JOINT MARKETING AGREEMENT

Exhibit 10.19



JOINT MARKETING AGREEMENT





THIS JOINT MARKETING AGREEMENT, dated as of January 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 SYSTEMS CORPORATION ("EDS"), a Delaware corporation with offices at 5400 Legacy Drive, Plano, Texas 75024.



WHEREAS, EDS is in the business of providing a full range of information technology services, including consulting, systems development, systems integration, systems installation and implementation and systems management ("EDS Services") for a variety of industries; and



WHEREAS, Allin is in the business of providing interactive television, information technology, infrastructure, video entertainment systems, digital imaging systems and other services (the " Allin Services") for a variety of industries, including the travel and leisure industry, sports industry, and commercial and event photography industry; and



WHEREAS, EDS 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 by jointly marketing the Allin Services and EDS Services and promoting transactions all in the manner and on the terms and provisions herein provided.



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



1. Intent of Parties. EDS' Global Travel Services Industry Strategic Business

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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 by 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. In connection with the

joint marketing of Allin Services and EDS Services described above, the

parties intend to promote transactions in which EDS and Allin will work

jointly in evolving new application extensions, and integrating existing

third party applications for the Allin Platform to integrate additional

services for the markets served by the GTSI Business Unit. Allin's suite of

extensions include: ITV, ticketing, imaging, video server, and Internet

access. Future services that EDS and Allin may look to integrate, include,

financial systems, purchasing/payables, marketing systems, reservations,

property management, point of sale, automated check-in/boarding, data

warehousing/on-line analytical processing, and travel agent/consumer product

preview and purchasing.



2. Agreement. During the term of this Agreement, EDS and Allin will have the

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respective rights and obligations set out in this Agreement.



3. Term. The term of this Agreement will commence on the date of this Agreement

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(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 intends to market the Allin

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Platform during the term of this Agreement as its preferred technology

platform for interactive television prospects and corporate and consumer

digital photography prospects in the travel services industries and agrees to

propose the Allin Platform to all such prospects for whom the GTSI Business

Unit believes that the Allin Platform is appropriate. In connection with any

sales of the Allin Platform by Allin or in connection with this





Agreement, Allin hereby affords EDS an exclusive right of first offer to

provide the installation services for all such transactions. EDS and Allin

agree to negotiate in good faith relating to the terms and conditions for

such installation services. If EDS notifies Allin in writing that EDS is not

interested in pursuing such opportunity for installation services then Allin

will not be subject to any further restrictions under this Section 4 and will

be free to offer such opportunity to a third-party. In addition, the GTSI

Business Unit will actively promote and educate other EDS strategic business

units, strategic service units, and other divisions with respect to the

functionality and uses of the Allin Platform for interactive television

prospects and corporate and consumer digital photography prospects.

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. In such cases, the GTSI Business Unit will notify Allin of the

opportunity with any such third party, subject to confidentiality

restrictions applicable to EDS and Allin, and shall advise Allin of the basis

for the GTSI Business Unit not proposing the Allin Platform for such

interactive television prospect or corporate and consumer digital photography

prospect as the technology Platform for such third party. Except as set forth

in the immediately preceding sentence, EDS will have no duty or obligation

under this Agreement to Allin with respect to such transactions including,

without limitation, any duty or obligation to compensate Allin in connection

with such transactions.



5. Revenue Targets/Incentive Payments. The parties anticipate that, during each

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consecutive 12-month period (each an "Allin Target Period") during the term

of this Agreement commencing with the date hereof, directly as a result of

the marketing relationship established hereunder, Allin will enter into one

or more binding agreements providing for an aggregate of not less than

$80,000,000 in payments to Allin by third parties during the term of such

agreement or agreements (for each Allin Target Period, the "Allin Target").

In addition, EDS and Allin anticipate that during the term of this Agreement

commencing with the date hereof, as a result of marketing efforts by Allin

and/or marketing efforts by Allin and other third parties, Allin will enter

into one or more binding agreements providing for payments to Allin by such

third-party customers in the global travel services industry during the term

of such agreement or agreements and any such revenues will be counted towards

EDS' satisfaction of the applicable Allin Target. In connection with the

activities described above resulting in payments to Allin or its affiliates

by third parties, Allin will pay EDS the following incentive payments

(collectively, the "Incentive Payments"): (i) for those activities resulting

in binding agreements with an aggregate contract value of greater than

$60,000,000 but less than $80,000,000, Allin will pay EDS an amount equal to

1% of the aggregate value of those agreements in excess of $60,000,000, up to

$80,000,000 and (ii) for those activities resulting in binding agreements

with an aggregate contract value of greater than $80,000,000, Allin will pay

to EDS an amount equal to 1.15% of the aggregate value of those agreements in

excess of $80,000,000. The attainment or non-attainment of an Allin Target

and the corresponding value attributed to such agreement will be subject to

the reasonable determination of Allin based upon the nature of each third-

party agreement, the number of units and/or services which are the subject of

such agreement or agreements and reasonable projections based upon Allin's

prior experience with similar projects. The Incentive Payments will be

remitted to EDS within sixty days of Allin's execution of the third party

agreements resulting in the satisfaction of the Incentive Payment thresholds

described above. Subject to the provisions of Section 7 of this Agreement,

Allin will provide to EDS reasonable detail regarding its calculation of

amounts in respect of each Allin Target and copies of the subject third-party

agreements. In addition, Allin agrees to provide EDS and its auditors

reasonable access to the books and records of Allin and its affiliates to

enable them to conduct audits of Allin in connection with Allin's obligations

under this Agreement, including verifying the accuracy of (i) the value Allin

attributes to each third party agreement and (ii) the amount of the Incentive

Payments. Within ninety (90) days of the Effective Date and annually

thereafter, the parties will attempt, in good faith, to formulate a marketing

and sales strategy for the EDS Services and Allin Services.



6. Marketing Support.

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