
<PAGE>

                                                                   Exhibit 10.13
 
                                   AGREEMENT


     This Agreement, dated as of February 6, 1996, is made by and between
SEAVISION, INC., a Delaware corporation (hereinafter referred to as
"SeaVision"), and CARNIVAL CORPORATION, a Panamanian corporation (hereinafter
referred to as "Carnival").

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

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

     WHEREAS, Carnival wishes to provide passenger services via, and to earn
incremental revenue from, such interactive television services; and

     WHEREAS, SeaVision desires to provide to Carnival, and Carnival desires to
obtain from SeaVision, the aforementioned interactive television services for
use aboard M/S Imagination (the "Initial Ship") and such other Carnival Cruise
Line-brand cruise vessels owned or operated by Carnival or Carnival-owned or
Carnival-managed companies as, from time to time, may be designated by Carnival
(all such cruise vessels, collectively, the "Ships" and individually, 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:

     1.   Responsibilities.
          ---------------- 

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

          (i)  Provide, for each Ship designated by Carnival (including without
               limitation the Initial Ship) at no charge to Carnival, an
               interactive television system (the "System") consisting of the
               hardware and software described or listed on Exhibit A attached
               hereto (collectively, the "System Hardware and Software") and, in
               connection therewith, provide the services (the "Services") set
               forth on Exhibit B attached hereto. [Redacted - confidential
               treatment requested] The installation of the System on the
               Initial Ship will be in accordance with the
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               implementation schedule attached hereto as Exhibit D (the
               "Implementation Schedule").  Except as expressly provided
               otherwise in this Agreement, SeaVision shall at all times retain
               title to all components of the System, including all System
               Hardware and Software hereafter installed on any Ship hereunder
               and any non-customized applications screens.

          (ii) Provide all personnel reasonably necessary and appropriate to
               operate the System and provide the Services.  One (1) SeaVision
               technician (the "Operator") will remain on-board each Ship on
               which the System is then installed and operating to operate the
               System on an on-going basis for so long as this Agreement shall
               be in effect with respect to that Ship.  SeaVision hereby
               acknowledges that the Operator shall at all times be an employee
               of SeaVision.  Carnival hereby agrees to serve as SeaVision's
               paying agent for payment, at the direction of SeaVision, of all
               salary, payroll taxes and fringe benefits costs in connection
               with the Operator; provided that SeaVision promptly reimburses
               Carnival for all such costs incurred by Carnival.  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 to oversee the operation of the System and
               the Services.  SeaVision shall use its best efforts to ensure
               that the Operator will at all times while on board any Ship
               comply with the operations manual of Carnival, in the form then
               in effect.

        (iii)  Maintain and upgrade the hardware and/or software used in the
               System, at no cost to Carnival, at such times and in such manner
               as is reasonably necessary or appropriate, in SeaVision's sole
               opinion, to maintain the functionality of the System; provided,
               however, that such upgrades will require Carnival's consent if
               such upgrades will require significant modifications to
               Carnival's on-board hardware or software.  The implementation
               schedule for all SeaVision and Carnival upgrades will be subject
               to the mutual agreement of the parties.

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

          (i)  Make available to SeaVision on any Ship upon which the System is
               installed or is then to be installed, (A) all reasonably
               necessary storage and workspace for SeaVision's installation,
               operation and maintenance of the System, including but not
               limited to granting SeaVision personnel reasonable access to the
               television studio and video distribution system and limited
               access to passenger cabins on-board such Ship, (B) such personnel
               as are reasonably necessary or appropriate to assist in the
               successful installation, operation and

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               maintenance of the System, including but not limited to
               appropriate on-board support for, and oversight of, the
               installation, operation and maintenance of the System by a
               designated officer on such Ship, (C) all necessary Systems
               integration support to allow the System to communicate with
               Carnival's on-board systems, and (D) appropriate accommodations
               on-board such Ship, if necessary, for SeaVision personnel who are
               engaged in installing, operating or maintaining the System on
               such Ship; provided, however, that none of the foregoing
               activities of SeaVision shall unreasonably interfere with the
               normal functions of such Ship.  It is understood that SeaVision
               personnel occupying such accommodations will, at all times while
               on-board such Ship, be subject to Carnival's policies regarding
               on-board contractors, including those concerning dress, decorum
               and personal behavior.

        (ii)   [Redacted - confidential treatment requested]

        (iii)  [Redacted - confidential treatment requested]

        (iv)   Provide reasonable marketing support for the System on board each
               Ship on which the System is then installed.  Such marketing
               support shall include but not be limited to in-cabin collateral
               material, mention by the Cruise Director during his or her
               introductory remarks to passengers on the Ship, coverage in the
               daily program circulated on the Ship and such other activities of
               a supporting nature as are agreed to by both parties to this
               Agreement, including, if so agreed, insertion of promotional
               materials in passenger documentation.

        (v)    Work with SeaVision's marketing personnel to develop appropriate,
               effective and non-intrusive means for testing and gauging
               passenger reaction to the System on a regular basis.  Such means
               may include but not be limited to on-board questionnaires, on-
               board focus groups, one-on-one passenger interviews and post-
               cruise questionnaires.

        (vi)   Provide reasonable access to each Ship on which the System is
               then installed, when such 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 Carnival's procedures
               for approving on-board visitors, including but not limited to
               making advance requests for boarding passes.

        (vii)  Use commercially reasonable efforts to cause its on-board
               concessionaires to work with SeaVision to develop mutually
               beneficial applications for the System.

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        (viii) Provide the Operator with the following data, if available, in
               electronic form (i.e., diskettes, tapes or other similar means)
               with respect to each passenger on-board any Ship on which the
               System is then installed: name, home address and telephone
               number, age, cabin assignment, dining assignment and on-board
               account number.

        (ix)   Use its best efforts to collect all monies paid or payable by
               passengers in respect of Services provided on or through the
               System and charged to the respective on-board account of such
               passengers.

     2.   Initial Term/Renewal/Extension to Other Ships.
          --------------------------------------------- 

      (a) [Redacted - confidential treatment requested]

      (b) Carnival hereby grants to SeaVision the exclusive right, for the term
          of this Agreement (subject always to Carnival's rights to terminate
          this Agreement in accordance with its terms) to install, operate and
          maintain interactive television systems on the Initial Ship.  If
          Carnival elects from time to time for SeaVision to install, operate
          and maintain any such additional System(s) in accordance herewith,
          SeaVision and Carnival shall establish a timetable for the related
          installation(s).  All of the terms and conditions of this Agreement
          shall apply to the parties' respective rights and obligations in
          respect of such other Ships and Systems installed thereon.  Subject to
          the foregoing proviso, in the event the parties agree that SeaVision
          will install, operate and maintain any such additional System(s) on
          one or more Ship(s), the references herein made to a or any Ship
          and/or the System shall be deemed to include such other Ship(s) and
          the System(s) installed thereon, with such modifications as are
          reasonably necessary and appropriate to reflect the individualized
          System(s) installed on each such Ship.

      (c) [Redacted - confidential treatment requested]

     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]

          (iv)  [Redacted - confidential treatment requested]

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      (b) [Redacted - confidential treatment requested]

      (c) On or before the twenty-first day of each calendar month during the
          term of this Agreement, SeaVision shall provide Carnival with a
          written report (the form of which shall be mutually agreed upon by the
          parties) detailing the Adjusted Net Revenues (and the related
          deductions from 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 Carnival and the revenues to be remitted by
          Carnival 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.

      (d) Within thirty (30) days after Carnival's receipt of any monthly report
          delivered to Carnival by SeaVision pursuant to the terms of subsection
          3(c) herein, Carnival shall remit to SeaVision all Adjusted Net
          Revenues generated by the System on each Ship during the calendar
          month applicable to such report, less its share of such Adjusted Net
          Revenues as provided in this Section 3.

      (e) Carnival shall promptly notify SeaVision of any changes, adjustments
          or chargebacks (relative to the Adjusted Net Revenues in respect of
          any calendar month) of which Carnival 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 Net Revenues generated in respect of such
          calendar month, SeaVision shall, within thirty (30) days after its
          receipt of the applicable notice and supporting documentation, refund
          to Carnival SeaVision's percentage of the aggregate of such changes,
          adjustments or chargebacks.

      (f) All advertising and promotional revenues generated by any System and
          received by SeaVision, less any commissions and fees payable by
          SeaVision to any third party in respect thereof (subject to Carnival's
          approval thereof in accordance with the terms of section 3(b) in the
          case of persons affiliated with SeaVision or its principals), shall be
          allocated between SeaVision and Carnival in the same manner and on the
          same percentages as the Adjusted Net Revenues are then being allocated
          between them pursuant to the terms of subsection 3(a) of this
          Agreement.  SeaVision shall detail such gross revenues and expenses on
          the applicable monthly report provided to Carnival pursuant to the
          terms of subsection 3(c) of this Agreement and shall retain its own
          portion of such net revenues together with Carnival's portion of such
          retained net revenues to the

                                      -5-
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          extent of, and as a credit against, Carnival's payment obligations
          pursuant to the terms of subsection 3(d) of this Agreement for the
          applicable calendar month.

     4.   Confidentiality.
          --------------- 

      (a) Carnival 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 Carnival
          any exclusive proprietary or ownership rights in the System,
          including, but not limited to, any patent, copyright, trademark,
          service mark, trade secret, trade name or other intellectual property
          rights, except that Carnival will have the limited rights expressly
          set forth in this Agreement.  Accordingly, Carnival acknowledges that,
          except as expressly provided for in this Agreement, Carnival possesses
          no title or ownership of any System or any portion thereof.  Carnival
          will keep the System free and clear of all claims, liens and
          encumbrances by or through Carnival.

      (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 or obtained by a party from the other party's books,
          records or computer systems.  The proprietary information shared with
          Carnival by SeaVision shall include, but is not limited to (i) any
          knowledge gained by Carnival 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; (ii) SeaVision's marketing and sales materials; (iii) the
          content of any and all SeaVision reports, including those for data
          management, revenue remittance and marketing surveys; and (iv)
          SeaVision's marketing and advertising client list.  The proprietary
          information shared with SeaVision by Carnival shall include, but not
          be limited to, Carnival's customer lists and passenger information,
          on-board revenue and expense data, the content of any Carnival
          reports, and Carnival's business arrangements with concessionaires.
          Carnival 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 4 apply to the System
          as delivered to Carnival by SeaVision or as modified or otherwise
          enhanced by SeaVision and to any proprietary material and information
          regarding the System that is given to Carnival prior to, on or after
          the date of this Agreement.  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.
          Notwithstanding anything contained in this Agreement to the

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          contrary, the terms of this subsection 4(b) shall survive the
          expiration or termination of this Agreement.

      (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.

      (d) During the Initial Term, any extensions thereof, and for a period of
          three (3) years after the expiration or any termination of this
          Agreement, 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.

      (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 4 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.

     5.   Termination.
          ----------- 

      (a) [Redacted - confidential treatment requested]

      (b) [Redacted - confidential treatment requested]

      (c) SeaVision shall have the right to terminate this Agreement in whole or
          with respect to any individual Ships prior to the then effective
          expiration date of the term hereof in the event any System installed
          by SeaVision aboard any such Ship fails to achieve the financial
          performance standards that SeaVision shall determine are necessary to
          warrant its investment in that System.  Such

                                      -7-
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          determination and termination may occur in respect of all Systems and
          Ships or on a Ship-by-Ship basis.  In the event SeaVision intends to
          terminate this Agreement pursuant to this subsection 5(c), in whole or
          in respect of individual Ships and Systems, it shall do so in writing
          to Carnival no less than six (6) calendar months prior to ceasing
          operations hereunder or thereon, as the case may be.

      (d) 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.

      (e) Carnival shall have the right to terminate this Agreement prior to the
          then effective expiration date of the term hereof in the event
          SeaVision defaults in the performance of any covenant, warranty or
          agreement made herein or if any System fails to achieve the technical
          performance standards set forth in Exhibit E attached hereto (the
          "Technical Performance Standards") and such default or failure has not
          been cured within ninety (90) days after receipt of written notice
          thereof given by Carnival to SeaVision (except that the foregoing cure
          period shall not be applicable if SeaVision fails to install the
          System on the Initial Ship in accordance with the Implementation
          Schedule).

      (f) SeaVision shall have the right to terminate this Agreement prior to
          the then effective expiration date of the term hereof in the event
          Carnival defaults in the performance of any covenant, warranty or
          agreement made herein and such default has not been cured within
          ninety (90) days after receipt of written notice thereof given by
          SeaVision to Carnival.

      (g) Notwithstanding the termination or expiration of this Agreement as
          provided for in this Section 5 and elsewhere in this Agreement, each
          party shall continue to owe, and shall promptly pay to the other 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.

      (h) As soon as is practicable after the expiration or any whole or partial
          termination of this Agreement, but in any event within thirty (30)
          days thereafter, SeaVision shall, without unduly interfering with the
          normal functions of any of the Ships, remove from all Ships affected
          by such expiration or termination, all Systems, including all System
          Hardware and Software (as the same may have been replaced or
          supplemented since the date hereof), and all on-board SeaVision
          personnel. The parties hereby agree and

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          acknowledge that in accordance with Section 1 hereof, SeaVision will
          retain title to any and all such System Hardware and Software
          installed on board any Ship by SeaVision (x) at all times while this
          Agreement is in effect as well as (y) in the event SeaVision chooses
          not to continue operating the System installed thereon.
          Notwithstanding the foregoing, if SeaVision elects to terminate this
          Agreement in respect of any Ship pursuant to the terms of subsection
          5(c) above or if SeaVision defaults under this Agreement and Carnival
          exercises its resulting rights under subsection 5(e) herein, Carnival
          shall have the right to purchase all SeaVision hardware installed by
          SeaVision on that Ship and to obtain a nontransferable license to use
          (but only on that Ship) the SeaVision software installed by SeaVision
          on that Ship [Redacted -confidential treatment requested]  If
          SeaVision elects to terminate this Agreement in whole pursuant to the
          terms of subsection 5(c) above, Carnival shall have the right, in
          addition to the foregoing purchase and license rights, to purchase
          such hardware and license such software from SeaVision, for a period
          of one (1) year thereafter, to enable Carnival to install the System
          on other Ships, [Redacted - confidential treatment requested]  At
          Carnival's request, SeaVision shall provide support services for such
          purchased hardware and licensed software upon reasonable terms and
          conditions to be mutually agreed upon by the parties.

     6.   Right to Inspect Books & Records.  SeaVision and Carnival 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, third party payments and fees collected pursuant to
this Agreement.  The parties shall retain all Records at all times during the
term of this Agreement and any and all extensions or renewals thereof, 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 4 hereof.

     7.   Insurance/Waiver of Subrogation.
          ------------------------------- 

      (a) Carnival hereby warrants, represents and covenants that it has, and
          shall maintain for the term of this Agreement and any successive
          operating term or renewal hereof, at its sole expense, hull and
          machinery insurance in accordance with American Institute Hull Clauses
          (June 2, 1977) to cover the System for the value of [Redacted -
          confidential treatment requested] against any loss or damage
          whatsoever which may occur while that System is

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          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 and contain a waiver of
          subrogation against SeaVision.

      (b) Carnival hereby agrees to provide, at its own cost and expense,
          maritime workers compensation insurance for each System Operator and
          for each member of SeaVision's System installation crews for such
          periods of time as such Operator or crewmember, as the case may be, is
          posted to a Ship.

      (c)  Hull and Machinery Insurance.
           ---------------------------- 

          (i)  In the event that SeaVision or its personnel cause any loss or
               damage covered by this insurance, or which would have been
               covered by this insurance but for a commercially reasonable
               deductible [Redacted -confidential treatment requested] in the
               insurance policy, SeaVision agrees to reimburse Carnival for the
               amount of the deductible applicable in such loss or damage.

          (ii) Neither Carnival, the owner of the Ship, nor the underwriters of
               the insurance shall have any further right of recovery or
               subrogation in excess of said deductible against SeaVision on
               account of loss or damage to the extent covered by such
               insurance, and the policies of insurance shall be endorsed to
               reflect this limitation and waiver.

      (d) Protection And Indemnity Insurance.   SeaVision agrees to obtain and
          ----------------------------------                                  
          maintain, at its own expense, insurance to defend and cover its
          liability, if any, for:

          (i)   Maintenance and cure as well as personal injury or death claims
                asserted by SeaVision's employees or their estates;

          (ii)  Claims of passengers or other third parties arising out of or in
                connection with SeaVision's operations or the actions of
                SeaVision's employees; and

          (iii) Repatriation, loss of personal effects and other costs to
                employees (including, without limitation, burial costs) in the
                event of death, casualty or termination of a voyage.

     Such insurance shall be in form, in amounts, with carriers and on terms
     reasonably satisfactory to Carnival's Manager of Insurance; shall name
     Carnival as an additional insured subject to the misdirected arrow clause.
     SeaVision shall provide Carnival's Manager of Insurance with a Certificate
     of Insurance evidencing such coverage.

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      (e) Certificates.  On or before the commencement of the term of this
          ------------                                                    
          Agreement, Carnival shall, upon SeaVision's written request, provide
          to SeaVision certificates of insurance evidencing the coverages
          required pursuant to Sections 7(a), 7(b) and 7(c), and SeaVision
          shall, upon Carnival's written request, provide to Carnival
          certificates of insurance evidencing the coverages required pursuant
          to Section 7(d).

     8.   Interruption in Performance.  Neither Carnival 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 a force majeure.  For purposes of this
Agreement, force majeure shall be any event caused by acts of God, fire, storm
or other natural catastrophe, war, labor disruption, change in governmental laws
or regulations, and other causes that are unavoidable or beyond the affected
party's control.

     9.   Trademarks.
          ---------- 

      (a) Nonexclusive License.  Carnival hereby represents that it is the owner
          --------------------                                                  
          of the trademarks, service marks, tradenames, logos, design marks,
          names, and designs described on Exhibit F attached hereto, as may be
          amended in writing by Carnival from time to time hereafter, and such
          other logos and marks as may be utilized by Carnival anywhere in the
          world of which SeaVision shall hereafter have received written notice
          from Carnival (collectively, the "Carnival Marks").  Carnival hereby
          grants to SeaVision, and SeaVision hereby accepts, for the term of
          this Agreement, a limited, nonexclusive worldwide license to use the
          Carnival Marks on and in connection with the design, production and
          display of video screens for use on the System and the manufacture,
          promotion and sale of the merchandise (other than perfumes) to be sold
          via interactive shopping on and through the System (the "Merchandise")
          in respect to SeaVision's performance hereunder.

      (b) Restrictions on Assignment of License.  SeaVision shall not sell,
          -------------------------------------                            
          assign or transfer the license granted hereunder without Carnival's
          express written consent authorized by a duly elected corporate officer
          of Carnival.

      (c) Submission of Newly Designed Marks.
          ---------------------------------- 

          (i)  SeaVision shall submit to Carnival (as set forth in subsection
               9(c)(ii) of this Agreement) for approval prior to use, all
               artwork or photostats of artwork, indicating colors and processes
               of manufacture, of newly designed and not previously approved
               uses of the Carnival Marks.  Carnival shall have the right, in
               its sole and absolute discretion, to forbid the use thereof.
               Samples of literature, advertising, catalogs and packaging
               relating to the souvenirs will be provided on a timely basis

                                      -11-
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               by SeaVision to Carnival following printing or production.  When
               using the Carnival Marks, SeaVision agrees to undertake to comply
               with the requirements of all laws pertaining to trademarks,
               including marking requirements.  Before using any of the Carnival
               Marks, SeaVision shall inform Carnival of the nature and quality
               of the souvenirs and shall thereafter promptly furnish samples
               thereof to Carnival.

         (ii)  Prior to placing any orders for the manufacture of Merchandise on
               which newly designed and not previously approved uses of the
               Carnival Mark(s) are intended to be imprinted, SeaVision shall
               submit for approval the name, address, phone number and telefax
               number of each manufacturer therefor and, if the manufacturer is
               satisfactory to Carnival, SeaVision shall subsequently submit to
               Carnival the artwork, styles, designs, contents, workmanship and
               quality of such merchandise, in the form requested by Carnival,
               to the attention of Peter DeMilio or his or her designee in
               Carnival's Marketing Department, 3655 N.W. 87 Avenue, Miami,
               Florida  33178.

         (iii) All materials and information submitted pursuant to this
               Section 9(c) shall be deemed automatically approved if
               notification of rejection is not received by SeaVision within
               forty-five (45) days after Carnival's receipt of such materials
               and/or information.

      (d) [Redacted - confidential treatment requested]

      (e)  Use of Marks, Etc.
           ------------------

          (i)  SeaVision shall cause to appear with each use of the Carnival
               Mark(s) such trademark notice symbols and/or copyright and trade
               dress notices as shall be instructed in writing by Carnival.
               Upon receipt of any such instruction by SeaVision, SeaVision
               agrees to follow Carnival's written policy, as may be amended
               from time to time, regarding the proper usage of the Carnival
               Marks on printed material and on goods and merchandise.

          (ii) SeaVision will in no way represent that it has any right, title
               and/or interest in and to the Carnival Marks, except as expressly
               granted under the terms of this Agreement, nor shall SeaVision
               contest Carnival's title register and the registrations of the
               Carnival Marks, nor shall SeaVision acquire any rights in the
               Carnival Marks by virtue of any use it may make thereof.

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         (iii) SeaVision agrees that Carnival is and will be the owner of all
               goodwill that may in the future attach to the Carnival Marks as a
               result of SeaVision's use thereof.

         (iv)  SeaVision further agrees that it shall not at any time register
               or apply to register the Carnival Mark(s) or any trademark, logo,
               slogan or design confusingly similar thereto anywhere in the
               world.  Upon termination of this Agreement, SeaVision agrees to
               cease all use of the Carnival Marks or any confusingly similar
               trademarks or trade names; and SeaVision shall at no time adopt
               for use any trademarks or trade names confusingly similar to any
               of the Carnival Marks.

      (f) Infringements.  Carnival shall have the sole right to determine
          -------------                                                  
          whether or not any action shall be taken on account of any
          infringement or imitation of any Carnival Mark; and SeaVision shall
          reasonably cooperate with Carnival and at Carnival's cost and expense
          in protecting and defending the Carnival Marks and the Merchandise
          bearing the Carnival Marks.  With respect to infringements of the
          Carnival Marks, Carnival shall be entitled to receive and retain all
          amounts awarded as damages, profits or otherwise in connection with
          such suits.

      (g) Termination of License.  The license in the Carnival Marks granted
          ----------------------                                            
          hereunder shall terminate upon the expiration, suspension or the
          termination of this Agreement by either party and in accordance with
          the provisions herein, provided, however, that SeaVision shall
          thereafter be entitled to sell any inventory of Merchandise on hand or
          theretofore ordered by SeaVision.

      (h) Merchandise Bearing the Carnival Marks.  Articles of merchandise
          --------------------------------------                          
          bearing the Carnival Mark(s) may become available to Carnival from
          time to time from other licensees and sublicensees of Carnival.
          Carnival may advise SeaVision of such situations, and SeaVision will
          consider whether or not to purchase, supply and sell such articles of
          merchandise in its inventory of stock to be sold on the System under
          the terms and conditions of this Agreement.

     10.  Matters Relating to SeaVision Employees.
          --------------------------------------- 

      (a)  SeaVision's Obligations.
           ----------------------- 

          (i)  SeaVision's status under this Agreement is solely that of a
               independent contractor, and SeaVision at all times has the
               obligation and right to control all of the employees engaged by
               SeaVision to perform its obligations hereunder, and such persons
               are solely the responsibility of SeaVision.  As between any such
               employee and SeaVision, SeaVision hereby acknowledges that it is
               solely responsible for the payment of all

                                      -13-
<PAGE>
 
               wages, vacation pay, benefits and repatriation expenses to each
               of its employees.

          (ii) SeaVision may in its sole discretion, at its own expense and
               without interfering with Carnival's operations, replace its
               employees or transfer them between the Ships.

      (b) Responsibility for Payment of Certain Expenses.  Except as otherwise
          ----------------------------------------------                      
          expressly provided in this Agreement (including, without limitation,
          in subsection 7(c) herein), SeaVision is solely responsible for the
          payment of any medical and subsistence expenses or damages to
          SeaVision's employees arising from accident or illness.  Except as
          provided in subsection 10(g)(ii), SeaVision shall indemnify Carnival
          for any such expenses or damages incurred by Carnival.

      (c) No Maritime Liens.  SeaVision's employees do not have maritime liens
          -----------------                                                   
          on a Ship for any payments due to them in connection with their
          services for SeaVision.

      (d) Jones Act.  SeaVision's employees are not entitled to assert claims
          ---------                                                          
          against Carnival under Jones Act, 46 U.S.C. 688.

      (e) Employee Contracts.  In each of its written contracts with its
          ------------------                                            
          employees who will serve on any Ship, SeaVision will insert the
          following notice:

               "Your employer is a concessionaire of Carnival Corporation, the
               owner of the Ship.  You are subject to the control of your
               employer.  You are also subject to the authority of the Master
               for purposes of health, safety and discipline.  In your dealings
               with passengers you will refer to yourself as a member of the
               interactive television system team.  However, your employer is
               solely responsible for you, and neither the Ship nor Carnival
               Corporation, is obligated to you for any payments.  You are
               required to comply with the terms of any agreement and/or policy
               now existing, or hereafter entered into or adopted by Carnival
               Corporation, with respect to the carrying on board the Ship
               and/or use on board the Ship of any narcotics or other controlled
               substances that Carnival Corporation may deem necessary or
               desirable in view of the laws, regulations and policies of any
               governmental jurisdiction

                                      -14-
<PAGE>
 
               including, without limitation, the zero tolerance policy of the
               government of the United States of America."

      (f)  Ship's Articles.
           --------------- 

          (i)  SeaVision irrevocably appoints the Master of a Ship as its agent
               with the power of overall supervision of SeaVision's employees on
               board the Ship for purposes of health, safety, and discipline.
               The Master may delegate this supervisory power to the Ship's
               Staff, Captain and/or Purser.

          (ii) Only for purposes of health, safety and discipline and to
               facilitate compliance with the immigration laws applicable in a
               Ship's base port and other ports of call, SeaVision's employees
               will sign on ship's articles; but such adherence to ship's
               articles will not in any way detract from or modify the
               SeaVision's status as an independent contractor, and its
               relationship or its right and obligation to control its
               employees, as described in Sections 10(a) through 10(d), above.
               Carnival agrees to make all arrangements for SeaVision's
               employees to sign on and off ship's articles.

      (g)  Health and Documentation.
           ------------------------ 

          (i)  SeaVision will employ on-board the Ship only persons who are of
               good moral character as well as good health, who hold valid
               passports, visas, and all other permit required by any
               governmental authority having jurisdiction, in order that they
               may enter and leave the base port and other ports where the Ship
               may call.  Carnival agrees to arrange for all on-board
               immigration formalities and to accept responsibility for
               safekeeping of all passports or other immigration documents
               turned over to it by SeaVision's employees.

          (ii) SeaVision will at its own expense arrange for each of its
               employees to receive and pass a complete medical examination
               including a chest x-ray and blood test, immediately prior to
               serving on-board a Ship and periodically thereafter.  The report
               of such examination shall be forwarded to the Ship's doctor
               indicating that the employee is medically fit for service on-
               board the Ship in accordance with standards established by
               Carnival and applicable to its own crew.

      (h) Grooming.  SeaVision's employees will at all times keep themselves
          --------                                                          
          neatly groomed, well spoken, and suitably attired in SeaVision
          uniforms.

                                      -15-
<PAGE>
 
      (i) Removal.  In his/her discretion, the Master of a Ship may require,
          -------                                                           
          when he/she determines it necessary in his/her sole discretion to
          preserve health, safety or discipline on board the Ship, that any
          employee of SeaVision remove himself/herself and his/her belongings
          from a Ship at any time when the Ship is in port, and all repatriation
          expenses, if any, will be for SeaVision's account.  SeaVision shall be
          entitled to appeal such removal by referring the matter to Carnival
          for final determination, which determination shall be made in good
          faith.

      (j) Medical Care.  At SeaVision's request, and except as otherwise
          ------------                                                  
          provided in Section 10(g)(ii), Carnival will furnish without charge,
          regular and reasonable on-board medical care by a Ship's doctor, as
          well as medicines, for illness and injury suffered by SeaVision's
          personnel while aboard the Ship.

      (k) Prohibited Items.  SeaVision's personnel are not permitted:
          ----------------                                           

          (a)  To carry or consume aboard a Ship any firearms or weapons,
               narcotics, or other drugs which are prohibited in the Ship's
               ports, except pursuant to a program of  medical care under the
               direct supervision of the Ship's doctor;

          (b)  To consume alcoholic beverages aboard a Ship to the point of
               intoxication or to the point where, during the subsequent
               performance of their duties, such consumption could become
               apparent to the passengers;

          (c)  To board a Ship in an intoxicated state without the consent of
               the Master;

          (d)  To engage in gambling aboard a Ship in the Ship's casino or
               amongst themselves, or engage in any other illegal activity;

          (e)  To sell any merchandise to passengers (except in the course of
               their duties), or to purchase merchandise from the interactive
               system for resale.

     11.  SeaVision's Other General Obligations.
          ------------------------------------- 

      (a) Safe Stowage.  Subject to the approval of the Master of the Ship,
          ------------                                                     
          which approval shall not be unreasonably withheld or delayed,
          SeaVision will safely stow for sea and will maintain such safe stowage
          for sea of all of the System Hardware and Software and its other
          property, as well as all property belonging to Carnival which
          SeaVision uses to perform its obligations hereunder.

                                      -16-
<PAGE>
 
      (b) Unseaworthiness.  SeaVision will not knowingly or recklessly create an
          ---------------                                                       
          unseaworthy condition in the performance of its obligations hereunder.

      (c) Careful Operations.  SeaVision will care for the property of a Ship
          ------------------                                                 
          utilized by SeaVision in performance of its obligations hereunder in a
          careful, efficient and businesslike manner.

      (d) Compliance with Laws.  SeaVision will comply with all laws and
          --------------------                                          
          regulations (including but not limited to tax laws and regulations) of
          all governmental authorities having jurisdiction, relating to
          gambling, immigration, repatriation and its operations hereunder.
          Carnival shall likewise reasonably assist and fully cooperate with
          SeaVision so as to enable SeaVision to comply with such laws and
          regulations and shall assist SeaVision to obtain any required
          licenses, permits, approvals and consents.

      (e) Damaged Property.  Each party will, at its own expense, repair or
          ----------------                                                 
          replace the other party's property which is damaged by the negligent
          acts of such other party's employees, over and above normal wear and
          tear.

     12.  Cruise Scheduling.  Sailing and other cruise periods shall be
          -----------------                                            
          scheduled at the sole discretion of Carnival, who will promptly
          furnish SeaVision with an initial cruise and overhaul schedule of the
          Ships as well as all changes to a previously delivered schedule within
          ten (10) days after such schedule is established or changed.  If
          notice as required herein is given by Carnival to SeaVision, then
          SeaVision shall have no claim against Carnival for any loss or damage
          arising from delay, lay up or schedule change of a Ship.

     13.  Photographs.  SeaVision shall not circulate any photographs of its
          -----------                                                       
          operations aboard a Ship for promotional purposes without the prior
          written consent of the persons who are the subject of the photographs
          and the prior written or oral consent of Carnival, which consent shall
          not be unreasonably withheld or delayed.

     14.  [Redacted - confidential treatment requested]

      (a) [Redacted - confidential treatment requested]

          (i)  [Redacted - confidential treatment requested]

          (ii) [Redacted - confidential treatment requested]

                                      -17-
<PAGE>
 
     15.  General Average and Salvage.
          --------------------------- 

      (a) General Average.  General Average shall be adjusted at New York
          ---------------                                                
          according to York-Antwerp Rules 1974, and as to matters not therein
          contained, according to the law and usages of the Port of New York.
          In case a general average statement be required, the same shall be
          adjusted by an Adjuster to be selected and appointed by Carnival and
          said Adjuster shall attend to the settlement and collection of the
          average, subject to the customary charges.  Notwithstanding anything
          herein to the contrary, the property of SeaVision shall not be
          required to contribute to general average adjustment and shall not be
          subject to any lien for general average adjustment.

      (b) Salvage.  In the event of accident, danger, casualty, damage or
          -------                                                        
          disaster before or after commencement of a voyage resulting from any
          cause whatsoever, whether due to negligence or not, for which, or for
          the consequences of which, the Ship is not responsible, by statute or
          contract or otherwise, SeaVision shall only be required to contribute
          with the Ship to pay salvage in respect to SeaVision's property; and
          SeaVision shall not be required to contribute to pay salvage awarded
          with respect to any other property.

      (c) Earned Salvage. SeaVision shall not be entitled to participate in
          --------------                                                   
          earned salvage.

     16.  Both to Blame Collision Clause.   If a Ship comes into collision with
          ------------------------------                                       
          another ship as a result of the negligence of the other ship, and
          consequences of which Carnival is not responsible to SeaVision, by
          statute or contract or otherwise, SeaVision shall indemnify Carnival
          against all loss or liability of the other ship or her owners insofar
          as such loss or liability represents loss of or damage to or any claim
          whatsoever of SeaVision, paid or payable by the other ship or her
          owners to SeaVision and set off, recouped or recovered by the other
          ship or her owners as part of their claim against the Ship or
          Carnival.  The foregoing provisions shall also apply where the owners,
          operators or those in charge of any ship or ships or objects other
          than or in addition to, the colliding ships or objects are at fault in
          respect of collision or contact.

     17.  Termination by Withdrawal or Requisition.
          ---------------------------------------- 

          (a) [Redacted - confidential treatment requested]

                                      -18-
<PAGE>
 
      (b) Requisition of a Ship.  If any Ship is requisitioned by any government
          ---------------------                                                 
          (including, but not limited to, the United States of America) for
          title or use and the requisition remains in effect for thirty (30)
          calendar days, then this Agreement shall be suspended, but not
          terminated for the duration of any such requisition.  Carnival shall
          have no liability to SeaVision in regards to the requisition.

     18.  Indemnification.
          --------------- 

      (a) SeaVision shall indemnify, defend and hold harmless Carnival 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 Carnival by reason
          of, arising out of or in connection with (x) any grossly 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, (y) SeaVision's failure to fully perform the terms of
          this Agreement or (z) any infringement or alleged infringement of the
          Carnival Marks by reason of the sale or delivery by the manufacturer
          (used by SeaVision) of the merchandise on which the Carnival Marks
          have been imprinted due to SeaVision's negligent failure to comply
          with Section 9(d) above, or SeaVision's negligence to use its best
          efforts to ensure and accept delivery of merchandise ordered by
          SeaVision on which the Carnival Mark(s) have been imprinted, except as
          otherwise provided herein.

      (b) Carnival 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 grossly negligent, willful or intentional act or omission
          of Carnival (or an employee, agent or representative of Carnival)
          committed or omitted, as the case may be, in the course of Carnival's
          performance of the terms of this Agreement, (y) Carnival's failure to
          fully perform the terms of this Agreement or (z) SeaVision's use of
          the Carnival Marks or any of them in accordance with the terms of this
          Agreement.

     19.  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

                                      -19-
<PAGE>
 
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 INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF CARNIVAL'S USE OF OR
INABILITY TO USE THE SYSTEM OR ANY PORTION THEREOF OR FROM ANY DELAY IN THE
SYSTEM ACHIEVING THE TECHNICAL PERFORMANCE STANDARDS OR FROM ANY DELAY IN THE
SYSTEM MEETING, OR ANY INABILITY OF THE SYSTEM TO MEET, CARNIVAL'S EXPECTATIONS
WITH RESPECT TO OPERATIONS OR PERFORMANCE, EVEN IF SEAVISION IS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.  [Redacted - confidential treatment requested]  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.

     20.  [Redacted - confidential treatment requested]

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

      (a) Carnival hereby agrees to execute and deliver to SeaVision, upon the
          reasonable request of SeaVision from time to time, such UCC-1
          financing statements and other documents as SeaVision shall reasonably
          require for the purpose of evidencing to Carnival and any third party
          SeaVision's continued ownership of all components (hardware and
          software) of any System (such financing statements and other documents
          to describe all such components and to be in the form required by
          applicable law).

      (b) SeaVision may 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.  Each such label may clearly indicate that SeaVision
          holds title to the component to which that label is affixed.

     22.  No Grant of Intellectual Property Rights.  Except as expressly set
          ----------------------------------------                          
forth herein, this Agreement does not and shall not grant to Carnival any
patent, copyright, trademark, trade secret or other intellectual property right
or license, express or implied.

     23.  Public Announcements.  The parties shall consult with each other and
          --------------------                                                
issue a public statement with respect to this Agreement as soon as is practical
after the date hereof.  During the term of this Agreement, Carnival shall
include a reference to SeaVision in any

                                      -20-
<PAGE>
 
and all public announcements or marketing materials referring to interactive
television services on-board the Ships.

     24.  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 binding arbitration under the auspices of and in accordance with
the then-prevailing Commercial Arbitration Rules of the American Arbitration
Association, and any such arbitration shall be conducted in Miami, Florida.  The
costs and expenses of arbitration, including, without limitation, attorneys'
fees, shall be borne ultimately as the arbitrator(s) direct.  The parties hereby
consent to the jurisdiction of any arbitration held in said locale in accordance
and in connection herewith and hereby consent to comply with the decision and
any award therein made.  The arbitration award may be enforced by any court of
competent authority in the same manner as a judgment by a court of law and/or
equity.

     25.  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 and
that its execution, delivery and performance thereof will not constitute a
default by it under any other agreement to which it is a party.

     26.  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.

     27.  Assignment.  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 (i) no
such assignment by a party shall relieve that party of any of its liabilities or
obligations hereunder and (ii) SeaVision may not assign this Agreement or any of
its rights or obligations hereunder to any cruise line competitor of Carnival.
It is expressly understood and agreed that, except as provided to the contrary
in the preceding sentence, 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.

     28.  Successors.  This Agreement shall inure to the benefit of, and be
          ----------                                                       
binding upon, the respective successors and assigns of the parties hereto.

     29.  Effectiveness.  This Agreement shall be effective upon its execution
          -------------                                                       
by an authorized representative of each party hereto, which execution may for
all purposes be evidenced by facsimile transmission of a counterpart signature
page of this Agreement.

                                      -21-
<PAGE>
 
     30.  Governing Law.  This Agreement shall be governed by and construed in
          -------------                                                       
accordance with the laws of the State of Florida, without regard to its
principles of conflicts of laws.

     31.  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.

     32.  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:

     If to SeaVision:    SeaVision, Inc.
                         13320 State Route 7
                         Lisbon, Ohio 44432
                         Attn: Brian K. Blair

     If to Carnival:     Carnival Corporation
                         Carnival Place
                         3655 N.W. 87th Avenue
                         Miami, FL 33178
                         Attn: Brendan Corrigan

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

     33.  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, if any, 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:____________________________

                                      -22-
<PAGE>
 
ATTEST/WITNESS:               CARNIVAL CORPORATION



_______________________       By:_____________________________
Its:___________________       Its:____________________________

                                      -23-
<PAGE>
 
                                   EXHIBIT A

                 Hardware and Software Components of the System
                 ----------------------------------------------


                 [Redacted - confidential treatment requested]

                                      -24-
<PAGE>
 
                                   EXHIBIT B

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


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

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

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

       .  Shore Excursion Ordering:  Passengers will be able to watch videos of
          shore excursions and purchase tickets for shore excursions on and
          through the System by using their television remote-control.  Orders
          will be printed out in the Shore Excursion Office of the applicable
          Ship, with tickets in respect thereof to be delivered by Carnival
          personnel.  The System will provide appropriate inventory control or
          will interface with Carnival's inventory control system.

       .  Wine Ordering:  Passengers will be able to view a wine menu on the
          System and order their selection with their television remote-
          controls.  Orders will be printed out in the Wine Steward's office or
          wine cellar, for delivery by Carnival personnel at the designated
          meal.  Cabin accounts will be charged accordingly.

       .  Passenger Folio Review:  Each passenger will be able to use the System
          to review a summary of their on-board account.

          Carnival shall be responsible for providing all ticket stock, videos
          and photographs for shore excursions and wine ordering.  Carnival may
          choose, at its option, to produce its own videos and photographs,
          retain SeaVision for this purpose and reimburse SeaVision for all its
          costs incurred in connection with producing the same, or contract with
          a third party to produce such videos and/or photographs, provided,
          however, that any videos and photographs produced by any such third
          party shall in all ways meet SeaVision's technical standards for use
          on the System.  If Carnival elects to have SeaVision produce any such
          videos or photographs, SeaVision shall provide Carnival with detailed

                                      -25-
<PAGE>
 
          cost estimates prior to the initiation of video and photograph
          production, and such estimates shall be subject to Carnival's written
          approval.  Such estimates will include the cost of pre-production
          scripting and preparation and the cost of sending crews aboard
          Carnival's Ships for taping, photographing and post-production
          editing.  Carnival shall pay these costs directly to SeaVision as a
          vendor.  [Redacted - confidential treatment requested]  Carnival shall
          make its library of videos and photographs for shore excursions used
          in connection with the Initial Ship available to SeaVision for
          SeaVision's use in connection with the conduct of its business.
          SeaVision shall make its library of videos and photographs for shore
          excursions available to Carnival for Carnival's use on the System in
          connection with the conduct of its business.

       .  Interface with Carnival's Property Management System: Each System will
          interface with the applicable Ship's property management system to
          enable appropriate charges to be applied to passenger accounts.
          Carnival shall undertake at its own cost any programming necessary to
          allow the applicable Ship's property management system to effectively
          interface with the System.

       .  Access Control:  The System will be designed to limit access to only
          those persons who are adult passengers or who are minors under adult
          supervision.  Passengers will be able to limit access to various
          services, such as gaming and adult programming, by enabling lock-out
          codes and using password procedures, all of which shall be subject to
          Carnival's approval which shall not unreasonably be withheld, delayed
          or conditioned.

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

Services to be Provided at No Charge, but Contingent Upon Carnival Providing the
- --------------------------------------------------------------------------------
Appropriate Content
- -------------------

       .  Ports of Call and Shopping Information: Passengers will be able to use
          the System to obtain information regarding on-board shopping, ports of
          call and shopping at ports of call.
  
       .  Cruise Information:  Passengers will be able to use the System to view
          cruise information about Carnival cruises and to request additional
          on-board cruise information.

       .  Gaming Tutorial: Passengers will be able to use the System to view in-
          cabin gaming and casino video tutorials.

                                      -26-
<PAGE>
 
       .  Ship Position and Weather Information: Passengers will be able to use
          the System to obtain information regarding the Ship's position
          throughout the cruise and to obtain weather information.

       .  Safety Instructions:  Passengers will be able to view general safety
          instruction videos on the System.

       .  Emergency Broadcast Messages:  Designated members of the Ship's crew
          will be able to use the System to deliver emergency broadcast messages
          to all televisions connected to the System.

       .  Passenger Evaluations:  Designated members of the Ship's crew will be
          able to use the System to collect information from passengers
          regarding passenger evaluation of various activities and services.

       .  CARNIVAL CAPERS:  Passengers will be able to view CARNIVAL CAPERS from
          any television connected to the System, with dynamic updating of
          CARNIVAL CAPERS by the Ship's staff at any time.


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

NOTE: Carnival 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 [Redacted - confidential treatment requested] that will be
          levied for each such order and charged to such passengers' respective
          cabin accounts.  Subject to Carnival's approval, adult programming may
          be offered.

       .  Gaming Options: Passengers will be able to play video slots, poker and
          blackjack on the System, when permissible under applicable laws. The
          payoff percentages shall be the same as those paid by Carnival in its
          on-board casinos. Any additional games that SeaVision may desire to
          provide on the System, or changes to the rules of existing games,
          shall be subject to the parties' mutual agreement. Any changes to the
          rules of existing games must be approved by Carnival. SeaVision will
          determine the value of each individual credit that passengers may
          purchase and charge to their cabin accounts. Credits may be redeemed
          at a location designated by Carnival.

                                      -27-
<PAGE>
 
       .  Shopping:  SeaVision will offer passengers shopping videos and
          interactive video shopping on and through the System.  [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.

          Carnival shall retain the right to approve such third party
          advertisers as will be given access to the System and the manner in
          which any such advertising is presented.  Carnival shall designate the
          individual responsible for granting such approvals on its behalf, and
          such individual shall provide SeaVision with general guidelines for
          advertising and marketing activities and the procedure SeaVision shall
          follow in submitting advertising and marketing proposals for
          Carnival's consideration.  Carnival shall notify SeaVision of its
          approval or denial of an advertising or marketing proposal within 30
          days after SeaVision's written submission thereof.  In the event
          Carnival fails to notify SeaVision of its decision within that period,
          it shall be deemed to have approved that written submission.  Carnival
          will be entitled to a portion of the Adjusted Gross Revenues generated
          by such advertising and marketing promotions on the System, pursuant
          to and in accordance with the terms of Section 3 of the Agreement.

Miscellaneous Optional Services (To be offered
- ----------------------------------------------
only upon the mutual agreement of the parties)
- ----------------------------------------------

       .  Digital Photography:  Passengers will be able to view in their cabins
          personal photographs taken by the on-board photo concessionaire.  The
          System will display the photographs allowing the passengers to
          purchase a variety of sizes and poses.  This service can include,
          subject to Carnival approval, kiosk-based applications which will
          provide an entertaining and easy-to-use graphical, touch screen
          interface to purchase "instant" photographs with a wide variety of
          backgrounds and in various sizes.  Allocation of the digital
          photography revenues, less cost of materials, will be determined by
          the mutual agreement of the parties as a condition to this service
          being provided.

       .  Services Reservations:  Passengers will be able to place reservations
          for on-board personal services and functions.

       .  Electronic Messenger:  Electronic messages will be able to be sent to
          individual passengers or to designated groups of passengers.

       .  Tutorial Video:  Passengers will be able to view a System tutorial
          video.

                                      -28-
<PAGE>
 
       .  Cabin Maintenance:  The crew of the Ship will be able to centrally log
          cabin maintenance requirements.

       .  Kiosks:  Upon terms and subject to conditions to be agreed upon by the
          parties.

                                      -29-
<PAGE>
 
                                   EXHIBIT C

                     SeaVision Production Services Charges
                     -------------------------------------


     Field Production Video

     .  Shore Excursions    [Redacted - confidential treatment requested]
          Gaming Demonstrations
          Health Spa Promotional Piece
          Shopping Items (shooting in studio)
     .  Passenger Questionnaire Intro by CEO
 
                                   Post Production Video
 
     .  Editing                [Redacted - confidential treatment requested]
          MPEG Process
 
          Tape Stock/Beta SP

     Post Production Audio

     .  Studio Time            [Redacted - confidential treatment requested]
     .  Voice Over Talent for Shopping, Shore Ex.
          Editing
          Music Background
          Copywriting
          WAV Formatting
          MPEG Audio Formatting
 
          Tape Stock/DAT

     Screen Production

     .  Static Screen
          Animation Screen

     Foreign Language Translation

     .  Language Translations  [Redacted - confidential treatment requested]
          Voice Over Talent
          Studio Time
          Screen Translations

                                      -30-
<PAGE>
 
     [Redacted - confidential treatment requested]

                                      -31-
<PAGE>
 
                                   EXHIBIT D

                            Implementation Schedule
                            -----------------------

                 [Redacted - confidential treatment requested]

                                      -32-
<PAGE>
 
                                   EXHIBIT E

                 Technical Performance Standards of the System
                 ---------------------------------------------


                 [Redacted - confidential treatment requested]

                                      -33-
<PAGE>
 
                                   EXHIBIT F

                                 Carnival Marks
                                 --------------


                 [Redacted - confidential treatment requested]

                                      -34-
