Amended Interactive Television Agreement

Exhibit 10.13


November 26, 2001


VIA FACSIMILE/FIRST CLASS MAIL


Carnival Cruise Lines Attention: Myles 3655 NW 87th Avenue Miami, FL 33178


Re: First Amendment to Interactive Television Agreement dated February 20,
2001, by and between Allin Interactive Corporation and Carnival Cruise
Lines (hereinafter "First Amendment")


Dear Myles:


This letter is to amend the Interactive Television Agreement dated February 20, 2001, by and between Allin Interactive Corporation and Carnival Cruise Lines. Capitalized terms shall have the meaning as set forth in Section 1 of that Agreement.


Whereas, Allin will provide Support Services to CCL pursuant to Section 9.2 of the Agreement; and


Whereas Schedule 9.2(b) describes the Support Services to be provided.


Now, therefore, the parties desire to amend Schedule 9.2(b) as attached to this First Amendment.


In witness whereof, this Amendment has been duly executed by the parties hereto as of the date first above written.


Allin Interactive Corporation


By: /s/ Richard W. Talarico
----------------------- Its: Chairman & CEO
--------------


Carnival Cruise Lines, a division of Carnival Corporation


By: /s/ Myles Cyr
------------- Its: Vice President - CAO
--------------------


1


SCHEDULE 9.2(b)
---------------


Support Service Level


A. Tracking of Support Issues


Support issues will be tracked in CCL's problem management system (Clarify). Remote access to Clarify will be granted to Allin. CCL will provide the necessary software licenses and procedures for Allin to access and use Clarify as contemplated herein. Notwithstanding that Allin will be granted access to Clarify, CCL will be solely responsible for notifying Allin of support issues and any change with respect to any support issue.


B. Priority Levels


Each support issue will be assigned a priority code based on the nature of the failure. Refer to Table 1. For purposes of this Schedule 9.2(b), a failure is a system condition or event that leaves the system in a state where it is performing a level lower than the performance level at the time of system acceptance. Performance is defined primarily by stability, responsiveness, and usability.


Prioritization is driven by the nature of the incident as it relates to stability, responsiveness, and usability. For the purposes of this Schedule 9.2(b), these key terms are defined as follows:


Stability - the availability of the system and all of its functions
Responsiveness - the timeliness with which the system responds to user
requests Usability - the degree to which the system is easy for the user to
navigate and interact with the system


C. Response Time Expectation


Given the 24x7 operation of the system and the ship, target resolution times are expressed in clock hours (not business hours). The Target Resolution Timeframe is based upon the start time which is the time Allin is notified by CCL of the support issue.


The expectation target (e.g. 90%) is calculated by determining the percentage of incidents that are resolv ...