
<PAGE>
 
                                                                Exhibit 10.13


                     THE MARKED PORTIONS OF THIS AGREEMENT
                     HAVE BEEN OMITTED AND FILED SEPARATELY
                        WITH THE COMMISSION PURSUANT TO
                     A REQUEST FOR CONFIDENTIAL TREATMENT.


                                   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
<PAGE>
 
               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.
               Notwithstanding anything to the contrary elsewhere in this
               Agreement, if Carnival requests customized applications displays
               on the television screens, all such displays must be compatible
               with the then existing technical standards of the System, and
               Carnival shall bear the cost of the development of such screens,
               which costs will be in accordance with Exhibit C attached hereto.
               The installation of the System on the Initial Ship will be in
               accordance with the 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:

                                      -2-
<PAGE>
 
          (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 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)  Furnish crew accommodations on-board each Ship upon which the
                System is then installed on mutually-agreeable dates, to allow
                SeaVision senior personnel to monitor the on-going performance
                of the System and SeaVision's personnel and for the purpose of
                determining whether enhancements and improvements to the System
                should be recommended.
                
          (iii) Furnish crew accommodations to the Operator on board any Ship,
                which accommodations shall be comparable to those provided by
                Carnival to its crew staff of similar rank on that Ship.
                SeaVision understands and agrees that such accommodations may
                consist of a double cabin which the Operator may be required to
                share with Carnival personnel. Carnival shall also provide the
                Operator with meals and all other perquisites that it provides
                to its employees of similar rank.

          (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.

                                      -3-
<PAGE>
 
          (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.

          (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) Unless sooner terminated in accordance with the terms of this
          Agreement, the initial term of this Agreement (the "Initial Term")
          shall commence on the date first written above and shall expire on the
          first anniversary of such date. If neither party theretofore exercises
          its respective rights under Section 5 herein to terminate this
          Agreement upon or prior to the expiration of the Initial Term, the
          term of this Agreement shall automatically renew on the expiration of
          the Initial Term for an additional period of five (5) years. If, prior
          to the expiration of the Initial Term or such five (5) year renewal
          term, Carnival designates a fourth Ship upon which SeaVision is to
          install the System (counting the Initial Ship as the first such
          designated Ship), then upon such designation by Carnival, the
          remaining term of this Agreement shall be lengthened or shortened, as
          the case may be, such that the remaining term of this Agreement shall
          be three (3) years from the date of such designation by Carnival.
          Thereafter, unless terminated by either party in accordance with the
          terms of Section 5 herein, on each occurrence of a date that is

                                      -4-
<PAGE>
 
          two (2) years prior to the then effective expiration date of the term
          of this Agreement, the term of this Agreement automatically will be
          extended for one (1) additional year until either party delivers
          written notice to the other stating that the term of this Agreement
          will not be further extended.

      (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) During the six (6) month period commencing on the date hereof,
          Carnival shall not enter into any agreement with a third party for the
          installation, operation or maintenance of an interactive television
          system on board any Carnival Cruise Line-brand cruise vessel.

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

      (a) For each calendar month of the term of this Agreement, the Adjusted
          Net Revenues (as defined below) for all cruises completed during that
          calendar month will be allocated between Carnival and SeaVision as
          follows:

          (i)  If the aggregate of all of the Adjusted Net Revenues generated by
               all of the Systems then or theretofore installed on-board the
               Ships, from the commencement of this Agreement, is less than the
               product (hereinafter referred to as "Investment Recovery")
               obtained by multiplying the number of Ships on which a System is
               then installed by [Redacted -confidential treatment requested]
               then Carnival shall be entitled to retain [Redacted -            
               confidential treatment requested] of the Adjusted Net Revenues
               for cruises completed during that calendar month and shall
               promptly remit the remaining [Redacted -confidential treatment
               requested] of such Adjusted Net Revenues to SeaVision in
               accordance with this Section 3; or

                                      -5-
<PAGE>
 
          (ii)  If the aggregate of all of the Adjusted Net Revenues generated
                by all of the Systems then or theretofore installed on-board the
                Ships, from the commencement of this Agreement, equals or
                exceeds the Investment Recovery and if the number of Ships is
                then [Redacted - confidential treatment requested] or less, then
                Carnival shall be entitled to retain [Redacted - confidential
                treatment requested] of the Adjusted Net Revenues for cruised
                completed during that calendar month and shall promptly remit
                the remaining [Redacted - confidential treatment requested] of
                such Adjusted Net Revenues to SeaVision in accordance with this
                Section 3; or
                
          (iii) If the aggregate of all of the Adjusted Net Revenues generated
                by all of the Systems then or theretofore installed on-board the
                Ships, from the commencement of this Agreement, equals or
                exceeds the Investment Recovery and if the number of Ships is
                then [Redacted - confidential treatment requested] or more, then
                Carnival shall be entitled to retain [Redacted - confidential
                treatment requested] of the Adjusted Net Revenues derived from
                video-on-demand and gaming services and [Redacted - confidential
                treatment requested] of the Adjusted Net Revenues otherwise
                derived from services listed on Exhibit B (unless otherwise
                specified on Exhibit B) for cruises completed during that
                calendar month and shall promptly remit the remaining [Redacted
                - confidential treatment requested] and [Redacted - confidential
                treatment requested] respectively of such Adjusted Net Revenues
                to SeaVision in accordance with this Section 3.

          (iv)  Notwithstanding the foregoing, any Adjusted Net Revenue-showing
                percentages set forth on Exhibit B for services mutually agreed
                upon by the parties after the date hereof shall take precedence
                over the foregoing percentages.
               
      (b) "Adjusted Net Revenues", for purposes of this Agreement, shall mean
          the aggregate of all monies paid to Carnival in connection with
          passengers' use of the revenue-generating and pay-per-view
          entertainment Services described on Exhibit B hereto and charged to
          such passengers' respective on-board accounts by Carnival (monies paid
          or payable in respect of shore excursions, room service orders and
          wine orders purchased or made on the System shall be retained
          exclusively by Carnival), less (i) the cost to SeaVision of goods sold
          in the case of products and services sold on the System, (ii) the cost
          to SeaVision of pay-per-view programming provided on the System, (iii)
          the commissions paid by SeaVision for advertising sold on the System,
          (iv) if the aggregate of all of the Adjusted Net Revenues generated by
          all of the Systems then or theretofore installed on-board the Ships,
          from the commencement of this Agreement, equals or exceeds the

                                      -6-
<PAGE>
 
          Investment Recovery, all costs of the Operator and any other costs
          incurred by SeaVision for the operation, maintenance and enhancement
          of any System (excluding any such enhancement costs incurred by
          SeaVision pursuant to its obligations under subsection 1(a)(iii)
          herein for the enhancement of the System generally and that are not
          attributable to any specific Ship or any specific installed System)
          which are approved by Carnival in writing, (v) [Redacted -
          confidential treatment requested] and (vi) credits paid by Carnival to
          passengers in the case of gaming on the System.  Any costs and
          expenses set forth in the foregoing clauses (i), (ii) and (iii)
          payable by SeaVision to any persons affiliated with SeaVision or its
          principals shall not be deductible unless approved in writing by
          Carnival, which approval shall not unreasonably be withheld, delayed
          or conditioned.  The aggregate amount of any costs and expenses set
          forth in the foregoing clauses (i) through (iv), inclusive, shall be
          paid over by Carnival to SeaVision, and Carnival shall be entitled to
          retain the aggregate amount of any costs and expenses set forth in the
          foregoing clauses (v) and (vi), all to the extent of monies paid to
          Carnival in connection with passengers' use of the revenue-generating
          and pay-per-view entertainment Services described on Exhibit B hereto
          and charged to such passengers' respective on-board accounts by
          Carnival, with any shortfall being carried over to succeeding months.

      (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

                                      -7-
<PAGE>
 
          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 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

                                      -8-
<PAGE>
 
          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 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

                                      -9-
<PAGE>
 
          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) Carnival shall have the right to terminate this Agreement, in its sole
          discretion, at the expiration of the Initial Term upon thirty (30)
          days' prior written notice to SeaVision, such termination to be
          without any penalty or other charges whatsoever and each party shall
          thereupon be released from its respective obligations hereunder,
          except for those obligations which expressly survive the termination
          of this Agreement.

      (b) If the term of this Agreement is renewed for an additional period of
          five (5) years pursuant to the terms of subsection 2(a) herein, then
          unless Carnival requests that SeaVision install the System on a fourth
          Ship, Carnival shall have the right in its sole discretion to
          terminate this Agreement in its sole discretion upon six (6) calendar
          months' prior written notice thereof to SeaVision, such termination to
          be without any penalty or other charges whatsoever and each party
          shall thereupon be released from its respective obligations hereunder,
          except for those obligations which expressly survive the termination
          of this Agreement.

      (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 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

                                      -10-
<PAGE>
 
          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 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 at an aggregate
          purchase and license price equal to [Redacted -confidential treatment
          requested] less the aggregate amount of all Adjusted Net Receipts paid
          over to SeaVision under Section 3 herein in respect of that Ship. 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, all for an aggregate

                                      -11-
<PAGE>
 
          purchase and license price of [Redacted - confidential treatment
          requested] per Ship. 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 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) [Intentionally left blank]

      (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 (not to exceed $500,000) in the insurance policy,
               SeaVision agrees to reimburse Carnival for the amount of the
               deductible applicable in such loss or damage.

                                      -12-
<PAGE>
 
          (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.

      (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

                                      -13-
<PAGE>
 
          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 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

                                      -14-
<PAGE>
 
               received by SeaVision within forty-five (45) days after
               Carnival's receipt of such materials and/or information.

      (d) Purchase Orders.  SeaVision shall ensure that all orders it places
          ---------------                                                   
          with Manufacturers for Merchandise be imprinted with the Carnival
          Mark(s) have been approved by Carnival as provided in Section 9(c),
          are paid and delivered to, or otherwise obtained by, SeaVision on a
          timely basis; and shall use its reasonable best efforts to ensure that
          the following language is inserted into or delivered for signature
          with all purchase orders and/or agreements for the manufacture of
          merchandise to be imprinted with the Carnival Mark(s):

          Manufacturer agrees to notify Carnival Corporation ("Carnival"),
          attention Legal Department, 3655 N.W. 87 Avenue, Miami, Florida  33178
          (Telefax: 305- 471-4758), by telefax and by certified mail, return
          receipt requested, in the event SeaVision, Inc. fails to pay for
          and/or take delivery of any goods and/or merchandise imprinted with
          the trademarks, service marks, design logos and/or artwork of Carnival
          (the "Carnival Marks") within forty-five (45) days after receipt of
          invoice for same; and Carnival shall have the right of first refusal
          to purchase such merchandise upon the terms thereof.  Any merchandise
          which is not in compliance with the quality and graphics standards
          issued by Carnival regarding the Carnival Marks of which manufacturer
          has been informed in writing prior to manufacture shall, wherever
          possible, be corrected by manufacturer to the specifications of such
          standards or, if not possible, shall be offered to Carnival at the
          direct cost of production.

                                      -15-
<PAGE>
 
      (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.
                 
           (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

                                      -16-
<PAGE>
 
          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 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

                                      -17-
<PAGE>
 
               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 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.

                                      -18-
<PAGE>
 
          (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.

      (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.
          ------------------------------------- 

                                      -19-
<PAGE>
 
      (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.

      (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.  Change of Status.
          ---------------- 

      (a)  Sale or Charter of Ship.
           ----------------------- 

                                      -20-
<PAGE>
 
          (i)  Carnival may sell or charter a Ship during the term of this
               Agreement to bona fide third parties not affiliated with
               Carnival.  Upon ninety (90) days prior written notice to
               SeaVision of the anticipated closing date, the concession granted
               hereunder in respect of such Ship shall terminate.

          (ii) Upon sixty (60) days prior written notice to SeaVision, Carnival
               may sell or charter a Ship during the term of this Agreement to a
               corporation which controls, is controlled by or is under common
               control with Carnival ("Carnival Affiliate"), provided that
               Carnival Affiliate (i) has the authority to operate such vessel
               and (ii) assumes, in full, immediately following the closing
               date, the obligations of Carnival under this Agreement in respect
               of such Ship and fully recognizes SeaVision's rights thereunder.

     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

                                      -21-
<PAGE>
 
         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) Withdrawal of a Ship From Trade.  Upon at least 90 days prior written
          -------------------------------                                      
          notice to SeaVision (advising SeaVision of the effective date of the
          withdrawal and the expected period of the withdrawal), Carnival may in
          its sole discretion withdraw a Ship from the cruise trade
          ("Withdrawal") and, upon Withdrawal, this Agreement shall terminate as
          to such Ship; provided, however, as to Withdrawals for a duration that
          will not extend beyond the term of this Agreement, SeaVision shall
          have the right to cause this Agreement to merely be suspended as to
          such Ship for the duration of the Withdrawal, rather than terminated,
          upon written notice to Carnival.

      (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

                                      -22-
<PAGE>
 
          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 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. IN ADDITION THERETO, SEAVISIONS'
LIABILITY FOR DIRECT DAMAGES OF CARNIVAL ARISING OUT OF ANY OF THE FOREGOING
SHALL IN NO EVENT EXCEED THE AMOUNT OF TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) IN RESPECT OF ANY SHIP OR THE AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS
($500,000) IN THE AGGREGATE. 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.  Escrow Agreement.  At the request of Carnival, SeaVision shall enter
          ----------------                                                    
into an escrow agreement providing for SeaVision's escrow of the source code for
the System upon terms mutually agreeable to SeaVision and Carnival (including,
without limitation, the release of the source code to Carnival if SeaVision
becomes insolvent or if SeaVision fails to provide support services under
subsection 5(h) herein) and with an escrow agent mutually acceptable to
SeaVision and Carnival.

     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

                                      -23-
<PAGE>
 
          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 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.

                                      -24-
<PAGE>
 
     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.

     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.

                                      -25-
<PAGE>
 
     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:
    ----------------------                      -----------------------


ATTEST/WITNESS:               CARNIVAL CORPORATION

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

                                      -26-
<PAGE>
 
                                   EXHIBIT A

                  Primary Hardware and Software Components of
                     the System to be provided by SeaVision
                     --------------------------------------


Components:

     .  Digital File Server - Pentium based server machine [Redacted -
        confidential treatment requested]

     .  Communications Control Processor - Pentium based server with [Redacted -
        confidential treatment requested]

     .  SeaVision Interactive Allocator - Version 1.2 software for [Redacted -
        confidential treatment requested]

     .  SeaVision ISP Session - Version 1.2 software for [Redacted -
        confidential treatment requested]

     .  SeaVision Database Engine - Version 1.2 software for [Redacted -
        confidential treatment requested]

     .  SeaVision CCP Interface - Version 1.2 software for [Redacted -
        confidential treatment requested]

     .  SeaVision SPMS Protocol - Network interface specification to enable
        development of custom interface to property management system.
<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
          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
<PAGE>
 
          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.  Notwithstanding the foregoing, the parties have agreed, in
          respect of the Initial Ship, to [Redacted - confidential treatment
          requested] the cost of producing shore excursion videos not available
          as of this date in SeaVision's library, which videos will then be
          available to both parties for their use.  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.
<PAGE>
 
     .    Gaming Tutorial:  Passengers will be able to use the System to view 
          in-cabin gaming and casino video tutorials.

     .    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 (subject to Carnival's consent not to unreasonably be
          withheld) 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.
<PAGE>
 
     .    Shopping:  SeaVision will offer passengers shopping videos and
          interactive video shopping on and through the System.  Carnival will
          retain the right to approve the items offered for sale and the vendors
          providing those items.  In the event Carnival elects to offer its own
          items for sale on and through the System, Carnival shall pay all
          related production costs incurred by SeaVision directly to SeaVision
          as a vendor and SeaVision will be entitled to a share of the Adjusted
          Net Revenues generated therefrom (net of the costs to Carnival of the
          goods sold) pursuant to and in accordance with the terms of Section 3
          of the Agreement (except that Carnival shall be entitled to retain
          [Redacted -confidential treatment requested] of such Adjusted Net
          Revenue).  Access to the System by concessionaires on board the
          applicable Ship, including but not limited to the on-board shops,
          casino, beauty salon and spa, and photographer, will be by agreement
          between SeaVision, Carnival and those vendors.  Carnival will be
          entitled to [Redacted - confidential treatment requested] of the
          Adjusted Net Revenues generated by any fees paid by such purveyors,
          pursuant to and in accordance with the terms of Section 3 of the
          Agreement.

     .    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
<PAGE>
 
          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.

     .    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.
<PAGE>
 
                                   EXHIBIT C

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

Field Production Video
<TABLE>

<S>   <C>                                        <C>
 
 .     Shore Excursions                           **
      Gaming Demonstrations                      **
      Health Spa Promotional Piece               **
      Shopping Items (shooting in studio)        **
 .     Passenger Questionnaire Intro by CEO       **
 
Post Production Video
 
 .     Editing                                    **
      MPEG Process                               **
                                                 **
      Tape Stock/Beta SP                         **
 
Post Production Audio
 
 .     Studio Time                                **
 .     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                      **
      Voice Over Talent                          **
      Studio Time                                **
      Screen Translations

** [Redacted - confidential treatment requested]
</TABLE>
<PAGE>
 
     Such charges may be adjusted from time to time by SeaVision, but,
     throughout the term of this Agreement, SeaVision shall not offer more
     favorable rates than those then in effect hereunder to any of its other
     customers.
<PAGE>
 
                                   EXHIBIT D

                      Preliminary ITV Deployment Schedule
                           for Carnival Cruise Lines
                           -------------------------
<TABLE>
<CAPTION>
                                               Task                                                  Date
================================================================================================================
 <S>                                                                                                 <C>
 
 Formalize Operating Agreement or Date of Designation                                                2/15/96
 
 Provide Carnival Cruise Lines (CCL) with phased deployment strategy document.  This                 3 days
 document will serve as the primary reference for all technical and operational issues
 relative to the installation and operation of the ITV system.  All SeaVision and CCL staff
 that are actively participating in the coordination of the ITV system installation will receive
 a copy of this document.  The document will be updated and redistributed on a weekly
 basis to reflect new discovery and operating decisions that are made through out the initial
 development period.
 ----------------------------------------------------------------------------------------------------------------

 Facility assessment document delivered to CCL.  This document will aid CCL in preparing             4 days
 for a ship board survey of the ships RF distribution system, broadcast control center,
 property management system, and other related facilities.  The document will request items
 like copies of the ships RF distribution design drawings, floor plans for the broadcast
 center, and information on the make and model of the cabin televisions.
----------------------------------------------------------------------------------------------------------------
 
 Initial strategy meeting takes place at CCL's Miami office to discuss each ITV application          week 1
 module in detail.  This meeting will involve department heads from the following areas:
 Food and Beverage, Casino, Shore Excursion, Hotel operations, MIS, Reservations, and
 Entertainment.  The basic functionality of each ITV module will be discussed and adjusted
 based upon the capabilities of the respective ship board system or service that it will be
 associated with.  Installation timetables are reviewed and finalized.  A review of all
 content to be provided by CCL is completed, turn around times are agreed upon.   Content
 to be provided by CCL includes items like shore excursion videos, wine labels and room
 service menus.  CCL will also be requested to provide certain props to aid in the screen
 production.  For example, CCL casino chips for the gaming module.
 ----------------------------------------------------------------------------------------------------------------

 Two person team arrives on the ship to perform a thorough survey of the ships facilities.           week 2
 While on board, the survey team will complete a test of the integrity of the existing RF
 plant and complete an engineering design for upgrade of the plant to a bandwidth of 750
 MHz with and two way data path.  Select a primary and secondary location for placement
 of the ITV server and subsystem racks.  Meet with Chief Engineer and agree on a final
 location and specify power requirements for operation of the system.  Qualify locations for
 remote peripheral devices.  For example, pantry printers.
----------------------------------------------------------------------------------------------------------------
 
 Network engineer meets with CCL PMS manager to specify interface protocol and                       week 2
 development schedule.
 ----------------------------------------------------------------------------------------------------------------

 SeaVision marketing and operations staff to meet with ships Hotel Director while ship is in         week 2
 port.  Hotel Director is debriefed as to how the system will integrate with the day to day
 operations of the vessel.  Subsequent orientation meetings are scheduled with the Chief
 Steward, Food and Beverage Manager, Shore Excursion Manager, and Cruise Director.
----------------------------------------------------------------------------------------------------------------
 
 Progress meeting in Ohio with CCL management team to review and sign off initial screen             week 3
 designs, story boards, and voice prompts.
----------------------------------------------------------------------------------------------------------------
 
 Engineering and design of the cabin TV interface.                                                   week 4
 ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                                                 <C>
----------------------------------------------------------------------------------------------------------------
 Progress meeting in Ohio with CCL management team to complete final review of all                   week 5
 content production.
----------------------------------------------------------------------------------------------------------------
 
 Begin testing of PMS interface via ISDN Internet connection between CCL Miami office                week 6
 and SeaVision Oakland office.
----------------------------------------------------------------------------------------------------------------
 
 Six person installation team arrives on board the ship.  Four installer technicians begin TV        week 6
 modification and cabin terminal control module installation at the rate twelve per day per
 person.  Two RF engineers begin upgrade and of distribution system.
 ----------------------------------------------------------------------------------------------------------------

 CCL ship board personnel complete necessary AC power circuits for ITV racks.                        week 6
----------------------------------------------------------------------------------------------------------------

 Two hardware engineers arrive on board to begin rack placement, wiring and testing.                 week 8
 ----------------------------------------------------------------------------------------------------------------

 All SeaVision and CCL provided content production is complete.                                      week 8
 ----------------------------------------------------------------------------------------------------------------

 Six person installation team completes all cabin TV's and terminal installations.  Final            week 9
 testing of RF system is complete.  Addendum's are added to the ship board RF
 engineering drawings to reflect the work performed by SeaVision.  Team departs ship.
 ----------------------------------------------------------------------------------------------------------------

 Two hardware engineers complete component installation and system power up.  Depart                 week 10
 ship.
----------------------------------------------------------------------------------------------------------------
 
 Two systems engineers arrive on board to begin software uploads and PMS interface                   week 10
 testing.
 ----------------------------------------------------------------------------------------------------------------

 SeaVision System Manager arrives on board for orientation of ships systems and to begin             week 10
 configuration of the ITV system.
 ----------------------------------------------------------------------------------------------------------------

 Dry run testing of system begins in designated passenger cabins occupied by SeaVision or            week 11
 Carnival personnel.
----------------------------------------------------------------------------------------------------------------

 Activation of SeaVision Interactive Services for Carnival Cruise Line passengers.  Systems          week 13
 engineers depart ship.  System manager assumes day to day operation of the ITV system.
================================================================================================================
 
</TABLE>
<PAGE>
 
                                   EXHIBIT E

                 Technical Performance Standards of the System
                 ---------------------------------------------
                                        
Server Capacity

     .    The system will be sized according to actual usage demand of the ship.
          Demand levels change throughout the term of the Agreement.  Some of
          the factors that effect sizing of the system include the following:

               [Redacted - confidential treatment requested]

     .    During routine operation of the system will meet [Redacted -
          confidential treatment requested] of the load demand [Redacted -
          confidential treatment requested] of the time.  As usage statistics
          from the system change, SeaVision will make periodic sizing
          adjustments to ensure the capacity of the system supports this load
          demand.

     .    Average wait time for logging onto the system should be no longer than
          [Redacted - confidential treatment requested]  Once on the system
          switching between services should be no longer than [Redacted -
          confidential treatment requested] including trace time, as if you were
          viewing the television at home.


RF System

     .    The SeaVision RF mixing network located in the BCC will support the
          ships existing Free to Guest channels.  A total of twelve channels
          will be allocated for this purpose.  The SeaVision RF mixing network
          will act as the final launch point for input the ships RF plant.

     .    The final output of the mixed signals will be +15dBmV flat +/-3dB.

     .    The ships existing launch amplifier will be set in accordance to the
          ships RF design specification but shall not exceed a +45 dBmV output
          level.  The maximum tilt shall not exceed 6 dB across the amplifiers
          entire bandwidth.

     .    The minimum Carrier to Noise ratio at the end of any RF trunk in the
          ships RF plant shall be 41 dB or better.

     .    Adjacent channel visual carriers shall not differ more than 3 dB.

     .    All passive devices will have a minimum port to port isolation of 20
          dB.
<PAGE>
 
     .    An RF return module will be added to the ships RF amplifiers, if the
          amplifiers will support the device.  If the amplifier will not support
          the RF return module then the entire amplifier modules will be
          removed.  Depending on availability, the new amplifiers will be of the
          same manufacturer and model series in order to utilize the existing
          housings and plant connections.
<PAGE>
 
                                   EXHIBIT F

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


1.  Carnival Marks
--  --------------
<TABLE>
<CAPTION>
 
         Mark                      Class Protection                    Status of U.S. Rights
----------------------------  -----------------------------  -------------------------------------------
<S>                           <C>                            <C>
 
Camp Carnival + design        39, 41, 42                     registered under #1853842 on 9/13/94
Carnival                      39, 41, 42                     registered under #1495405 on 7/5/88
Carnival                      41 (at sea)                    registered under #1489673 on 5/24/88
Carnival                      41 (land-based)                registered under #1591384 on 4/10/90
Carnival                      39 (airline)                   registered under #1592400 on 4/17/90
Carnival                      39, 42 (travel agency svcs.)   filed 8/30/95-Ser. #75/724, 010
Carnival Cruise Lines             39, 25                     registered under #1489408 on 5/24/88
Carnival Destiny              39, 41, 42                     filed 4/5/95-Ser. #74/656,424
Carnival's Cruise Vacation                                
  Protection Plan                                            common law rights
Carnival's Got the Fun!       39, 41, 42                     registered under #1487129 on 5/3/88
Celebration                   39, 41, 42                     registered under #1614283 on 9/18/90
Reverse-C logo                39, 41, 42                     registered under #1434247 on 3/24/87
Reverse-C logo                        39                     registered under #1594583 on 5/1/90
Ecstasy                       39, 41, 42                     registed under #1746109 on 1/12/93
Fantasy                                                      use by agreement with Chandris Fantasy Line
Fascination                   39, 41, 42                     filed 1/31/94-Ser. #74/485,088
Fly Aweigh                            39                     registered under #1089880 on 4/18/78
The Fun Ships                         39                     registered under #1112889 on 2/6/79
The Fun Ships                     41, 42                     registered under #1451397 on 8/14/87
The Fun Ships                 39 (airline)                   registered under #1593456 on 4/24/90
Holiday                           39, 41                     registered under #1655789 on 9/3/91
Imagination                   39, 41, 42                     filed 1/31/94-Ser. #74/485,086
Inspiration                   39, 41, 42                     filed 1/31/94-Ser. #74/503,432
Jubilee                       39, 41, 42                     registered under #1656449 on 9/10/91
*Most Popular Cruise Line                                 
  in the World                        39                     registered under #1630363 on 1/1/91
Sensation                     39, 41, 42                     registered under #1,937,420 on 11/21/95
Ship funnel (wing design)         39, 41                     registered under #1,814,770 on 11/30/93
Tropicale                     39, 41, 42                     registered under #1666109 on 11/26/91
Vacation People (The)         39, 41, 42                     registered under #1748912 on 1/26/93
We've Got the Fun!                    39                     registered under #1368211 on 10/29/85
We've Got the Fun!                41, 42                     registered under #1443595 on 6/16/87
What's Your Idea of Fun?      39, 41, 42                     filed 11/3/95-Ser. #75/014,930
**Your Kind of Fun            39, 41, 42                     registered under #1918884 on 10/10/95
</TABLE>

*    Official translation in the following languages:
     French:     La Ligne de Croisiere la Plus Populaire du Monde!
     German:     Die Beliebteste Kreuzfahrtlinie der Welt!
     Dutch:      De Meest Populaire Cruisemaatschappij ter Wereld
     Hebrew:     [written in Hebrew]
     Spanish:    La Linea de Cruceros Mas Conocida Del Mundo
     Italian:    Con La Compagnia di Navegazione Piu Famosa Nel Mondo
     Portugese:  A Companhia de Cruzeiros Mais Popular Do Mundo
**   Official Translation in the following languages:
     German:     Das richtige Vergnugen fur Sie
<PAGE>
 
     Portugese:  Onde voce se diverte como gosta
     Dutch:      Het plezier waar u naar zoekt
     Italian:    Scegli Il Tuo Divertimento!
     French:     A chacun son bonheur
     Hebrew:     (written in modern Hebrew)
     Spanish:    Tu Estilo de Diversion

2.   Marks and slogans developed or to be developed by Carnival or SeaVision for
     use on the System on board Carnival Vessels.

3.   Nautica Spa & Seahorse Design is the property of Nautica Apparel, Inc. and
     may only be used on the System on board Carnival Vessels in order to
     identify the services offered by the Nautica Spa and bathrobe sold therein.

4.   Any and all published or nonpublished material, marks, slogans, designs and
     photography in which Carnival has acquired intellectual property rights,
     including without limitation the names of casino games developed by or for
     the benefit of Carnival, the names of dining areas, lounges, bars, grills,
     casinos, discos, libraries and other locations on board Carnival Vessels.
