Restated Joint Marketing Agreement

Exhibit 10.22


AMENDED AND RESTATED JOINT MARKETING AGREEMENT


THIS AMENDED AND RESTATED JOINT MARKETING AGREEMENT (the "Agreement"), dated as of July 1, 1997 is between ALLIN COMMUNICATIONS CORPORATION ("Allin"), a Delaware corporation with its principal offices at 300 Greentree Commons, 381 Mansfield Avenue, Pittsburgh, Pennsylvania 15220, and ELECTRONIC DATA SYSTMES CORPORATION ("EDS"), a Delaware corporation with offices at 5400 Legacy Drive, Plano, Texas 75024.


WHEREAS, Allin and EDS entered into that certain Joint Marketing Agreement dated January 1, 1997 (the "Original Marketing Agreement"); and


WHEREAS, Allin and EDS desire to amend and restate the Original Marketing Agreement in its entirety as set forth below; and


NOW, THEREFORE, Allin and EDS hereby agree as follows:


1. Intent of Parties. EDS' Global Travel Services Industry Strategic
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Business Unit ("GTSI Business Unit") and Allin desire to establish an
arrangement whereby each party will cooperate with the other to enhance
their respective abilities to market their respective businesses which may
include jointly marketing the Allin Media and Information Platform (the
"Allin Platform"), which platform is a client/server environment and resides
upon the Windows NT operating system and utilizes the Microsoft SQL server
database engine and Allin's interactive television and digital imaging
applications are designed as direct extensions of the Microsoft BackOffice
suite.


2. Agreement. During the term of this Agreement, EDS and Allin will have the
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rights and obligations set out in this Agreement.


3. Term. The term of this Agreement will commence of the date of this
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Agreement (the "Effective Date"), and will end on the ten year anniversary
of the Effective Date, unless earlier terminated in accordance with the
provisions of this Agreement.


4. Marketing Activities. The GTSI Business Unit may market the Allin Platform
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during the term of this Agreement for interactive television prospects and
corporate and consumer digital photography prospects in the travel services
industries and may propose the Allin Platform to all such prospects for whom
the GTSI Business Unit believes that the Allin Platform is appropriate.


5. Payments. If EDS identifies a potential prospect for the Allin Platform,
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the parties will meet to discuss, in good faith, appropriate compensation
for EDS, and related software licensing, service and maintenance agreements.
If Allin identifies a potential prospect for EDS services, the parties will
meet to discuss, in good faith, appropriate compensation for Allin.
Notwithstanding the foregoing, Allin recognizes that EDS is in the business
of providing information technology services to its customers and the
parties agree and acknowledge that the requirements of certain third-party
customers may necessitate use of a media and information platform other than
the Allin Platform.


6. Confidentiality. Each party agrees that during the term of this Agreement
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and for a period of two (2) years thereafter, such party shall use the same
means it uses to protect its own confidential proprietary information, but
in any event not less than reasonable means, to prevent the disclosure and
to protect the confidentiality of both (i) written information received from
the other party which is marked or identified as confidential, and (ii) oral
or visual information identified as confidential at the time of disclosure
which is summarized in writing and provided to the other party in such
written form promptly after such oral or visual disclosure ("Confidential


Information"). The foregoing shall not prevent either party from disclosing
Confidential Information which belongs to such party or is (i) already known
by the recipient party without an obligation of confidentiality other than
under this Agreement, (ii) publ ...