Interactive Television Agreement

Exhibit 10.2 THE MARKED PORTIONS OF THIS AMENDMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Interactive Television System Agreement This Interactive Television System Agreement (this "Agreement") is made as of the 21st day of October, 2002 (the "Effective Date") by and between Allin Interactive Corporation ("Allin"), a Pennsylvania corporation with its principal business address located at 400 Greentree Commons, 381 Mansfield Avenue, Pittsburgh, PA 15220 and Costa Crociere S.p.A. ("Costa"), an Italian corporation with its principal business address located at Via XII, Ottobre 2, 16121, Genoa, Italy. Recitals WHEREAS, Allin is in the business of, among other things, designing, developing, licensing and supporting computer software products and providing custom software development, system planning and migration, training and other consulting services; and WHEREAS, Carnival Corporation ("CC") has engaged Allin to design, develop and install an interactive television system on certain cruise vessels that are owned and operated by CC, its subsidiaries or affiliates, which includes, without limitation, Costa. The design, development and installation of the System (as defined below) shall be collectively referred to as the "Project" and WHEREAS, Allin and Costa desire to enter into this Agreement to set forth the terms and conditions which will govern the relationship between the parties in connection with the delivery, installation and maintenance of the System. NOW, THEREFORE, intending to be legally bound and in consideration of the mutual premises and obligations set forth herein, Allin and Costa agree as follows: 1. Definitions. In addition to the initially capitalized terms elsewhere defined in this Agreement, the following initially capitalized terms shall have the meanings as set forth in this Section 1: 1.1 Acceptance means acceptance of the System pursuant to Section 4.2, 4.3(1), 4.3(2) or 4.3(3). 1.2 Acceptance Criteria means the criteria mutually agreed upon by the parties pursuant to which performance of the System will be measured. 1.3 Acceptance Date means the date upon which acceptance of the System occurs in accordance with Section 4.2 herein. 1.4 Agreement means this Agreement and the exhibits hereto, as amended from time to time by mutual written agreement of the parties. 1.5 Application Software means the computer application software that Allin will develop for CC pursuant to the Software Development Agreement (as defined below). The terms "Application" and "Application Documentation" shall have the same meanings herein as such terms are defined in the Software Development Agreement.

1 1.6 Costa Environment means and includes the hardware, software and communications components, systems and other requirements required for installation of the System on Costa's cruise vessels as set forth and described on Schedule 1.6, as the same may from time to time hereafter be amended by the mutual agreement of Costa and Allin. 1.7 Custom Programming means specific or customized programming, interfaces and file conversions for the Application portion of the System that Allin provides for Costa at the request of Costa, pursuant to Section 6 herein. The Custom Programming that Costa currently envisions to be necessary is set forth and described on Schedule 1.7. Allin shall provide the Custom Programming described on Schedule 1.7 as Allin's responsibility at no additional charge to Costa. Any Custom Programming requested by Costa and not identified in Schedule 1.7 as Allin's responsibility will be handled pursuant to Section 6 herein. In addition to the object code and source code provided with any Custom Programming, such Custom Programming will include all specification documents, manuals, user guides, schematics, drawings, listings and standards relating thereto. 1.8 Deliverables means any and all items to be delivered by Allin to Costa under this Agreement, which includes, without limitation, the System, the Equipment, and all documents related thereto, manuals (including training manuals, tools and documentation), user guides, schematics, drawings, listings and standards relating to the System, or Allin's delivery and/or installation thereof, that are provided to Costa by Allin or such other items that the parties agree Allin will deliver to Costa under this Agreement. 1.9 Equipment means collectively the hardware and equipment purchased by Costa from Allin in connection with the System pursuant to Section 7 herein. 1.10 Installation Schedule means Schedule 1.10 to this Agreement that sets forth the time line for the delivery and installation of the System and its components on the cruise vessels of Costa that are listed on the Installation Schedule. The Installation Schedule of this Agreement shall be consistent with the Installation Schedule contained in the Master Agreement as the latter relates to Costa vessels. 1.11 Master Agreement means the agreement between CC and Allin that sets forth the general agreement between CC and Allin for the delivery and installation of the System. 1.12 Payment Schedule means Schedule 1.12 to this Agreement that sets forth the System Price and the payment terms relating thereto. The Payment Schedule of this Agreement shall be consistent with the Payment Schedule contained in the Master Agreement as the latter relates to Costa vessels. To the extent that the parties hereto agree upon any Custom Programming the Payment Schedule shall be amended accordingly. 1.13 Software Development Agreement means the Software Development Agreement executed by Allin and CC pursuant to which CC is purchasing the Application Software from Allin. 1.14 Support Services means the support and maintenance services for the System that Allin will provide to Costa pursuant to Section 9.2 herein. 1.15 System has the meaning set forth on Exhibit A. 1.16 System Price means the price that Costa will pay for the delivery and installation of the System as set forth in the Payment Schedule for the cruise vessels listed on the Installation Schedule. 1.17 System Deficiency means any deficiency that (a) causes an abnormal termination of processing by the System or that results or is likely to result in data corruption or any other erroneous processing of a nature that has or that reasonably may be expected to have a material adverse effect on Costa's normal business activities or business reputation (b) is attributable to a defect or deficiency in the Application Software, Custom Programming or other Deliverable, or (c) otherwise causes the System not to properly operate in conjunction with the Application Software, Custom Programming or other Deliverable.

2 2. Software Development Agreement . CC is purchasing the Application Software from Allin pursuant to the Software Development Agreement, under which Allin will design and develop the Application Software for the benefit of CC. The obligations of the parties under this Agreement are contingent upon acceptance of the Application by CC. Once the Application has been accepted by CC in accordance with the Software Development Agreement, the Application will be included as part of the System subject to this Agreement. Costa must obtain a license from CC to use the Application within the System pursuant to a separate license agreement. 3. Installation Schedule and Change Request Process . 3.1 Installation Schedule . The System and its components will be delivered and installed on the specific vessels of Costa pursuant to the Installation Schedule and as further described in Section 4 below. The Installation Schedule is subject to modification based upon Custom Programming which may be requested by Costa pursuant to the change request process described in Section 3.2 below and further subject to Costa's obligation to ensure that Costa's environment complies with the requirements set in Schedule 1.6 . 3.2 Change Requests . For any change Costa wishes to make to the Installation Schedule or for any desired Custom Programming, Costa shall notify Allin of the requested change specifying the change with sufficient details to enable Allin to evaluate it ("Change Request"). Change Requests shall be in writing either using the form attached hereto as Schedule 3.2 or otherwise providing substantially the same information. All Costa Change Requests shall be initiated by Giovanni Onorato or his designee and any responses thereto by Allin shall be directed to Mr. Onorato. Any Change Requests that take less than [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate will be assessed at no cost to Costa. If a Change Request will take longer than [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate, Allin will submit to Costa for its prior written approval the costs associated with such evaluation. Allin will thereafter only proceed if Costa has approved such evaluation costs. Allin shall accept any Change Requests unless Allin can show that the Change Request would be materially detrimental to the performance of the Application, materially contrary to the Solution Vision or have a material adverse effect on the Project Plan, or the Installation Schedule (as those terms not defined herein are defined in the Master Agreement). Notwithstanding the foregoing Allin shall have no obligation to proceed with any Change Request until the parties have mutually agreed upon (i) the cost and payment terms associated with such Change Request as well as, (ii) the impact that such Change Request has on the Project Plan, Application and/or Installation Schedule, except that Allin agrees that any cost proposals in connection with a Change Request will be reasonable and negotiated in good faith, and will be determined in a manner consistent with the System pricing. The provisions of this Agreement shall be deemed amended to incorporate any mutually agreed Change Requests. 4. System Installation, Testing and Acceptance . 4.1 Installation . In accordance with the dates set forth in the then current Installation Schedule, Allin shall (i) deliver and install the System in the Costa Environment, and (ii) deliver all Deliverables. In each case, Allin shall certify the completion thereof, in writing, to Costa. Subject to CC's ownership rights in the Application Software, title to the System shall pass to Costa upon Costa's payment of the applicable sum owed for installation on the applicable vessel as set forth in the Payment Schedule. 4.2 Acceptance Testing . Costa shall have [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] business days following the delivery and installation of the System (the "Acceptance Period") to test the System to ensure that it does not contain any System Deficiencies. The Delivery of the Costa Atlantica shall occur after the Costa Mediterannea per Schedule 1.10. The Acceptance of, and the Acceptance Date for, the System will occur upon the earlier of: (i) written notice from Costa to Allin stating that the System meets the Acceptance Criteria, or (ii) the expiration of the Acceptance Period without notice by Costa of nonacceptance. If the System is not accepted, Costa shall provide written notice to Allin no later than the last day of the Acceptance Period that describes in reasonable detail any System Deficiency. Acceptance by Costa shall not be unreasonably withheld.

3 4.3 Nonacceptance. In the event that Costa does not accept the System in accordance with Section 4.2 above, Allin shall be given a mutually agreed upon reasonable period of time, which shall in no event exceed [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] days, to review and correct any System Deficiency. Allin will remedy any material failure of the System and correct any System Deficiency. In the event that Allin cannot remedy any material failure or correct any System Deficiency after [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] days, then Costa shall allow for one additional [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] day test period, so long as Allin provides Costa with a written plan that describes Allin's plan to remedy the deficiencies in the upcoming [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] - day period and summarizes its efforts in the prior [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED]-day period. If the System is still not acceptable because of a material failure or a System Deficiency after the second [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] day test period, then Costa have shall one of the following options: (1) Deem the System to work in substantial conformity with applicable documentation and accept the System as is; or (2) Allow for one additional test period, by furnishing Allin with a written list specifying the remaining deficiencies in the System. Allin shall provide Costa with another written plan describing Allin's plan to remedy the deficiencies in the upcoming [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] - day period and summarizing its efforts in the prior [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] - day periods. Allin shall then have up to [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] days from the receipt of such notice to attempt to remedy such defects, which, if resolved, shall cause Costa to accept the System in writing; or (3) Costa may accept the System except for the non-conforming portions and receive a mutually-agreed price credit for the reasonable value of the non-conforming portion; or (4) If the System failure is considered "catastrophic", such that the basic functionality of the System does not work, then Costa can terminate the Agreement and receive a refund of all sums paid to Allin, less a reasonable fee for time and materials. If Costa terminates in accordance with (4) above, Costa shall, within 30 days of such termination, return the System and all Deliverables, and there shall be no further obligation or liability on the part of either party under this Agreement, except for obligations which have theretofore accrued and obligations which survive termination of this Agreement. 5. System Price and Payment . 5.1 System Price . In consideration of Allin's delivery and installation of the System and subject to Section 5.4 below, Costa shall pay to Allin the System Price as set forth in, and in accordance with, the Payment Schedule. 5.2 Other Fees . In addition to payment for the System in accordance with the Payment Schedule, Costa shall pay Allin for (i) any Custom Programming at the price mutually agreed upon for each Change Request, and/or (ii) any additional fees assessed by Allin in evaluating Change Requests in accordance with Section 3.2. 5.3 Taxes . Costa shall pay any and all taxes arising out of or relating to the transactions contemplated in this Agreement, excluding all taxes (i) imposed on or measured by Allin's net income, taxable income, capital gains; (ii) imposed for the privilege or on the exercise of Allin's franchise for doing business; (iii) imposed or measured by Allin's capital, net worth, loans or investments; or (iv) imposed or measured by Allin's gross income or gross receipts. 5.4 Payments . Allin will send Costa an invoice for each applicable vessel upon Allin's completion of an appropriate milestone that triggers a payment owed under this Agreement in accordance with the

4 Payment Schedule. Each of the amounts payable by Costa to Allin under this Agreement shall be due thirty (30) days after receipt of invoice. Costa's obligation to pay for any System is contingent upon the System's acceptance by Costa in accordance with the terms of this Agreement. Costa will not be deemed in breach or default of this Agreement on amounts disputed in good faith by Costa if Costa provides Allin with a detailed written description of any disputed amounts in a timely manner. 5.5 Expenses . Costa shall reimburse Allin for reasonable and documented out of pocket business expenses (travel, food, lodging, etc.) incurred by Allin personnel when they are working on the delivery and installation or for Allin personnel who are based outside of the South Florida area when attending meetings that are called at the request of Costa. Costa must approve in advance any Allin personnel who will provide services or attend any meeting. Allin will submit any proposed travel requests to Costa and Costa may at its discretion make travel arrangements on behalf of Allin (air, lodging and car rental) or at its discretion will provide reasonably suitable onboard accommodations on the applicable cruise vessel during installation of the System as required to install the System. Additional travel expenses will be presented to Costa with supporting documentation for reimbursement. 6. Custom Programming . 6.1 If Costa desires to obtain any Custom Programming for the System, Costa shall follow the Change Request Process set forth in Section 3.2 above. 6.2 Notwithstanding the foregoing, any Custom Programming, including but not limited to, all object code and source code shall be deemed work for hire and shall belong exclusively to Costa in accordance with Section 10. 6.3 Any Custom Programming will be subject to all of the terms and conditions of this Agreement, including, without limitation, the provisions of Acceptance Testing and Warranties. 7. Equipment . 7.1 Purchase of Equipment . In connection with the System, Costa shall purchase from Allin the Equipment set forth in Schedule 7.1 (as such schedule may be modified from time to time by mutual written agreement of the parties). The purchase price of such Equipment is included within the System Price. 7.2 Title . Allin shall sell and pass title to the Equipment to Costa proportionately upon payment of the System Price from time to time pursuant to Section 10.1 herein. Allin shall deliver title to Equipment free and clear of all liens and encumbrances, excepting those of parties claiming through Costa. 7.3 Shipping . Costa shall pay for the transportation charges for the Equipment (including but not limited to freight, rigging, and transit insurance). Costa shall not be obliged to pay any additional amount to Allin or to any third parties for installation of the Equipment. 8. Delivery and Site Responsibilities . Costa shall be responsible for preparing and maintaining the location of the Costa Environment and ensuring the Costa Environment is ready for the System at the time of installation. Except as set forth in Section 7.1 above, any equipment, cable, software, devices or other items necessary for the installation and operation of the System in the Costa Environment shall be purchased and installed by Costa. Costa is solely responsible for its use of the System and for the accuracy and adequacy of information and data furnished for processing. 9. S upport Services and Warranties . 9.1 Warranty of Performance . (a) Allin warrants for a period of ninety (90) days following date that Costa accepts the System in accordance with this Agreement (the "Warranty Period"), that the System and any Custom Programming when

5 operated on properly functioning Equipment and in the Costa Environment shall perform substantially in accordance with applicable documentation and without any System Deficiencies. During the Warranty Period, Allin shall correct failures of the System to perform as specified above. (b) For all Equipment, Allin shall pass through to Costa all assignable warranties received from the Equipment manufacturers. 9.2 Support Services . (a) During the Warranty Period, for support services which are not covered by the warranty of performance pursuant to in Section 9.1 above, Costa will pay Allin for any such support services on a time and materials basis. (b) Commencing on the first day following the expiration of the Warranty Period and continuing for a period of six (6) months (the "Initial Support Period") Costa shall pay to Allin $[REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] per month per cruise ship (the "Monthly Support Payment"). Payment by Costa of each Monthly Support Payment shall entitle Costa to [REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] hours of support services from Allin to be used by Costa as it deems appropriate for support of the System on its cruise lines. Subject to Costa's payment of the monthly Support Payment and any additional amounts due under this Section 9.2(b), Allin will provide the level of support services set forth on Schedule 9.2(b). Costa agrees to pay to Allin on a time and materials basis at an hourly rate of $[REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] for support services provided by Allin in excess of the aggregate number of monthly hours Costa is entitled to receive for its Monthly Support Payment(s). Allin will fix support rates for 2003 at $[REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] per hour and rates for 2004 at $[REDACTED ? CONFIDENTIAL TREATMENT REQUESTED] per hour. Prior to the expiration of the Initial Support Period, the parties agree to meet and discuss in good faith the then current levels and prices of Support Services to determine whether Costa desires that the level of Support Services be revised and the appropriate fee changes relating thereto, provided that the minimum fee for such Support Services shall be equal to the price (at Allin's then-current rates) for 10 hours of support services per month per cruise vessel and Allin shall provide the level of support services as described in Schedule 9.2(b). Notwithstanding the foregoing, Costa shall have the right at the end of the Initial Support Period to terminate support services by providing Allin with thirty (30) days prior written notice. 9.3 Further Warranties . (a) All services to be provided by Allin under this Agreement shall be performed in a competent and workmanlike manner by employees or contractors that have the proper skills, training and background to perform such services. (b) Allin will deliver all Deliverables to Costa free and clear of any liens, charges, encumbrances, and no other person or entity shall have any claim or ownership with respect to the Deliverables. Costa will be able to use the Deliverables without restriction, subject to Costa's payment in full of all amounts payable by Costa to Allin for the Deliverables. (c) Allin warrants that is has not purposely placed, nor is it aware of, any disabling code in the System or Custom Programming which would, without Costa's intervention, alter, destroy, adversely affect or inhibit the System or Custom Programming or Costa's use thereof. (d) To the best of Allin's knowledge, no existing or threatened proceedings against Allin will have a material adverse effect upon its ability to perform its obligations under this Agreement. (e) Allin warrants it is duly authorized by all requisite action to execute, deliver and perform its obligations under this Agreement. 9.4 Warranties of Costa

6 (a) Costa warrants that it will provide Allin with reasonable access to Costa's employees, facilities and information as may be reasonably requested by Allin in connection with the performance of Allin's services under this Agreement. (b) To the best of Costa's knowledge no existing or threatened proceedings will have a material adverse effect upon its ability to perform its obligations under this Agreement. (c) Costa warrants it is duly authorized by all requisite action to execute, deliver and perform its obligations under this Agreement. THE WARRANTIES IN THIS SECTION, ALONG WITH THE WARRANTIES SET FORTH IN THE SOFTWARE DEVELOPMENT AGREEMENT AND THE MASTER AGREEMENT, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWI ...