celebrity except as otherwise expressly provided in
               this Agreement, an interactive television system (the "System")
               on each of the Ships and, in connection therewith, provide the
               services (the "Services") set forth on Exhibit A attached hereto.
               SeaVision shall install the System on the Additional Ships
               pursuant to the implementation schedule set forth on Exhibit B
               attached hereto.  The System installed on the Initial Ship and to
               be installed by SeaVision on the Additional Ships shall consist
               of such hardware and software (a listing of which hardware and
               software shall also be included on Exhibit C attached hereto) as
               shall be determined and mutually agreed upon by the parties.
               [Redacted - confidential treatment requested]

          (ii) Provide all personnel reasonably necessary and appropriate to
               install and operate the System and provide the Services onboard
               the Ships.  One (1) SeaVision technician (the "Operator") shall
               be posted to each Ship following such installation on that Ship
               to run the System on an on-going basis for so long as this
               Agreement shall be in effect in respect of that Ship.  SeaVision
               hereby acknowledges that the Operators shall at all times be
               employees of SeaVision, and Celebrity shall serve as SeaVision's
               paying agent for payment of all salary, payroll taxes and fringe
               benefits costs in connection with the Operators, and SeaVision
               shall promptly reimburse Celebrity for all such costs incurred by
               Celebrity in respect of the Operators; provided, however, that
               (i) SeaVision shall not be obligated hereunder to reimburse
               Celebrity for the cost of protection and indemnity insurance
               provided by Celebrity pursuant to Section 10 of this Agreement
               [Redacted - confidential treatment requested]  SeaVision
               understands that, while on board any Ship, its personnel will be
               subject to the authority of the Master of that Ship and the
               officer(s) designated thereon to oversee the installation and
               operation of the System and the Services.  SeaVision shall use
               its best

                                      -2-
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               efforts to ensure that the Operators will at all times while on
               board any Ship comply with the operations manual of Celebrity, a
               copy of which is attached hereto as Exhibit E.

          (iii)  Upgrade the hardware and/or software used in the System, at no
               cost to Celebrity, at such times and in such manner as is
               reasonably necessary or appropriate to maintain the System on the
               Ships and to achieve the mutually agreed technical performance
               standards set forth on Exhibit F attached hereto; provided,
               however, that any such upgrade shall be subject to Celebrity's
               prior approval, which approval shall not unreasonably be
               withheld, delayed or conditioned by Celebrity.  [Redacted -
               confidential treatment requested]

          (iv) Furnish certain entertainment programming for passengers' viewing
               on "free" entertainment channels on and through the System on
               each Ship for which passengers shall not be charged, all as more
               fully set forth on Exhibit A attached hereto.

          (v)  [Redacted - confidential treatment requested]

          (vi) Operate the System on each Additional Ship for a period of at
               least 120 days from the date of the commencement of the initial
               voyage of that Additional Ship with passengers following the
               completion of the installation of the System thereon.  For
               purposes of this Agreement, such 120-day period in respect of any
               Additional Ship is sometimes referred to as the "Initial 120-Day
               Period".

      (b) Subject to the terms and conditions hereof, Celebrity hereby agrees
          to:

          (i)  Grant SeaVision the exclusive right, for so long as this
               Agreement is in effect, to develop, install, operate, maintain
               and improve interactive television services similar in nature or
               intent to the System and Services located or installed anywhere
               on any Ship.

          (ii) Make available (v) each Ship to SeaVision personnel for
               SeaVision's installation and operation of the System thereon,
               including but not limited to granting SeaVision personnel
               [Redacted - confidential treatment requested] and (B) limited
               access to passenger cabins, (w) all storage and work space
               necessary on board each Ship for the installation and operation
               of the System, (x) such personnel as are reasonably necessary or
               appropriate to assist in the successful installation and
               operation of the System, including but not limited to appropriate
               on-board support for and oversight of the installation and
               operation of the System by a designated officer on each Ship, (y)
               all

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               necessary systems integration support to allow the System to
               communicate with other on-board systems, and (z) when any Ship is
               not under construction, appropriate accommodations on board that
               Ship for SeaVision personnel who are engaged in installing and/or
               operating the System on that Ship.  It is understood that
               SeaVision personnel occupying such accommodations will, at all
               times while on board that Ship, be subject to Celebrity's
               policies regarding on-board contractors, including those
               concerning dress, decorum and personal behavior.

          (iii)Provide SeaVision with copies of the detailed plans,
               specifications, blueprints and designs which relate to the
               television studio, video distribution system, radio frequency
               plant, shipboard information systems and passenger cabin
               television on each Ship.

          (iv) [Redacted - confidential treatment requested]

          (v)  Provide any and all reasonable marketing support for the System
               on-board each Ship.  Such marketing support shall include but not
               be limited to in-cabin collateral material, mention by the Cruise
               Director during his introductory remarks to passengers on that
               Ship, prominent coverage in the daily program circulated on that
               Ship, insertion of promotional materials in passenger
               documentation, and such other activities of a supporting nature
               as are acceptable to both parties to this Agreement.  All such
               marketing support activities and material shall be subject to
               Celebrity's prior approval which shall not unreasonably be
               withheld, delayed or conditioned.  [Redacted - confidential 
               treatment requested]


          (vi) Work with SeaVision's marketing personnel to develop appropriate
               and effective means acceptable to Celebrity for testing and
               gauging passenger reaction to the System on a regular basis
               during and after the installation of the System on any Ship.
               Such means shall include but not be limited to on-board
               questionnaires, on-board focus groups, one-on-one passenger
               interviews and post-cruise questionnaires.  Such activities will
               be conducted by individuals mutually acceptable to Celebrity and
               SeaVision, and the results of all such activities shall be made
               available to Celebrity and SeaVision.  The results of all such
               activities shall constitute Celebrity's proprietary information
               for purposes of this Agreement.

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         (vii) Use its best efforts in respect of each Ship to cause its on-
               board concessionaires to work with SeaVision to develop
               mutually beneficial applications for the System.

         (viii)Consider requests by SeaVision to provide access to any Ship
               when that Ship is in port for SeaVision personnel to demonstrate
               the System to potential advertisers, marketers and clients.  In
               connection with making such demonstrations, SeaVision shall
               conform to Celebrity's procedures for approving on-board
               visitors, including but not limited to making advance requests
               for boarding passes.

          (ix) Provide each Operator with the following data in electronic form
               (i.e., diskettes, tapes, or other similar means) with respect to
               each passenger on-board the applicable Ship, either directly or
               through that Ship's property management system:  name, age, cabin
               assignment, dining assignment, and on-board account number.  In
               addition thereto, Celebrity shall provide such Operator with the
               home address and telephone number of each passenger who requests
               that SeaVision make or arrange for the delivery of any item to
               that passenger's home.  In respect of dining assignment
               information, the parties understand that such information, as
               provided by Celebrity to SeaVision, may not be completely
               accurate, but that SeaVision will be entitled to rely on such
               information, as provided by Celebrity, in connection with
               SeaVision's operation of the System.  If such data cannot be
               available prior to the time of departure of each cruise,
               Celebrity and SeaVision agree to jointly develop an efficient and
               effective method for collecting such information in the manner
               prescribed.  Such data is only to be used for such purposes and
               activities as are expressly authorized by Celebrity.

          (x)  Collect all monies paid by passengers in respect of Services
               provided on or through the System and charged to the respective
               on-board account of such passengers.

      (c) Celebrity also has requested that SeaVision install and operate the
          System on-board the m.v. Meridian.  However, because of the advanced
          age of that ship, the parties have agreed to further evaluate the
          economic feasibility of that proposed installation and operation.
          Accordingly, the parties, by mutual agreement, may add the m.v.
          Meridian to this Agreement as an Additional Ship, whereupon SeaVision
          shall install and operate the System on-board the m.v. Meridian
          pursuant to an implementation schedule mutually agreeable to the
          parties.  [Redacted - confidential treatment requested]

     2.   Operating Term/Renewal/Option.  [Redacted - confidential treatment
          -----------------------------                                     
          requested]

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     3.   Revenue-Sharing and Payment Terms.
          --------------------------------- 

      (a) [Redacted - confidential treatment requested]

          (i)  [Redacted - confidential treatment requested]

          (ii) [Redacted - confidential treatment requested]

          (iii)  [Redacted - confidential treatment requested]

      (b) [Redacted - confidential treatment requested]

      (c) [Redacted - confidential treatment requested]

      (d) [Redacted - confidential treatment requested]

      (e) On or before the twenty-first day of each calendar month during any
          Operating Term of this Agreement, SeaVision shall provide Celebrity
          with a written report (the form of which shall be mutually agreed upon
          by the parties) detailing the Adjusted Gross Revenues generated by the
          System on each Ship on which the System is then installed from cruises
          completed during the prior calendar month.  This report shall govern
          the determination of fees to be retained by Celebrity and the revenues
          to be remitted by Celebrity to SeaVision under the terms of this
          Agreement.  SeaVision shall provide any and all hardware and/or
          software reasonably necessary or appropriate to interface SeaVision's
          accounting software with the applicable Ship's property management
          system in order for SeaVision to obtain accurate accounting
          information for such reports.

      (f) Celebrity shall remit to SeaVision all Adjusted Gross Revenues
          generated by the System less Celebrity's share of such Adjusted Gross
          Revenues as provided in Section 3(a) of this Agreement, and all other
          amounts due SeaVision as provided in Section 3(d) of this Agreement no
          more than fifteen (15) days following its receipt of the applicable
          monthly report from SeaVision.

      (g) Celebrity shall promptly notify SeaVision of any changes, adjustments
          or chargebacks (relative to the Adjusted Gross Revenues in respect of
          any calendar month) of which Celebrity receives notice after it has
          made a remittance to SeaVision in respect of such calendar month, and
          together therewith, provide to SeaVision appropriate documentation
          supporting all such changes, adjustments or chargebacks.  In the event
          properly-supported changes, adjustments or chargebacks result in a
          reduction of the Adjusted Gross Revenues generated in respect of such
          calendar month, SeaVision shall, within thirty (30) days of its
          receipt of the applicable notice and supporting

                                      -6-
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          documentation, refund to Celebrity SeaVision's percentage of the
          aggregate of such changes, adjustments or chargebacks.

      (h) All advertising and promotional revenues generated by the System on-
          board any Ship and received by SeaVision, less any amounts payable by
          SeaVision to any third party in respect thereof, shall be allocated
          between SeaVision and Celebrity in the same manner and on the same
          percentages as the Adjusted Gross Revenues are then being allocated
          between them pursuant to the terms of Section 3(a) of this Agreement.
          SeaVision shall remit to Celebrity Celebrity's portion of such net
          advertising and promotional revenues on a calendar month basis not
          more than fifteen (15) days following the end of each calendar month.

     4.   Termination.
          ----------- 

      (a) Celebrity shall have the right to terminate this Agreement in respect
          of any Ship prior to the Expiration Date applicable to that Ship in
          the event the System on-board that Ship fails to achieve the technical
          performance standards set forth in Exhibit F attached hereto.
          Celebrity may not exercise this right (i) if such technical failure
          occurs as a result of Celebrity's failure to perform any or all of its
          obligations under the terms of this Agreement in respect of that Ship;
          (ii) if such failure is a result of problems encountered with systems
          and/or operations on-board that Ship other than the System; (iii)
          prior to the expiration of the applicable Initial 120-Day Period (in
          respect of any Additional Ship); and (iv) without written notice to
          SeaVision of its intention to do so and prior to a period of 90 days
          following such notice in which SeaVision may effect a cure of such
          failure.  Notwithstanding the provisions of the preceding clause (iv),
          Celebrity shall not be obligated to provide the cure period provided
          therein more than twice for separate occurrences of the same failure
          by the System on-board that Ship.  In any event in which SeaVision is
          entitled to or is otherwise granted the cure period provided for in
          the preceding clause (iv), Seavision shall, within fifteen (15) days
          following Celebrity's written notice to SeaVision under such clause
          (iv), provide to Celebrity SeaVision's written response regarding such
          failure, which response shall set forth SeaVision's assessment of the
          cause of such failure and SeaVision's plan to rectify such failure.
          In any event, SeaVision shall make a good faith effort to rectify such
          failure as promptly as is reasonable under the circumstances and,
          where appropriate, will implement temporary "work around" solutions
          until a permanent solution can be implemented.

      (b) SeaVision shall have the right to terminate this Agreement in respect
          of any Ship prior to the Expiration Date applicable to that Ship in
          the event the System fails to achieve the technical performance
          standards set forth in Exhibit F attached hereto and such failure is
          the result of problems encountered with

                                      -7-
<PAGE>
 
          systems and/or operations on-board that Ship other than the System or
          is the result of Celebrity's addition to or replacement of systems
          and/or operations (whether software, hardware or both) on-board that
          Ship other than the System and/or the System on-board that Ship fails
          to achieve the financial performance standards that SeaVision in its
          sole and absolute discretion shall determine are necessary to warrant
          its investment in, and its continued operation of, the System on-board
          that Ship.  In the event SeaVision intends to terminate this Agreement
          in respect of any Ship pursuant to this subsection 4(b), it shall do
          so in writing to Celebrity no less than thirty (30) days prior to
          ceasing operations hereunder, which termination notice shall set forth
          in reasonable detail the reason for SeaVision's election to terminate
          this Agreement in respect of that Ship.  Representatives of SeaVision
          shall offer to meet with representatives of Celebrity prior to the
          effectiveness of any such termination.

      (c) Either party hereto shall have the right to terminate this Agreement,
          immediately upon written notice to the other party, upon such party
          being declared insolvent or bankrupt, or making an assignment for the
          benefit of creditors, or in the event that a receiver is appointed, or
          any proceeding for appointment of a receiver or to adjudge such party
          a bankrupt, or to take advantage of the insolvency laws is demanded
          by, for, or against such party under any provision under the laws of
          any state or country.

      (d) Celebrity shall have the right to terminate this Agreement in the
          event SeaVision defaults in the performance of any material covenant,
          warranty or agreement made herein (except a failure by the System to
          achieve certain technical performance standards which is governed by
          Section 4(a) herein), and such default has not been cured within sixty
          (60) days after receipt of written notice thereof given by Celebrity
          to SeaVision.

      (e) SeaVision shall have the right to terminate this Agreement in the
          event Celebrity defaults in the performance of any material covenant,
          warranty or agreement made herein and such default has not been cured
          within sixty (60) days after receipt of written notice thereof given
          by SeaVision to Celebrity.

      (f) Notwithstanding the termination or expiration of this Agreement as
          provided for in this Section 4 and elsewhere in this Agreement,
          Celebrity shall continue to owe, and shall promptly pay to SeaVision
          in accordance with the terms of Section 3 hereof, all amounts set
          forth in Section 3 that shall have accrued on and prior to the date of
          such termination or expiration.

      (g) Subject to the provisions of Section 5, as soon as is practicable
          after the expiration of this Agreement or any termination of this
          Agreement in respect of any Ship, SeaVision shall remove the System,
          including all related hardware and software, and all on-board
          SeaVision personnel, including without

                                      -8-
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          limitation the Operator, from the Ship or Ships affected by the
          expiration or termination.  The parties hereby agree and acknowledge
          that in accordance with Section 1 hereof, SeaVision will retain title
          to all components of the System, including all hardware and software
          installed on board the Ships by SeaVision at any time while this
          Agreement is in effect, except as otherwise expressly provided in
          Section 1 hereof.  In the event of any such removal, SeaVision shall
          assure that the television system on the applicable Ship is in
          operable condition, normal wear and tear of the components thereof
          excepted.  For purposes of the immediately foregoing sentence,
          SeaVision's obligations are limited to the RF plant, the television
          sets and the broadcast center of or on the applicable Ship.

     5.   Celebrity's Right to Purchase.
          ----------------------------- 

          (a) Anything herein to the contrary notwithstanding, in the event
SeaVision elects to terminate this Agreement in respect of any Ship pursuant to
Section 4(b), Celebrity shall purchase the hardware furnished by SeaVision for
the System on-board that Ship and a non-transferrable license to use the
software components of the System (but only on-board that Ship) for an amount
equal to [Redacted - confidential treatment requested]  Notwithstanding the
foregoing, Celebrity's obligations under this Section 5(a) shall be conditioned
upon the System then being operational on-board the applicable Ship.

     (b) At the relevant Expiration Date, Celebrity shall have the right in
respect of each Ship to purchase the hardware furnished by SeaVision for the
System on-board that Ship and a non-transferrable license to use the software
components of the System (but only on-board that Ship) for an amount [Redacted -
confidential treatment requested]  Celebrity acknowledges and agrees that its
rights under this Section 5(b) shall not be exercisable if, prior to the
relevant Expiration Date, SeaVision shall have notified Celebrity of proposed
terms for a renewal or extension of this Agreement in respect of such Ship and
the parties shall have subsequently been unable to agree on terms for such
renewal or extension.

     6.   [Redacted - confidential treatment requested]

     7.   Confidentiality.
          --------------- 

     (a)  Celebrity acknowledges that the System represents and will continue to
          represent the valuable, confidential and proprietary property of
          SeaVision.  SeaVision is not by this Agreement conveying to Celebrity
          any exclusive proprietary or other rights in the System, including,
          but not limited to, any patent, copyright, trademark, service mark,
          trade secret, trade name or other intellectual property rights, except
          that Celebrity will have the limited rights expressly set forth in
          this Agreement.  Accordingly, Celebrity acknowledges that, except as
          expressly provided for in this Agreement, Celebrity possesses

                                      -9-
<PAGE>
 
          no title or ownership of any System or any portion thereof.  Celebrity
          will keep the System free and clear of all claims, liens and
          encumbrances.

     (b)  Each party agrees, during the term of this Agreement and thereafter,
          to maintain the confidential nature of the terms and conditions of
          this Agreement and of any proprietary information shared with it by
          the other party.  The proprietary information shared with Celebrity by
          SeaVision shall include, but is not limited to (a) any knowledge
          gained by Celebrity of the System, including but not limited to
          knowledge of the type, identity, operation or other characteristics of
          the System's hardware, operating system software and applications
          software; (b) SeaVision's marketing and sales strategy; (c) the format
          and context of any and all SeaVision reports, including those for data
          management, revenue remittance and marketing surveys; and (d)
          SeaVision's marketing and advertising client list.  Celebrity agrees
          that it will not create or attempt to create, or permit any third
          party to create or attempt to create, by reverse engineering or
          otherwise, the source code for the System(s) or any portion thereof.
          The provisions of this Section 7 apply to the System as delivered to
          Celebrity by SeaVision for any Ship or as modified or otherwise
          enhanced by SeaVision and to any proprietary material and information
          regarding the System that is given to Celebrity prior to, on or after
          the date of this Agreement.  The proprietary information shared with
          SeaVision by Celebrity shall include, but is not limited to (a) any
          knowledge gained by SeaVision of Celebrity's other information systems
          or operating strategies in respect of any Ship; (b) Celebrity's
          marketing and sales strategy; (c) Celebrity's marketing and
          advertising client list, including but not limited to the information
          provided to SeaVision by Celebrity pursuant to the terms of Subsection
          1(b)(ix) hereof; and (d) the results of the activities contemplated in
          Subsection 1(b)(vi) hereof.  Notwithstanding the foregoing, each party
          may use the other's proprietary information in the internal conduct of
          its business, subject always to the prohibition herein of disclosure.
          For example (but not in limitation of the foregoing), [Redacted -
          confidential treatment requested] and (ii) SeaVision may use the
          information it gains regarding Celebrity's operations in connection
          with the enhancement and marketing of SeaVision's products so long as
          SeaVision does not disclose such information to any third party.
          [Redacted - confidential treatment requested]

     (c)  Each party acknowledges that its violation of its confidentiality or
          non-disclosure obligations under this Agreement may cause irreparable
          damage to the other that cannot be fully remedied by money damages.
          Accordingly, in the event of any such violation or threatened
          violation, the injured party will be entitled, in addition to pursuing
          any other remedy available to it under this Agreement or at law, to
          obtain injunctive or other equitable relief from any court of
          competent jurisdiction as may be necessary or appropriate to prevent
          any further violations thereof.

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     (d)  During any Operating Term and for a period of three (3) years
          thereafter, neither party shall induce or attempt to induce any
          employee or consultant of the other to terminate his or her employment
          or consulting relationship with such other party and shall not solicit
          any such employee or consultant for employment or consulting services.
          Notwithstanding anything contained in this Agreement to the contrary,
          the terms of this Section 7(d) shall survive the expiration or
          termination of this Agreement and remain in full force and effect for
          a period of three (3) years following such expiration or termination.

     (e)  Each party agrees to notify the other immediately upon the notifying
          party's becoming aware of or reasonably suspecting the possession, use
          or knowledge of all or part of any of the other party's proprietary
          information by any person or entity not authorized by this Agreement
          to have such possession, use or knowledge.  The notifying party will
          promptly furnish the other party with details of such possession, use
          or knowledge, will assist in preventing a recurrence thereof and will
          cooperate with the other party in protecting the other party's rights
          in the other party's proprietary information.  A party's compliance
          with the terms of this Section 7 will not be construed as any waiver
          of the other party's right to recover damages or obtain other relief
          against the notifying party for the notifying party's breach of its
          confidentiality or non-disclosure obligations under this Agreement or
          the negligent or intentional harm to the other party's proprietary
          rights.

     8.   Right to Inspect Books and Records.  SeaVision and Celebrity shall
          ----------------------------------                                
keep full and accurate accounts, records, books, journals, ledgers and data
(collectively, "Records") with respect to the business done by each party
respectively under this Agreement, which Records shall at all times show
truthfully, accurately and fully the compliance by each party with its
respective obligations under this Agreement.  Each party shall have the right,
through its designated representatives, at all reasonable times, upon reasonable
advance notice, to inspect the Records of the other as necessary to verify the
sales, revenues generated and fees collected pursuant to this Agreement.  The
parties shall retain all Records at all times during any Operating Term of this
Agreement, and for at least three (3) years thereafter, and shall make the
Records available to the other party during regular business hours, wherever the
Records are maintained, within ten (10) days after receipt of demand for
inspection from such other party.  Both parties shall maintain the confidential
nature of any Records so inspected pursuant to and in accordance with the
provisions of Section 7 hereof.

     9.   Insurance/Waiver of Subrogation.
          ------------------------------- 

      (a) Celebrity hereby warrants, represents and covenants that it has, and
          shall maintain for the Operating Term of this Agreement, at its sole
          expense, all insurance coverages necessary and appropriate to fully
          and adequately insure the System on-board each Ship for one hundred
          percent (100%) of the insurable value of that System against any loss
          or damage whatsoever which

                                      -11-
<PAGE>
 
          may occur while that System is present and/or installed on that Ship.
          The insurance policy(ies) with respect to such coverage shall each
          name SeaVision as an additional insured, as its interests may appear.
          SeaVision shall, from time to time at the request of Celebrity or on
          SeaVision's own initiative, provide to Celebrity then current
          replacement cost information for insurable components of the System.
          Celebrity shall not be in breach of this Section 9(a) so long as,
          within thirty (30) days after the delivery of any such cost
          information, the insurance then maintained by Celebrity is consistent
          with such cost information.  In the event that SeaVision receives the
          proceeds of any such insurance as a result of a casualty affecting the
          System or any portion thereof on-board any Ship, SeaVision shall apply
          such proceeds to the repair and restoration of the System on-board
          that Ship to its pre-casualty functionality; provided, however, that
          SeaVision shall not be obligated to so apply such proceeds or to
          repair and restore the System if (i) such proceeds cannot reasonably
          be expected to fund the full and complete repair and restoration of
          the System on-board that Ship and Celebrity does not agree to fund the
          shortfall or (ii) the affected Ship suffers damage as a result of the
          casualty and Celebrity does not, at the request of SeaVision, deliver
          to SeaVision Celebrity's written assurance that that Ship likewise
          will be fully repaired and restored and used to provide passenger
          service substantially equivalent to the service being provided
          immediately prior to the casualty.  The limitations on SeaVision's
          liability set forth in Section 13 herein shall not apply to a breach
          by SeaVision of its obligations hereunder to apply insurance proceeds
          to the repair and restoration of the System.

      (b) So long as their respective insurers so permit, neither party hereto
          shall be liable to the other, or to the insurer of the other, claiming
          by way of subrogation through or under such other party with respect
          to any loss or damage, in whole or in part, to the System, to the
          extent that such other party shall be reimbursed out of that party's
          insurance coverage carried for such other party's protection with
          respect to such loss or damage.  If so permitted, the parties shall
          each obtain any special endorsements required by their respective
          insurance carriers to evidence compliance with the waiver and release
          set forth herein and shall provide a copy thereof to the other party.

     10.  Protection and Indemnity Cover.  Each Operator and each member of
          ------------------------------                                   
SeaVision's System installation crews shall be included as crewmembers on
Celebrity's protection and indemnity cover for such periods of time as the
Operator or crewmember, as the case may be, is posted to a Ship.  For the sole
purpose of establishing liability for any sickness, personal injury or death
incurred or suffered by any Operator or any such crewmember which engaged on, or
in the service of any Ship Celebrity shall be considered the employer of that
Operator or crewmember.

                                      -12-
<PAGE>
 
     11.  Interruption in Performance.  Neither Celebrity nor SeaVision shall be
          ---------------------------                                           
liable to the other for any loss, damage or loss of profits arising out of any
interruption or cessation of the Services to be provided hereunder when such
interruption or cessation is caused by any circumstance beyond the reasonable
control of such party.

     12.  Indemnification.
          --------------- 

      (a) SeaVision shall indemnify, defend and hold harmless Celebrity and its
          successors and assigns from and against any and all liabilities,
          claims, suits, damages, judgments, awards, penalties, losses and other
          liabilities (including all related reasonable attorneys' fees, costs
          and expenses in connection therewith) (collectively referred to
          hereinafter as "Losses") suffered or incurred by Celebrity by reason
          of, arising out of or in connection with (x) any negligent, willful or
          intentional act or omission of SeaVision (or an employee, agent or
          representative of SeaVision) committed or omitted, as the case may be,
          in the course of SeaVision's performance of the terms of this
          Agreement or (y) SeaVision's failure to fully perform the terms of
          this Agreement.

     (b)  At Celebrity's request, SeaVision will defend, at its own expense, any
          action brought against Celebrity to the extent that such action is
          based solely on a claim that the System on-board any Ship infringes
          any patent or copyright or the trade secret or other proprietary right
          of a third party ("Infringement"), and SeaVision will hold Celebrity
          harmless from any resulting losses, liabilities, damages, costs and
          expenses, including, without limitation, reasonable attorneys' fees,
          provided that Celebrity provides SeaVision with prompt written notice
          of such actions and SeaVision is given an opportunity to defend and/or
          settle such action.  If an infringement covered by the indemnity
          provisions set forth herein is established by a court of competent
          jurisdiction in a final decision from which no appeal is or can be
          taken or if, in the opinion of SeaVision, any such System or any
          portion thereof is likely to become the subject of such an
          infringement claim, then SeaVision, at its option, may:

               (i)  modify the infringing or potentially infringing System to
                    make that System noninfringing while maintaining, in
                    SeaVision's reasonable opinion, the equivalent or better
                    functionality;

               (ii) obtain, on Celebrity's behalf, the right for Celebrity to
                    continue to use the infringing System in accordance with the
                    terms of this Agreement; or

               (iii)terminate this Agreement in respect of the infringing
                    System(s).

                                      -13-
<PAGE>
 
      (c) Celebrity shall indemnify, defend and hold harmless SeaVision and its
          successors and assigns from and against any and all Losses suffered or
          incurred by SeaVision by reason of, arising out of or in connection
          with (x) any negligent, willful or intentional act or omission of
          Celebrity (or an employee, agent or representative of Celebrity)
          committed or omitted, as the case may be, in the course of Celebrity's
          performance of the terms of this Agreement or (y) Celebrity's failure
          to fully perform the terms of this Agreement.

     13.  Limitation of Liability.  THE WARRANTIES AND REMEDIES EXPRESSLY SET
          -----------------------                                            
FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES
AND REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE.  EXCEPT AS EXPRESSLY PROVIDED HEREIN OR
ELSEWHERE IN THIS AGREEMENT, IN NO EVENT WILL SEAVISION BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
CELEBRITY'S USE OF OR INABILITY TO USE THE SYSTEM ON-BOARD ANY SHIP OR ANY
PORTION THEREOF OR FROM ANY DELAY IN THE SYSTEM ON-BOARD ANY SHIP ACHIEVING THE
TECHNICAL PERFORMANCE STANDARDS SET FORTH ON EXHIBIT F ATTACHED HERETO OR FROM
ANY DELAY IN THE SYSTEM ON-BOARD ANY SHIP MEETING, OR ANY INABILITY OF THE
SYSTEM ON-BOARD ANY SHIP TO MEET, CELEBRITY'S EXPECTATIONS WITH RESPECT TO
OPERATIONS OR PERFORMANCE, EVEN IF SEAVISION IS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.  IN PARTICULAR, SEAVISION IS NOT RESPONSIBLE FOR ANY COSTS
INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR
REVENUE, LOSS OF USE OF THE SYSTEM, LOSS OF DATA, THE COST OF RECOVERING ANY
DATA, THE COST OF SUBSTITUTE SOFTWARE, OR CLAIMS BY THIRD PARTIES.  IF CELEBRITY
TERMINATES THIS AGREEMENT PURSUANT TO THE TERMS OF SECTION 4(A) OR SECTION 4(D)
HEREIN, SEAVISION SHALL NOT BE LIABLE FOR ANY OF CELEBRITY'S INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING THEREFROM, BUT SHALL BE LIABLE FOR
CELEBRITY'S DIRECT DAMAGES ARISING THEREFROM; [Redacted - confidential treatment
requested]

     14.  Further Assurances of SeaVision's Title.
          --------------------------------------- 

      (a) Celebrity hereby agrees to execute and deliver to SeaVision, prior to
          the date that installation of any System on any Ship commences, such
          UCC-1 financing statements and other documents as SeaVision shall
          reasonably require for the purpose of evidencing to Celebrity and any
          third party SeaVision's continued

                                      -14-
<PAGE>
 
          ownership of all components (hardware and software) of the System
          (such financing statements and other documents to describe all such
          components).

      (b) SeaVision shall affix permanent (to the degree reasonably possible),
          legible and visible labels on each component of the System (hardware
          only), to the extent that doing so is reasonably possible or
          practicable, prior to the date that installation of the System on-
          board the applicable Ship commences.  Each such label shall clearly
          indicate that SeaVision holds title to the component to which that
          label is affixed.

     15.  No Grant of Intellectual Property Rights.  This Agreement does not and
          ----------------------------------------                              
shall not grant to Celebrity any patent, copyright, trademark, trade secret or,
except as expressly provided in this Agreement, other intellectual property
right or license, express or implied.

     16.  Public Announcements.  The parties shall consult with each other and
          --------------------                                                
issue a public statement with respect to this Agreement and the System as soon
as is practical after the date hereof.  During any Operating Term, Celebrity
shall include a reference to SeaVision in any and all public announcements or
marketing materials referring to interactive television or video entertainment
services on-board any Ship.

     17.  Arbitration.  In the event of any dispute or controversy arising out
          -----------                                                         
of or related to this Agreement, the parties will seek to resolve any such
controversy first by negotiating with each other in good faith in face-to-face
negotiations between the respective principals of each.  In the event a
resolution is not reached in such manner within thirty (30) days after such
negotiations, if any, commence, any remaining dispute or controversy shall be
submitted to and settled by arbitration as hereinafter provided.  Such
arbitration shall be conducted in London in accordance with the Arbitration Acts
1950 and 1989 or any re-enactment or statutory modification thereof then in
effect.  The party desiring such arbitration shall serve upon the other party
written notice of its desire, specifying the issues to be arbitrated and the
name of the arbitrator whom it appoints.  Within fourteen (14) days after notice
of such demand for arbitration, the other party shall in turn appoint an
arbitrator and give notice in writing of such appointment to the party demanding
arbitration.  The two arbitrators so appointed shall select a third arbitrator,
or if the two arbitrators are unable to agree upon the third arbitrator within
fourteen (14) days after the appointment of the second arbitrator, either of the
said two arbitrators may apply to the President of the London Maritime
Arbitrators Association to appoint the third arbitrator, and the three
arbitrators shall constitute the Arbitration Tribunal.  If a party fails to
appoint an arbitrator as aforementioned within fourteen (14) days following
notice of demand for arbitration by the other party, the party failing to
appoint an arbitrator shall be deemed to have accepted as its own arbitrator the
arbitrator appointed by the party demanding arbitration and the arbitration
shall proceed before this sole arbitrator who alone in such event shall
constitute the Arbitration Tribunal.  The decision rendered by the Arbitration
Tribunal shall be final and binding and the appeal by either party to a court in
respect of the arbitration award shall be excluded.  The

                                      -15-
<PAGE>
 
arbitration award shall include which party shall bear the expenses of the
arbitration or the proportion of such expenses each party shall bear.

     18.  Right to Make Agreement.  Each of the parties hereto represents and
          -----------------------                                            
warrants to the other that it has all necessary and appropriate power and
authority to execute, deliver and carry out the terms and provisions hereof.

     19.  Counterparts.  This Agreement may be executed in any number of
          ------------                                                  
counterparts, each of which shall constitute an original and all of which
together shall constitute but one and the same original document.

     20.  Assignment.  Except as set forth herein, either party hereto may
          ----------                                                      
assign this Agreement and its respective rights, interests and obligations
hereunder to any third party without the consent of the other party hereto;
provided, however, that no such assignment by a party shall relieve that party
from any of its liabilities or obligations hereunder.  It is expressly
understood and agreed that this Agreement and all of SeaVision's interests and
rights herein and hereunder may be assigned, pledged, mortgaged and/or
hypothecated by SeaVision at its exclusive discretion; provided, however, that
in no event will the rights hereunder of any pledgee or mortgagee of SeaVision
be any greater than the rights of SeaVision hereunder.

     21.  Successors.  This Agreement shall inure to the benefit of, and be
          ----------                                                       
binding upon, the respective successors and assigns of the parties hereto upon
its execution by SeaVision and Celebrity, which execution, for purposes of
determining the effectiveness of this Agreement, may be evidenced by facsimile
transmission of the signature page of this Agreement.

     22.  Governing Law.  This Agreement shall be governed by and construed in
          -------------                                                       
accordance with the laws of England.

     23.  Severability.  If any Section or provision of this Agreement, or any
          ------------                                                        
portion of any Section or provision thereof, shall for any reason be held to be
void, illegal or otherwise unenforceable, all other Sections and portions of
this Agreement shall nevertheless remain in full force and effect as if such
void, illegal or unenforceable portion had never been included herein.

     24.  Notices.  All notices and other communications required or otherwise
          -------                                                             
provided for in this Agreement shall be in writing and sent by registered or
certified mail to:

                                      -16-
<PAGE>
 
     If to SeaVision:    SeaVision, Inc.
                         13320 State Route 7
                         Lisbon, Ohio 44432
                         Attn: Brian K. Blair

     If to Celebrity:    Celebrity Cruises Inc.
                         c/o Jos. L. Meyer GmbH & Co.
                         Industriegebiet Sud
                         26871 Papenburg, Germany

or to such other place as SeaVision or Celebrity, as the case may be, may from
time to time designate in accordance herewith.

     25.  Entire Agreement; Modification.  This Agreement, including the
          ------------------------------                                
Exhibits attached hereto, contains the entire agreement of the parties on the
subject matter hereof, and supersedes any and all prior agreements, including,
without limitation, the Original Agreement, with respect to such subject matter.
This Agreement may not be changed, modified or supplemented except by the
written agreement of the parties.


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.


ATTEST:                           SEAVISION, INC.



                                  By:
- ----------------------------          ---------------------------------
Its:                              Its:
    ------------------------          ---------------------------------



ATTEST:                           CELEBRITY CRUISES INC.



                                  By:
- ----------------------------          ---------------------------------
Its:                              Its:
    ------------------------          ---------------------------------


    [Signature page to First Amended and Restated Agreement by and between
            SeaVision, Inc. and Celebrity Cruises, Inc. dated as of
             June 1, 1996, but effective as of September 1, 1995]

                                      -17-
<PAGE>
 
                                   EXHIBIT A

      Entertainment and Interactive Services to be Provided by SeaVision
      ------------------------------------------------------------------


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

     .    In-Cabin Room Service Ordering:  Passengers will be able to order
          Celebrity's full or partial room service menu, including beverages
          charged to their cabin account, through the System.  Orders will be
          printed out in appropriate pantries and/or galleys for delivery by
          Celebrity personnel.  SeaVision shall provide, as part of the System,
          printers and/or monitors to be used in such pantries and/or galleys
          for such purpose.

     .    Shore Excursion Ordering:  Passengers will be able to watch a preview
          video of shore excursions and purchase tickets for shore excursions on
          and through the System by using their television remote-control.
          Orders will be printed out in the Shore Excursion Office of the Ship,
          with tickets in respect thereof to be delivered by Celebrity
          personnel.  The System will provide appropriate inventory control.

          Celebrity shall be responsible for providing all ticket stock and
          videos in respect of such shore excursions.  Celebrity may choose, at
          its option, to produce its own videos, retain SeaVision for this
          purpose and reimburse SeaVision for all its costs incurred in
          connection with producing the same, or contract with a third party to
          produce such videos, provided, however, that any videos produced by
          any such third party shall in all ways meet SeaVision's technical
          standards for use on the System.  Should Celebrity elect to have
          SeaVision produce the shore excursion videos, SeaVision shall provide
          Celebrity with detailed cost estimates prior to the initiation of
          video production.  Such estimates will include the cost of pre-
          production scripting and preparation and the cost of sending crews
          aboard Celebrity's Ships for taping and post-production editing.

     .    Wine Ordering: Passengers will be able to view a video on the System
          of all wines in inventory and order their selections with their
          television remote-controls. Orders will be printed out in the Wine
          Steward's office or wine cellar, for delivery by Celebrity personnel
          at the designated meal or to the designated cabin. The video review
          will include the Chef's or Wine Steward's "Tip of the Day." Cabin
          accounts will be charged accordingly.

     .    Interface with Celebrity's Property Management System: The System will
          interface with the Ship's property management system to enable
          appropriate charges to be applied to passenger accounts.


                                      A-1
<PAGE>
 
     .    Access Control: The System will be designed to provide access via the
          use of a PIN based upon Celebrity's passenger tracking system.
          Passengers will be able to limit access to various services, such as
          gaming and adult programming, by enabling lock-out codes and using
          password procedures.

     .    Report Generation: The System will generate detailed activity reports,
          which will be made available to Celebrity for the purposes of revenue
          payments to SeaVision. SeaVision shall also provide, at Celebrity's
          request, reports pertaining to passenger usage of the System.

     .    Emergency Broadcast System:  In the event of an emergency, the System
          can be directly controlled either by the Master or the Operator to
          notify passengers and to provide them with instructions.

     .    Passenger Folio Review - Onboard Account:  Each passenger will be able
          to use the System to review a summary of his onboard account.

     .    Spa Service Ordering:  Passengers will be able to view a video for the
          on-board spa services, obtain information with respect to the hours of
          operation of the spa and make reservations for spa usage.

     .    Language Options:  The various preview, ordering and information
          services provided on the System will be available in English, French,
          Spanish, Italian and German.

     .    Passenger Questionnaires:  Passengers will be able to access an
          interactive passenger questionnaire on the System to provide input and
          reactions to the System.

     .    Television Programming:  At a time to be mutually agreed upon by
          SeaVision and Celebrity, but after the maiden voyage of the Ship,
          SeaVision will provide Celebrity two (2) channels of programming on
          and through the System for which Celebrity and its passengers will not
          be charged.  SeaVision will provide two (2) channels of programming on
          and through the System for the crew of the Ship at no charge to
          Celebrity or the crew.  The content of these channels shall be by
          mutual agreement, but they may include movies, documentaries, original
          programming and selections from leading cable television vendors.
          SeaVision reserves the right to market high-quality advertisements,
          program-length product videos and corporate endorsements on these
          channels, subject to mutual agreement with Celebrity.  A portion of
          the Adjusted Gross Revenues generated from any such advertisements,
          program-length product videos and corporate endorsements will be paid
          to Celebrity pursuant to and in accordance with the terms of Section 3
          of the Agreement.


                                      A-2
<PAGE>
 
Revenue-Generating and Pay-Per-View Entertainment
- -------------------------------------------------

NOTE: Celebrity will be entitled to a portion of the Adjusted Gross Revenues
generated by the following services, pursuant to and in accordance with the
terms of Section 3 of the Agreement.

     .    Video-on-Demand:  Passengers will be able to purchase movies and other
          entertainment options such as taped concerts, on demand, using the
          System and their television remote-control.  SeaVision shall determine
          the fee that will be levied for each such order and charged to such
          passengers' respective cabin accounts.  Subject to Celebrity's
          approval, adult programming may be offered.

     .    Gaming Options: Passengers will be able to view a casino channel which
          will promote the on-board casino operations and provide instructions
          for various casino games and the hours of operation for the on-board
          casino, as well as the opportunity to play video blackjack and poker
          on the System. Video slots may be offered on the System at a later
          date. [Redacted - confidential treatment requested]

     .    Shopping:  SeaVision will offer passengers shopping videos and
          interactive video shopping on and through the System for SeaVision
          exclusive stores, Celebrity Logo shop and other shopping vendors and
          suppliers; [Redacted -confidential treatment requested]

     .    Advertising and Promotions: SeaVision shall have the exclusive right
          to provide access to the System to third parties for the purposes of
          advertising, promotions and marketing of their companies, products or
          services which are suitable and consistent with Celebrity's image.
          However, SeaVision agrees to work with Celebrity and within existing
          agreements [Redacted - confidential treatment requested]


Additional Services (to be provided after the initial implementation of the
- -------------------                                                        
System on the Ship and upon the mutual agreement of the parties)

     .    Live Cable Television Programming: SeaVision will use its best efforts
          to provide Celebrity, if Celebrity so elects, live cable television
          programming such as CNN and ESPN, at Celebrity's expense.

     .    Video-on-Demand to Crew:  SeaVision shall have the option to offer to
          the crew the same video-on-demand services which are offered to the
          passengers on the same terms and conditions set forth in the Agreement
          for such services to passengers or on such other terms and conditions
          as are mutually agreed to by the parties.


                                      A-3
<PAGE>
 
     .    Ship Location Data: Passengers will be able to access a passive
          application (to be provided by others) which will provide a graphic
          display of the global position of the Ship, its speed, distance
          traveled, time remaining to next destination, wind speed, water
          temperature, time of day, etc. SeaVision will consult with Celebrity
          regarding the integration of this passive application with the ship's
          navigational instruments and television distribution system.

     .    Kiosks: SeaVision will cooperate with third party vendors to integrate
          the System and its applications into on-board common area touch screen
          kiosks.

     .    Shipboard Directions Module:  Passengers will be able to access an
          interactive application provided by SeaVision which will provide
          passengers with directions how to locate and move from one shipboard
          location to another.

     .    Other Options:  The parties will work together to develop and make
          available other potential revenue-generating services and options on
          the System.

     .    Additional Non-revenue-Generating Services: To the extent that
          channels on the System are not then being utilized by SeaVision,
          Celebrity may use such channels to provide additional non-revenue-
          generating services to its passengers and/or crew; provided, however,
          in each instance:

          (i)  such services are approved to SeaVision, which approval shall not
               unreasonably be withheld, delayed or conditioned;

          (ii) such services are terminable at any time that SeaVision may elect
               to utilize the applicable channel in connection with its
               operation of the System;

          (iii)Celebrity shall provide an operator and any hardware, software
               and operations staff required for such services; and

          (iv) Celebrity shall reimburse SeaVision for any additional cost to
               SeaVision as a result of such services.

          In addition thereto, the parties will consider the implementation on
          the System of services providing daily activities information, cabin
          maintenance and menu viewing.

     .    Additional Language Modules:  SeaVision will develop and install
          additional language modules for German, French, Spanish and Italian.


                                      A-4
<PAGE>
 
                                   EXHIBIT B



                 [Redacted - confidential treatment requested]



                                      B-1
<PAGE>
 
                                   EXHIBIT C



                 [Redacted - confidential treatment requested]



                                      C-2
<PAGE>
 
                                   EXHIBIT D



                 [Redacted - confidential treatment requested]



                                      D-1
<PAGE>
 
                                   EXHIBIT E

                         Operations Manual of Celebrity
                         ------------------------------


                 [Redacted - confidential treatment requested]



                                      E-1
<PAGE>
 
                                   EXHIBIT F

                 Technical Performance Standards for the System
                 ----------------------------------------------



                 [Redacted - confidential treatment requested]



                                      F-1
<PAGE>
 
                                   EXHIBIT G



                 [Redacted - confidential treatment requested]




                                      G-1
<PAGE>
 
                                   EXHIBIT H

                 [Redacted - confidential treatment requested]




                                      H-1
