Advertising Agreement

AOL ADVERTISING INSERTION ORDER ================================================================================


CONTRACT #:_______________ AOL SALESPERSON:__________ [ ] Credit approval received SALES COORDINATOR:________ DATE:_____________________


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ADVERTISER ADVERTISING AGENCY =================================================================================================================================
Contact Person Jim Gerber
Company Name Ashford.com
Address - Line 1
Address - Line 2
Phone # 713 369 1317
Fax #
Email Jgerber@ashford.com
SIC Code
Advertiser IAB Category


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BILLING INFORMATION =================================================================================================================================


Send Invoices to (choose one): [ ] ADVERTISER [ ] AGENCY
Advertiser or Agency Billing
Contact Person
Company Name
Billing Address - Line 1
Billing Address - Line 2
Billing Phone #
Billing Fax #
Billing Email Address
P.O. #, if applicable


This Agreement, dated as of July __, 1999 (the "Effective Date"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and Ashford.com ("Advertiser") a Delaware corporation, with its principal offices at 3800 Buffalo Speedway, Suite 400, Houston, TX 77098 (each a "Party" and collectively the "Parties").


================================================================================================================================= INVENTORY TYPE (CHOOSE ONE): [ ] AOL SERVICE ONLY [ ] AOL AFFILIATE ONLY (E.G., AOL.COM)
[ ] AOL SERVICE & AOL AFFILIATE =================================================================================================================================


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AOL SERVICE
INVENTORY ================================================================================================================================= [AOL INVENTORY/DEMOGRAPHIC* DISPLAY DISPLAY
PURCHASED START STOP TOTAL
DATE DATE IMPRESSIONS - ---------------------------------------------------------------------------------------------------------------------------------
See Exhibit D
TOTAL


* Attach completed AOL Demographic TOTALS:
Profile Worksheet]


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ART =============================================================================== All necessary artwork and active URL's must be provided by advertiser 3 business
days prior to start date.


ARTWORK REQUIRED FROM ADVERTISER/AGENCY:


[ ] 234x60 IAB Standard/7k Max [ ] 120x60 Shopping/5k Max [ ] 175x45 Chat/Mail in-box/5k Max [ ] Special_____


* ANIMATION IS ONLY AVAILABLE ON SELECTED SCREENS. PLEASE CONTACT YOUR AOL SALESPERSON FOR ADDITIONAL INFORMATION. *


Linking URL: The HTTP/URL address to be connected to the Advertisement shall be: HTTP:// www.Ashford.com (THE "AFFILIATED ADVERTISER SITE")


PLEASE SEND ARTWORK AND URL TO (CHOOSE ONE):


[ ] AOLARTWEST@aol.com [ ] AOLARTEAST@aol.com [ ] CENTRALADS@ol.com


=================================================================================================================================
AOL AFFILIATE (E.G., AOL.COM)
INVENTORY =================================================================================================================================
DISPLAY DISPLAY AOL AFFILIATE INVENTORY/DEMOGRAPHIC* START STOP TOTAL
PURCHASED DATE DATE IMPRESSIONS - ---------------------------------------------------------------------------------------------------------------------------------
See Exhibit D


* See attached package description for TOTALS:
any AOL.com package purchases


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ART ===============================================================================
All necessary artwork and active URL's must be provided by advertiser
3 business days prior to start date.


ARTWORK REQUIRED FROM ADVERTISER/AGENCY :


[ ] 468x60 NF Reviews, Search Terms, My News & Hometown/12k Max/animation OK [ ] 100x70 AOL.com Home Page/3k Max/No animation [ ] 234x60 NF Kids Only & Hometown/5k Max/animation OK [ ] 120x60 NF Home Page/2k Max/No animation [ ] 120x60 Instant Messenger/7.5k Max/animation OK


LINKING URL: THE HTTP/URL ADDRESS TO BE CONNECTED TO THE ADVERTISEMENT SHALL BE: THE AFFILIATED ADVERTISER SITE


PLEASE SEND ARTWORK AND URL TO (CHOOSE ONE):


[ ] AOLWEBWEST@aol.com [ ] AOLWEBEAST@aol.com [ ] CENTRALADS@ol.com


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=================================================================================================================================
ADVERTISING PURCHASE SUMMARY =================================================================================================================================


TOTAL PRICE TOTAL IMPRESSIONS CPM
AOL Networks
AOL Affiliate
Total Purchase Price

NET PURCHASE PRICE TOTAL IMPRESSIONS


The products and/or services to be offered or promoted by Advertiser in the Advertisements are as follows (the "Advertiser's Products"):


o watches -- new and vintage o non-prescription sunglasses o leather goods (e.g., belts, purses, wallets, etc.) o pens o silk ties and scarves o fragrances (may not be included in the Advertiser Promotions, but may
be offered on the Affiliated Advertiser Site ) o jewelry o diamonds, pearls and other gemstones o clocks o crystal o the following services, so long as they relate solely to the Products:
appraisal, authentication, business-to-person auctions, repair and
cleaning services


IMPRESSIONS COMMITMENT. During the Term, and subject to the Terms of this Agreement, AOL agrees to deliver [*] Impressions as described in Exhibit D (collectively "Advertiser Promotions") in the areas of the AOL Network as described in Exhibit D to achieve the Impression Commitments described in Exhibit D during the display periods described in Exhibit D. In the event AOL delivers the Impressions Commitment provided for hereunder prior to the Display Stop Date (as described in Exhibit D) , AOL may, at its option, discontinue display at such earlier time; provided however that AOL shall not discontinue any of the Anchor Promotions or continuous AOL Shopping Channel promotions prior to the Display Stop Date. Any guarantees are to impressions (as measured by AOL in accordance with its reasonable standard methodologies and protocols), not "click-throughs." In the event there is (or will be in AOL's reasonable judgement) a shortfall of less than [*]% of the Impressions Commitment, in the aggregate, as of the Display Stop Date (a "Minor Shortfall"), such Shortfall shall not be considered a breach of the Agreement by AOL: provided that, AOL will provide Advertiser, as its sole remedy, with comparable "makegood" impressions, which are substantially equal in value. In the event there is (or will be in AOL's reasonable judgement) a shortfall of greater than [*]% of the Impressions Commitment as of the Display Stop Date (a "Significant Shortfall"), such Significant Shortfall shall not be considered a breach of the Agreement by AOL: provided that, AOL will provide Advertiser, as its sole remedy, with (i) comparable "makegood" impressions equal in value to the amount of the Significant Shortfall plus, (ii) comparable "makegood" impressions equal in value to [*] ([*]) the amount by which the Significant Shortfall exceeds [*]% of the Impressions Commitment (i.e. total shortfall minus fifteen percent of Impressions Commitment). AOL shall use commercially reasonable efforts to deliver all such shortfall "makegood" impressions within the [*]period immediately following such shortfall. To the extent Impressions Commitments are identified without regard to specific placements, Display Start and Stop Dates, such placements will be as mutually agreed upon by AOL and Advertiser during the course of the Term. AOL reserves the right to alter Advertiser flight dates to accommodate trafficking needs or other operational needs; provided that in such cases, AOL will make available to Advertiser reasonably equivalent flight(s), as reasonably approved by Advertiser.


NAVIGATION. Advertiser shall provide continuous navigational ability for AOL Users to return to an agreed-upon point on the AOL Network (for which AOL shall supply the proper address) from the Affiliated Advertiser Site (e.g., the point on the AOL Network from


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which the Affiliated Advertiser Site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format. Advertiser will ensure that navigation back to the AOL Network, whether through a particular pointer or link, the "back" button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by Advertiser through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html popup window or any other similar device. Additionally, in cases where an AOL User performs a search for Advertiser or any Advertiser product through any search or navigational tool or mechanism that is accessible or available through the AOL Network (e.g., promotions, keyword search terms, or any other promotions or navigational tools), AOL shall have the right to direct such AOL User to the Affiliated Advertiser Site. The provisions of this paragraph shall not affect the rights of Advertiser set forth in Section 4 of Exhibit E, including the right of Advertiser to terminate any Advertiser Promotion in the event that AOL redesigns or modifies the organization, structure, "look and feel" or other elements of the AOL Network, and such redesign or modification materially and adversely affects such Advertiser Promotion.


STANDARD TERMS AND CONDITIONS. This Insertion Order (this "Insertion Order" or "Agreement") incorporates by reference AOL's standard advertising terms and conditions (the "Standard Terms") attached hereto as Exhibit E.


AUTHORIZED SIGNATURES


In order to bind the parties to this Insertion Order, their duly authorized representatives have signed their names below on the dates indicated. This Agreement (including (i) the Standard Terms on Exhibit E, (ii) the additional terms and conditions on Exhibit A attached hereto, (iii) the definitions on Exhibit B attached hereto, the operational provisions on Exhibit C attached hereto and the Carriage Plan on Exhibit D attached hereto, each incorporated herein by reference and made a part hereof) shall be binding on both parties when signed on behalf of each party and delivered to the other party (which delivery may be accomplished by facsimile transmission of the signature pages hereto)).


AMERICA ONLINE, INC. ASHFORD.COM


By: By:
------------------------------------ -----------------------------------


Print Name: Print Name:
---------------------------- ---------------------------


Title: Title:
--------------------------------- --------------------------------


Date: Date:
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EXHIBIT A
ADDITIONAL TERMS


1. PAYMENTS; LATE PAYMENTS; WIRED PAYMENTS. Subject to the terms of this
Agreement, Advertiser shall pay AOL a payment of Seven Million Seven
Hundred Forty Eight Thousand Six Hundred Twenty One Dollars (US
$7,748,621), payable as follows:


(a) [*]


All payments shall be apportioned to Tiers 1, 2 and 3 in proportion to the
percentage that such Tier represents of the total amount due hereunder
(e.g. the amount of the initial payment apportioned to Tier 1 shall equal
(i) $[*] multiplied by (ii) the result of (x) $[*] (total Tier 1 cost)
divided by (y) $ 7,748,621 (total guaranteed payment), (i.e. $[*])). All
amounts owed under this Agreement not paid when due and payable will bear
interest from the date such amounts are due and payable at the prime rate
in effect at such time. All payments required hereunder will be paid in
immediately available, non-refundable (except as provided hereunder) U.S.
funds wired to the "America Online" account, Account Number 323070752 at
The Chase Manhattan Bank, 1 Chase Manhattan Plaza, New York, NY 10081 (ABA:
021000021).


2. CONTENT OF AFFILIATED SITE. The Advertisements will only promote the
Advertiser Products. Additionally, the Affiliated Advertiser Site will only
offer the Advertiser Product and content related thereto (except to the
extent otherwise mutually agreed upon by the parties). Advertiser will
ensure that the prices, terms and conditions for the Advertiser Products in
the Affiliated Advertiser Site are generally no less favorable in any
material respect than the prices, terms and conditions on which the
Advertiser Products or substantially similar products are offered by or on
behalf of Advertiser through any other Advertiser online distribution
channel directed primarily at the consumer retail market (not wholesales).
[*]


3. SPECIAL OFFERS/MEMBER BENEFITS. Advertiser will generally promote through
the Affiliated Advertiser Site special or promotional offers which are
generally no less favorable in any material respect to any special or
promotional offers made available by or on behalf of Advertiser through any
other distribution channels. In addition, Advertiser shall promote through
the Affiliated Advertiser Site on a regular and consistent basis, special
offers exclusively available to AOL users (the "AOL Special Offers"). AOL
Special Offers made available by Advertiser shall provide a substantial
benefit to AOL users, either by virtue of a meaningful price discount,
product enhancement, unique service benefit or other special feature.
Advertiser will provide AOL with reasonable prior notice of AOL Special
Offers so that AOL can market the availability of such AOL Special Offers
in the manner AOL deems appropriate in its editorial discretion.


4. REVENUE SHARE. If at any time during the term of this Insertion Order
Agreement aggregate Transaction Revenues generated hereunder exceeds [*]
($[*]) (the "Revenue Threshold"), then Advertiser shall pay AOL [*] percent
([*]%) of the Transaction Revenues generated in excess of the Revenue
Threshold. Advertiser shall pay all of the foregoing amounts on a quarterly
basis within thirty (30) days following the end of the quarter in which the
applicable Transaction Revenues were generated. "Transaction Revenues"
shall mean the aggregate amounts paid by AOL Purchasers in connection with
the sale, licensing, distribution or provision of any products in the
Affiliated Advertiser Site (including, without limitation, the Advertiser
Product), including, in each case, handling, shipping, service charges, and
excluding, in each case, (a) amounts collected for sales or use taxes or
duties and (b) credits and chargebacks for returned or canceled goods or
services, but not excluding cost of goods sold or any similar cost.


5. THIRD PARTY ADVERTISEMENTS. Advertiser represents that it does not
currently include any third party advertisement on the Affiliated
Advertiser Site. In the event that Advertiser intends to include third
party advertisements on the Affiliated Advertiser Site in the future,
Advertiser agrees to conduct good faith discussions with AOL to establish
an advertising program which may include a sharing of Advertising Revenues.
In any event, (i) all sales of Advertisements by Advertiser on the
Affiliated Advertiser Site will be subject to AOL's then-existing generally
applicable advertising policies, and (ii) no Interactive Service (other
than AOL or its affiliates) will be promoted in the Affiliated Advertiser
Site.


6. AUDITING RIGHTS. Advertiser will maintain complete, clear and accurate
records of all expenses, revenues and fees in connection with payments due
to AOL hereunder. For the sole purpose of ensuring compliance with this
Insertion Order Agreement, AOL will have the right to have a big five
accounting firm conduct a reasonable and necessary inspection of portions
of the books and records of Advertiser which are relevant to Advertiser's
payments due AOL hereunder. Any such audit may be conducted after twenty
(20) business days prior written notice to Advertiser. AOL shall bear the
expense of any audit conducted pursuant to this Section 7 unless such audit
shows an error in AOL's favor amounting to a deficiency to AOL in excess of
five percent (5%) of the actual amounts payable to AOL hereunder, in which
event Advertiser shall bear the reasonable expenses of the audit.
Advertiser shall pay AOL the amount of any deficiency discovered by AOL
within thirty (30) days after receipt of notice thereof from AOL. All
information provided under this Section 6 shall be treated as Confidential
Information by the Parties.


7. TAXES. Advertiser will collect and pay and indemnify and hold AOL harmless
from, any sales, use, excise, import or export value added or similar tax
or duty not based on AOL's net income, including any penalties and
interest, as well as any costs associated with the collection or
withholding thereof, including attorneys' fees.


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8. SALES REPORTS. Advertiser will provide AOL in an automated manner with a
quarterly report, detailing the following activity in such period (and any
other information mutually agreed upon by the parties or reasonably
required for measuring revenue activity by Advertiser through the
Affiliated Advertiser Site): gross Transaction Revenues and all items
deducted or excluded from gross Transaction Revenues broken out on a
monthly basis.


9. AOL QUICK CHECKOUT AND AOL PRODUCT SEARCH. Advertiser will take all
reasonable steps necessary to conform its promotion and sale of products
through the Affiliated Advertiser Site to the then-existing commerce
technologies made available to Advertiser by AOL, provided however,
Advertiser will not be required to conform its promotion and sale of
Products to the then existing commerce technologies made available by AOL
if such activity, in Advertiser's reasonable opinion: (i) has a adverse
impact on the user experience or (ii) requires Advertiser to incur
unreasonable additional costs or expenses or engineering resources or (iii)
violates Advertiser's privacy policy. In addition, Advertiser will have no
obligation to comply with this section if it learns of any security
breaches or other technical problems relating its adherence to this
section. Advertiser will be given an opportunity, at Advertiser's sole
discretion and option, to offer AOL's "quick checkout" tool which allows
AOL users to enter payment and shipping information which is then passed
from AOL's centralized server unit to Advertiser for order fulfillment
("AOL Quick Checkout") and AOL's "product search" tool technology which
allows AOL Users to run a customized search among Advertiser's detailed
inventory data ("AOL Product Search"); provided however that in the event
that Advertiser declines participation in these programs then AOL reserves
the right to reduce or prohibit Advertiser's participation in any other
incremental merchandising programs offered through the Shopping Channel. At
Advertiser's request, AOL will make all reasonable efforts to provide the
tools for the Advertiser (i) to enable the Affiliated Advertiser Site with
the AOL Quick Checkout technology and functionality and (ii) to allow
integration of Advertiser's detailed inventory data into AOL's Search
Product database. Collection, storage and disclosure of AOL Quick Checkout
information which Advertiser provides to AOL, will be subject to AOL's
privacy policy and all confidentiality requirements hereunder. To the
extent that the Affiliated Advertiser Site includes AOL's Quick Checkout,
and unless not practical from a creative or user experience standpoint,
Advertiser will ensure that the AOL Quick Checkout is of equal placement
and promotion prominence to other available payment options.


10. MERCHANT CERTIFICATION PROGRAM. Advertiser will participate in any
generally applicable "Certified Merchant" program operated by AOL or its
authorized agents or contractors. Such program may require Advertiser
participants on an ongoing basis to meet certain reasonable standards
relating to provision of electronic commerce through the AOL Service,
AOL.com, the CompuServe Service and the Netscape Netcenter and may also
require the payment of certain reasonable certification fees to AOL or its
authorized agents or contractors operating the program. Notwithstanding the
foregoing, in the event that AOL makes a material change to the program and
such change has a materially adverse effect on Advertiser, Advertiser may,
upon written notice to AOL, discontinue its participation in the program.


11. BIZRATE SURVEY. Advertiser agrees to (i) participate in the
BizRate(R)Program, a service offered by Binary Compass Enterprises, Inc.
(BCE), which provides opt-in satisfaction surveys to Users who purchase
Products through Affiliated Advertiser Site, or such other provider of such
services reasonably agreeable to the Parties, and (ii) provide a link to
BizRate's then-current standard survey forms, or such other survey forms
offered by any other party that AOL may reasonably designate or approve
from time to time. Advertiser's participation shall be based upon a
separate written agreement which Advertiser will enter into with BCE, or
other such party reasonably agreeable to the Parties. Advertiser hereby
authorizes BCE to provide to AOL such reports as the Parties may reasonably
agree.


12. SPECIFIC CUSTOMER SERVICE REQUIREMENTS. It is the sole responsibility of
Advertiser to provide customer service to persons or entities purchasing
Products through the Affiliated Advertiser Site ("Customers"). Advertiser
will bear full responsibility for all customer service, including without
limitation, order processing, billing, fulfillment, shipment, collection
and other customer service associated with any Products offered, sold or
licensed through the Affiliated Advertiser Site, and AOL will have no
obligations whatsoever with respect thereto. Affiliated Advertiser Site
shall include clear and conspicuous disclosure of its customer service
policies and a phone number and an email or street address at which
customers may contact Advertiser. Advertiser shall provide a name of a
customer service contact for use by AOL and a telephone number and email or
street address to which AOL may forward or refer customer inquiries or
complaints relating to Advertiser. Advertiser will receive all emails from
Customers via a computer available to Advertiser's customer service staff
and generally respond to such emails within one business day of receipt.
Advertiser will receive all orders electronically and generally process all
orders within one business day of receipt, provided Products ordered are
not advance order items. Advertiser will ensure that all orders of Products
are received, processed, fulfilled and delivered on a timely and
professional basis. Advertiser will offer AOL Users who purchase Products
through the Affiliated Advertiser Site a money-back satisfaction guarantee.
Advertiser will bear all responsibility for compliance with federal, state
and local laws in the event that Products are out of stock or are no longer
available at the time an order is received. Advertiser will also comply
with the requirements of any federal, state or local consumer protection or
disclosure law. Payment for Products will be collected by Advertiser
directly from customers. Advertiser's order fulfillment operation will be
subject to AOL's reasonable review.


13. A ...