MIAMI CRUISELINE SERVICES HOLDINGS I B V, S-1/A, 1999-08-27

MIAMI CRUISELINE SERVICES HOLDINGS I B V
S-1/A, 1999-08-27
MISCELLANEOUS SHOPPING GOODS STORES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1999

REGISTRATION NO. 333-85595

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MIAMI CRUISELINE SERVICES HOLDINGS I B.V.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
THE NETHERLANDS 5947 98-0193197
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

STRAWINSKYLAAN 3105, 7TH FLOOR
1077 ZX AMSTERDAM, THE NETHERLANDS
(31) 20-44-211-25
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

MIAMI CRUISELINE SERVICES HOLDINGS I B.V.
C/O BERKSHIRE CRUISE HOLDINGS LLC
ONE BOSTON PLACE
BOSTON, MASSACHUSETTS 02108-4401
ATTENTION: JOEL E. CUTLER
(617) 227-0050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

------------------------

COPIES TO:

<TABLE>
<S> <C>
DAVID C. CHAPIN STEPHEN L. BURNS
JANE D. GOLDSTEIN CRAVATH, SWAINE & MOORE
ROPES & GRAY 825 EIGHTH AVENUE
ONE INTERNATIONAL PLACE NEW YORK, NEW YORK 10019-7475
BOSTON, MASSACHUSETTS 02110-2624 (212) 474-1000
(617) 951-7000
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================
<PAGE> 2

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to Form S-1 is to file the
exhibits filed with and attached to this Amendment No. 1.

<PAGE> 3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses to be paid solely by
the Registrant in connection with the sale and distribution of the securities
being registered, other than the underwriting discounts and commissions. All
amounts shown are estimates, except the Securities and Exchange Commission
registration fee and the National Association of Securities Dealers, Inc. filing
fee.

<TABLE>
<CAPTION>
ITEM AMOUNT
---- -------
<S> <C>
SEC Registration Fee........................................ $34,750
NASD Filing Fee............................................. 13,000
Nasdaq National Market Listing Fee.......................... *
Blue Sky Fees and Expenses (including attorney's fees and
expenses)................................................. *
Transfer Agent and Registrar Fees........................... *
Accounting Fees and Expenses................................ *
Legal Fees and Expenses..................................... *
Printing Expenses........................................... *
Miscellaneous............................................... *
-------
Total.................................................. $ *
=======
</TABLE>

- -------------------------
* To be provided by Amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Amended and Restated Articles of Association provides for
the indemnification of members of the Supervisory Board and Management Board and
officers to the fullest extent permitted by the law of The Netherlands.

The Registrant has entered into indemnity agreements with Philip L. Levine
and Jerry Chafetz. The agreements provide that the Registrant will, to fullest
extent permitted by law, indemnify Philip L. Levine and Jerry Chafetz, as the
case may be, if he is made a party, or threatened to be made a party, in any
action, suit or proceeding by reason of his service with the Registrant.

The Registrant has also obtained directors' and officers' liability
insurance in amounts that it believes are reasonable under the circumstances.

In connection with any registration of registrable securities under the
Shareholders Agreement, the Registrant has agreed to indemnify each seller, any
controlling person (and their respective director or indirect partners, advisory
board members, directors, officers, trustees, members and shareholders) and each
other person who controls any such seller or holder, against various
liabilities, including liabilities under the Securities Act and Exchange Act.

II-1
<PAGE> 4

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the last three years, the Registrant has issued the following
securities without registration under the Securities Act of 1933 as amended (the
"Securities Act") (in each case, except for the issuance described in paragraph
9, giving effect to the 250 for 1 common share split):

1. On September 10, 1998, the Registrant issued and sold 10,000,000 of its
common shares and on September 17, 1998 issued and sold 4,912,250 of its
common shares to our initial investor for an aggregate of $28,700,000.

2. On September 17, 1998, the Registrant issued and sold 2,499,750 of its
common shares to lenders of subordinated debt for an aggregate of
$4,811,548.

3. On September 17, 1998, the Registrant issued and sold 259,750 of its
common shares to a management employee for an aggregate of $500,000.

4. On September 17, 1998, the Registrant issued and sold 415,750 common
shares to an affiliate of our initial investor purchasing on behalf of
management employees for an aggregate of $800,000.

5. On September 17, 1998, the Registrant issued 5,912,500 of its common
shares to the former shareholders of Onboard Media, Inc., Cruise
Management International, Inc. and Boxer Media, Inc. in connection with
the acquisition of these three companies.

6. On September 17, 1998, the Registrant granted options for no
consideration to purchase an aggregate of 500,000 shares at an exercise
price of $1.925 to two employees pursuant to the 1998 Stock Option Plan.

7. On December 21, 1998, the Registrant granted options for no
consideration to purchase an aggregate of 450,000 common shares to 19
employees at an exercise price of $1.925 per share pursuant to the 1998
Stock Option Plan.

8. On February 25, 1999, the Registrant granted options for no
consideration to purchase an aggregate of 50,000 common shares to two
employees at an exercise price of $1.925 per share pursuant to the 1998
Stock Option Plan.

9. On , 1999, pursuant to an amendment to its Articles of
Association, the Registrant effected a 50 for 1 share split, followed
immediately by a 5 for 1 stock dividend.

The common shares issued pursuant to paragraphs 1 through 5 above were
issued in reliance on the exemption from registration under Section 4(2) of the
Securities Act as a transaction not involving a public offering.

The options issued pursuant to paragraphs 6 through 8 above, and any shares
issued upon the exercise of such options, were issued in reliance on the
exemption from registration under Section 4(2) of the Securities Act as a
transaction not involving a public offering.

The common shares issued pursuant to paragraph 9 were issued in a
transaction not involving a "sale" under the Securities Act.

II-2
<PAGE> 5

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following is a list of exhibits filed as a part of this registration
statement.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
*1.1 Form of Underwriting Agreement.
*3.1 Amended and Restated Articles of Association of the Company
and English translation.
*4.1 Specimen Certificate for Common Shares.
**4.2 12% Junior Subordinated Note issued to Viad Corp.
**4.3 Note Agreement, dated as of September 17, 1998, among Miami
Cruiseline Services Holdings II, New York Life Insurance
Company, American Home Assurance Company and The
Northwestern Mutual Life Insurance Company with Form of
Senior Subordinated Note.+
**4.4 Debt Securities Purchase Agreement, dated as of September
17, 1998, among Miami Cruiseline Services Holdings II, New
York Life Insurance Company, American Home Assurance Company
and The Northwestern Mutual Life Insurance Company.+
*5.1 Opinion of Stibbe Simont Monahan Duhot.
**10.1 Share Purchase Agreement, dated July 31, 1998, between
Cruise Line Holdings Co. and Viad Corp.+
**10.2 Stock Subscription and Exchange Agreement, dated as of
August 27, 1998, among Cruise Line Holdings Co., Philip L.
Levine, Jerry Chafetz and the other stockholders named
therein.+
**10.3 Asset Purchase Agreement, dated December 15, 1998, between
Starboard Holdings Ltd. and Nuance Global Traders.+
**10.4 Employment Agreement, dated as of September 17, 1998, by and
between Cruiseline Holdings Co., Greyhound Leisure Services
and J.P. Miquel.
**10.5 Employment Agreement, dated as of September 17, 1998, by and
between Cruiseline Holdings Co., the Onboard Group and
Philip L. Levine.
**10.6 Employment Agreement, dated as of September 17, 1998, by and
between Cruiseline Holdings Co., the Onboard Group and Jerry
Chafetz.
*10.7 Separation Agreement, dated August 3, 1999, between Miami
Cruiseline Services and Jorge Fernandez.+
*10.8 Consulting Agreement, dated as of January 1, 1999, between
Miami Cruiseline Services and F.C. Capital Partners LLC.
*10.9 Consulting Agreement, dated as of August 4, 1999, between
Miami Cruiseline Services, Cruiseline Holdings Co. and F.C.
Capital Partners LLC.
*10.10 1998 Stock Option Plan.
**10.11 Shareholders Agreement, dated as of September 17, 1998,
among Miami Cruiseline Services, Berkshire Cruise Holdings
LLC and other investors listed on the signature pages
thereto with Joinder Agreements, dated as of November 13,
1998.+
**10.12 Indemnity Agreement, dated September 15, 1998, between Miami
Cruiseline Services and Philip Levine.
**10.13 Indemnity Agreement, dated September 15, 1998, between Miami
Cruiseline Services and Jerry Chafetz.
</TABLE>

II-3

<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
*10.14 Management Agreement, dated as of September 17, 1998,
between Miami Cruiseline Services and Berkshire Cruise
Holdings LLC, as amended by Amendment, dated January 1,
1999.
**10.15 Fee letter, dated as of September 17, 1998, between
Cruiseline Holdings Co. and Berkshire Partners LLC.
**10.16 Fee letter, dated as of September 17, 1998, between
Cruiseline Holdings Co. and F.C. Capital Partners LLC.
*10.17 Lease, dated July 10, 1996, between MICC Venture and
Greyhound Leisure Services.+
*10.18 Lease, dated April 16, 1996, as amended, between Media
Holdings, Ltd. and Onboard Media.
*10.19 Lease, dated April 16, 1996, between Media Holdings, Ltd.
and Cruise Management International.
*10.20 Amendment to Lease, dated September 17, 1998, between Media
Holdings, Ltd. and Onboard Media and Cruise Management
International.
*10.21 Credit Agreement, dated as of September 17, 1998, among
Miami Cruiseline Services Holdings III, Miami Cruiseline
Services Holdings II, Credit Suisse First Boston,
NationsBank, N.A., First Source Financial, Inc. and the
lenders named therein., as amended by First Amendment to the
Credit Agreement, dated October 6, 1998, Second Amendment to
the Credit Agreement, dated November 30, 1998, Third
Amendment to the Credit Agreement, dated March 30, 1999.+
**10.22 Form of Put Agreement with Miami Cruiseline Services
Holdings II B.V.
**10.23 Joint Venture Agreement for Operation of Miami Airport Duty
Free Joint Venture, dated August 31, 1995, by and among,
Greyhound Leisure Services, Century Duty Free, Inc., Media
Consultants, Inc., Maria J. Argudin and Bayside Company
Stores as amended by First Addendum, dated October 25, 1995.
**10.24 Concession Agreement for Operation of Nonexclusive Duty and
Tax Free Concession, Terminal Building, Miami International
Airport between Board of County Commissioners of Dade
County, Florida and Miami Airport Duty Free Joint Venture.+

#10.25 Agreement, dated April 11, 1996, between Cruise Management
and Park West at Sea, Inc.

#10.26 Concession Agreement, dated November 23, 1992, by and
between Carnival Cruise Lines, Inc. and Greyhound Leisure
Services as amended by Letter Agreement dated January 4,
1993, Addendum #1, dated January 12, 1993, and Addendum #2,
dated March 3, 1999.

#10.27 Concession Agreement, dated July 15, 1999, between Royal
Caribbean Cruise Lines and Starboard Holdings Ltd.

#10.28 Concession Agreement, dated February 25, 1998, between
Holland America Line-Westours, Inc. and Greyhound Leisure
Services as amended by Amendment to Wind Surf Concession
Agreement, dated as of July 1, 1999.

#10.29 Concession Agreement -- Windstar, dated January 18, 1996,
between Holland America-Westours, Inc. d/b/a Windstar
Cruises and Allders International (USA), Inc., as amended by
Amendment to Concession Agreement -- Windstar, dated as of
December 15, 1998, between Holland America-Westours, Inc.
and Starboard Holdings Ltd.

II-4

<PAGE> 7

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
**21.1 Subsidiaries.
*23.1 Consent of Stibbe Simont Monahan Duhot (Exhibit 5.1).
**23.2 Consent of Ernst & Young LLP.
**23.3 Consent of Ernst & Young LLP.
**23.4 Consent of Deloitte & Touche LLP.
**23.5 Consent of Goldstein Schechter Price Lucas Horwitz & Co.,
P.A.
**24.1 Power of Attorney (please see signature page).
**27.1 Financial Data Schedule.
**99.1 Letter from Deloitte & Touche LLP regarding change in
accountants.
</TABLE>

- ---------------
* To be filed by Amendment.

** Previously Filed.

# Confidential treatment request as to certain portions. The term "confidential
treatment" and the mark "#" as used throughout this exhibit means that
material has been omitted and separately filed with the Commission.

+ The Registrant agrees to furnish supplementally to the Commission a copy of
any omitted schedule or exhibit to such agreement upon request by the
Commission.

(b) Financial Statement Schedules

<TABLE>
<CAPTION>
INDEX
-----
<S> <C>
Report of Independent Certified Public Accountants.......... S-1
Report of Independent Certified Public Accountants.......... S-2
Schedule II -- Valuation and Qualifying Accounts............ S-3
</TABLE>

All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions, are inapplicable or not material, or the information called for
thereby is otherwise included in the financial statements and therefore has been
omitted.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item
14 -- Indemnification of Directors and Officers" above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-5
<PAGE> 8

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-6
<PAGE> 9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, Massachusetts on this 27th day of August, 1999.

Miami Cruiseline Services Holdings I
B.V.

By: /s/ JOEL E. CUTLER
------------------------------------
Joel E. Cutler
Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ JOEL E. CUTLER Chairman of the Board and Chief August 27, 1999
- --------------------------------------------------- Executive Officer
Joel E. Cutler

* Acting Interim Chief Financial August 27, 1999
- --------------------------------------------------- Officer (Principal Financial
William J. Fitzgerald Officer and Accounting
Officer)

* Class A Managing Director August 27, 1999
- ---------------------------------------------------
Bradley M. Bloom

* Class A Managing Director August 27, 1999
- ---------------------------------------------------
Randy Peeler

* Class B Managing Director August 27, 1999
- ---------------------------------------------------
Jerry Chafetz

* Class B Managing Director August 27, 1999
- ---------------------------------------------------
David P. Fialkow

* Class B Managing Director August 27, 1999
- ---------------------------------------------------
Steven S. Fischman
</TABLE>

II-7

<PAGE> 10

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Class B Managing Director August 27, 1999
- ---------------------------------------------------
Philip L. Levine

* Class B Managing Director August 27, 1999
- ---------------------------------------------------
J. P. Miquel

* Class B Managing Director August 27, 1999
- ---------------------------------------------------
Leonard A. Schlesinger

Registrant's Agent for Service in the United States:

/s/ JOEL E. CUTLER August 27, 1999
- ---------------------------------------------------
Joel E. Cutler
</TABLE>

* The undersigned, by signing his name hereto, does hereby sign and execute this
Pre-Effective Amendment No. 1 to the Registration Statement on behalf of the
above-named officers and directors of the Registrant pursuant to the Power of
Attorney executed by such officer and/or director and previously filed with
the Securities and Exchange Commission.

<TABLE>
<S> <C> <C>
/s/ JOEL E. CUTLER August 27, 1999
- ---------------------------------------------------
Joel E. Cutler
</TABLE>

II-8
<PAGE> 11

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the consolidated financial statements of Greyhound Leisure
Services, Inc. and subsidiaries as of December 31, 1997, and for each of the two
years in the period ended December 31, 1997, and have issued our report thereon
dated July 31, 1999, (included elsewhere in this Registration Statement). Our
audits also included the financial schedule listed in Item 16(b) of this
Registration Statement. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Miami, Florida
July 31, 1999

S-1
<PAGE> 12

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the consolidated financial statements of Starboard Cruise
Services N.V. (formerly Miami Cruiseline Services Holdings I.B.V.) as of
December 31, 1998, and for the period from September 10, 1998 through December
31, 1998, and have issued our report thereon dated March 22, 1999, except as to
Note 14 as to which the date is September , 1999 (included elsewhere in this
Registration Statement). Our audit also included the financial statement
schedule listed in Item 16(b) of this Registration Statement. This schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audit.

Miami, Florida
August 18, 1999

The foregoing report is in the form that will be signed upon completion of
the restatement of capital accounts and the name change described in Note 14 to
the consolidated financial statements.

/s/ ERNST & YOUNG LLP

Miami, Florida
August 18, 1999

S-2
<PAGE> 13

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

STARBOARD CRUISE SERVICES N.V.

<TABLE>
<CAPTION>
ADDITIONS
------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF YEAR EXPENSES ACCOUNTS(A) DEDUCTIONS YEAR
- ----------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
PREDECESSOR:
Year ended December 31, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts..................... $357,698 $ 75,600 $ -- $113,853 $319,445
======== ======== ======== ======== ========
Year Ended December 31, 1997
Deducted from asset accounts:
Allowance for doubtful
accounts..................... $319,445 $ 43,274 $ -- $ 35,450 $327,269
======== ======== ======== ======== ========
Period Ended September 17, 1998
Deducted from asset accounts:
Allowance for doubtful
accounts..................... $327,269 $114,564 $ -- $ -- $441,833
======== ======== ======== ======== ========
SUCCESSOR:
Period Ended December 31, 1998
Deducted from asset accounts:
Allowance for doubtful
accounts..................... $ -- $108,363 $520,071 $ 2,073 $626,361
======== ======== ======== ======== ========
Six Months Ended June 30, 1999
(unaudited)
Deducted from asset accounts:
Allowance for doubtful
accounts..................... $626,361 $ 48,373 $ -- $116,964 $557,770
======== ======== ======== ======== ========
</TABLE>

- -------------------------

(a) Acquired in connection with the Greyhound Leisure Services, Inc. and the
Onboard Group acquisitions.

S-3
<PAGE> 14

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
*1.1 Form of Underwriting Agreement.
*3.1 Amended and Restated Articles of Association of the Company
and English translation.
*4.1 Specimen Certificate for Common Shares.
**4.2 12% Junior Subordinated Note issued to Viad Corp.
**4.3 Note Agreement, dated as of September 17, 1998, among Miami
Cruiseline Services Holdings II, New York Life Insurance
Company, American Home Assurance Company and The
Northwestern Mutual Life Insurance Company with Form of
Senior Subordinated Note.+
**4.4 Debt Securities Purchase Agreement, dated as of September
17, 1998, among Miami Cruiseline Services Holdings II, New
York Life Insurance Company, American Home Assurance Company
and The Northwestern Mutual Life Insurance Company.+
*5.1 Opinion of Stibbe Simont Monahan Duhot.
**10.1 Share Purchase Agreement, dated July 31, 1998, between
Cruise Line Holdings Co. and Viad Corp.+
**10.2 Stock Subscription and Exchange Agreement, dated as of
August 27, 1998, among Cruise Line Holdings Co., Philip L.
Levine, Jerry Chafetz and the other stockholders named
therein.+
**10.3 Asset Purchase Agreement, dated December 15, 1998, between
Starboard Holdings Ltd. and Nuance Global Traders.+
**10.4 Employment Agreement, dated as of September 17, 1998, by and
between Cruiseline Holdings Co., Greyhound Leisure Services
and J.P. Miquel.
**10.5 Employment Agreement, dated as of September 17, 1998, by and
between Cruiseline Holdings Co., the Onboard Group and
Philip L. Levine.
**10.6 Employment Agreement, dated as of September 17, 1998, by and
between Cruiseline Holdings Co., the Onboard Group and Jerry
Chafetz.
*10.7 Separation Agreement, dated August 3, 1999, between Miami
Cruiseline Services and Jorge Fernandez.+
*10.8 Consulting Agreement, dated January 1, 1999, between Miami
Cruiseline Services and F.C. Capital Partners LLC.
*10.9 Consulting Agreement, dated August 4, 1999, between Miami
Cruiseline Services, Cruiseline Holdings Co. and F.C.
Capital Partners LLC.
*10.10 1998 Stock Option Plan.
**10.11 Shareholders Agreement, dated as of September 17, 1998,
among Miami Cruiseline Services, Berkshire Cruise Holdings
LLC and other investors listed on the signature pages
thereto with Joinder Agreements, dated as of November 13,
1998.+
**10.12 Indemnity Agreement, dated September 15, 1998, between Miami
Cruiseline Services and Philip Levine.
**10.13 Indemnity Agreement, dated September 15, 1998, between Miami
Cruiseline Services and Jerry Chafetz.
*10.14 Management Agreement, dated as of September 17, 1998,
between Miami Cruiseline Services and Berkshire Cruise
Holdings LLC as amended by Amendment, dated January 1, 1999.
**10.15 Fee letter, dated as of September 17, 1998, between
Cruiseline Holdings Co. and Berkshire Partners LLC.
</TABLE>

<PAGE> 15

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
**10.16 Fee letter, dated as of September 17, 1998, between
Cruiseline Holdings Co. and F.C. Capital Partners LLC.
*10.17 Lease, dated July 10, 1996, between MICC Venture and
Greyhound Leisure Services.+
*10.18 Lease, dated April 16, 1996, as amended, between Media
Holdings, Ltd. and Onboard Media.
*10.19 Lease, dated April 16, 1996, between Media Holdings, Ltd.
and Cruise Management International.
*10.20 Amendment to Lease, dated September 17, 1998, between Media
Holdings, Ltd. and Onboard Media and Cruise Management
International.
*10.21 Credit Agreement, dated as of September 17, 1998, among
Miami Cruiseline Services Holdings III, Miami Cruiseline
Services Holdings II, Credit Suisse First Boston,
NationsBank, N.A., First Source Financial, Inc. and the
lenders named therein., as amended by First Amendment to the
Credit Agreement, dated October 6, 1998, Second Amendment to
the Credit Agreement, dated November 30, 1998, Third
Amendment to the Credit Agreement, dated March 30, 1999.+
**10.22 Form of Put Agreement with Miami Cruiseline Services
Holdings II B.V.
**10.23 Joint Venture Agreement for Operation of Miami Airport Duty
Free Joint Venture, dated August 31, 1995, by and among,
Greyhound Leisure Services, Century Duty Free, Inc., Media
Consultants, Inc., Maria J. Argudin and Bayside Company
Stores as amended by First Addendum, dated October 25, 1995.
**10.24 Concession Agreement for Operation of Nonexclusive Duty and
Tax Free Concession, Terminal Building, Miami International
Airport between Board of County Commissioners of Dade
County, Florida and Miami Airport Duty Free Joint Venture.+

#10.25 Agreement, dated April 11, 1996, between Cruise Management
and Park West at Sea, Inc.

#10.27 Concession Agreement, dated July 15, 1999, between Royal
Caribbean Cruise Lines and Starboard Holdings Ltd.

#10.30 Concession Agreement, dated January 18, 1996, between
Holland America-Westours, Inc. and Allders International
(USA), Inc., as amended by Amendment to Concession
Agreement, dated as of December 15, 1998, between Holland
America-Westours, Inc. and Starboard Holdings Ltd.
**21.1 Subsidiaries.
*23.1 Consent of Stibbe Simont Monahan Duhot (Exhibit 5.1).
**23.2 Consent of Ernst & Young LLP.
**23.3 Consent of Ernst & Young LLP.
**23.4 Consent of Deloitte & Touche LLP.
**23.5 Consent of Goldstein Schechter Price Lucas Horwitz & Co.,
P.A.
</TABLE>

<PAGE> 16

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
**24.1 Power of Attorney (please see signature page).
**27.1 Financial Data Schedule.
**99.1 Letter from Deloitte & Touche LLP regarding change in
accountants.
</TABLE>

- ---------------
* To be filed by Amendment.

** Previously Filed.

+ The Registrant agrees to furnish supplementally to the Commission a copy of
any omitted schedule or exhibit to such agreement upon request by the
Commission.

<PAGE> 1
Exhibit 10.25

AGREEMENT

This Agreement is entered into by and between Cruise Management
International, Inc., a Florida corporation ("CMI"), and Park West at Sea, Inc.,
a Delaware corporation ("PWS").

RECITALS

1. CMI has extremely valuable relationships with cruise ship owners and
operators and has contracts to conduct art auctions on ships. CMI also has
expertise in advertising and marketing activities in connection with cruise
ships and has through affiliate companies, expertise in port lecturing.

2. PWS has expertise in obtaining and selling fine art and fine art
products through art auctions and in operating art galleries.

3. The parties have agreed to work together for the purpose of
conducting and marketing art auctions on cruise ship lines including but not
limited to the following: Royal Caribbean Cruises Ltd., Crystal Cruises,
Celebrity Cruises and Costa Cruises.

NOW, THEREFORE, the parties agree as follows:

1. Scope and Duration

A. The parties agree, during the term of the Agreement, to work
together in selling fine art and fine art products on cruise ship by various
methods of selling fine art and fine art products including but not limited to
conducting art auctions or selling fine art and fine art products at retail on
cruise ships and selling fine art and fine art products to the cruise lines for
decoration and furnishing purposes. The joint Art Sales Program, which the
parties shall conduct aboard cruise ships, pursuant to this Agreement, is
referred to herein as the "Art Sales Program."

B. This Agreement encompasses all cruise ships operating anywhere in
the world. The parties acknowledge that they currently are conducting the Art
Sales Program on ten ships. The parties shall jointly consider the advisability
of attempting to expand the Art Sales Program to additional ships and cruise
lines.

C. This Agreement shall have an initial term of two (2) years;
beginning April 11, 1996, and shall thereafter automatically renew for
successive two (2) year terms unless PWS sends notice of termination at least 90
days before the renewal date. If PWS terminates the Agreement by sending such
written notice of termination, then PWS shall be prohibited for two years,
directly or indirectly in any manner whatsoever from engaging in the business of
conducting Art Sales Programs on any cruise ship or ships, anywhere in the
world. The parties specifically agree that this covenant shall be enforceable by
injunction in any court of competent jurisdiction, in addition to all other
legal remedies.
<PAGE> 2
D. In the event any cruise ship line elects to terminate or not renew
the Art Sales Program on any or all of its ships, for any reason including the
fault of either party to this Agreement, then the parties shall jointly cease
conducting the Art Sales Program on such ship or ships. Thereafter, during the
term of this Agreement, the parties shall not conduct the Art Sales Program on
such ship or ships unless they can do so jointly in accordance with the terms
and conditions of this Agreement.

E. Provided that PWS acts in good faith and for reasons which it
reasonably believes are legitimate business reasons, then PWS shall have the
right to require that the parties either not put an Art Sales Program on a
cruise ship or terminate the Art Sales Program as to any cruise ship on thirty
(30) days written notice or on such notice as required by specific written
agreement CMI may have with that cruise ship. In that event the parties shall
not conduct the Art Sales Program on such ship, and neither party shall have the
right to conduct art auctions on that ship in the absence of the other. However,
if CMI because of contractual obligations or because of necessities created by
pressures from a specific cruiseline wishes to conduct an Art Sales Program on
board a ship and PWS chooses not to operate the Art Sales Program on that
specific ship, then CMI may have another art auction company operate the Art
Sales Program on that ship only after CMI has sent written notice to PWS
confirming that PWS has verbally informed CMI that PWS chooses not to operate
the Art Sales Program on that ship. PWS shall then have fourteen days to
formally accept or reject the Art Sales Program on that ship. Any agreement CMI
makes with such other art auction company shall be expressly terminable by CMI
upon notice of 140 days or less and CMI must immediately and unconditionally
terminate such agreement if PWS provides CMI with written notice at any time
that it wishes to operate the Art Sales Program on that ship. PWS, by sending
such notice to CMI, shall have the absolute right and obligation to take over
the Art Sales Program on such ship under the terms and conditions set forth in
this Agreement. PWS shall have the right to have CMI immediately and
unconditionally terminate another art auction company's Art Sales Program on a
specific ship, as set forth above in this paragraph, not more than once per ship
during each two-year term of this agreement.

2. Responsibilities

The parties' responsibilities with respect to the Art Sales Program
shall be as follows:

A. PWS shall conduct and manage the Art Sales Program on board the
ships by doing the following:

1) Supplying the art and the auctioneer and being responsible
for the art and the auctioneer.

2) Shipping the art to customers.

-2-
<PAGE> 3
3) Providing a customer service department to deal with
customer complaints.

4) Generally cooperating with CMI to provide active support
for the Art Sales Program.

5) Participating with CMI in the marketing and advertising
activities to promote the Art Sales Program on board the ships.

6) Provided that CMI uses its best efforts to negotiate the
most favorable terms for both PWS and CMI for the Art Sales Program aboard
ships, CMI shall exclusively handle negotiations with the cruise lines and shall
bring in PWS for assistance in negotiations at its discretion. CMI, however,
shall keep PWS fully advised and shall consult with PWS throughout negotiations
so that PWS through CMI is a party to all negotiations with cruise lines for Art
Sales Programs.

B. CMI shall solicit Art Sales Programs from various cruise lines and
will cooperate, notwithstanding that section 2.A.6 above shall be in force, with
PWS in such solicitations. CMI shall use its best efforts to actively market and
promote the Art Sales Programs on board the ships as follows:

1) Through port lecturers when its affiliate companies have
the port lecturing agreements.

2) By the creation of videos and their placement on TV
channels on board the ships.

3) By the creation and placement of magazine advertisements in
magazines it produces for the ships.

4) By working with PWS art auctioneers on board the ships to
arrange proper scheduling, storage, and other problem-solving for marketing and
operating the Art Sales Program, and by being responsible for the distribution
of brochures and various other marketing material which shall be provided by
PWS.

5) CMI shall attempt to negotiate for the most favorable
arrangements for PWS and CMI for the Art Sales Program on board ships.

6) CMI shall provide personnel to deal with sections 1 though
5 above and to deal with problems that arise in the Art Sales Program such as
customer problems, shipping framed art to customers and solving problems with
the cruise lines. However, the cost for shipping framed art to customers is the
responsibility of PWS, with the exception that CMI shall pay its own employees
who may be involved in the shipping process.

-3-
<PAGE> 4
7) CMI shall provide active support for the Art Sales Program.

8) CMI shall actively recruit art auctioneer candidates for
PWS.

C. Whenever possible, CMI shall make available to PWS discounted
airfares at special rates available to CMI through its relationship in the
travel industry, for all air travel by PWS' employees or agents related to this
Agreement. The cost for this travel shall be invoiced by CMI weekly and paid
weekly by PWS.

D. PWS shall maintain a comprehensive general liability insurance
policy covering property damage and personal injury in the aggregate amount of
$2,000,000.00. Such insurance policy shall name CMI and the cruise lines as
additional insureds. PWS shall provide CMI with copies of all such insurance
policies and declaration sheets and all renewals thereof.

E. PWS and CMI each comply with written agreements CMI may have with
particular cruise lines for the Art Sales Program and with reasonable
requirements which may be imposed by the cruise lines relative to the Art Sales
Program. However, PWS shall not be responsible for compliance for such written
agreements until it receives copies of the agreements from CMI.

F. During the term of this Agreement, PWS hereby grants to CMI a
non-exclusive, royalty-free right and license to use the "Park West At Sea" name
and mark solely in connection with the preparation of videos, advertisements and
scripted lectures to promote the Art Sales Program and for no other purpose or
use. All such videos, advertisements, lectures, etc., shall be subject to the
joint editorial control of the parties and the approval of the cruise lines.
Upon termination of this Agreement, the license shall terminate and CMI shall
cease using the "Park West At Sea" name and mark, except in the course and scope
of winding up any remaining business obligations hereunder.

3. Allocation and Payment of Revenues

A. The term "Gross Revenue" shall mean the auction hammer bid price
plus buyer's premium obtained by PWS for each artwork sold to a passenger on
board a cruise ship covered by this Agreement, even though delivery may occur
off the cruise ship or at a date after termination of the cruise, including the
price of the frame, but excluding any shipping, handling, insurance, appraisals
or any other applicable charges such as duty, taxes, freight, or storage which
may be charged to a customer purchasing art on a ship. The term "Net Revenue"
shall mean the "Gross Revenue" less the "Cruise Line Fee" as defined below. The
CMI Fee shall be [*] of the Net Revenue, hereinafter referred to as the "CMI
Fee."

B. For each refund paid by PWS with respect to a sale for which CMI was
paid a fee, CMI shall in turn refund to PWS [*] of the Net Revenue for the
original sale and CMI shall

__________________
* This confidential portion has been omitted and filed separately with the
Commission.

-4-
<PAGE> 5
endeavor to collect the Cruise Line Fee with respect to such refund from the
cruise line and remit it to PWS.

C. The parties acknowledge that the "Cruise Line Fee" is presently [*]
of the Gross Revenue.

4. Collection and Disbursement of Revenue

A. CMI shall collect revenues from the cruise lines (Gross Revenue plus
shipping, handling, insurance, appraisals or any other applicable charges such
as duty, taxes, freight, or storage which may be charged to a customer
purchasing art on a ship less the Cruise Line Fee). PWS shall receive from CMI
the net revenue (plus shipping, handling, insurance, appraisals or any other
applicable charges such as duty, taxes, freight, or storage which may be charged
to a customer purchasing art on a ship), less the CMI fee, and that amount is
hereinafter referred to as the "PWS Share." CMI shall disburse to PWS the PWS
Share as soon as reasonably practicable after CMI's receipt of the funds and, in
any event, not more than three business days after CMI's receipt of the funds.
CMI shall have no right whatever to withhold any funds belonging to PWS as the
PWS Share, for any reason, including but not limited to any set-offs or
reductions based on any claims which CMI may have against PWS. It is the express
intent of the parties that the PWS Share which CMI is obliged to timely remit
shall not be subject to claims of CMI and the PWS Share shall continue to be
paid out as set forth above notwithstanding any dispute of any type or nature
which may arise between PWS and CMI. CMI shall not be deemed to have waived any
claims against PWS by CMI's fulfillment of its payment obligations hereunder,
nor shall PWS be deemed to have waived any claims against CMI by its acceptance
and deposit of such monies or of its acceptance and deposit of a lesser amount
than PWS believes is owed. In the event CMI withholds funds belonging to PWS,
and CMI has been paid by the particular cruise lines for the cruises for which
funds are withheld, PWS, in addition to any other remedies allowed by law, shall
be entitled to recover interest at 8% per annum and its reasonable attorney fees
and legal expenses incurred in collecting the PWS Share. In addition, in the
event PWS has not shipped art within sixty-six days after the ending date of a
particular cruise, then CMI will have the right to withhold payment to PWS for
the purposes of making refunds for that art to the purchaser. In the event PWS
does not ship art within sixty-six days after the ending date of a particular
cruise and PWS has been paid by CMI for the particular cruises for which art has
not been shipped then CMI, in addition to any other remedies allowed by law,
shall be entitled to seek appropriate relief from PWS, withhold such amounts
from PWS future payments and recover interest at 8% per annum and any payments
already received by PWS for such sales to which PWS was not entitled by virtue
of such non-delivery and its reasonable attorney fees and legal expenses. In the
event there is litigation on either side, actual attorney fees and legal
expenses should be recovered only by the prevailing party in the litigation.

B. CMI's obligations to timely remit the PWS Share (after CMI's receipt
of the funds from the cruise lines), free of any claims or setoffs, is
personally guaranteed by Philip Levine. PWS's obligation to ship artwork for
which it has been paid is personally guaranteed by Albert

__________________
* This confidential portion has been omitted and filed separately with the
Commission.

-5-
<PAGE> 6
Scaglione and Park West Galleries, Inc. If CMI does not receive the funds from
the cruise lines through no fault or action by Philip Levine, CMI or PWS, then
there is no personal obligation by Philip Levine to remit said funds to PWS.

C. If a cruise line fails to remit payment to CMI, due to financial
problems or otherwise, and demands for payment have been made and such cruise
line has not responded to those demands with a reasonable schedule of dates of
payments, then CMI, in conjunction with PWS, shall take all action permitted by
law to collect amounts due and owing. CMI shall immediately pass along to PWS
any information CMI may receive concerning financial problems or possible
bankruptcy by a cruise line.

5. Miscellaneous

A. Assignment. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof may be assigned or delegated
by either party without the prior written consent of the other party.

B. Amendments. This Agreement may not be amended unless evidenced by a
writing signed by the party to be charged.

C. Construction. The parties acknowledge that this Agreement was the
result of arms-length negotiations by parties represented by independent legal
counsel. This Agreement shall be interpreted without regard to any presumption
or rule requiring construction against the party causing this Agreement to be
drafted.

D. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT
THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED.
EACH PARTY, AFTER CONSULTING WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND
VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN
THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY
WAY RELATED TO THIS AGREEMENT.

E. Counterparts. This Agreement may be executed in one or more
counterparts, including facsimile counterparts, each of which shall be deemed as
original, but all of which together shall constitute one and the same agreement.

F. Inspection of books and records. Each party shall be entitled to
inspect the books and records of the other solely as they pertain to the Art
Sales Program and the services rendered under this Agreement, at any reasonable
time or times, upon three (3) business day's written notice, in order to verify
the amounts due to each party, respectively.

-6-
<PAGE> 7
G. In the event of any litigation arising hereunder, the prevailing
party shall be entitled to recover from the losing party all reasonable
attorney's fees and costs incurred in such litigation.

H. (i) This paragraph 5(H) deals with the use of cruise ship passenger
names, and lists and records of such names. For purposes of this paragraph 5(H),
except 5(H) (vii), references to cruise ship passenger names (and lists and
records of such names) are only to persons who have purchased art from PWS
during a cruise.

(ii) The parties agree that in connection with PWS ability to
use the cruise ship passenger names, that CMI will not be obliged to operate in
any manner which may damage its valuable relationships with the cruise lines or
in contravention of the written agreements with the cruise lines, provided,
however, that CMI will not do anything to cause or encourage the cruise lines
from disallowing PWS to use the cruise ship passenger names or to cause or
encourage the cruise lines to limit or restrict PWS use of the names in any way.

(iii) PWS and CMI shall have the right to utilize cruise ship
passenger names for customer service and other purposes (i.e., sales of
additional art) only as allowed by the contracts with the cruise lines. Neither
CMI or PWS or their affiliates shall be allowed to sell or disclose the cruise
ship passenger names (or records or lists of such names) to any third party.

(iv) Even if allowed by the cruise lines, CMI and its
affiliates agree that they shall not sell art in any manner to passengers
identified on the cruise ship passenger name records except in conjunction with
Park West Gallery. However, PWS or its affiliates may, without the involvement
of CMI, sell art in their normal course of business to cruise passengers on the
cruise ship passenger records, only provided that it is in keeping with the
contracts with the cruiselines. It is the intent of the parties that PWS and its
affiliates shall have the right to sell art to cruise ship passengers in the
normal course of business (provided this is allowed by the cruise lines),
without the involvement of CMI or its affiliates, and that CMI shall take no
action (and shall not cause or encourage the cruise line to take any action) to
interfere with such activities by PWS.

(v) Notwithstanding paragraph (H)(iv) above, PWS and their
affiliates agree not to work with any firm other than CMI or its affiliates in
any joint telemarketing ventures which PWS or its affiliates may enter into with
third parties to sell art to passengers on the cruise ship passenger records.

(vi) Nothing in this paragraph 5(H) shall prevent PWS or its
affiliates in any way from utilizing names of customers or prospective customers
obtained by PWS or its affiliates from sources other than cruise ship auctions.

(vii) The above paragraph deals with passenger names (and
records) for passengers who have purchased art from PWS during a cruise. For all
other passengers ("non-

-7-
<PAGE> 8
buying passengers"), the following provisions apply: Neither CMI nor PWS will
sell or disclose lists of names of "non-buying passengers" to any third parties.
Further, neither CMI nor PWS shall attempt to sell art to non-buying passengers
unless they do so jointly under mutually agreeable terms and conditions for such
art auctions.

I. In the event a cruise line elects to sponsor or promote an art
auction on land and to invite cruise ship passengers, then PWS and CMI
exclusively agree to work together with the cruise line under mutually agreeable
terms and conditions for such art auctions.

J. Indemnification. Both CMI and PWS shall indemnify the cruise lines
as may be required by virtue of written agreements between CMI and the cruise
lines. This shall include responsibility for employees to the extent reasonably
required by the cruise lines. PWS shall indemnify CMI against all claims made by
employees or independent contractors of PWS, except to the extent that CMI is at
fault. CMI shall indemnify PWS against all claims made by employees or
independent contractors of CMI, except to the extent that PWS is at fault.

K. Confidentiality and Non-Compete: Neither party shall solicit the
other party's employees or independent contractors without the other party's
written consent and both parties shall instruct their employees or independent
contractors to not solicit the employees or independent contractors of the other
party.

L. Bankruptcy: If PWS files chapter 7 or chapter 11 bankruptcy, then
CMI may at its option terminate this agreement and work with any other art
auction company to conduct Art Sales Programs on cruise ships. If CMI files
chapter 7 or chapter 11 bankruptcy, then PWS may at its option terminate this
agreement and will not be subject to any non-compete and may work directly with
cruise lines or through any other parties it deems fit to conduct Art Sales
Programs on cruise ships. If PWS files chapter 7 or chapter 11 bankruptcy, PWS
is still subject to the non-compete provision of this agreement and as to the
joinder.

M. Tabulations: PWS will provide CMI with detailed per-cruise
tabulations of sales in order for CMI to verify cruise line remittances for
sales. Detailed per cruise tabulations of sales should have the same information
as the individual invoices for customer service purposes.

N. PWS shall use good faith efforts to cause its auctioneers to
consummate all art sales at sea, in all situations where possible, and not delay
such sales so that they are consummated on land.

-8-
<PAGE> 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set below.

<TABLE>
<S> <C>
CRUISE MANAGEMENT INTERNATIONAL, INC.

Dated: By: /s/ Philip Levine
------------------- --------------------------
Name: Philip Levine
Title: President

PARK WEST AT SEA, INC.

Dated: April 11, 1996 By: /s/ Albert Scaglione
------------------- --------------------------
Name: Albert Scaglione
Title: President
</TABLE>

-9-
<PAGE> 10
JOINDER AS TO SECTIONS 1 AND 5(H)

It is the intent of the parties that during the term of this Agreement, except
as otherwise provided herein, neither shall circumvent the other, directly or
indirectly, by conducting the Art Sales Program on cruise ships without the
other. Accordingly, to the extent Section 1 of this Agreement (titled Scope and
Duration) imposes obligations on PWS and CMI, such obligations are also imposed
on all related or affiliated persons and entities including but not limited to
the following: as to CMI; Onboard Media, Inc., Philip Levine, Jerry Chafetz and
Gerald Robins, and any companies or entities owned or controlled by all or any
of them. And as to PWS; Park West Galleries, Inc., Albert Scaglione, London
Contemporary Art, (hereinafter "LCA"), and the principals of LCA, but in the
case of LCA and the principals of LCA only to the extent that Albert Scaglione
or PWS or parties controlled by them have control over the principals of LCA,
and any companies or entities owned or controlled by all or any of them. To
further that intent, and for other good and valuable consideration, the
undersigned have executed this Agreement to acknowledge their joinder as to the
obligations of Section 1. This Joinder also applies to section 5(H).

<TABLE>
<S> <C> <C>
Dated: April 11, 1996 /s/ Albert Scaglione
-------------- --------------------------
Albert Scaglione

Dated: 6/18/96 /s/ Philip Levine
-------------- --------------------------
Philip Levine

Dated: 4/18/96 /s/ Jerry Chafetz
-------------- --------------------------
Jerry Chafetz

Dated: 4/18/96 /s/ Gerald Robins
-------------- --------------------------
Gerald Robins

PARK WEST GALLERIES, INC.

By: /s/ Albert Scaglione
--------------------------

Dated: April 11, 1996 Its: President
-------------- --------------------------
ON-BOARD MEDIA, INC.

By: /s/ Philip Levine
--------------------------

Dated: 4/18/96 Its: President
-------------- --------------------------
</TABLE>

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<PAGE> 11
JOINDER AS TO SECTION 4(B)

To induce each party to execute and perform this Agreement, and for
other good and valuable consideration, the undersigned hereby agree to comply
with and be subject to section 4(B):

<TABLE>
<S> <C> <C>
Dated: April 11, 1996 /s/ Albert Scaglione
-------------- --------------------------
Albert Scaglione

Dated: 4/18/96 /s/ Philip Levine
-------------- --------------------------
Philip Levine

PARK WEST GALLERIES, INC.

By: /s/ Albert Scaglione
--------------------------

Dated: April 11, 1996 Its: President
-------------- --------------------------
</TABLE>

-11-

<PAGE> 1
Exhibit 10.26

11/18/92

CONCESSION AGREEMENT

BY AND BETWEEN

CARNIVAL CRUISE LINES, INC.,
a Panamanian corporation

AND

GREYHOUND LEISURE SERVICES, INC.,
a Florida corporation
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE 1. DESCRIPTION AND TERM OF CONCESSION................................................................... 2
1.1. Grant of Concession............................................................................... 2
1.2. Term.............................................................................................. 2
1.3. Reimbursement for Cost of Merchandise and Equipment............................................... 3

ARTICLE 2. FACILITIES AND STORAGE TO BE FURNISHED BY CCL........................................................ 4
2.1. Facilities........................................................................................ 4
2.2. Storage and Utilities............................................................................. 5
2.3. Condition of Facilities........................................................................... 5
2.4. Communications.................................................................................... 5

ARTICLE 3. DETAILS AND QUALITIES OF SERVICES TO BE PERFORMED BY
CONCESSIONAIRE................................................................................................... 5
3.1. Representations and Warranties of Concessionaire.................................................. 5
3.2. Limitation on Marketing........................................................................... 6
3.3. Trained Employees................................................................................. 7
3.4. Performance Evaluation............................................................................ 7
3.5. Pricing of Merchandise............................................................................ 7
3.6. Discount to Crew.................................................................................. 7
3.7. Standards......................................................................................... 7
3.8. Prohibited Items.................................................................................. 8
3.9. Locks and Security................................................................................ 8
3.10. Risks to Merchandise............................................................................. 8
3.11. Credit Risks..................................................................................... 8

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF CCL................................................................ 9
4.1. Authority......................................................................................... 9

ARTICLE 5. COMMISSION........................................................................................... 9
5.1. Definitions....................................................................................... 9

ARTICLE 6. PAYMENTS............................................................................................. 11
6.1. Commission Due CCL................................................................................ 11
6.3. Per Diem Food Charges............................................................................. 11
6.4. Prizes and Gifts.................................................................................. 11
6.5. Payment Date...................................................................................... 12
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE 7. TRADEMARKS........................................................................................... 12
7.1. Nonexclusive License.............................................................................. 12
7.2. Restrictions on Assignment of License............................................................. 13
7.3. Submission of Newly Designed Marks................................................................ 13
7.4. Purchase Orders................................................................................... 14
7.5. Use of Marks, Etc................................................................................. 15
7.6. Infringements. .................................................................................. 15
7.7. Infringements. .................................................................................. 16
7.8. Termination of License. ......................................................................... 16
7.9. Merchandise Bearing the CCL Marks. .............................................................. 16
7.10. CCL Marks. ..................................................................................... 17

ARTICLE 8. MATTERS RELATING TO CONCESSIONAIRE'S EMPLOYEES....................................................... 17
8.1. Concessionaire's Obligations...................................................................... 17
8.2. Responsibility for Payment of Certain Expenses.................................................... 18
8.3. No Maritime Liens................................................................................. 18
8.4. Jones Act......................................................................................... 18
8.5. Employee Contracts................................................................................ 18
8.6. Ship's Articles................................................................................... 19
8.8. Health and Documentation.......................................................................... 19
8.9. Grooming.......................................................................................... 20
8.10. Shop Manager..................................................................................... 20
8.11. Supervisors...................................................................................... 20
8.13. Room and Board for Concessionaire's Employees.................................................... 21
8.14. Medical Care..................................................................................... 21
8.15. Prohibited Items................................................................................. 21

ARTICLE 9. CONCESSIONAIRE'S OTHER GENERAL OBLIGATIONS........................................................... 22
9.1. Safe Stowage...................................................................................... 22
9.2. Unseaworthiness................................................................................... 22
9.3. Careful Operations................................................................................ 22
9.4. Compliance with Laws.............................................................................. 23
9.5. Changes in Facilities and Utilities............................................................... 23
9.6. Damaged Property.................................................................................. 23
9.7. Interior Decorations.............................................................................. 23

ARTICLE 10. OTHER CCL OBLIGATIONS............................................................................... 23
10.1. Access........................................................................................... 23
10.2. Safe Deposit Boxes............................................................................... 23
10.3. Stevedoring...................................................................................... 24
10.4. Carrier's Release................................................................................ 24
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE 11. COMPLAINTS.......................................................................................... 24
11.1. Complaints....................................................................................... 24

ARTICLE 12. INSURANCE........................................................................................... 25
12.1. Hull and Machinery Insurance..................................................................... 25
12.2. Protection and Indemnity Insurance............................................................... 25
12.3. Concessionaire's Property and Liability Insurance................................................ 26
12.4. Certificates..................................................................................... 26

ARTICLE 13. CRUISE SCHEDULING................................................................................... 27
13.1. Scheduling of Cruises............................................................................ 27
13.2. Reposition of Vessels............................................................................ 27

ARTICLE 14. PROMOTION LITERATURE................................................................................ 27
14.1. Photographs...................................................................................... 27
14.2. Publicity........................................................................................ 28

ARTICLE 15. INVENTORY........................................................................................... 28

ARTICLE 16. CHANGE OF STATUS.................................................................................... 28
16.1. Sale or Charter of Vessel........................................................................ 28
16.2. Registry Change.................................................................................. 28
16.3. Change of Name of Vessel......................................................................... 29

ARTICLE 17. ASSIGNMENT.......................................................................................... 29
17.1. Assignment by Concessionaire..................................................................... 29
17.2. Assignment by CCL................................................................................ 30
17.3. Obligations Upon Assignment...................................................................... 30

ARTICLE 18. FORCE MAJEURE....................................................................................... 30
18.1. Delay............................................................................................ 30

ARTICLE 19. GENERAL AVERAGE AND SALVAGE......................................................................... 31
19.1. General Average.................................................................................. 31
19.2. Salvage.......................................................................................... 31
19.3. Earned Salvage................................................................................... 31

ARTICLE 20. BOTH TO BLAME COLLISION CLAUSE...................................................................... 32

ARTICLE 21. RECORDS AND INSPECTION.............................................................................. 32
21.1. CCL's Right to Audit............................................................................. 32
21.2. Inspections...................................................................................... 32
21.3. Minimal Interference............................................................................. 33
</TABLE>

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<TABLE>
<S> <C>
ARTICLE 22. INDEMNITY........................................................................................... 33
22.1. Indemnity by Concessionaire...................................................................... 33
22.2. Indemnity by CCL................................................................................. 34

ARTICLE 23. TERMINATION BY WITHDRAWAL, REQUISITION OR LABOR
DISPUTE.......................................................................................................... 35
23.1. Withdrawal of a Vessel From Trade................................................................ 35
23.2. Requisition of a Vessel.......................................................................... 36
23.3. Strikes.......................................................................................... 37

ARTICLE 24. DEFAULT AND REMEDIES................................................................................ 37
24.1. Events of Default................................................................................ 37
24.2. Remedies Upon Default............................................................................ 38

ARTICLE 25. RIGHT TO REMEDY DEFAULT............................................................................ 39

ARTICLE 26. ARBITRATION AND CHOICE-OF-LAW....................................................................... 39
26.1. Arbitration...................................................................................... 39
26.2. Applicable Law................................................................................... 39

ARTICLE 27. AMENDMENTS AND MISCELLANEOUS........................................................................ 40
27.1. Entire Amendment................................................................................. 40
27.2. Binding Nature and Assignment.................................................................... 40
27.3. Headings......................................................................................... 40
27.4. Severability..................................................................................... 40
27.5. Notices.......................................................................................... 40
27.6. Brokers.......................................................................................... 41
27.7. Confidentiality.................................................................................. 41
27.8. Cooperation...................................................................................... 42
27.9. Independent Contractors.......................................................................... 42
27.10. Advertising..................................................................................... 42
</TABLE>

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<PAGE> 6
EXHIBITS

Exhibit 2.1 Storage Facilities

Exhibit 2.1(a) Premises and Shopfittings

Exhibit 6.2 Letter of Guaranty of Performance

Exhibit 7.1 Trademarks, Service Marks, Design Marks and Patents

Exhibit 8.8 Medical Examination List of Services

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<PAGE> 7
11/18/92

CONCESSION AGREEMENT

This Concession Agreement ("Agreement") made and concluded on the 23rd
day of November, 1992, by and between CARNIVAL CRUISE LINES, INC., a Panamanian
corporation, hereinafter sometimes referred to as "CCL", and GREYHOUND LEISURE
SERVICES, INC., a Florida corporation (hereinafter referred to as
"Concessionaire") and THE DIAL CORP, a Delaware corporation (hereinafter
referred to as "Guarantor").

W I T N E S S E T H:

WHEREAS, CCL is the owner and/or operator of the TSS CARNIVALE, TSS
MARDI GRAS, TSS FESTIVALE, MS TROPICALE, MS HOLIDAY, MS JUBILEE, MS CELEBRATION,
MS FANTASY, MS ECSTASY, MS SENSATION (upon commissioning in or around October
1993), MS FASCINATION (upon commissioning in or around October 1994), and the MS
IMAGINATION (upon commissioning in or around October 1994), and the MS
IMAGINATION (upon commissioning in or around October 1995), hereinafter referred
to individually as "Vessel" or collectively as the "Vessels;

WHEREAS, CCL has the right to grant the Concession, which is the
subject of this Agreement for the Vessels;

WHEREAS, CCL wishes to grant to Concessionaire a concession for the
operation of shops aboard each of the Vessels to purchase, sell and supply
certain merchandise and sundries on an exclusive basis, and Concessionaire
wishes to accept and to perform such concession, for the consideration set forth
in, and subject to all the terms and conditions of, this Agreement.

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<PAGE> 8
NOW, THEREFORE, for and in consideration of the mutual agreements
contained herein, and for other good and valuable consideration, CCL, Guarantor
and Concessionaire agree as follows:

ARTICLE 1. DESCRIPTION AND TERM OF CONCESSION.

1.1. Grant of Concession.

(a) CCL hereby grants to Concessionaire the exclusive
concession for the sale aboard the Vessels' retail shops for all of the
following merchandise and sundries (collectively, "Merchandise"):

(i) Purchasing, supplying and selling watches,
jewelry, fragrances, cosmetics, T-shirts, logo souvenir,
merchandise, candies, packed food and sundries; and

(ii) Purchasing, supplying and selling of duty-free
liquor.

(b) CCL shall not engage, directly or indirectly, aboard any
of the Vessels in the same or similar business as that of the
Concessionaire, except for preexisting situations such as the Purser's
office and beauty salon, nor shall CCL allow any other person or entity
to do so.

(c) At times during a cruise when the Vessel is in port,
Concessionaire shall also have the right to sell aboard the Vessel all
tax paid and duty paid Merchandise, provided that Concessionaire
obtains all prior approvals and permits from local U.S. Customs and
other local foreign governmental authorities to sell same.

1.2. Term. The term of this Agreement shall commence for the respective
Vessels as follows, and unless terminated earlier or later shall expire on March
10, 1998:

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<PAGE> 9
(a) With respect to the MS SENSATION, this Agreement shall
apply on the date of its arrival in Miami commencing in or around
October 1993; the MS FASCINATION on the date of its arrival in Miami
commencing in or around October 1994; and the MS IMAGINATION on the
date of its arrival in Miami commencing in or around October 1995;
subject to the present concessionaire exercising its right to service
the on board concession, which if exercised, then Section 1.2(b) below
shall apply to the MS SENSATION, MS FASCINATION and MS IMAGINATION
commencement dates. CCL shall advise Concessionaire in writing sixty
(60) days in advance of the respective dates of the MS SENSATION, MS
FASCINATION and MS IMAGINATION arrivals in Miami, Florida.

(b) With respect to the remaining Vessels, on the date the
respective Vessels depart their home port during the week following
March 10, 1993.

(c) CCL, at its option, may change the expiration date of
March 10, 1998, for the respective Vessels, plus or minus up to 15
days, provided that CCL gives Concessionaire written notice of its
election at least 60 days prior to March 10, 1998.

1.3. Reimbursement for Cost of Merchandise and Equipment. In addition
to any other consequences of termination or expiration separately set forth in
this Agreement, in the event of expiration or termination of this Agreement as
it relates to the respective Vessels, CCL shall purchase, or shall cause its
designee to purchase, from Concessionaire, and Concessionaire shall sell
(subject to appropriate security instruments until payment in full) to CCL or
its designee, as the case may be, within ten (10) days of such expiration or
termination date of a Vessel, with payment due in full to be made within sixty
(60) days of such expiration to termination date of a Vessel:

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<PAGE> 10
(a) The inventory of Merchandise held by Concessionaire on the
subject Vessel as of the date of termination or expiration at a price
equal to the "laid in" cost plus any applicable tax of the Merchandise;

(b) All reasonable inventory of the Merchandise which bear the
CCL logo and/or trademark(s) which are not aboard the subject Vessel at
a price equal to Concessionaire's acquisition costs plus any applicable
tax;

(c) All Merchandise in the process of manufacture which bear
the CCL logo and/or trademark(s) at the cost plus any applicable tax to
Concessionaire; and

(d) All Concessionaire's equipment aboard the subject Vessel
utilized by Concessionaire in the operation of the concession granted
hereunder at a price equal to Concessionaire's depreciated book value
(using a five (5) year straight line depreciation). For purposes of
this Section 1.3, the "laid-in" cost of an item shall be equal to
Concessionaire's acquisition cost, plus any applicable tax, and plus
all transportation costs from Concessionaire's warehouse.

(e) Notwithstanding anything herein to the contrary, if a
license or lease agreement with a third party in respect of any
equipment or software prohibits an assignment of such equipment and/or
software from Concessionaire to CCL or its designee, then
Concessionaire shall not sell the same to CCL or its designee.

ARTICLE 2. FACILITIES AND STORAGE TO BE FURNISHED BY CCL.

2.1. Facilities. CCL hereby grants, during the term of the Agreement,
Concessionaire the right to use:

(a) The shop premises ("Premises") described in Exhibit 2.1(a)
attached hereto and made a part hereof; and

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<PAGE> 11
(b) The furnishings and fixtures located within the Premises
and described in Exhibit 2.1(a) ("Shopfittings"); and

2.2. Storage and Utilities. CCL shall, during the term of this
Agreement and at its own cost and expense, furnish Concessionaire with existing
storage facilities, as well as reasonably adequate supplies of water, electric,
air conditioning and other utility services necessarily incident to
Concessionaire's operations on the Vessels. CCL shall not be liable to
Concessionaire for any loss or damage caused by or resulting from any variation,
interruption or any failure of said utility services, except that CCL shall
promptly take such corrective measures as are feasible and diligently restore or
repair such utility services.

2.3. Condition of Facilities. Concessionaire has inspected and fully
familiarized itself with all of the existing facilities and plans for facilities
on the Vessels not yet commissioned on the date of execution of this Agreement.
Provided, however, Concessionaire's acceptance of the Premises in an "as is"
condition for each Vessel is specifically conditioned upon the takeover of each
Vessel and Concessionaire's physical inspection of the existing facilities of
the respective Vessels.

2.4. Communications. CCL shall furnish Concessionaire with reasonable
shipboard radio, telephone and telex communications for business purposes at
cost.

ARTICLE 3. DETAILS AND QUALITIES OF SERVICES TO BE PERFORMED BY CONCESSIONAIRE.

3.1. Representations and Warranties of Concessionaire. Concessionaire
covenants, warrants, and represents that:

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<PAGE> 12
(a) Concessionaire is an experiences concessionaire, fully
qualified to operate, supervise and/or perform the purchase and sale of
sundries and merchandise in the Vessels' shops, and that it has
employed or has available and will furnish a sufficient, capable, and
trained staff to operate the shops and facilities.

(b) If requested by CCL, Concessionaire will engage the
services of a professional window dresser to display the merchandise
for sale in a Vessel's shop. Concessionaire will maintain the highest
standards when changing showcase and window displays.

(c) (i) Concessionaire will sell high quality internationally
recognized brands of retail Merchandise. The Concessionaire
may sell bottled liquor during the cruise at a price which
shall not materially affect bar sales by CCL for liquor for
consumption during the cruise, but may deliver bottled liquor
at the duty-free market price to the passengers only on the
last day of the voyage.

(i) The Purser will operate vending machines on board
for the sale of individual packs of cigarettes and shall
purchase all of the cigarettes by the case at the wholesale
market price from Concessionaire. As provided in Section 5(a)
below, these cigarette sales are excluded from Gross Receipts.

3.2. Limitation on Marketing. Subject to the exclusive concession
rights aboard the Vessels granted herein, CCL may prohibit Concessionaire from
marketing any specific goods or services aboard a Vessel if in CCL's good faith,
reasonable opinion such marketing is undesirable or is likely to be prejudicial
to the business of CCL's either directly or indirectly; provided, however, such
right to prohibition shall not relate or apply to those products normally sold
on a duty-free basis, except where such products shall be reasonably deemed
pornographic, obscene or likely to impair the safety of the Vessel. During any
voyage, a

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<PAGE> 13
Vessel's Master may exercise this right on behalf of CCL, but on termination of
any such voyage, the matter may be referred to CCL by Concessionaire.

3.3. Trained Employees. Concessionaire will engage in its services
aboard a Vessel an adequate number of employees, sufficiently trained in their
duties and conversant in English, who will perform Concessionaire's obligations
hereunder in a courteous and efficient manner so as to meet high standards of
retail merchandising.

3.4. Performance Evaluation. Within 60 days after signing this
Agreement, Concessionaire will establish, to the reasonable satisfaction of CCL,
a system for evaluating the performance of Concessionaire's employees so as to
assure continuous maintenance of the quality standards required of them.

3.5. Pricing of Merchandise. Prices charged on goods for resale to
passengers in the Premises are to be fixed by Concessionaire, subject to the
rights of CCL to question any such prices if CCL regards them to be
unreasonable, acting in good faith.

3.6. Discount to Crew. Concessionaire will sell sundries to officers,
staff and crew of each Vessel and CCL's employees at a [* ] discount
off the list prices. For all such purchases, Concessionaire may require the
purchaser to furnish a signed receipt identifying the items purchased, the price
paid, the amount of the discount, and the purchaser's status and crew number. As
provided in Section 5(a) below, the discounted amount agreed upon will be
excluded from Gross Receipts.

3.7. Standards. Concessionaire will implement and maintain high
standards of presentation, service and product selection.

- ------------
* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 14
3.8. Prohibited Items. Concessionaire will comply, and cause its
employees to comply, with the terms of any agreement and/or policy now existing,
or hereafter entered into or adopted by CCL, with respect to the carrying on
board the Vessels and/or use on board the Vessels of any narcotics or other
controlled substances that CCL may deem necessary in view of the laws,
regulations and policies of any governmental jurisdiction including, without
limitation, the zero tolerance policy of the government of the United States of
America.

3.9. Locks and Security. Concessionaire shall provide adequate locks,
seals and security to the Vessel's Premises and storage facilities, and CCL
shall cooperate in all efforts to provide security to Concessionaire's property.
CCL, however, acknowledges that Concessionaire has no enforcement or
disciplinary rights with respect to personnel of the Vessel other than
Concessionaire's employees, and CCL agrees that it will cause the Vessel,
through the Master, to cooperate with Concessionaire to maintain the security of
Concessionaire's property by such disciplinary measures as are reasonably
necessary.

3.10. Risks to Merchandise. Concessionaire assumes all risk of loss
caused by theft or unexplained disappearance of its Merchandise from the
Premises or the storage facilities.

3.11. Credit Risks. Concessionaire may at its own risk accept credit
cards (except American Express), travelers checks or personal checks from its
customers (including officers, staff and crew of the Vessel). All cash sales
will be made in United States currency for any of its customers. All requests
for exchange of foreign currency will be referred to the Vessel's Purser.
Subject to the last sentence, Concessionaire shall bear the risk that it may
receive counterfeit money and invalid credit card charges from its customers,
which amounts, however, shall be excluded from Gross Receipts as provided in
Section 5(a) below at such time as such status can be documented to CCL.
Adjustments to monies owed are to be made as soon as practical to reflect the
proper account balance between the parties. CCL shall bear all collection risks
associated with changes made to the shipboard accounts pursuant to the Sail &
Sign Program.

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<PAGE> 15
Upon implementation of the Sail & Sign Program in the Premises, CCL
shall collect from Concessionaire [* %] (which amount shall be
excluded from Gross Receipts as provided in Section 5(a) below. [*

] and is subject to an annual
adjustment. The processing fee will be adjusted upward or downward in an amount
equal to any changes in CCL's annual adjustments (made on or around May 1 of
each year) to its current shipboard account discount fee. Any such adjustments
will be consistent with the discount fee charged for shipboard accounts on
luxury ships of similar size.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF CCL.

4.1. Authority. CCL represents and warrants that it is a corporation
duly organized, validly existing and in good standing under the laws of the
Country of Panama, is duly qualified to do business and in good standing in each
jurisdiction where the nature of its business requires it, and has full legal
and corporate power and authority to execute and deliver this Agreement and
grant the rights and perform the obligations described in this Agreement.

ARTICLE 5. COMMISSION.

5.1. Definitions. The following terms used in the Agreement shall have
the following meanings:

(a) "Gross Revenue" shall mean all receipts, money or things
of value received, receivable, or payable from sales of Merchandise in
or from each Vessel, whether such sales are evidenced by cash, check,
credit, charge account, credit card, exchange or otherwise. All such
sales, whether cash or credit, shall be considered part of Gross
Receipts at the time such sale is made. The following shall be excluded
from Gross

- ------------
* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 16
Receipts: (i) the amount of any sales, use, transaction privilege,
excise or gross receipts, tax imposed by any governmental authority
collected from customers and paid by, or on behalf of, Concessionaire
to such governmental authority; (ii) amounts received or receivable
from sales of assets, including goodwill, in connection with the
liquidation, reorganization or transfer of all or any part of
Concessionaire's business; (iii) sale of trade fixtures and capital
equipment used in the operation of the business; (iv) amounts received
from the sale, transfer or exchange of the entire business of
Concessionaire; (v) credits, payments or refunds received from
insurers, shippers or manufacturers resulting from Concessionaire's
claim for loss or damage to Merchandise in transit; (vi) refunds,
credits or payments by Concessionaire to customers for returned
Merchandise in an amount not exceeding the actual selling price of the
returned Merchandise; (vii) amounts attributable to counterfeit money
and invalid, unauthorized or stolen credit card charges pursuant to
Section 3.11; (viii) the total dollar amount of discounts granted to
crew members pursuant to Section 3.6; (ix) amounts received pursuant to
Section 1.3, 3.1(c)(ii), and 6.4; and (x) [* ] as
described in Section 3.11 above (subject to changes as described
therein) in respect of the Sail & Sign Program.

(b) "Revenue Passenger" shall mean any person listed on the
Vessel's passenger manifest, except for persons traveling for the
business purposes of the Vessel, CCL or Concessionaire.

- --------
* This confidential portion has been omitted and filed separately with
the Commission.

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ARTICLE 6. PAYMENTS.

6.1. Commission Due CCL. Concessionaire shall pay to CCL the greater
of:

(a) [*

] or

(b) [* ] of the Gross Revenue from
Concessionaire's sale of all Merchandise from the Vessel on each
cruise.

6.2. Letter of Guaranty. Upon execution of the Agreement,
Concessionaire shall provide a Letter of Guaranty of Performance from The Dial
Group, as Guarantor, in form and substance identical to Exhibit 6.2 attached
hereto and made a part hereof. Guarantor agrees and acknowledges it has read
this Agreement and fully understand the nature of this guaranty obligations
herein.

6.3. Per Diem Food Charges. CCL shall provide meals for
Concessionaire's employees while on board each Vessel in the appropriate staff
dining room of the Vessel. Concessionaire agrees to pay CCL a per diem messing
charge of [*
] per employee for each night that each of Concessionaire's
employees is on board a Vessel until March 10, 1998. CCL may, at its option,
annually increase the messing charges on March 1 of each year thereafter, but no
such annual increase shall exceed [* ] of the per diem charges for the previous
year.

6.4. Prizes and Gifts. CCL will pay Concessionaire for the Merchandise
(other than sundries) which CCL purchases from the Premises for use as prizes or
gifts to passengers or

- --------
* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 18
other personnel aboard the Vessel, at prices [*
] the prices at which Concessionaire regularly sells
the same items of Merchandise to passengers aboard the Vessel. Such discounted
sales shall be excluded from Gross Receipts as provided in Section 5.1 above.

6.5. Payment Date. At the end of each voyage of a Vessel, the Purser
shall furnish to Concessionaire's shop manager, in writing, the total Revenue
Passenger cruise days during the voyage, and the Concessionaire's shop manager
shall furnish the Purser, in writing, the Concessionaire's Gross Receipts from
the voyage. Pursers shall also be given copies of all Z-readings from such
register to verify sales. Concessionaire shall pay the amounts due herein as
rental fees for each Vessel (pursuant to Section 6.1 above) to CCL within nine
(9) calendar days after the conclusion of each voyage for the subject Vessel
together with a payment for food/messing charges per Section 6.3 above less
amounts due Concessionaire per Section 6.4 for the subject Vessel.
Concessionaire shall receive a credit against any amounts due herein as a rental
fee equal to any charges to shipboard accounts established by CCL for the
purchase of Merchandise. CCL shall pay to Concessionaire the remaining balance
in respect of Merchandise sales charged to the shipboard accounts established by
CCL within nine (9) calendar days after the conclusion of each voyage for the
subject Vessel. Payments made by either party hereto shall be made by their
company check in U.S. Dollars, and CCL shall be solely responsible for
collecting all sums due on account of Merchandise sales charged to shipboard
accounts.

ARTICLE 7. TRADEMARKS.

7.1. Nonexclusive License. CCL hereby represents that it is the owner
of the trademarks, service marks, design marks, names, design and patents
described on Exhibit 7.1 attached hereto, as may be amended in writing by CCL
from time to time hereafter, and such other logos and marks as may be utilized
by CCL anywhere in the world of which

- --------
*This confidential portion has been omitted and filed separately with
the Commission.

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Concessionaire shall have received information (collectively, the "CCL Marks").
CCL hereby grants to Concessionaire, and Concessionaire hereby accepts, for the
term of this Agreement and for the fee set forth in Article 6 hereof, a limited,
nonexclusive license to use the CCL Marks on and in connection with the
manufacture and sale of the Merchandise in respect of Concessionaire's
performance hereunder.

7.2. Restrictions on Assignment of License. Concessionaire shall not
sell, assign or transfer the license granted hereunder without CCL's express
written consent authorized by a duly elected corporate officer of CCL, which
consent shall not be unreasonably withheld or delayed.

7.3. Submission of Newly Designed Marks.

(a) Concessionaire shall submit to CCL (as set forth in
subsection 7.3(b) of this Section) for approval prior to use, all
artwork or photostats of artwork, indicating colors and processes of
manufacture, of newly designed and not previously approved uses of the
CCL Marks. CCL shall have the right, in its sole and absolute
discretion, to forbid the use thereof. Samples of literature,
advertising, catalogs and packaging relating to the souvenirs will be
provided on a timely basis by Concessionaire to CCL following printing
or production. When using the CCL Marks, the Concessionaire agrees to
undertake to comply with the requirements of all laws pertaining to
trademarks, including marking requirements. Before using any of the CCL
Marks, Concessionaire shall inform CCL of the nature and quality of the
souvenirs and shall thereafter promptly furnish samples thereof to CCL.

(b) Prior to placing any orders for the manufacture of
Merchandise on which newly designed and not previously approved uses of
the CCL Mark(s) are intended to be imprinted, Concessionaire shall
submit for approval the name, address, phone number and telefax number
of each manufacturer therefor and, should the manufacturer be
satisfactory to CCL, Concessionaire shall subsequently submit to CCL
the artwork,

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<PAGE> 20
styles, designs, contents, workmanship and quality of such merchandise,
in the form requested by CCL, to the attention of Geri Donnelly or her
designee in CCL's Marketing Department, 3655 N.W. 87 Avenue, Miami,
Florida.

(c) All materials and information submitted pursuant to this
Section shall be deemed automatically approved if notification of
rejection is not received by Concessionaire within forty-five (45) days
of CCL's receipt of such materials and/or information.

7.4. Purchase Orders. Concessionaire shall ensure that all orders for
Merchandise to be imprinted with the CCL Mark(s) have been approved by CCL as
provided in Section 7.3; are paid and delivered to, or otherwise obtained by,
Concessionaire on a timely basis; and shall use its reasonable best efforts to
ensure that the following language is inserted into or delivered for signature
with all purchase orders and/or agreements for the manufacture of merchandise to
be imprinted with the CCL Mark(s):

Manufacturer agrees to notify Carnival Cruise Lines, Inc. ("Carnival"),
attention Legal Department, 3655 N.W. 87 Avenue, Miami, Florida 33178
(Telefax: 305-471-4788), by telefax and by certified mail, return
receipt requested, in the event Greyhound Leisure Services fails to pay
for and/or take delivery of any goods and/or merchandise imprinted with
the trademarks, service marks, design logos and/or artwork of Carnival
(the "Carnival Marks") within forty-five (45) days after receipt of
invoice for same; and Carnival shall have the right of first refusal to
purchase such merchandise upon the terms thereof.

Any merchandise which is not in compliance with the quality and
graphics standards issued by Carnival regarding the Carnival Marks of
which manufacturer has been informed prior to manufacture shall,
wherever possible, be corrected by manufacturer to the specifications
of such standards or, if not possible, shall be offered to Carnival at
the direct cost of production and, if Carnival does not agree to
purchase such merchandise at the direct cost of production, shall be
destroyed by manufacturer.

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<PAGE> 21
7.5. Use of Marks, Etc.

(a) Concessionaire shall cause to appear with each use of the
CCL Mark(s) such trademark notice symbols and/or copyright and trade
dress notices as shall be instructed by CCL. Upon receipt by
Concessionaire, it agrees to follow CCL's written policy, as may be
amended from time to time, regarding the proper usage of the CCL Marks
on printed material and on goods and merchandise.

(b) Concessionaire will in no way represent that it has any
right, title and/or interest in and to the CCL Marks, except as
expressly granted under the terms of this Agreement, nor shall
Concessionaire contest CCL's title register and the registrations of
the CCL Marks, nor shall Concessionaire acquire any rights in the CCL
Marks by virtue of any use it may make thereof.

(c) Concessionaire agrees that CCL is and will be the owner of
all goodwill that may in the future attach to the CCL Marks as a result
of Concessionaire's use thereof.

(d) Concessionaire further agrees that it shall not at any
time register or apply to register the CCL Mark(s) or any trademark,
logo or design similar thereto anywhere in the world. Upon termination
of this Agreement, Concessionaire agrees to cease all use of the CCL
Marks or any confusingly similar trademarks or trade names; and
Concessionaire shall at no time adopt for use any trademarks or trade
names confusingly similar to any of the CCL Marks.

7.6. Infringements. CCL shall have the sole right to determine whether
or not any action shall be taken on account of any infringement or imitation;
and Concessionaire shall reasonably cooperate with CCL in protecting and
defending the CCL Marks and the Merchandise bearing the CCL Marks. With respect
to infringements of the CCL Marks, CCL shall be entitled to receive and retain
all amounts awarded as damages, profits or otherwise in connection with such
suits.

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<PAGE> 22
7.7. Infringements.

(a) CCL shall indemnify, defend, and hold Concessionaire
harmless from, for and against any and all claims (and any and all
costs and expenses associated therewith) that the CCL Marks infringe a
copyright, patent, or violate a proprietary right, of any third party.
This subsection shall survive termination of this Agreement.

(b) Subject to subsection 7.7(a) above, Concessionaire shall
indemnify Carnival and hold Carnival harmless from and against any and
all costs and expenses, charges, fees, claims, actions, demands and
damages (including court costs, reasonable attorneys' and experts' fees
and expenses, through appeal) in connection with or arising out of any
infringement or alleged infringement of the CCL Marks by reason of the
sale or delivery by the manufacturer (used by Concessionaire) of the
merchandise on which the CCL Marks have been imprinted due to
Concessionaire's negligent failure to comply with Section 7.4 above, or
Concessionaire's negligence to ensure and accept delivery of
merchandise ordered by Concessionaire on which the CCL Mark(s) have
been imprinted, except as otherwise provided herein. Concessionaire
covenants and agrees that CCL shall be entitled to any and all rights
and remedies available at law or in equity, including reasonable
attorneys' fees, costs and expenses involved in obtaining an injunction
against a manufacturer to prevent the sale or distribution of such
merchandise to third parties.

7.8. Termination of License. The license in the CCL Marks granted
hereunder shall terminate upon the expiration, suspension or the termination of
this Agreement by either party and in accordance with the provisions herein.

7.9. Merchandise Bearing the CCL Marks. Articles of merchandise bearing
the CCL Mark(s) may become available to CCL from time to time from other
licensees and sublicensees. CCL may advise Concessionaire of such situations,
and Concessionaire will

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consider in its good business judgment whether or not to purchase, supply and
sell such articles of merchandise in its inventory of stock to be sold on the
Vessels under the terms and conditions of this Agreement.

7.10. CCL Marks. For the term of this Agreement, CCL represents,
warrants, and covenants in respect of the CCL Marks the following:

(a) Third Party Merchandise (defined below) will not be
purchased, supplied or sold at any souvenir establishment, gift shop,
duty free shop or like vendors in or around any ports where any of the
Vessel's may dock.

(b) CCL will restrict all third party licensees from selling
or supplying any Third Party Merchandise on or at a Vessel, except to
Concessionaire.

For purposes of this Section 7.10, "Third Party Merchandise" shall mean any
sundries or merchandise identical or similar to the Merchandise which bears the
CCL Marks and is purchased, supplied or sold by any third party.

ARTICLE 8. MATTERS RELATING TO CONCESSIONAIRE'S EMPLOYEES.

8.1. Concessionaire's Obligations.

(a) Concessionaire's status under this Agreement is solely
that of an independent contractor, and Concessionaire at all times has
the obligation and right to control all of the employees engaged by
Concessionaire to perform its obligations hereunder, and such persons
are solely the responsibility of Concessionaire. Concessionaire is
solely responsible for the payment of all wages, vacation pay, benefits
and repatriation expenses to each of its employees. Except in
connection with Supervisors, Concessionaire shall furnish CCL with
copies of the contract forms used for engaging the services of on board
Concessionaire employees.

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(b) Concessionaire may in its sole discretion, at its own
expense and without interfering with Vessel's operations, replace its
employees or transfer them between the Vessels, at reasonable
intervals.

8.2. Responsibility for Payment of Certain Expenses. Concessionaire is
solely responsible for the payment of any medical and subsistence expenses or
damages to Concessionaire's employees arising from accident or illness. Except
as provided in Section 8.8(b), Concessionaire shall indemnify CCL for any such
expenses or damages incurred by CCL.

8.3. No Maritime Liens. Concessionaire's employees do not have maritime
liens on a Vessel for any payments due to them in connection with their services
for Concessionaire.

8.4. Jones Act. Concessionaire's employees are not entitled to assert
claims against CCL under Jones Act, 46 U.S.C. 688.

8.5. Employee Contracts. In each of its contracts with its employees,
Concessionaire will insert the following notice:

"Your employer is a concessionaire of Carnival Cruise Lines, Inc., the
owner of the Vessel. You are subject to the control of your employer.
You are also subject to the authority of the Master for purposes of
health, safety, and discipline. In your dealings with passengers, you
will refer to yourself as a member of the Vessel's shops. However, your
employer is solely responsible for you, and neither the Vessel nor
Carnival Cruise Lines, Inc., are obligated to you for any payments. You
are required to comply with the terms of any agreement and/or policy
now existing, or hereafter entered into or adopted by Carnival Cruise
Lines, Inc., with respect to the carrying on board the Vessel and/or
use on board the Vessel of any narcotics or other controlled substances
that Carnival Cruise Lines, Inc., may deem necessary or desirable in
view of the laws, regulations and policies of any governmental
jurisdiction including, without limitation, the zero tolerance policy
of the government of the United States of America."

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8.6. Ship's Articles.

(a) Concessionaire irrevocably appoints the Master of a Vessel
as its agent with the power of overall supervision of Concessionaire's
employees on board the Vessel for purposes of health, safety, and
discipline. The Master may delegate this supervisory power to the
Vessel's Staff Captain and/or Purser.

(b) Only for purposes of health, safety and discipline and to
facilitate compliance with the immigration laws applicable in a
Vessel's base port and other ports of call, Concessionaire's employees
will sign on ship's articles; but such adherence to ship's articles
will not in any way detract from or modify the Concessionaire's status
as an independent contractor, and its relationship or its right and
obligation to control its employees, as described in Sections 8.1
through 8.4, above. CCL agrees to make all arrangements for
Concessionaire's employees to sign on and off ship's articles, provided
that all reasonable costs in connection therewith shall be for the
Concessionaire's account.

8.7. Concessionaire will not intentionally advertise or otherwise cause
to become known amongst the passengers that Concessionaire is a concessionaire.
In their dealings with passengers, Concessionaire's employees will refer to
themselves as member of the Vessel's gift shop, but such references for purposes
of passenger relations will not in any way detract from or modify
Concessionaire's status as an independent contractor, and its relationship or
its right and obligation to control its employees as described in Sections 8.1
through 8.4 above.

8.8. Health and Documentation.

(a) Concessionaire will employ on board the Vessel only
persons who are of good moral character as well as good health, who
hold valid passports, visas, and all other permits required by any
governmental authority having jurisdiction, in order that they may
enter and leave the base port and other ports where the Vessel may
call. CCL agrees to arrange for all on board immigration formalities
and to accept responsibility

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for safekeeping of all passports or other immigration documents turned
over to it by Concessionaire's employees.

(b) Concessionaire will at its own expense arrange for each of
its employees to receive and pass a complete medical examination, as
per the attached list of services, attached hereto as Exhibit 8.8, and
including a chest x-ray and blood test, immediately prior to serving on
board a Vessel and periodically thereafter. The report of such
examination shall be forwarded to the Vessel's doctor indicating that
the employee is medically fit for service on board the Vessel in
accordance with standards established by CCL.

8.9. Grooming. Concessionaire's employees will at all times keep
themselves neatly groomed, well spoken, and suitably attired in uniforms to be
provided at Concessionaire's expense.

8.10. Shop Manager. Concessionaire will designate for a Vessel a shop
manager ("Shop Manager") of suitable experience and caliber to supervise the
work of Concessionaire's other employees, subject to the overall supervision of
the Master as provided in Section 8.6(a) above.

8.11. Supervisors. From time to time, when deemed necessary by
Concessionaire or reasonably requested by CCL, Concessionaire will furnish a
reasonable number of executive or surveillance employees to travel on a Vessel
for purposes of inspecting Concessionaire's operations. Suitable accommodations
for such executive or surveillance employees of Concessionaire will be provided
by CCL, if available, without charge, to Concessionaire; except that
Concessionaire will pay the charge described in Section 6.3 for such persons at
the same rate Concessionaire is then being charged for its shop personnel. When
Concessionaire's executives or surveillance employees are traveling on board the
Vessel, they shall be bound by and subject to all terms and conditions of their
passenger ticket, and shall be entitled to the

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same access, if any, to the public rooms of the Vessel as may be allowed from
time to time by CCL to its on board employees of equal rank.

8.12. In his/her discretion, the Master may require, when he/she
determines it necessary in his/her sole discretion to preserve health, safety or
discipline on board the Vessel, that any employee of Concessionaire to remove
himself/herself and his/her belongings from a Vessel at any time when the Vessel
is in port, and all repatriation expenses, if any, will be for Concessionaire's
account. Concessionaire shall be entitled to appeal such removal by referring
the matter to CCL for final determination, which determination shall be made in
good faith.

8.13. Room and Board for Concessionaire's Employees. CCL shall provide
reasonably, adequate clean and sanitary quarters of staff or crew grade on board
each Vessel and clean bed linen and towels at normal intervals for
Concessionaire's employees employed on board each Vessel without additional
charge to Concessionaire or its employees. The assignment of cabins and berths
to Concessionaire's employees shall be at the sole discretion of CCL, provided
that such assignments shall be made in good faith to minimize any interference
with the ability of employees to perform hereunder, and provided further the
Shop Manager is assigned a single cabin and no more than two (2) employees be
housed per cabin (except for the TSS CARNIVALE).

8.14. Medical Care. At Concessionaire's request, and except as
otherwise provided in Article Section 8.8(b), CCL will furnish without charge,
regular and reasonable on board medical care by a Vessel's doctor, as well as
medicines, for illness and injury suffered by Concessionaire's personnel while
aboard the Vessel.

8.15. Prohibited Items. Concessionaire's personnel are not permitted:

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(a) To carry or consume aboard a Vessel any firearms or
weapons, narcotics, or other drugs which are prohibited in the Vessel's
ports, except pursuant to a program of medical care under the direct
supervision of the Vessel's doctor;

(b) To consume alcoholic beverages aboard a Vessel to the
point of intoxication or to the point where, during the subsequent
performance of their duties, such consumption could become apparent to
the passengers;

(d) To engage in gambling aboard a Vessel in the Vessel's
casino or amongst themselves, or engage in any other illegal activity;

(e) To sell any merchandise to passengers (except in the
course of their duties), or to purchase merchandise from Vessel's shop
for resale.

ARTICLE 9. CONCESSIONAIRE'S OTHER GENERAL OBLIGATIONS.

9.1. Safe Stowage. Subject to the approval of the Master, which
approval shall not be unreasonably withheld or delayed, Concessionaire will
safely stow for sea and will maintain such safe stowage for sea of all
Merchandise and its other property, as well as all property belonging to CCL
which Concessionaire uses to perform its obligations hereunder.

9.2. Unseaworthiness. Concessionaire will not knowingly or recklessly
create an unseaworthy conditions in the performance of its obligations
hereunder.

9.3. Careful Operations. Concessionaire will care for the property of a
Vessel utilized by Concessionaire in performance of its obligations hereunder in
a careful, efficient and businesslike manner.

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9.4. Compliance with Laws. Concessionaire will comply with all laws and
regulations (including but not limited to tax laws and regulations) of all
governmental authorities having jurisdiction, relating to immigration,
repatriation and its operations hereunder. CCL shall likewise reasonably assist
and fully cooperate with Concessionaire so as to enable Concessionaire to obtain
such licenses, permits, approvals and consents.

9.5. Changes in Facilities and Utilities. Concessionaire may request
structural, electrical, plumbing or other utility changes on the Vessel; except
as otherwise provided in Sections 2.1 and 2.2 above, such changes will be timely
made by CCL in its reasonable discretion and for the account of Concessionaire.

9.6. Damaged Property. Concessionaire will, at its own expense, repair
or replace CCL's property which is damaged by the negligent acts of
Concessionaire's employees, over and above normal wear and tear.

9.7. Interior Decorations. Concessionaire shall be responsible for
maintenance at its own expense of tasteful interior decoration of Premises, but
all plans for altering the interior decorations of those areas, including but
not limited to the existing interior decorations, shall be submitted to CCL for
its approval prior to implementation. Such approval shall not be unreasonably
withheld or delayed.

ARTICLE 10. OTHER CCL OBLIGATIONS.

10.1. Access. CCL will permit access to those portions of each Vessel
and to each Vessel's equipment which may reasonably be required by
Concessionaire to perform its obligations hereunder. CCL agrees to fully
cooperate with Concessionaire for the purpose of promoting Concessionaire's
shops and services aboard the Vessels.

10.2. Safe Deposit Boxes. CCL shall furnish Concessionaire with one or
two safe deposit boxes in the office of the Purser on a Vessel.

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10.3. Stevedoring. CCL shall coordinate and program the stevedoring
services for Concessionaire with such services required by CCL and other
concessionaires. CCL shall pay for the cost of such stevedoring services;
provided, however, if Concessionaire's property cannot be loaded or unloaded
with other ship's stores of the Vessel using labor normally employed for
handling of ship's stores, then Concessionaire shall pay its proportion of the
costs for the loading and unloading of Concessionaire's property.

10.4. Carrier's Release. Upon expiration or termination of this
Agreement for any reason as it relates to a specific Vessel, CCL shall provide
Concessionaire with a properly executed carrier's release, releasing all
Concessionaire's goods, equipment and wares for off-loading at any one of CCL's
regularly scheduled ports selected by Concessionaire, provided all sums due from
Concessionaire to CCL relating to such Vessel have been paid, placed in escrow
(which escrow shall be subject to CCL's reasonable approval), or bonded by
Concessionaire (which bonding shall be subject to CCL's reasonable approval).
CCL covenants that, if Concessionaire is entitled to a carrier's release under
the preceding sentence, it will in no way inhibit or hamper Concessionaire's
right to take possession of the goods, equipment and wares and to remove them
from the Vessel. Any expenses related to the off-loading of Concessionaire's
goods, equipment and wares upon carrier's release which are outside of ordinary
expenses as described in Section 10.3 shall be paid for by Concessionaire.

ARTICLE 11. COMPLAINTS.

11.1. Complaints. All complaints by passengers, officers, staff and
crew arising from Concessionaire's sales and services will be referred by CCL to
Concessionaire's Shop Manager on the Vessel involved; with a copy to District
Manager on shore. If any such complaint cannot be amicably resolved within 21
days, Concessionaire agrees to propose to the complainant that the matter may be
referred to arbitration, and if the complainant consents to the proposal,
Concessionaire will submit the complaint to arbitration under the Florida

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Consumer Arbitrations Rules of the American Arbitration Association, with the
arbitration hearings and other proceedings to be held in Miami, Florida.

ARTICLE 12. INSURANCE.

12.1. Hull and Machinery Insurance.

(a) CCL agrees at its sole expense to provide and maintain
throughout the term of this Agreement marine hull and machinery
insurance and war risk hull and machinery insurance covering the Vessel
with first class marine underwriters, and this insurance shall be
endorsed to designate CCL as the sole loss payee. The deductible for
such coverage shall not exceed $300,000.00 and upon renewal shall not
exceed $500,000.

(b) In the event that Concessionaire or its personnel cause in
whole or in part any loss or damage covered by this insurance, or which
would have been covered by this insurance but for a commercially
reasonable deductible (not to exceed $300,000 and upon renewal shall
not exceed $500,000) in the insurance policy, Concessionaire agrees to
reimburse CCL for the amount of the deductible applicable in such loss
or damage.

(c) Neither CCL, the Owner of the Vessel, nor the underwriters
of the insurance shall have any further right of recovery or
subrogation in excess of said deductible against Concessionaire on
account of loss or damage to the extent covered by such insurance, and
the policies of insurance shall be endorsed to reflect this limitation
and waiver.

12.2. Protection and Indemnity Insurance. CCL agrees that it shall, at
its sole expense, provide and maintain throughout the term of this Agreement
protection and indemnity

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insurance underwritten by first class marine underwriters. Concessionaire agrees
to obtain and maintain at its own expense insurance to defend and cover its
liability, if any, for:

(a) Maintenance and cure as well as personal injury or death
claims asserted by Concessionaire's employees or their estates;

(b) Claims of passengers or other third parties arising out of
or in connection with Concessionaire's operations or the actions of
Concessionaire's employees; and

(c) Repatriation, loss of personal effects and other costs to
employees (including, without limitation, burial costs) in the event of
death, casualty or termination of a voyage.

(d) Such insurance shall be in form, in amounts, with carriers
and on terms reasonably satisfactory to CCL's Manger of Insurance;
shall name CCL as an additional insured subject to the misdirected
arrow clause. Concessionaire shall provide CCL's Manager of Insurance
with a Certificate of Insurance evidencing such coverage.

12.3. Concessionaire's Property and Liability Insurance. Concessionaire
agrees to obtain and maintain throughout the full term of this Agreement, at its
own expense, insurance on the full value of all its property aboard the Vessel
with deductibles for its own account. Concessionaire shall not have any right of
recovery against CCL on account of loss or any damage to its property whether or
not covered by such insurance. Said insurance shall waive subrogation against
CCL and the Vessels. Additionally, Concessionaire shall, at its sole expense,
maintain public product liability insurance with limits of liability of at least
five million dollars ($5,000,000).

12.4. Certificates. On or before the commencement of the term of this
Agreement, CCL shall, upon Concessionaire's written request, provide to
Concessionaire certificates of

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insurance evidencing the coverages required pursuant to Sections 12.1 and 12.2,
and Concessionaire shall, upon CCL's written request, provide to CCL
certificates of insurance evidencing the coverages required pursuant to Section
12.2.

ARTICLE 13. CRUISE SCHEDULING.

13.1. Scheduling of Cruises. Sailing and other cruise periods shall be
scheduled at the sole discretion of CCL, who will promptly furnish
Concessionaire with an initial cruise and overhaul schedule of the Vessels as
well as all changes to a previously delivered schedule within ten (10) days
after such schedule is established or changed. If notice as required herein is
given by CCL to Concessionaire, then Concessionaire shall have no claim against
CCL for any loss or damage arising from delay, lay up or schedule change of a
Vessel.

13.2. Reposition of Vessels. If CCL desires to reposition one or more
of its Vessels to another continent or commence one-day cruises, it shall notify
Concessionaire in writing at least thirty (30) days in advance of such change.
The parties shall then negotiate in good faith with respect to the level of
commission that will be applicable in connection with such changed operations.
If the parties are unable to reach an agreement within ten (10) days of CCL
giving the Concessionaire notice of the new itinerary, Concessionaire shall have
the option either to terminate this Agreement in connection with the
repositioned Vessel(s) or to continue operating the concession granted hereunder
at the commission level currently set out in Section 6.1 If Concessionaire
elects to terminate in respect to the repositioned Vessel(s), CCL shall
reimburse Concessionaire as provided in Section 1.3 above.

ARTICLE 14. PROMOTION LITERATURE.

14.1. Photographs. Concessionaire shall not circulate any photographs
of its operations aboard a Vessel for promotional purposes without the prior
written consent of the persons who are the subject of the photographs and the
prior written or oral consent of CCL, which consent shall not be unreasonably
withheld or delayed.

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14.2. Publicity. Concessionaire shall not issue any publicity or press
release identifying CCL or a Vessel without the prior written consent of CCL,
which approval shall not be unreasonably withheld or delayed.

ARTICLE 15. INVENTORY.

15.1. At every drydocking of a Vessel, Concessionaire and CCL shall
inventory all of CCL's property which Concessionaire is using in the performance
of its obligation on such Vessel.

ARTICLE 16. CHANGE OF STATUS.

16.1. Sale or Charter of Vessel.

(a) CCL may sell or charter a Vessel during the term of this
Agreement to bona fide third parties not affiliated with CCL. Upon
ninety (90) days prior written notice to Concessionaire of the
anticipated closing date, the concession granted hereunder in respect
of such Vessel shall terminate, effective on the date CCL has
reimbursed Concessionaire pursuant to Section 1.3 and, or such
anticipated closing date, whichever shall occur last.

(b) Upon sixty (60) days prior written notice to
Concessionaire, CCL may sell or charter a Vessel during the term of
this Agreement to a corporation which it controls, is controlled by or
is under common control with CCL ("CCL Affiliate"), provided that CCL
Affiliate (i) has the authority to operate such Vessel and (ii)
assumes, in full, immediately following the closing date, the
obligations of CCL under this Agreement in respect of such Vessel and
fully recognizes Concessionaire's rights thereunder.

16.2. Registry Change. In its sole discretion, CCL may change the
registry of a Vessel at anytime upon sixty (60) days prior written notice to
Concessionaire of the anticipated registry change date of such Vessel. If such
change in the reasonable opinion of

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Concessionaire makes this Agreement in respect of such Vessel commercially
unattractive, then this Agreement only in respect of such Vessel may be
terminated by Concessionaire, and CCL shall reimburse Concessionaire upon such
termination pursuant to Section 1.3 herein.

16.3. Change of Name of Vessel. In its sole discretion, CCL may change
its own name or the name of a Vessel at any time. In the event CCL or any person
or entity who becomes the owner of the Vessel (the "Owner") changes the name of
the Vessel, or the name of the cruise line operating the Vessel changes, and CCL
fails to provide at least ninety (90) days prior written notice to
Concessionaire of such name change, CCL shall reimburse Concessionaire for any
and all expenses reasonably incurred by Concessionaire as a result of the name
change, including but not limited to the cost of printing new price lists,
changing labels on the uniforms of Concessionaire's employees, and
Concessionaire's costs of Merchandise bearing the name or logo of the Vessel or
the cruise line which was on order and not cancelable (without penalty) or in
stock on the date of Concessionaire's receipt of notice from CCL of the name
change and which is still in stock on the effective date of the name change.
Provided, however, if the payment of a penalty is required for the cancellation
of any order for Merchandise, Concessionaire shall notify CCL of such penalty
and, if CCL timely pays to Concessionaire such penalty so that the order can be
canceled without any further liability, CCL shall not be required to reimburse
Concessionaire for that order of merchandise. Payment of such reimbursement
shall be due within thirty (30) days after CCL receives detailed written
evidence of the amounts due, but in no event prior to the effective date of the
name change.

ARTICLE 17. ASSIGNMENT.

17.1. Assignment by Concessionaire. Concessionaire shall not assign or
subcontract this Agreement without the prior written consent of CCL, except to a
subsidiary corporation of Concessionaire, Concessionaire's parent corporation, a
subsidiary corporation of Concessionaire's parent corporation, or an entity
under common ownership with Concessionaire.

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17.2. Assignment by CCL. CCL shall not assign this Agreement without
the prior written consent of Concessionaire, which consent shall not be
unreasonably withheld, except to a party which succeeds to CCL's authority to
operate the Vessel or to a subsidiary corporation of CCL, CCL's parent
corporation, a subsidiary corporation of CCL's parent corporation or an entity
under common ownership with the CCL. Upon assignment to a party which succeeds
to CCL's authority to operate the Vessel, and the full assumption by such party
of CCL's obligations hereunder, CCL shall be released of and from all
obligations or liabilities accruing under this Agreement from and after the
effective date of such assignment.

17.3. Obligations Upon Assignment. Notwithstanding anything herein to
the contrary, the party to whom either Concessionaire or CCL, as the case may
be, assigns this Agreement must agree to assume fully the obligations of
Concessionaire or CCL, as the case may be, under the terms of this Agreement and
fully recognize Concessionaire's or CCL's rights thereunder, as the case may be,
before such assignment becomes effective.

ARTICLE 18. FORCE MAJEURE.

18.1. Delay. Neither Concessionaire nor CCL shall be liable for delay
or other failure in the performance of its obligations hereunder, occasioned by
any of the following causes to the extent that such cause is beyond the control
of Concessionaire or CCL, as the case may be: an Act of God, Act of War, public
enemies, government restrictions, perils of the sea, quarantine, fire, strikes,
lockouts, labor disputes, civil commotions, seizure or arrest of the Vessel,
robbers, riots, thieves, barratry, collision, negligence in the navigation or
management of a Vessel, explosions, torts of third parties, unseaworthiness,
delay in sailing, prolongation of voyage, deviation, any act, omission, fault of
negligence of any passenger, officer, staff member or crew member of any cause
whatsoever beyond the control of CCL or Concessionaire, as the case may be,
whether of the kind therein above enumerated or not. Notwithstanding anything
herein to the contrary, any such delay occurring during the term of this
Agreement shall cause the term hereof to be extended by an equivalent period (up
to a

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maximum extension of twelve (12) months) at the sole election of Concessionaire.
Further, if a voyage is prolonged by any of the circumstances set forth above or
normal ship routine is interrupted thereby, the minimum guaranteed rental fee
(Section 6.1 (a)) shall be waived during the prolongation or interruption and
only the percentage of the Gross Revenue (Section 6.1(b)) shall apply for the
cruise in question.

ARTICLE 19. GENERAL AVERAGE AND SALVAGE.

19.1. General Average. General Average shall be adjusted at New York
according to York-Antwerp Rules 1974, and as to matters not therein contained,
according to the law and usages of the Port of New York. In case a general
average statement be required, the same shall be adjusted by an Adjuster to be
selected and appointed by CCL and said Adjuster shall attend to the settlement
and collection of the average, subject to the customary charges. Notwithstanding
anything herein to the contrary, the property of Concessionaire shall not be
required to contribute to general average adjustment and shall not be subject to
any lien for general average adjustment.

19.2. Salvage. In the event of accident, danger, casualty, damage or
disaster before or after commencement of a voyage resulting from any cause
whatsoever, whether due to negligence or not, for which, or for the consequences
of which, the Vessel is not responsible, by statute or contract or otherwise,
Concessionaire shall only be required to contribute with the Vessel to pay
salvage in respect to Concessionaire's property; and Concessionaire shall not be
required to contribute to pay salvage awarded with respect to any other
property.

19.3. Earned Salvage. Concessionaire shall not be entitled to
participate in earned salvage.

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ARTICLE 20. BOTH TO BLAME COLLISION CLAUSE.

20.1. If a Vessel comes into collision with another ship as a result of
the negligence of the other ship, and consequences of which, CCL is not
responsible to Concessionaire, by statute or contract or otherwise,
Concessionaire shall indemnify CCL against all loss or liability to the other
ship or her owners insofar as such loss or liability represents loss of or
damage to or any claim whatsoever of Concessionaire, paid or payable by the
other ship or her owners to Concessionaire and set off, recouped or recovered by
the other ship or her owners as part of their claim against the Vessel or CCL.
The foregoing provisions shall also apply where the owners, operators or those
in charge of any ship or ships or objects other than or in addition to, the
colliding ships or objects are at fault in respect of collision or contact.
However, in the event Concessionaire is unable to operate due to such collision,
no concession fee (Article 6) shall be payable during that period in which
Concessionaire is unable to operate.

ARTICLE 21. RECORDS AND INSPECTION.

21.1. CCL's Right to Audit. CCL or its duly authorized representative
shall be entitled to inspect Concessionaire's records relating to Gross Revenue
for a given sailing or other cruise period at any reasonable time or times
within one (1) year after the date of payment for such sailing or other cruise
period, upon written notice to Concessionaire, in order to verify the amounts
due hereunder. Concessionaire or its duly authorized representative shall be
entitled to inspect at any reasonable time or times a Vessel's log books and, at
its own expense, to have any audit performed with respect to passenger days on
the Vessels, in order to verify amounts due under Article 6. Concessionaire and
CCL shall have no obligation to preserve such records for any period longer than
one (1) year after the date of payment for any sailing or other cruise period.

21.2. Inspections.

(a) CCL or its duly authorized representative shall be
entitled to inspect Concessionaire's inventories and equipment on a
Vessel at any reasonable time or times

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upon reasonable advance notice to Concessionaire's Shop Manager in
order to verify the adherence by Concessionaire to the quality
standards required by Article 3.

(b) In addition, CCL or its duly authorized representative
shall be entitle to inspect Concessionaire's operations on a Vessel at
any reasonable time or times without notice and with identification of
the inspect in order to verify the adherence by Concessionaire to the
quality standards required by Article 3.

21.3. Minimal Interference. CCL or its duly authorized representative
in conducting any investigation described in Section 21.2 shall do so in such a
fashion as to have the least amount of interference with Concessionaire's
performance hereunder.

ARTICLE 22. INDEMNITY.

22.1. Indemnity by Concessionaire. Concessionaire shall indemnify,
defend, and hold harmless CCL and its officers, directors and employees for,
from and against any claims, costs, expenses, suits, liabilities, losses, and
liens of any nature, including reasonable attorneys' fees incurred in the
defense thereof, asserted against the CCL, or the Vessel, which arise out of the
Concessionaire's operations and services and (A) which are caused by any
negligent act or omission or Concessionaire or Concessionaire's employees or (B)
arise out of an obligation to provide maintenance and cure for Concessionaire's
employees, except to the extent caused or contributed to by (i) the negligent
act, or willful act or omission of CCL, its officers, directors, employees or
agents or (ii) the failure of CCL to perform in accordance with the terms,
conditions and specifications of this Agreement. If a suit or proceeding is
brought against the Vessel, or if the Vessel is otherwise levied against or
taken into custody by virtue of any claim or lien to which Concessionaire's
indemnity applies, Concessionaire shall within three (3) business days of
receiving notice of same, thereafter cause the Vessel to be released on bond or
otherwise. If Concessionaire fails to obtain the release of the Vessel as
required, CCL shall have the right to secure release of the Vessel, and
Concessionaire shall reimburse and indemnify CCL or the Owner for all reasonable
costs of obtaining the Vessel's

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<PAGE> 40
release, including but not limited to bond premiums and reasonable legal fees.
Notwithstanding anything herein to the contrary, if a bond has been secured by
CCL, Concessionaire's reimbursement of premiums shall not exceed what is
reasonable and customary for the industry or the actual premiums paid by CCL,
whichever is less, and Concessionaire shall in its sole discretion be permitted
to replace the bond.

22.2. Indemnity by CCL. CCL shall indemnify, defend, and hold harmless
Concessionaire for, from and against any claims, costs, expenses, suits,
liabilities, losses, and liens of any nature, including reasonable attorneys'
fees incurred in the defense thereof, asserted against Concessionaire which
arise out of the condition of the Vessel or the operations and services of CCL,
or other concessionaires aboard the Vessel and which are caused by any negligent
act or omission of CCL, Owner, or such other concessionaires. Without limiting
the foregoing, CCL hereby further indemnifies and holds harmless Concessionaire
and its officers, directors, employees, attorneys and agents from and against
any and all liabilities, losses, obligations, claims, damages, penalties, causes
of action, costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses, consultant fees, investigation and laboratory
fees) imposed upon or insured by or asserted against them, or any of them, by
reason of (A) the actual, alleged of threatened presence or release of any
Hazardous Materials on, from, affecting or caused by any Vessel; (B) any
personal injury (including wrongful death) or property damage (real or person)
arising out of or related to such Hazardous Materials; (C) any Environmental
Claim brought or threatened, or settlement reached, relating to such Hazardous
Materials, or (D) any violation of laws, orders, regulations, requirements or
demands of government authorities relating to Hazardous Materials at, or
discharged from any Vessel. For purposes of this section, "Hazardous Materials"
shall include, but shall not be limited to any petroleum or petroleum products,
natural gasses, explosives, radioactive materials, hazardous materials,
hazardous wastes, hazardous or toxic substances or related materials, asbestos
or any material containing asbestos or any substances which are hazardous by
virtue of the manner of their use, or any activity involving any of the
foregoing or any other substance or material or activity defined as hazardous in
words or substance by any present or

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<PAGE> 41
future Federal, state or local environmental law, ordinance, rule, regulation or
rule of common law including, without limitation, the Oil Pollution Act of 1990
(33 U.S.C. Section2701 et seq.), the Comprehensive Environmental Response,
Compensation and Liabilities Act of 1980 (42 U.S.C. Sections 9601 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. Sections 1801 et seq.), the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. Sections 6901 et
seq.), the Clean Air Act (42 U.S.C. Sections 7401 et seq.), the Federal Water
Pollution Control Act (33 U.S.C. Sections 1251 et seq.), and the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.) (all of the foregoing as
amended) (collectively, the "Environmental Laws") and in the regulations adopted
and publications promulgated pursuant to each of the foregoing or any of the
foregoing. For purposes of this section, "Environmental Claim" means any and all
administrative, regulatory or judicial actions, suits, demands, demand letters,
claims liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law (hereafter "Claims") or
any permit issued under any such law, including without limitation, (a) any and
all Claims by governmental or regulatory authorities for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law and (b) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment. For purposes of
this section "Release" means disposing, discharging, injecting, spilling,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing and
the like, into or upon any land or water or air, or otherwise entering into the
environment.

ARTICLE 23. TERMINATION BY WITHDRAWAL, REQUISITION OR LABOR DISPUTE.

23.1. Withdrawal of a Vessel From Trade. Upon at least 90 days prior
written notice to Concessionaire (advising Concessionaire of the effective date
of the withdrawal and the expected period of the withdrawal), CCL may in its
sole discretion withdraw a Vessel from the cruise trade ("Withdrawal") and, upon
Withdrawal, this Agreement shall terminate as to such

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<PAGE> 42
Vessel; provided, however, as to Withdrawals for a duration that will not extend
beyond the term of this Agreement, Concessionaire shall have the right to cause
this Agreement to merely be suspended as to such Vessel for the duration of the
Withdrawal, rather than terminated, upon written notice to CCL. If CCL and/or
any entity owning such Vessel fails to provide at least ninety (90) days prior
written notice to Concessionaire of such Withdrawal and if the Merchandise
cannot be used for sale on another Vessel covered by this Agreement in
Concessionaire's reasonable opinion, then CCL shall reimburse Concessionaire for
its costs of merchandise bearing the name or logo of such Vessel or the cruise
line which was (i) on order and not cancelable without penalty and/or (ii) in
stock on the date of Concessionaire's receipt of notice from CCL of the
Withdrawal and which is still in stock on the effective date of the Withdrawal.
Provided, however, if the payment of a penalty is required for the cancellation
of any order for Merchandise, Concessionaire shall notify CCL of such penalty
and, if CCL timely pays to Concessionaire such penalty so that the order can be
canceled without any further liability, CCL shall not be required to reimburse
Concessionaire for that order of Merchandise. Payment of such reimbursement
shall be due within thirty (30) days after CCL receives a detailed, written
statement of the amounts due, but in no event prior to the effective date of
Withdrawal.

23.2. Requisition of a Vessel. If any Vessel is requisitioned by any
government (including, but not limited to the United States of America) for
title or use and the requisition remains in effect for thirty (30) calendar
days, then this Agreement shall automatically terminate upon the thirtieth
(30th) calendar day after the effective date of any such requisition. CCL shall
have no liability to Concessionaire in regards to the requisition, except that
CCL shall pay to Concessionaire the portion, if any, of the amount of any award
allocated to CCL as a consequence of such requisition which is attributable to
CCL the value of any requisitioned Merchandise, cash registers, or decorations,
alterations, improvements, fixtures, or furnishings installed by Concessionaire.
Provided, however, if CCL takes possession of the Merchandise, cash registers,
or furnishings, it shall remain liable to Concessionaire for the same, which
liability shall not exceed the depreciated book value of the respective items.

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<PAGE> 43
23.3. Strikes. If a Vessel shall be prevented from sailing with or
without passengers by a strike, lockout or labor dispute arising from
Concessionaire's operations, upon the request of CCL, Concessionaire will remove
its personnel and Merchandise from such Vessel, and take all lawful action
necessary to effect removal of the picket line. If the lawful strike, lockout or
labor dispute prevents a Vessel from sailing for more than three (3) days, then
CCL may thereafter give Concessionaire four (4) days written notice of an
intention to terminate this Agreement as to such Vessel. If after that four-day
period the lawful strike, lockout or labor dispute continues to prevent such
Vessel from sailing, then this Agreement shall so terminate as to such Vessel;
provided, however, if at the end of the four-day period the strike lockout or
labor dispute does not prevent such Vessel from sailing, this Agreement shall
remain in full force and effect.

ARTICLE 24. DEFAULT AND REMEDIES

24.1. Events of Default. The occurrence of any one of the following
events shall constitute and "Event of Default:"

(a) Either party shall fail to perform or comply with any of
its covenants, duties or obligations hereunder, or shall violate any of
the prohibitions imposed under this Agreement, or shall breach of any
of such parties' warranties made in this Agreement, and such failure,
violation or breach shall continue for a period of thirty (30) days
after the other party has given written notice thereof in accordance
with Section 27.5, below; or

(b) Any statement, representation or warranty by either party
contained in this Agreement or in any document furnished in connection
herewith or hereafter pursuant hereto, shall prove to be knowingly or
reckless untrue or incorrect in any material respect when made; or

(c) Either party shall (i) apply for or consent to the
appointment of a receiver, trustee or liquidator of all or a
substantial part of its assets; (ii) by unable, or admit in writing its
inability, to pay its debts as they mature; (iii) make a general
assignment for

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<PAGE> 44
the benefit of creditors; or (iv) be adjudicated bankruptcy or
insolvent; or (v) be dissolved; or (vi) file a petition in bankruptcy
or for reorganization or for an agreement pursuant to a bankruptcy act
or any insolvency law providing for the relief of debtors, now or
hereafter in effect; or (vii) file an answer admitting the material
allegations of, or consent to, or default in answering, a petition
filed against it in any bankruptcy, reorganization or insolvency
proceedings; or (viii) take corporate action for the purpose of
effecting any of the foregoing.

24.2. Remedies Upon Default. Upon the occurrence of an Event of
Default, the non-defaulting party may: (i) terminate this Agreement; (ii)
exercise any other right or remedy which may be available to it under applicable
law; (iii) proceed by appropriate arbitration to enforce the terms hereof or to
recover damages for the breach hereof; and/or (iv) place Guarantor on notice of
its obligations contained in the Letter of Guaranty attached as Exhibit 6.2. No
remedy or power referred to or given to the non-defaulting party in this
Agreement or otherwise existing is intended to be exclusive, but each shall be
cumulative and is in addition to, and may be exercised concurrently with, any
other remedy referred to herein or which may otherwise be available to that
party in law, equity or admiralty. Each and every power and remedy, whether
herein so given or otherwise existing, may be exercised from time to time and as
often and in such order as may be deemed expedient. No express or implied waiver
of any ground for exercising rights in connection with this Agreement shall be,
or construed to be, a waiver of any further or subsequent ground. No delay or
omission in the exercise of any right or power in the pursuit of any remedy
shall impair any such right or be construed a waiver of any default or as an
acquiescence thereto.

24.3. Any termination of this Agreement shall be without prejudice to
the rights and obligations of either party accruing prior to such termination.
Any rights and obligations that would apply to a party were this Agreement to
have been terminated at the expiration of the term stated in Article 1 shall
apply in respect of any early termination.

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<PAGE> 45
ARTICLE 25. RIGHT TO REMEDY DEFAULT.

25.1. If either CCL or Concessionaire shall fail to perform or observe
any of the terms of this Agreement, the other party may in its discretion, after
providing fourteen (14) days' written notice to the party failing to perform, do
all acts and make all expenditures necessary to remedy such failure, and the
party failing to perform shall promptly reimburse the other party for any and
all expenditures so incurred. However, neither party shall be under any
obligation to do any act or make any such expenditure on behalf of the party
failing to perform, nor shall the doing or making thereof relieve the party
failing to perform from any such failure.

ARTICLE 26. ARBITRATION AND CHOICE-OF-LAW.

26.1. Arbitration. Any and all differences and disputes of whatsoever
nature arising out of this Agreement shall be arbitrated in Miami, Florida,
before a board of three commercial persons, consisting of one arbitrator to be
appointed by each party and the third by the two so chosen; provided that if
both parties appoint the same person to be an arbitrator for a particular
dispute, then that person shall act as a sole arbitrator for that dispute.
Arbitration shall be the exclusive method of resolving differences and disputes
between the parties. The decision of any two of the arbitrators (or the sole
arbitrator) shall be final and binding and any relief deemed just and suitable
may be granted, including but not limited to attorneys' fees and specific
performance. Judgment may be entered upon any award in any court of competent
jurisdiction.

26.2. Applicable Law. This Agreement shall be governed by the federal
statutory and general maritime law of the United States, as well as, where
appropriate, the law of the State of Florida; excluding, however, all federal
and Florida statutes applying to common carriage of passengers and cargo, such
as but not limited to the Harter Act, Carriage Goods by Sea Act and Florida
conflict of law principles. In all instances the federal law shall take
precedence over Florida law. The parties expressly choose the above-described
laws to the exclusion of all choice of law rules which might otherwise be
applicable in any particular forum, except to

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<PAGE> 46
the extent that circumstances would reasonably require application of the laws
of some other jurisdiction to resolve specific issues pertaining solely to
health and safety or to the mandatory requirements imposed by the laws of the
state of a Vessel's registry.

ARTICLE 27. AMENDMENTS AND MISCELLANEOUS.

27.1. Entire Amendment. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof. All prior
negotiations, agreements and communications are merged herein and superseded
hereby; there are no representations, warranties or obligations by either party
to the other concerning the subjects of this Agreement except those herein set
forth. The terms of this Agreement shall be not waived, altered, modified,
amended, or supplemented, in any manner whatsoever, except by a written document
duly executed by the party to be charged with such waiver, amendment or
supplement.

27.2. Binding Nature and Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns who are authorized herein to succeed to the rights and
duties of the parties by assignment or otherwise.

27.3. Headings. Article headings are for convenience of reference only
and shall not be construed as part of this Agreement.

27.4. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, except one, the absence of which
would make this Agreement unfair or impossible of performance, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

27.5. Notices. Any notice, demand, request, consent, approval, or
communication that either party desires or is required to give to the other
party shall be in writing and either served personally, sent by telegraphic
means, or sent by prepaid overnight express courier service or registered or
certified mail, addressed to the other party at the address set forth below.
Either party may change its address by notifying the other party of the change
of

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<PAGE> 47
address. Notice shall be deemed communicated when received. Any such notice to
each party and other correspondence or communication shall be addressed:

If to CCL:
Carnival Cruise Lines, Inc.
Attn: Operations Department
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Telefax: (305) 477-6539

With copies to:

Carnival Cruise Lines, Inc.
Attn: Legal Department
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Telefax: (305) 471-4758

If to Concessionaire:

Greyhound Leisure Services, Inc.
8052 N.W. 14th Street
Miami, Florida 33126-1694
Attn: J.P. Miquel, President
Facsimile: (305) 477-4522

or to such other address as either party may from time to time designate by
notice to the other.

27.6. Brokers. CCL and Concessionaire each warrant to the other that no
brokers, agents or any third parties were involved in or played any part in the
negotiations of this Agreement and no commissions, finders fees or compensation
of any type is payable to any third party in connection with this Agreement.

27.7. Confidentiality. The parties hereto agree that they shall use
reasonable efforts to maintain the confidentiality of all information, records,
reports and other data as to the activities of the parties under this Agreement.
Provided, however, nothing contained herein shall preclude disclosures (i) on a
confidential basis, to affiliated entities; (ii) to their respective

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<PAGE> 48
officers, agents, employees or consultants and then only to the extent necessary
to perform their obligations under this Agreement; (iii) in connection with a
dispute arising under this Agreement; or (iv) if otherwise required by a court
of competent jurisdiction or other governmental agency, body, or authority. Each
party acknowledges that confidentiality may be difficult to maintain given the
large number of people with access to such information, records, reports and
other data and that neither party shall have any liability to the other so long
as reasonable efforts were utilized to maintain confidentiality.

27.8. Cooperation. The parties hereto further agree to foster and
maintain the maximum amount of cooperation possible between themselves to
effectuate the provisions of this Agreement.

27.9. Independent Contractors. Concessionaire is acting as an
independent contractor in performing its obligations under this Agreement.

27.10. Advertising. Concessionaire, upon CCL's written request, shall
make available to CCL on a quarterly basis information pertaining to advertising
revenues received during the previous quarter from advertisers' advertising in
respect of the Merchandise aboard any of the Vessels.

IN WITNESS WHEREOF, CCL and Concessionaire have executed this Agreement
the day and year first above written.

CARNIVAL CRUISE LINES, INC. GREYHOUND LEISURE SERVICES,
INC.

By: /s/ By: /s/J.P. Miquel
--------------------------------- -------------------------------
Title: SR VP Operation Title: President

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<PAGE> 49
THE DIAL CORP, as Guarantor

By: /s/
---------------------------------
Title: VP
------------------------------

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<PAGE> 50
[Carnival Cruise Lines Letterhead]

J.P. Miquel
President
Greyhound Leisure Services, Inc.
c/o THE DIAL CORP
1850 North Central Avenue
Phoenix, AZ 85077

RE: Concession Agreement by and between Carnival Cruise Lines,
Inc. ("CCL") and Greyhound Leisure Services, Inc.
("Concessionaire"), dated as of November 23, 1992

Dear Mr. Miquel:

This letter, when executed on behalf of Greyhound Leisure Services,
Inc., sets forth the agreement of the parties which has been reached with
respect to matters arising under Section 3.11, 5.1(a)(x), 6.1, 12.1(a), 12.1(b),
12.1(c) and 16.2 of the above-referenced Agreement. For purposes of this letter
agreement, any capitalized term which is not separately defined herein shall
have the meaning ascribed to such term in the Agreement. CCL and Concessionaire
hereby agree as follows:

1. It is agreed that Section 3.11 and 5.1(a) is accordingly
modified by the following:

Upon CCL's implementation of the Sail & Sign Program in the
Premises, Concessionaire shall deduct the processing fee (as
provided in Section 3.11 of the Agreement) from Gross
Receipts. However, if CCL permits Concessionaire to accept
cash, then Gross Receipts shall not be deducted by any such
processing fee.

2. Clause (x) of Section 5.1(a) of the Agreement is hereby
modified by adding the following:

"[* ] shall not be deducted
if CCL permits Concessionaire to accept cash from its
customers."

- --------
* This confidential portion has been omitted and filed separately with
the Commission.

<PAGE> 51
3. Section 6.1 of the Agreement is hereby amended by adding the
following new subsection:

"(c) On March 10 of each calendar year, commencing in 1994,
Concessionaire shall reconcile its records to determine
whether clause (a) or (b) above is the greater amount. If, and
only if, the aggregate payments made during the period in
question by Concessionaire pursuant to clause (b) are not the
greater amount, Concessionaire shall pay the difference
between the amount paid and the amount due pursuant to clause
(a) on or before April 1 of each calendar year (commencing in
1994); provided, however, Concessionaire shall receive a
credit against any amounts due herein as a rental fee equal to
any charges to shipboard accounts established by CCL for the
purchase of Merchandise."

4. Section 12.1(a) of the Agreement is hereby amended by deleting
the last sentence thereto and substituting therefor the
following:

"The deductible for such coverage shall not exceed $300,000,
and upon renewal, there shall be no limits on the deductible."

5. Sections 12.1(b) and 12.1(c) of the Agreement shall be amended
so that they now read as follows:

"(b) In the event that Concessionaire or its personnel cause
in whole or in part any loss or damage covered by this
insurance, or which would have been covered by this insurance
but for a commercially reasonable deductible in the insurance
policy, Concessionaire agrees to reimburse CCL only for the
amount of the deductible applicable in such loss or damage;
provided, however, in no event shall such reimbursement exceed
$500,000. (CCL assumes the risk of loss if the deductible
exceeds $500,000.)"

"(c) Neither CCL, the Owner of the Vessel, nor the
underwriters of the insurance shall have any further right of
recovery or subrogation in excess of said deductible or
$500,000, whichever is the lesser amount, against
Concessionaire on account of loss or damage to the extent
covered by such insurance, and the policies of insurance shall
be endorsed to reflect this limitation and waiver."

6. Section 16.2 of Agreement shall be amended so that it now
reads as follows:

"16.2 Registry Change. In its sole discretion, CCL may change
the registry of a Vessel at any time upon thirty (30) days
prior written notice to Concessionaire of the anticipated
registry change date of such Vessel. If such change, in the
joint reasonable opinion of CCL and Concessionaire, has a
material, negative

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<PAGE> 52
impact on hours of employment, compensation rates, wages,
commissions and other labor employment matters, in respect of
such Vessel, then this Agreement only in respect of such
Vessel may be terminated by Concessionaire, and CCL shall
reimburse Concessionaire upon such termination pursuant to
Section 1.3 herein."

7. Except as specifically modified hereby, the Agreement is
hereby ratified and affirmed by CCL and Concessionaire. All
references to the Agreement contained in any documents shall
hereafter refer to the Agreement as hereby amended.

Please sign the enclosed copy of this letter where provided below to
indicate your agreement and acceptance of the foregoing amendment to our
Agreement.

Very truly yours,

CARNIVAL CRUISE LINES, INC.

By: /s/ Meshulam Zonis
-----------------------------------
Meshulam Zonis
Sr. Vice President, Operations

Accepted and agreed to on this
12th day of January, 1993

GREYHOUND LEISURE SERVICES, INC.

By: /s/ J.P. Miquel
------------------------------------
J.P. Miquel, President

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<PAGE> 53
ADDENDUM #1
TO THE CONCESSION AGREEMENT
BETWEEN
CARNIVAL CORPORATION
AND
GREYHOUND LEISURE SERVICES, INC. (GLSI)

The parties hereto agree that the Concession Agreement dated November 23, 1992,
as modified by the letter agreement January 12, 1993 is hereby amended,
effective immediately, as follows:

1. Article 6.1(a) and (b) are hereby amended in their entirety to read as
follows:

ARTICLE 6.1

For the following vessels, the FANTASY, ECSTASY, SENSATION, FASCINATION,
IMAGINATION, INSPIRATION, UNNAMED (Fantasy class), UNNAMED (Fantasy Class),
CARNIVAL DESTINY and UNNAMED (Destiny class) (collectively, the "Larger Ships").
Concessionaire shall pay to Carnival Cruise Line the greater of:

a) a minimum of

[* ] from signature of addendum
[* ] from March 10, 1996
[* ] from March 10, 1997
[* ] from March 10, 1998
[* ] from March 10, 1999
[* ] from March 10, 2000
[* ] from March 10, 2001
[* ] from March 10, 2002

b) [* ] of the gross revenue.

For the following vessels, the FESTIVALE, TROPICALE, HOLIDAY, JUBILEE
and CELEBRATION (collectively, the "Smaller Ships"), Concessionaire shall pay to
Carnival Cruise Line the greater of (a) a minimum guarantee of [* ] per revenue
passenger per cruise night, which amount shall increase at midnight on March 10
of each year

- --------
* This confidential portion has been omitted and filed separately with
the Commission.

<PAGE> 54
by [* ] cents per revenue per cruise night, commencing on
March 10, 1994 or (b) [* ] of the Gross Revenue from
Concessionaire's sale of all merchandise from the vessel on each cruise.
Notwithstanding the foregoing, the minimum guarantee set forth in subparagraph
(a) of this paragraph for each of the Smaller Ships shall be adjusted to the
same levels as the Larger Ships when any of the Smaller Ships achieve the
monthly average per diem per passenger set forth below, except that the rent
percentage shall remain [* ] of gross revenues for the Smaller Ships.

PER DIEM
YEARS PER PAX
----- -------
1995-1996 [* ]
1996-1997 [* ]
1997-1998 [* ]
1998-1999 [* ]
1999-2000 [* ]
2000-2001 [* ]
2001-2001 [* ]

2. Article 1.2 is hereby amended in its entirety to read as follows:

ARTICLE 1.2

The term of the contract is extended to the date of March 10, 2002.

3. The following vessels are added to the list of vessels in the first
recital paragraph:

MS Inspiration
MS Carnival Destiny
Name to be announced (Fantasy class)
Name to be announced (Destiny class)
Name to be announced (Fantasy class).

4. Except as specifically modified hereby the Concession Agreement is
ratified and affirmed by Carnival Corporation and Concessionaire.

- --------
* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 55
IN WITNESS WHEREOF, the parties hereby indicate their agreement and
acceptance of the foregoing:

CARNIVAL CORPORATION
WITNESSED BY:

/s/ Arnaldo Perez By: /s/ Meshulam Zonis
- -------------------------------- ------------------------------------
Arnaldo Perez Meshulam Zonis
Sr. Vice President, Operations

GREYHOUND LEISURE SERVICES, INC.
WITNESSED BY:

/s/ Arnaldo Perez By: /s/ J.P. Miquel
- -------------------------------- ------------------------------------
Arnaldo Perez J.P. Miquel, President

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<PAGE> 56
ADDENDUM NO. 2 TO
CONCESSION AGREEMENT
BETWEEN
CARNIVAL CORPORATION
AND
STARBOARD HOLDINGS, LTD. (BARBADOS)

This Addendum No. 2 to Concession Agreement (the "Addendum") is entered
into on this 3rd day of March, 1999, by and between CARNIVAL CRUISE LINES, a
division of CARNIVAL CORPORATION, a Panamanian corporation ("Carnival"), and
STARBOARD HOLDINGS LTD. (BARBADOS) ("Concessionaire"), successor to GREYHOUND
LEISURE SERVICES, INC. ("Greyhound").

RECITALS

A. Carnival and Greyhound entered into that certain Concession
Agreement dated November 23, 1992, as modified by letter agreement dated January
12, 1993 and by Addendum No. 1 to Concession Agreement dated October 1, 1995
(collectively, the "Agreement").

B. Greyhound assigned its rights as a concessionaire under the
Agreement to Starboard Holdings Ltd. (Barbados) and Starboard assumed all of
Greyhound's obligations as a concessionaire as evidenced by the letter dated
February 3, 1999 from Greyhound to Carnival.

B. Carnival and Concessionaire desire to amend certain terms and
conditions of the Agreement, as provided in this Addendum, effective as of the
above date.

C. Unless otherwise stated, all defined terms herein shall have the
meanings set forth in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

1. ARTICLE 1.2. TERM

Article 1.2 is deleted in its entirety and amended to read a
follows:

The term of this Agreement shall expire on November 30, 2002.

2. ARTICLE 24.1 EVENTS OF DEFAULT

<PAGE> 57
Article 24.1 is hereby amended by adding the following as a
new subparagraph (d):

(d) Concessionaire shall be in default under that certain
letter agreement dated March 3, 1999 between Concessionaire
and Carnival Corporation, as such letter agreement may be
amended from time to time.

3. ARTICLE 27.7 CONFIDENTIALITY:

Article 27.7 is hereby amended by adding the following
paragraph:

Concessionaire acknowledges that lists of Carnival passengers,
purchasers of auctioned art on the Vessels, and lists of
Vessel passengers, whether past, present, future or
prospective, or any information of whatever nature derived by
Concessionaire in connection with the concession services
(collectively, "Customer Lists") are and shall remain at all
times the exclusive property of Carnival. The Customer Lists
represent a special, valuable and unique asset of Carnival
that has been developed at considerable expense to Carnival.
Accordingly, Concessionaire agrees that it shall not disclose
or furnish to any third party any Customer Lists during or
after the term of this Agreement, other than with Carnival's
express written consent, which may be withheld in Carnival's
sole discretion. Concessionaire further agrees to use the
Customer List information solely for the purpose of fulfilling
orders and completing transactions arising under this
Agreement and will not use the Customer List information for
any other business operated by it or its affiliates. Upon
termination of this Agreement, or at such other times upon
Carnival's request, Concessionaire will return to Carnival all
Customer Lists or any information related thereto.
Concessionaire recognizes that any violation of this section
shall cause Carnival substantial and irreparable harm and
shall entitle Carnival to seek immediate injunction relief, in
addition to such other remedies afforded by law or equity. The
obligations of this section shall survive the expiration or
termination of this Agreement.

4. VALIDITY OF AGREEMENT.

Except as provided in this Addendum, the Agreement shall
remain in full force and effect in accordance with its terms.

-2-
<PAGE> 58
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
day and year first written above.

STARBOARD CARNIVAL CRUISE LINES, A DIVISION
HOLDINGS LTD. (BARBADOS) OF CARNIVAL CORPORATION

By: /s/ J.P. Miquel By: /s/ Brendan Corrigan
--------------------------------- ----------------------------------
Name: J.P. Miquel Name: Brendan Corrigan
Title: President Title: V.P. Operations

-3-

<PAGE> 1

Exhibit 10.27

RETAIL CONCESSION AGREEMENT

BETWEEN

ROYAL CARIBBEAN CRUISES LTD.

AND

STARBOARD HOLDINGS LTD.

EFFECTIVE AS OF NOVEMBER 1, 1999

<PAGE> 2

TABLE OF CONTENTS

RECITALS.......................................................................1
DEFINITIONS....................................................................1
ARTICLE 1. GRANT OF CONCESSION.................................................3
1.1 Grant of Concession..................................................3
1.2 Acceptance of Grant..................................................3
1.3 Non-Competition......................................................3
1.4 General Concessionaire Obligations...................................3
1.5 General Cruise Line Obligations......................................5
1.6 Approvals............................................................5
1.7 Quality Measurements.................................................5
1.8 Reservation of Rights................................................6
ARTICLE 2. FACILITIES..........................................................6
2.1 Facilities to be Provided by Cruise Line to Concessionaire...........6
2.2 Maintenance and Modification of Premises.............................7
2.3 Safe Stowage.........................................................8
2.4 Locks and Security...................................................8
2.5 Scheduling of Cruises................................................9
ARTICLE 3. TERM................................................................9
3.1 Initial Term.........................................................9
3.2 Renewal..............................................................9
3.3 Change of Name of Vessel or Cruise Line.............................10
3.4 Withdrawal of Vessel From Trade.....................................10
3.5 Additional Cruise Ships.............................................11
ARTICLE 4. CONCESSION FEE AND POS LICENSE FEE.................................12
4.1 Definitions.........................................................12
4.2 Periodic Concession Fee.............................................13
4.3 Guarantee of Payment................................................14
4.4 Discounts...........................................................15
4.5 Quarterly Adjustments...............................................15
4.6 Annual True-Up......................................................16
4.7 Marquee Brand Name Merchandise......................................17
4.8 New Merchandise.....................................................17
4.9 Cash Advances.......................................................18
4.10 POS Fee.............................................................18
4.11 Setoffs.............................................................18
4.12 Override Commission.................................................18
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF CONCESSIONAIRE...................19
5.1 Authority...........................................................19
5.2 Concessionaire's Experience.........................................20
5.3 Ownership...........................................................20
ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF CRUISE LINE......................20
6.1 Authority...........................................................20
6.2 Seaworthiness.......................................................20
ARTICLE 7. COVENANTS OF CONCESSIONAIRE........................................21
7.1 Hours of Operation..................................................21
7.2 Employees...........................................................21
7.3 Refunds and Chargebacks.............................................21
7.4 Risks to Merchandise................................................21
7.5 Unseaworthiness.....................................................22
7.6 Careful Operations..................................................22
7.7 Compliance with Laws................................................22

<PAGE> 3

ARTICLE 8. COVENANTS OF CRUISE LINE..........................................22
8.1 Room, Board and Privileges for Concessionaire's Employees...........22
8.2 Executive Travel....................................................22
8.3 Carrier's Release...................................................23
8.4 Access..............................................................23
8.5 Stevedoring.........................................................23
8.6 Communications......................................................23
ARTICLE 9. MATTERS RELATING TO CONCESSIONAIRE'S EMPLOYEES....................24
9.1 Concessionaire's Obligations........................................24
9.2 Health and Documentation............................................24
9.3 Ship's Articles.....................................................25
9.4 Supervisors.........................................................25
9.5 Removal of Employees................................................25
9.6 Grooming............................................................26
9.7 Prohibited Items....................................................26
9.8 Alcohol Policy......................................................26
ARTICLE 10. MISCELLANEOUS PROVISIONS..........................................26
10.1 Insurance and Security..............................................26
10.2 Liens...............................................................28
10.3 Reserved............................................................28
10.4 Assignments.........................................................28
10.5 Delay...............................................................30
10.6 Salvage.............................................................30
10.7 Inspection of Books and Records.....................................31
10.8 Indemnification.....................................................31
10.9 Force Majeure.......................................................33
10.10 Applicable Law...................................................34
10.11 Arbitration......................................................34
10.12 Severability.....................................................35
10.13 No Identification of Concessionaire..............................35
10.14 Confidentiality..................................................36
10.15 Notices..........................................................37
10.16 Entire Agreement.................................................38
10.17 Limitation of Liability..........................................38
ARTICLE 11. TERMINATION.......................................................39
11.1 Termination for Cause...............................................39
11.2 Termination for Persistent and Material Guarantee Shortfall.........40
11.3 Procedures in Event of Cancellation of a Vessel.....................40
11.4 Procedures in Event of Early Termination or Expiration of Agreement.41
11.5 Procedures in Event of Expiration of License for Licensed Products..42
11.6 Survivability.......................................................42
11.7 Non-Exclusive Remedies..............................................43
11.8 Non-Waiver of Remedies..............................................43
ARTICLE 12. LICENSING OF TRADEMARKS...........................................43
ARTICLE 13. QUALITY CONTROL...................................................44
ARTICLE 14. APPROVALS/ARTWORK.................................................45
ARTICLE 15. ANCILLARY USE OF LICENSED PROPERTY BY LICENSEE....................46
ARTICLE 16. CONDITIONS APPLICABLE TO APPEARANCE OF LICENSED TRADEMARK.........47
ARTICLE 17. RESERVATIONS OF RIGHTS AND PROTECTION OF LICENSED PROPERTY........47

<PAGE> 4

RETAIL CONCESSION AGREEMENT

This Retail Concession Agreement ("Agreement") is effective as of the
1st day of November, 1999 (the "Effective Date") and is made by and between
STARBOARD HOLDINGS LTD., a Barbados corporation, with its principal place of
business at Chancery House, High Street, Bridgetown, Barbados (hereinafter
"Concessionaire"), and ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation,
with its principal place of business at 1050 Caribbean Way, Miami FL 33132
(hereinafter "Cruise Line").

RECITALS

WHEREAS, Cruise Line operates a cruise line operating under the brand Royal
Caribbean International; and

WHEREAS, Concessionaire is in the business of operating and promoting retail
shopping establishments on cruise ships, which shops are for the sale of goods,
wares and high quality merchandise to passengers onboard ships; and

WHEREAS, Concessionaire desires to operate the concession which is the subject
of this Agreement on the vessel or vessels described herein in conformity with
the terms and conditions of this Agreement;

WHEREAS, Cruise Line wishes to appoint a fleet concessionaire for the purpose of
operating duty-free and tax paid shops and promoting shopping for the sale of
logo goods, gifts, general merchandise, apparel, sundries and duty-free liquor
by the bottle to its passengers; and Concessionaire is able and willing to
accept such appointment under the terms and conditions set forth in this
Agreement.

NOW, THEREFORE, in consideration of the premises and respective representations,
warranties, covenants, agreements and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto hereby agree as follows:

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DEFINITIONS

"Licensed Products" shall mean any Merchandise that includes the Licensed
Property.

"Licensed Property" shall mean:

(a) the artwork, designs and visual representations of the Vessels; all
of the titles, the trade and service marks and names, the logos and
artwork for Cruise Line and the Trademark Registrations. Some of the
Licensed Property are listed in Exhibit H (which shall be provided to
Concessionaire within sixty (60) days after the execution of this
Agreement and which shall be attached hereto and made a part hereof ).

"Marketing Material" means any and all advertising and promotional material upon
which or in connection with which the Licensed Property is used. Such Marketing
Material includes, but is not limited to, the use of the Licensed Property in
publicity, advertising, signs, product brochures, cartoons, and other forms of
advertising.

"Marquee Brands" shall mean commercial brands that have achieved a high level of
public awareness and which are offered or to be offered onboard a Vessel either
in a dedicated boutique shop for merchandise supplied by or obtained in
connection with such brand or in a significant well-defined area within and in
relation to the space of a larger concession area.

"Merchandise" shall mean Exclusive Merchandise and Non-Exclusive Merchandise as
defined in Exhibit B to this Agreement.

"Minimum Annual Concession Fee" or "MACF" shall mean the minimum annual
concession fee due under this Agreement as defined in Article 4 and calculated
pursuant to Exhibit E.

"Party" means either Cruise Line or Concessionaire.

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"Parties" means both Cruise Line and Concessionaire.

"Vessel" or "Vessels" shall mean the ships listed in Exhibit A hereto, including
those on order, and any other cruise ship vessels Cruise Line may operate under
the Royal Caribbean International brand during the term of this Agreement,
excluding the eight month (or shorter) wind-down phase covered by Section 11.4
below.

ARTICLE 1. GRANT OF CONCESSION

1.1 GRANT OF CONCESSION.

Cruise Line hereby grants to Concessionaire the following rights,
subject to the terms and conditions of this Agreement:

the right to operate gift shops, kiosks and other vending areas as described in
Section 2.1 on each of the Vessels during the term of this Agreement for
the sole purpose of selling Merchandise;

the exclusive right to sell the categories of Merchandise described in Exhibit
B to this Agreement (the "Exclusive Merchandise") on the Vessels;

the non-exclusive right to sell the categories of Merchandise described in
Exhibit B to this Agreement (the "Non-Exclusive Merchandise") on the
Vessels;

the non-exclusive right to manufacture specific types of Merchandise, to be
designated by Cruise Line, bearing a Licensed Property solely for the
purpose of selling Licensed Products on a Vessel. Without limiting the
foregoing, the Parties hereby agree that nothing in this Agreement shall be
construed as giving Concessionaire the right to market or sell Licensed
Products off of a Vessel, including, but not limited to, through the
Internet.

1.2 ACCEPTANCE OF GRANT.

Concessionaire hereby accepts the concession rights granted pursuant to
this Agreement.

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1.3 NON-COMPETITION.

Except as expressly provided otherwise in this Agreement, Cruise Line
shall not itself engage, directly or indirectly, or allow any other person or
entity to engage, in the same or a similar business as that of Concessionaire
aboard any Vessel during the term of this Agreement, excluding any Vessel with
respect to which Cruise Line, or any third party, has assumed concession
operations during the eight month (or shorter) wind-down phase covered by
Section 11.4 below.

1.4 GENERAL CONCESSIONAIRE OBLIGATIONS

Concessionaire shall conduct promotional activities onboard, including but
not limited to, creating price lists, banners, signage and advertising.
All such activities shall be conducted at Concessionaire's sole
expense. All promotional activities conducted by Concessionaire shall
be of a similar nature to the types of promotional activities conducted
onboard the Vessels that were operating prior to the execution of this
Agreement. Cruise Line may prohibit any promotional activities which
Cruise Line, in its reasonable business judgment, concludes are
undesirable. In determining what is undesirable, Cruise Line shall take
into account the types of promotional activities conducted onboard the
Vessels that were operating prior to the execution of this Agreement.
In the event that Cruise Line exercises its rights pursuant to this
subsection, Cruise Line and Concessionaire shall cooperate in good
faith to develop alternative promotional opportunities for
Concessionaire to mitigate any negative effects of such prohibition.

Concessionaire shall operate the concessions in the gift shops, kiosks and
other vending areas specified by Cruise Line on each of the Vessels
during the term of this Agreement for the sole purpose of selling
Merchandise; it is the mutual expectation of the Parties that (i) the
initial range of Merchandise sold by Concessionaire shall be
substantially similar to the range offered on the Vessels covered by
this Agreement that were operating prior to the execution of this
Agreement and (ii) the range of Merchandise sold by Concessionaire may
change

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during the term of this Agreement.

Subject to Exhibit B, Section 1.4(E), Cruise Line reserves the right to
prohibit the sale of any specific item or category of Merchandise
onboard that Cruise Line determines, in its reasonable business
judgment, is undesirable. By way of example, but not limitation, if
Cruise Line determines that a category of products is inconsistent with
the brand, image or reputation of Cruise Line or pose unacceptable
environmental or safety concerns, it may prohibit the sale of such
items by Concessionaire.

Concessionaire agrees that it shall accept for payment of any Merchandise
only those payment mechanisms as may be specified by Cruise Line from
time to time.

Concessionaire shall follow the procedures adopted by Cruise Line governing
transactions onboard, as they may change from time to time.
Concessionaire shall assist Cruise Line and its agents, without
additional charge, from time to time as reasonably requested in
connection with the design of the Premises, as defined below, on any
new Vessels and in connection with the refurbishment of the Premises on
the Vessels.

Concessionaire shall maintain, at its own expense, sufficient staff to
address passenger inquiries and complaints regarding Concessionaire's
activities, sale or quality of Merchandise sold onboard the Vessels by
Concessionaire.

Concessionaire shall use reasonable best efforts to maintain at all times a
sufficient quantity of Merchandise to satisfy the anticipated demands
for each Cruise.

1.5 GENERAL CRUISE LINE OBLIGATIONS

Cruise Line shall assist Concessionaire in advising passengers of the products
offered by Concessionaire hereunder and shall include references to
Concessionaire's offerings in such printed materials issued by Cruise Line
to its passengers as Cruise Line may determine.

a) Cruise Line shall provide the facilities and utilities described in Article 2
below.

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1.6 APPROVALS

a) Cruise Line or its duly authorized representative shall be entitled to
inspect the Premises used by Concessionaire as well as Concessionaire's
inventory of Merchandise and the Storage Facilities aboard any Vessel at any
reasonable time upon advance notice to Concessionaire's store manager. The
Merchandise shall remain the property of Concessionaire at all times until
sold.
b) The pricing of Merchandise shall be within the sole discretion of
Concessionaire, but shall be reasonably comparable to pricing in similar
retail establishments; subject also to restrictions imposed on Concessionaire
by third party manufacturers and vendors.
c) No less often than twice per year, Cruise Line and Concessionaire shall meet
to review the selection and pricing of Merchandise in order to determine
whether the Merchandise is well suited to the tastes and needs of Cruise Line
passengers.
d) All concessions operated pursuant to this Agreement shall operate under the
shop names and logos, if any, used for such concessions prior to the
Effective Date of this Agreement. Concessionaire may change such names and
logos only upon prior written approval of Cruise Line. For new Vessels not in
operation as of the Effective Date of this Agreement, any names and logos
used by Concessionaire shall be subject to Cruise Line's prior approval.

1.7 QUALITY MEASUREMENTS.

In addition to any other standards that Cruise Line may reasonably apply in
measuring the performance of Concessionaire under this Agreement, the following
standards of quality shall be applicable to Concessionaire in performing its
services hereunder: Concessionaire will put forth reasonable efforts to achieve
and maintain ratings of

"Good", "Very Good" or "Excellent" and to remedy any noted specific
deficiencies in its operations or Merchandise if Cruise Line, in its sole
discretion, includes Concessionaire's operations and Merchandise in its
onboard rating system described in the succeeding sentence. Concessionaire
acknowledges that Cruise Line distributes to and collects from its
passengers comment cards requesting satisfaction ratings of onboard
services.

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1.8 RESERVATION OF RIGHTS

Any products not specifically covered by Section 1.1 and 1.2 of Exhibit
B shall be excluded from the concession granted hereunder to Concessionaire.
Without limiting the foregoing, the sale of any goods off of the Vessels
(including, but not limited to, through the Internet, whether onboard or off of
the Vessel, or by telephone order), amenities packages, services (including, but
not limited to video arcades, health spas, wedding services, educational
services and flower delivery services) and food and beverages (other than as
specified in Exhibit B) are not part of the concessions granted to
Concessionaire hereunder and Cruise Line retains the right to offer such goods,
foods, beverages and services on the Vessels, directly or through third parties.

ARTICLE 2. FACILITIES.

2.1 FACILITIES TO BE PROVIDED BY CRUISE LINE TO CONCESSIONAIRE.

Cruise Line shall provide for Concessionaire, and hereby grants to
Concessionaire the right to use, the following facilities:

the shop premises ("Premises") described in Exhibit C (which shall be provided
to Concessionaire within sixty (60) days after the execution of this
Agreement and which shall be attached hereto and made a part hereof) or
premises of a reasonably comparable size, Shopfittings and location;

the furnishings and fixtures located within the Premises ("Shopfittings");

the storage facilities to be described in Exhibit "C" or storage facilities of
a reasonably comparable size ("Storage Facilities"); and

the point of sale terminals and system onboard each Vessel ("POS Terminals"),
provided, however that Concessionaire shall pay the license fee for use of
the POS Terminals as described in Section 4.10 below.

Cruise Line shall also provide reasonable supplies of water, electricity
and air conditioning necessary or reasonably desirable for Concessionaire's
operations on the Vessels; otherwise, Concessionaire shall accept the
Premises in "as is" condition. At the end

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of the term of this Agreement, Concessionaire shall return the Premises,
Shopfittings, Storage Facilities and POS Terminals to Cruise Line in the
same order, repair and condition as when received by Concessionaire (and
subsequently modified as approved by Cruise Line), reasonable wear and tear
excepted.

2.2 MAINTENANCE AND MODIFICATION OF PREMISES.

Concessionaire shall maintain the interior and exterior of the Premises
and the Shopfittings in good order and repair. Subject to the prior written
approval of Cruise Line, which approval shall not be unreasonably withheld,
Concessionaire shall have the right to decorate, alter, and improve the interior
and exterior of the Premises, and to install additional furnishings and
fixtures. All removable furnishings and trade fixtures installed by
Concessionaire shall remain the property of Concessionaire and may be removed by
Concessionaire unless otherwise provided in this Agreement.
The Parties acknowledge that Concessionaire may have installed at its
own expense non-removable improvements, fixtures, equipment or decorations in
the Premises. If, as of the effective date of the expiration or termination of
this Agreement, Concessionaire has not fully amortized (in accordance with
generally accepted accounting principles) the cost of the non-removable
improvements, fixtures, equipment or decorations installed in the Premises at
Concessionaire's cost or expense (the "Improvements"), then Cruise Line shall
reimburse Concessionaire, or shall cause the successor concessionaire to
reimburse Concessionaire, for Concessionaire's net book value of such
Improvements on the date of expiration or termination of this Agreement. The
limited reimbursement obligation of Cruise Line described above shall only apply
in the event that (1) Concessionaire obtained Cruise Line's prior written
approval for the Improvements and (2) this Agreement is terminated for one of
the following reasons: (a) a Withdrawal as defined in Section 3.4 below; (b)
expiration of this Agreement; (c) termination of this Agreement by
Concessionaire for a default under this Agreement by Cruise Line; or (d)
termination of this Agreement by Cruise Line except for a material default by
Concessionaire.
Within forty-five (45) days after the effective date of such expiration
or termination,

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Concessionaire shall provide Cruise Line with the information described below
and such other information as Cruise Line may reasonably request. Cruise Line
shall have thirty (30) days to review such information. Payment of such
reimbursement shall be due within thirty (30) days after Cruise Line's review
period has ended. Concession shall provide an amortization schedule, on an
annual basis, that lists at a minimum the following:
description of improvements;
cost of improvements;
amortization period [* ];
life to date amortization total; and
net unamortized total.

2.3 SAFE STOWAGE.

Subject to the approval of the master of each Vessel ("Master"),
Concessionaire shall safely stow for sea and will maintain such safe stowage for
sea of all Merchandise and other of its property as well as all Shopfittings and
other property belonging to Cruise Line which Concessionaire may use to perform
its obligations hereunder.

2.4 LOCKS AND SECURITY.

Concessionaire shall provide normal locks, seals and security to the
Premises and the Storage Facilities and Cruise Line shall cooperate in all
efforts to provide security for the property of Concessionaire, including all
reasonable efforts to see that said areas are not invaded or improperly entered
or Concessionaire's property removed. Cruise Line acknowledges that
Concessionaire has no enforcement or disciplinary rights with respect to
personnel of any Vessel other than Concessionaire's employees, and Cruise Line
agrees that it will cause each Vessel, through the Master, to cooperate with
Concessionaire to maintain the security of Concessionaire's property by such
disciplinary measures as are reasonably necessary.

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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2.5 SCHEDULING OF CRUISES.

Cruises shall be scheduled at the sole discretion of Cruise Line.
Cruise Line shall furnish in writing to Concessionaire the itinerary and
overhaul schedule of each Vessel at least twelve (12) months in advance, and any
changes to a previously delivered schedule, promptly after any such change.

ARTICLE 3. TERM.

3.1 INITIAL TERM.

The concessions granted to Concessionaire pursuant to this Agreement
shall be effective for all cruise voyages on Vessels commencing on or after
November 1, 1999 and shall expire on October 31, 2004 or the last date of a
cruise on a Vessel that begins on or before October 31, 2004, whichever is later
(the "Initial Term"). The actual start dates of Concessionaire's performance for
each Vessel in operation as of the Effective Date shall be specified in a side
letter to this Agreement. For Vessels not yet in service on the Effective Date,
the estimated initial commencement date(s) are set forth in Exhibit "A" and the
concessions granted by this Agreement shall be effective as to each such Vessel
as of the date on which Cruise Line takes delivery of such Vessel.
If the Parties mutually agree in writing to continue this Agreement on
a month-to-month basis after the expiration of the Initial Term, the Minimum
Annual Concession Fee shall remain in force throughout the extension period
until such time as Cruise Line or a third party, directly or indirectly, takes
over the concession operations on any one of the Vessels. Thereafter, this
Agreement shall continue in effect on a month-to-month basis until Cruise Line
or a third party takes over the concession operations on all Vessels provided
that the Minimum Annual Concession Fee and the obligations set forth in Section
1.3 shall not apply.

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3.2 RENEWAL.

If the commission payment for the calendar year 2003 by Concessionaire
to Cruise Line pursuant to Section 4.2(a) exceeds the Minimum Annual Concession
Fee for the calendar year 2003 calculated pursuant to Exhibit E by at [* ],
Concessionaire shall have the right to extend the Initial Term of this Agreement
by one (1) year. If the commission payment for 2003 exceeds the Minimum Annual
Concession Fee by at least [* ], Concessionaire shall have the right to
extend the Initial Term of this Agreement by two (2) years. Concessionaire shall
notify Cruise Line, within sixty (60) days after Concessionaire's receipt of the
Annual True-Up calculations required by Section 4.6 below, of its decision to
extend the Initial Term of this Agreement as provided above. If Concessionaire
fails to notify Cruise Line within such time period, this renewal right shall be
terminated.

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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3.3 CHANGE OF NAME OF VESSEL OR CRUISE LINE.

In the event Cruise Line changes the name of a Vessel, or changes the
brand, currently Royal Caribbean International, under which a Vessel operates,
and Cruise Line fails to provide at least six (6) months prior written notice to
Concessionaire of such name change, Cruise Line shall reimburse Concessionaire
for the actual and commercially reasonable expenses incurred by Concessionaire
as a result of the name change, including but not limited to the cost of
printing new price lists, changing labels on the uniforms of Concessionaire's
employees, and Concessionaire's costs of Merchandise bearing the name, likeness
or logo of the Vessel or the Royal Caribbean International brand which was on
order or in stock on the date of Concessionaire's receipt of notice from Cruise
Line of the name change and which is still in stock on the effective date of the
name change; provided, however, that in no event shall Cruise Line be liable to
pay for more than six months of inventory. Within thirty (30) days after the
effective date of the name change, Concessionaire shall provide Cruise Line with
an itemized listing of expenses for which reimbursement is sought. Payment of
such reimbursement shall be due within forty-five (45) days after Cruise Line's
receipt from Concessionaire of such itemized listing. Title and possession for
such inventory shall be transferred to Cruise Line simultaneously with such
payment. The obligations imposed on Cruise Line by this Section 3.3 shall only
apply if Cruise Line fails to provide Concessionaire with at least six (6)
months prior written notice of any such name or brand change. This Agreement
shall continue in full force and effect as to the renamed Vessels or such
Vessels operating under a different brand.

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3.4 WITHDRAWAL OF VESSEL FROM TRADE.

Upon at least six (6) months prior written notice to Concessionaire,
Cruise Line shall have the right to withdraw a Vessel from the cruise trade
without financial obligation to Concessionaire, if said Vessel is retired, sold
or bareboat chartered to a non-affiliated third party ("Withdrawal"). If Cruise
Line fails to provide at least six (6) months prior written notice to
Concessionaire of such Withdrawal, Cruise Line shall reimburse Concessionaire
for the actual and commercially reasonable costs of any Merchandise bearing the
name, logo, or likeness of the Vessel that was on order or in stock on the date
of Concessionaire's receipt of notice from Cruise Line of the Withdrawal and
which is still in stock on the effective date of the Withdrawal; provided,
however, that in no event shall Cruise Line be liable to pay for more than six
months of inventory. Within thirty (30) days after the effective date of such
Withdrawal, Concessionaire shall provide Cruise Line with an itemized listing of
expenses for which reimbursement is sought. Payment of such reimbursement shall
be due within forty-five (45) days after Cruise Line's receipt from
Concessionaire of such itemized listing. Title and possession of such inventory
shall be transferred to Cruise Line simultaneously with such payment. This
Agreement shall continue in full force and effect as to the remaining Vessels
covered by this Agreement.
In the event a Vessel is requisitioned by any government, such an event
shall not be considered a Withdrawal but Cruise Line will cooperate reasonably
with and provide reasonable assistance to Concessionaire in seeking compensation
from said government or reimbursement from such government of any loss suffered
by Concessionaire as a result of such government action.

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3.5 ADDITIONAL CRUISE SHIPS.

During the term of this Agreement, excluding the eight month (or
shorter) wind-down phase covered by Section 11.4 below, should Cruise Line add
any additional cruise ships to its fleet of ships operating under the Royal
Caribbean International brand that are not identified in Exhibit A,
Concessionaire shall operate as Concessionaire onboard those ships for the
remainder of the term of this Agreement and pursuant to the same terms and
conditions described herein; provided, however, that to the extent Cruise Line
acquires or charters a vessel for which there are any pre-existing contractual
or other arrangements that cover that vessel that may conflict with the terms
and conditions of this Agreement, this Agreement shall not apply to such vessel
until the conflict is resolved (whether by expiration of an agreement or
otherwise and nothing herein shall be deemed to require Cruise Line to seek any
early termination). Cruise Line shall use reasonable efforts to promptly notify
Concessionaire of the nature of such conflict and the expected duration thereof;
provided that such notification does not violate any contractual or other legal
restriction.

ARTICLE 4. CONCESSION FEE AND POS LICENSE FEE

In consideration of the rights and privileges granted by Cruise Line to
Concessionaire hereunder, and the services rendered and to be rendered to
Concessionaire by Cruise Line, and other benefits provided by this Agreement,
including any exhibits or attachments hereto, Concessionaire agrees to make the
payments specified herein. Concessionaire will pay annually to Cruise Line the
greater of the amounts of the MACF or the actual commissions for Gross Revenue,
as defined below, during the calendar year onboard the Vessels, but not both, as
calculated pursuant to Section 4.6 below; plus the amount calculated pursuant to
Section 4.2(b).
For each calendar year starting with 2000, and for that portion of the
final calendar year that this Agreement is in effect, Concessionaire guarantees
that Cruise Line will receive at least the Minimum Annual Concession Fee
("MACF") calculated in accordance with the terms of this Agreement. For that
portion of calendar year 1999 that

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this Agreement is in effect, there shall be no applicable MACF.

4.1 DEFINITIONS.

The following terms used in this Agreement shall have the following
meanings:
"Gross Receipts" shall mean all receipts, money or things of value received or
receivable from gross sales of Merchandise, net of any discounts granted
pursuant to Section 4.4(a) and net of any refunds issued to passengers or
crew onboard any Vessel, whether such sales are evidenced by cash, check,
credit, charge account, or credit card. All such sales, whether cash or
credit, shall be considered part of Gross Receipts at the time such sale is
made. Gross Receipts will not include the following:
i) credits, payments or refunds received from third party distributors,
insurers, shippers or manufacturers resulting from Concessionaire's
claim for loss or damage to Merchandise in transit;
ii) amounts received from sales to Concessionaire's employees as a
result of credits earned through special incentives or sales promotions
solely for such employees; and
iii) any amount received pursuant to Sections 3.3 or 3.4.
"Gross Revenues" shall mean Gross Receipts plus discounts granted pursuant to
Section 4.4(a) less the following amounts:
i) the amount of any government imposed taxes, including but not
limited to sales, use, transaction privilege, excise or gross receipts
tax, collected from passengers and paid by Concessionaire to such
governmental authority, or collected by Cruise Line and paid on behalf
of Concessionaire; and
ii) reasonable shipping and handling charges charged to passengers for
home delivery of Merchandise purchased onboard any Vessel.
"Revenue Passenger" shall be determined according to the ticket revenue
accounting system of Cruise Line. Passengers manifested on "Cruises to
Nowhere" and cruises not eligible for duty-free sales shall not be
considered Revenue Passengers for the purposes of this Agreement.
Each day a Revenue Passenger is manifested onboard a Vessel shall be considered
a

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<PAGE> 19

"Revenue Passenger Day", except that only the day of embarkation or the day
of debarkation shall be counted, but not both.

4.2 PERIODIC CONCESSION FEE.

Concessionaire shall pay the commission fees called for by Section 4.2(a) and
4.2(b) to Cruise Line.

For Revenue-Generating Cruises

Concessionaire will pay to Cruise Line a commission on Gross Revenue
for all cruises which begin during the term of this Agreement, except "Cruises
to Nowhere" and any cruises not eligible for duty-free sales
("Revenue-Generating Cruises"), as determined according to Exhibit F. The
commissions due on Revenue-Generating Cruises shall be calculated separately
from the commissions due on the cruises described in Section 4.2(b) below.

For Cruises to Nowhere and Cruises Not Eligible for Duty-free Sales

Concessionaire will pay to Cruise Line a commission on Gross Revenue
for all "Cruises to Nowhere" and for any cruises not eligible for duty-free
sales, ("Non-Revenue-Generating Cruises") as determined according to Exhibit F.

Payments to Concessionaire.

Within thirty (30) days after the end of each cruise covered by this
Agreement, Cruise Line shall calculate and pay the amount due and owing to
Concessionaire as follows.

The amount due to Concessionaire shall equal:

The sum of Gross Receipts for the cruise

minus

The sum of: (a) the Total Cruise Commission Fee (as defined in Exhibit
F) for the cruise plus (b) Any amounts due to Cruise Line pursuant
to Section 8.1 plus (c)

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The sum of Gross Receipts for the cruise times [* ] plus (d)
Any other amounts due and owing for any other unreimbursed onboard
expenses and advances due to Cruise Line by Concessionaire pursuant
to this Agreement.

Cruise Line shall issue a Voyage Summary/ Reconciliation in the form
attached hereto as Exhibit "D" for each covered cruise.

4.3 GUARANTEE OF PAYMENT.

By no later than December 1, 1999, Concessionaire shall provide to
Cruise Line an unconditional guarantee of payment and performance of the
obligations of this Agreement, in the form set forth in Exhibit G hereto, from
the ultimate parent company of Concessionaire. In the event that there is a
change in the ultimate parent company of Concessionaire during the term of this
Agreement, Concessionaire shall give Cruise Line prompt notification of such
change and Cruise Line shall have the right, in its sole discretion, to require
Concessionaire to provide Cruise Line an unconditional guarantee of payment and
performance of the obligations of this Agreement, in form and content reasonably
satisfactory to Cruise Line, from the new ultimate parent company of
Concessionaire. In the event Cruise Line exercises such right, it shall release
the previous ultimate parent from any further obligations under its guarantee
after obtaining the guarantee from the new ultimate parent company provided that
at the time of such release there is no outstanding event of default or other
default which, upon the giving of notice or the passage of time, or both, could
become an event of default. Concessionaire hereby represents and warrants that
at the date of the execution of this Agreement, Miami Cruiseline Services
Holdings I. B.V. ("MCHS I") is its ultimate parent company and that Berkshire
Cruise Holdings LLC is the majority stockholder in MCHS I. The Parties hereby
agree that in the event the shares of MCHS I are publicly traded, no shareholder
of MCHS I shall be deemed to be the ultimate parent company of MCHS I.

_____________________________
* This confidential portion n has been omitted and filed separately
with the Commission.

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4.4 DISCOUNTS.

Cruise Line shall have the right to direct that Concessionaire grant discounts
of varying amounts and kinds on purchases by:
(i) Certain classes of Revenue Passengers, such as repeat passengers, and
(ii) Officers, staff and crew members of the Vessels and employees of Cruise
Line.
As with all purchases, Concessionaire shall require the purchaser to sign a
receipt identifying the items purchased, the price paid, the amount of any
discount, and the purchaser's guest or crew ID number.
If any discounts are granted pursuant to Section 4.4(a), the Parties hereby
agree that an adjustment for such discount shall be made as provided in
Exhibit F.
If the total of all discounts granted to Revenue Passengers during a calendar
year pursuant to Cruise Line's request under Section 4.4(a)(i) exceeds
[* ] per Revenue Passenger Day for the calendar year 2000 and
[* ] per Revenue Passenger Day for each calendar year thereafter, then
the excess over [* ] (for calendar year 2000) and [* ] (for
calendar years thereafter) shall be deducted from the Fleet Per Diem
Guarantee for that calendar year solely for the purpose of calculating the
Minimum Annual Concession Fee as calculated according to Exhibit E.

4.5 QUARTERLY ADJUSTMENTS

Within forty-five (45) days after the end of each of the first three
quarters in a calendar year covered during the term of this Agreement, the
Parties will determine if the year-to-date commission paid to Cruise Line under
Section 4.2(a) exceeds the product of the Estimated Fleet Per Diem for that
calendar year times the total Revenue Passenger Days for the quarter(s) covered
by the calculation (hereinafter said product shall be referred to as the
"Pro-Rata Guarantee"). For example, for a calculation done at the end of the
second quarter, the relevant Revenue Passenger Days for purposes of calculating
the Pro-Rata Guarantee would be for the period of January through June of that
year.
If the year-to-date commission fee paid pursuant to Section 4.2(a) is
less than the

_____________________________
* This confidential portion n has been omitted and filed separately
with the Commission.

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Pro-Rata Guarantee, Concessionaire shall remit to Cruise Line a
portion of the difference, according to the following schedule: [* ] of the
difference for calculations made at the end of the 1st and 2nd quarters and
[* ] of the difference for calculations made at the end of the third
quarter.
For example, if at the end of July 2000, the total Revenue Passenger
Days for the first two quarters was 250,000, the Parties would multiply
[* ] times 250,000 for a Pro-Rata Guarantee of [* ]. If the year-to-
date commission fees for that period were [* ], then Concessionaire would
owe Cruise Line [* ].
If at the end of the second or third quarters, the year-to-date
commission fees paid, adjusted for the net amount of payments pursuant to this
Section 4.5 for prior quarters during the calendar year, exceeds both the
year-to-date commission fees due and the Pro-Rata Guarantee, Cruise Line shall
remit the difference between the year-to-date commission fees paid and the
greater of the Pro-Rata Guarantee or the year-to-date commission fees due
adjusted for the net amount of payments pursuant to this Section 4.5 for prior
quarters during the calendar year to Concessionaire according to the same
schedule described in the preceding sentence.
Notwithstanding the above, neither Party shall be required to make a
payment of less than $100,000 for these quarterly adjustments.
For purposes of the calculations set forth above, the following
definitions shall apply:

"THE ESTIMATED FLEET PER DIEM" shall equal or [* ] calculations covering
quarters within the calendar year 2000; the Estimated Fleet Per Diem for
each subsequent calendar year shall be the Fleet Per Diem Guarantee for the
prior calendar year adjusted upwards by [* ]. For example if at the
end of 2003, the Fleet Per Diem Guarantee for 2003 is [* ], then the
Estimated Fleet Per Diem for the quarterly calculations in 2004 shall be
[* ] plus [* ].
For purposes of this Agreement, the inclusion or exclusion of revenue from a
cruise in a quarter or calendar year will be in accordance with Cruise
Line's revenue recognition

_____________________________
* This confidential portion n has been omitted and filed separately
with the Commission.

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policy. Any payments due under this Section 4.5 shall be made within
forty-five (45) days after the end of the applicable quarter or, if later,
within five business days after such calculation is delivered.

4.6 ANNUAL TRUE-UP

Within forty-five (45) days after the end of a calendar year, the Parties shall
calculate the following amounts: (a) The total annual commission fee
("Total Annual Commission Fee") due on Gross Revenues for all
Revenue-Generating Cruises during the applicable calendar year; (b) The
Minimum Annual Concession Fee for that same calendar year calculated in
accordance with Exhibit E below; and (c) The net amount of commission fees
actually paid to Cruise Line during the calendar year for
Revenue-Generating Cruises.
Using such calculations, the Parties shall determine whether and in what amounts
any additional payment is needed from Concessionaire to insure that Cruise
Line effectively received in commission fees for Revenue-Generating Cruises
the higher of the MACF or the Total Annual Commission Fee described above
in Section 4.6(a).
If the net commission fees paid to Cruise Line for Revenue-Generating Cruises
exceeds both the MACF and the Total Annual Commission Fee, then Cruise Line
shall pay to Concessionaire the difference between such net commission fees
and the greater of either the MACF or Total Annual Commission Fee.
Any amounts due under this Section 4.6 shall be paid within forty-five (45)
days after the end of each calendar year or, if later, within five business
days after such calculation is delivered.

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4.7 MARQUEE BRAND NAME MERCHANDISE.

The tiered commission structure described in Exhibit "F" is designed to
provide Concessionaire with an incentive to sell Marquee Brand Merchandise items
and brands at prices that would not be profitable in a traditional concession
agreement with a single fixed percentage commission. The percentage rates shown
in Exhibit "F" reflect the Parties agreement as to appropriate commission rates
for the Merchandise currently contemplated. However, Cruise Line and
Concessionaire will review the commission structure from time to time to
determine if adjustments or creation of additional tiers would be in the mutual
interests of the Parties.

4.8 NEW MERCHANDISE.

Cruise Line may request in writing that Concessionaire sell certain
goods not then currently sold by Concessionaire. After a reasonable trial
period, if Concessionaire is unable to sell such goods on commercially
reasonable terms in relation to the commission structure in effect at the time,
Cruise Line and Concessionaire shall: (a) negotiate a reasonable alternative
commission structure for those specific goods; or (b) discontinue such goods
from the cruise line exclusivity provisions applicable to such Merchandise as
set forth in Section 1.4(B) of Exhibit B; or (c) at Cruise Line's option,
discontinue the offering of such goods onboard; or (d) make such other
arrangements as the Parties may mutually agree.

4.9 CASH ADVANCES.

Upon Concessionaire's request, Cruise Line shall make arrangements for
each of the Vessels to make cash advances to Concessionaire's onboard manager at
the end of each cruise in amounts not to exceed [* ] of the anticipated
Gross Revenues for such cruise in order to facilitate the payment by
Concessionaire of wages and other onboard expenses by Concessionaire.

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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4.10 POS FEE.

Starting in January, 2001, Concessionaire shall pay an annual license
fee of [* ] for each operational point of sale terminal located in the
Premises or such other concession area operated by Concessionaire on a Vessel.
Such payment shall be due within thirty (30) days from the beginning of the
calendar year. In designing the POS terminals and system, Cruise Line shall take
into consideration any issues that Concessionaire may wish to raise; provided,
however, that the final decision shall be made by Cruise Line in its sole
discretion.

4.11 SETOFFS.

Cruise Line reserves the right to setoff against any other amounts owed
to Concessionaire pursuant to the following Sections of this Agreement any
amounts due pursuant to Sections 4.5, 4.6, 7.3, 8.2, 8.5 or 9.2 or any other
expenses for Concessionaire's Employees, as defined below, paid by Cruise Line
which are more than sixty (60) days past due against proceeds due to
Concessionaire and may setoff such amounts without notice. This clause shall not
be construed to limit any other rights or remedies which Cruise Line may have at
law or equity.

4.12 OVERRIDE COMMISSION.

Within forty-five (45) days after the end of calendar year 2000, the
Parties shall determine the Gross Revenue (net of discounts granted pursuant to
Section 4.4(a)) per Revenue Passenger Day generated over the course of that
calendar year as averaged across all of the Vessels. For purposes of this
Section 4.12, "Gross Revenue" shall have the meaning set forth in the first
sentence of this Section. If the Gross Revenue per Revenue Passenger Day exceeds
any of the thresholds (the "Thresholds") shown below, Concessionaire shall remit
to Cruise Line an additional retroactive commission on the portion of Year 2000
Gross Revenue derived from sales of Merchandise described in sub-paragraph (a)
of Exhibit "F." The additional commission for the calendar year 2000 shall be
calculated according to the schedule below, and Concessionaire shall remit
payment to Cruise Line within sixty (60) days after December 31, 2000.
A similar determination shall be made within thirty (30) days after the
end of each

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full calendar year beyond calendar year 2000, and on a pro-rata basis with
respect to the last calendar year this Agreement is in effect, with the
exception that the Thresholds shall be adjusted to reflect the change in the
Fleet Index defined and calculated pursuant to Exhibit E.

THRESHOLD Additional Commission

]

Any amounts due under this Section 4.12 shall be paid within forty-five (45)
days after the end of each calendar year or, if later, within five business days
after such calculation is delivered to Concessionaire.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF CONCESSIONAIRE.

5.1 AUTHORITY.

Concessionaire represents and warrants that it is a corporation duly
organized, validly existing and in good standing under the laws of Barbados, is
duly qualified to do business and in good standing in each jurisdiction where
the nature of its business requires it, and has full legal and corporate power
and authority to execute and deliver this Agreement and grant the rights and
perform the obligations described in this Agreement. Concessionaire further
represents and warrants that this Agreement constitutes a valid, legal and
binding obligation, enforceable against it, in accordance with its terms and
that the execution, delivery and performance of this Agreement will not
constitute a violation of any law, rule, regulation or court order applicable to
it.

_____________________________
* This confidential portion n has been omitted and filed separately
with the Commission.

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5.2 CONCESSIONAIRE'S EXPERIENCE.

Concessionaire represents and warrants that Concessionaire is an
experienced retail and duty-free operator, fully qualified to supervise and
perform the purchase and sale of Merchandise on the Vessels.

5.3 OWNERSHIP.

Concessionaire represents and warrants that as of the date this
Agreement is executed by Concessionaire, no competitor of Cruise Line has any
ownership interest, directly or indirectly, in Concessionaire nor are there any
contracts, negotiations, discussions or other arrangements ongoing or currently
in place that would provide such competitor with any ownership interest,
directly or indirectly, in Concessionaire.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF CRUISE LINE.

6.1 AUTHORITY.

Cruise Line represents and warrants that it is a corporation duly
organized, validly existing and in good standing under the laws of Liberia, is
duly qualified to do business and in good standing in each jurisdiction where
the nature of its business requires it, and has full legal and corporate power
and authority to execute and deliver this Agreement and grant the rights and
perform the obligations described in this Agreement. Cruise Line further
represents and warrants that this Agreement constitutes a valid, legal and
binding obligation, enforceable against it, in accordance with its terms and
that the execution, delivery and performance of this Agreement will not
constitute a violation of any law, rule, regulation or court order applicable to
it.

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6.2 SEAWORTHINESS.

Cruise Line represents and warrants that the Vessels shall at all times
(except during a Withdrawal or a Force Majeure event) be in seaworthy condition,
certificated to proceed at sea and carry passengers under the laws, regulations
and specifications in effect from time to time of the country of each Vessel's
flag, the country of embarkation and the countries of all ports of call.

ARTICLE 7. COVENANTS OF CONCESSIONAIRE.

7.1 HOURS OF OPERATION.

Concessionaire will maintain the Premises open for business during the
times agreed upon between the Parties in writing from time to time, consistent
with the hours permitted by customs authorities.

7.2 EMPLOYEES.

Concessionaire will use reasonable efforts to engage in its service
aboard each Vessel the respective number of Employees, as defined below in
Section 9.1, listed in Exhibit "A", or such other number as agreed upon between
the Parties in writing from time to time. All such Employees shall be fully
conversant in English and shall be sufficiently trained in their duties and
shall otherwise be fully qualified to perform Concessionaire's obligations
hereunder in a professional, courteous and efficient manner in accordance with
high standards of retail merchandising.

7.3 REFUNDS AND CHARGEBACKS.

In addition to refunds made by Concessionaire onboard a Vessel,
Concessionaire shall be liable for any post-cruise refunds or chargebacks
(collectively the "Refund") attributable to its operation. Such Refund shall be
made by Cruise Line on the guest's credit card (if applicable) and Cruise Line
shall be entitled to offset the full amount of any Refund (less any amount
previously paid to Cruise Line under Section 4.2) against future amounts to be
paid to Concessionaire.
All communications regarding Refunds not granted onboard should be made
to

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Cruise Line's Accounting Department, Attention, Manager, Credit & Collections
with a copy to Vice President, Total Guest Satisfaction Revenue. Concessionaire
agrees to cooperate and promptly respond to requests for information regarding
any Refund. Concessionaire shall not make any refunds directly to the guest
without a written authorization from Cruise Line. Cruise Line shall not
automatically grant every customer request for a refund but shall exercise
commercially reasonable efforts in evaluating refund requests that may be
fraudulent or abusive.

7.4 RISKS TO MERCHANDISE.

Concessionaire assumes all risk of loss caused by theft or unexplained
disappearance of its Merchandise from the Premises or the storage facilities,
provided Cruise Line has not breached its obligations under Section 2.4 of this
Agreement and such breach causes such loss. Concessionaire further assumes all
risk of loss due to Concessionaire's breach of any government regulation
affecting the Merchandise or of any requirements of manifesting goods for
customs purposes.

7.5 UNSEAWORTHINESS.

Concessionaire will not knowingly create an unseaworthy condition in
the performance of its obligations under this Agreement.

7.6 CAREFUL OPERATIONS.

Concessionaire will operate the Premises, Shopfittings, POS Terminals,
Storage Facilities, and other equipment and facilities of the Vessels utilized
by Concessionaire in the performance of its obligations hereunder in a careful,
efficient and businesslike manner.

7.7 COMPLIANCE WITH LAWS.

Concessionaire will comply with all applicable laws and regulations of
all governmental authorities having jurisdiction of the Vessels or of
Concessionaire's operations, relating to the compensation of Concessionaire's
employees, immigration, repatriation and the performance of the services
provided for and the Merchandise to be sold hereunder.

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ARTICLE 8. COVENANTS OF CRUISE LINE.

8.1 ROOM, BOARD AND PRIVILEGES FOR CONCESSIONAIRE'S EMPLOYEES.

Without additional charge to Concessionaire or its Employees, Cruise
Line shall provide to Concessionaire's Employees such accommodations, privileges
and services as are otherwise provided to Cruise Line staff and other concession
staff of similar job category onboard each respective Vessel. The assignment of
cabins and berths to Concessionaire's Employees shall be at the sole discretion
of Cruise Line. Concessionaire agrees to pay Cruise Line [* ] per day per
Employee in exchange for Cruise Line providing Employee meals to Concessionaire
staff.

8.2 EXECUTIVE TRAVEL.

Cruise Line acknowledges that with the prior approval of Cruise Line,
Concessionaire's operational executive personnel may travel from time to time on
the Vessels as needed to insure the performance by Concessionaire of its
obligations hereunder. In such cases, Cruise Line will make available, at no
charge other than port service fees, guest-type accommodations for such
operational and executive personnel, unless all guest facilities have been
utilized by paying guests. Such personnel shall travel alone and not with their
families or others and shall be bound by and subject to all the terms and
conditions of Cruise Line's passenger ticket contract.

_____________________________
* This confidential portion n has been omitted and filed separately
with the Commission.

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8.3 CARRIER'S RELEASE.

Upon expiration or termination of this Agreement for any reason, Cruise
Line shall provide Concessionaire with a properly executed carrier's release,
releasing all Concessionaire's goods, equipment and wares for off-loading at the
regularly scheduled port or ports selected by Concessionaire. Cruise Line
covenants that it will in no way inhibit or hamper Concessionaire's right to
take possession of the goods, equipment and wares and to remove them from the
Vessels, provided all sums due from Concessionaire to Cruise Line have been
paid, placed in escrow, or bonded by Concessionaire.

8.4 ACCESS.

Cruise Line shall permit access by Concessionaire to those portions of
any Vessel and to such Vessel's equipment that may be reasonably required by
Concessionaire to perform its obligations under this Agreement.

8.5 STEVEDORING.

Cruise Line shall coordinate and program the stevedoring services for
Concessionaire with the stevedoring services required by all concessionaires.
Cruise Line shall pay for the cost of such stevedoring services; provided that
if Concessionaire's property cannot be loaded or unloaded with other ship's
stores of any Vessel using labor normally employed for handling of ship's
stores, then Concessionaire shall pay its proportion of the costs for the
loading and unloading of Concessionaire's property. Concessionaire shall abide
by the programming of such services by Cruise Line, and Concessionaire will not
unreasonably refuse the loading of deliveries.

8.6 COMMUNICATIONS.

Cruise Line shall furnish Concessionaire's Manager with reasonable
voice, email and data communications at Cruise Line's cost. Concessionaire shall
use such communication services in a reasonable manner and for business purposes
only.

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ARTICLE 9. MATTERS RELATING TO CONCESSIONAIRE'S EMPLOYEES.

9.1 CONCESSIONAIRE'S OBLIGATIONS.

Concessionaire and its employees shall be obligated to comply with
Cruise Line's policies and procedures for crews and others onboard the Vessels
(including but not limited to any environmental policies), as those policies may
be changed from time to time at Cruise Line's sole discretion. Without limiting
the foregoing, Cruise Line shall make reasonable efforts to provide a copy of
its applicable written policies to Concessionaire within forty-five (45) days
after the execution of this Agreement. By way of example, but not limitation and
subject to change by formal policy notices, orders from Captain or other
supervisors on ship or others, Concessionaire agrees to comply and have its
Employees comply with the policies set forth in this Agreement.
Concessionaire at all times has the right and obligation to control all
of the employees engaged by Concessionaire (the "Employees") to perform its
obligations hereunder, and the Employees are solely the employees of
Concessionaire. Concessionaire is solely responsible for the payment of all
wages, overtime and vacation pay, benefits and repatriation expenses for each of
its Employees. Concessionaire shall comply with all laws, regulations or other
governmental requirements relating to wages and benefits paid to Employees, and
to Concessionaire's conduct in connection therewith.

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9.2 HEALTH AND DOCUMENTATION.

Concessionaire shall use reasonable efforts to only employ persons who
are in good health, sober and of good moral character. Concessionaire's
Employees joining a Vessel must hold a doctor's health report on a form approved
by Cruise Line. If this is impractical due to time limitations, then the
Employee shall be examined by the Vessel's doctor or other physician approved by
Cruise Line, and the cost of such examination shall be charged to
Concessionaire's account with Cruise Line. The examination must indicate that
the Employee is medically fit for service onboard the Vessel in accordance with
standards established by Cruise Line. All Employees must have obtained any
necessary government documents, shall execute the Ship's Articles of the Vessel,
and must agree to abide by the orders of the Master and Officers onboard the
Vessel. It shall be Concessionaire's sole responsibility to assure that
Employees have valid passports, visas and all other permits required by any
governmental authority in order to enter and leave the ports of call of the
Vessel.

9.3 SHIP'S ARTICLES.

For the purposes of maintaining discipline and compliance with
immigration laws applicable in a Vessel's ports of call, Concessionaire's
Employees shall sign the Ship's Articles of the Vessel. Concessionaire agrees
that the Master and the Hotel Director of the Vessel shall be entitled to exert
overall supervision of Concessionaire's Employees onboard the Vessel for
purposes of health, safety and discipline aboard the Vessel. However, neither
the foregoing provision nor the execution of or adherence to such Ship's
Articles will in any way detract from or modify Concessionaire's status as an
independent contractor, its employer-employee relationship with its Employees,
or its right to control the Employees as described herein. Cruise Line agrees to
make all arrangements for the Employees to sign on and off the Ship's Articles,
provided that all costs in connection therewith shall be borne by
Concessionaire.

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9.4 SUPERVISORS.

Concessionaire will designate specific Employees of suitable experience
and caliber to supervise the work of Concessionaire's other Employees, subject
to the requirements of Section 9.3. Concessionaire's supervisory Employees shall
be entitled to the same rights and privileges onboard each Vessel as other staff
employees of similar rank and responsibility.

9.5 REMOVAL OF EMPLOYEES.

The Master of a Vessel may, when he determines it necessary in his sole
discretion to preserve health, safety or discipline onboard such Vessel, require
any Employee of Concessionaire to remove himself or herself and his or her
belongings from the Vessel at any time when the Vessel is in port, and all
repatriation expenses will be charged to Concessionaire's account. Without
limiting the foregoing, Concessionaire will upon Cruise Line request remove from
any Vessel any named Employee of Concessionaire who is the subject of bona fide
rudeness reports in the ratings discussed in Section 1.7 above on three or more
separate occasions. Concessionaire shall be entitled to appeal such removal by
referring the matter to Cruise Line for final determination.

9.6 GROOMING.

Concessionaire's Employees shall wear well-fitting, presentable
uniforms provided by Concessionaire, at its sole expense, the colors and design
of which shall be subject to Cruise Lines' approval. On formal evenings,
Concessionaire's Employees shall be attired in clothing suitable for the
occasion. Cruise Line reserves the right at any time to change and/or designate
the uniforms or other articles of clothing, including but not limited to their
design and colors; provided, that Concessionaire shall not be required to bear
the total cost of such changes if (because of the frequency of the uniform
changes or the cost of any required new uniforms) Concessionaire will incur a
significant additional expense.

9.7 PROHIBITED ITEMS.

Concessionaire's Employees are not permitted to:

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Carry or consume onboard any Vessel any narcotics or other drugs which are
illegal or controlled or for which a doctor's prescription would by
required in the Vessel's base port except pursuant to a program of medical
care under the direct supervision of the Vessel's doctor;
Engage in any form of gambling aboard any Vessel; or
Sell any merchandise to passengers or crew members except in the course of
performing their duties and only during the hours agreed for the operation
of the Premises.

9.8 ALCOHOL POLICY

Concessionaire's Employees shall at all times while engaged in service
onboard any Vessel comply with Cruise Line's standard policy on alcohol and drug
use.

ARTICLE 10. MISCELLANEOUS PROVISIONS.

10.1 INSURANCE AND SECURITY.

Cruise Line agrees that it shall at its own expense, or it shall cause each
Vessel's owners ("Owners") at their own expense, to provide and maintain
throughout the term of this Agreement marine hull and machinery and war
risk hull and machinery insurance covering each Vessel with first class
marine underwriters; and that it will cause this insurance to be endorsed
to designate Cruise Line as the sole loss payee. The deductible for each
coverage shall not exceed five hundred thousand ($500,000) dollars. In the
event that Concessionaire or its Employees causes any loss or damage
covered by this insurance, or which would have been covered by this
insurance but for any deductible, Concessionaire agrees to reimburse Cruise
Line for the deductible applicable to such loss or damage. None of Cruise
Line, the Owners or the underwriters of the insurance shall have any
further right of recovery or subrogation in excess of said deductible
against Concessionaire on account of loss or damage actually covered in
whole by such insurance, and the policies of insurance shall be endorsed to
reflect this limitation and waiver. Concessionaire will not be named in
this insurance as additional insured.

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Cruise Line agrees that it shall, at its own expense, obtain and maintain
throughout the term of this Agreement protection and indemnity ("P&I")
insurance with first class marine underwriters which will provide coverage
to both Cruise Line and Concessionaire. The deductible for each coverage
shall not exceed one hundred thousand ($100,000) dollars. In the event that
Concessionaire or its Employees causes any loss or damage covered by this
insurance, or which would have been covered by this insurance but for any
deductible, Concessionaire agrees to reimburse Cruise Line for the
deductible applicable to such loss or damage.
Concessionaire agrees to obtain and maintain throughout the term of this
Agreement insurance on the full value of its property aboard the Vessels,
with deductible for its own account. Concessionaire will, additionally,
obtain and maintain throughout the term of this Agreement public product
liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and a deductible of no more than fifty thousand
($50,000). The public product liability insurance shall provide coverage to
both Concessionaire and Cruise Line. While the Owners, the operator or
charterer of any Vessel will not be named in such insurance as additional
assured, neither Concessionaire nor their underwriters shall have any right
of recovery or subrogation against any Vessel, the Owners, the operator or
charterer of any Vessel or Cruise Line on account of any loss or any damage
covered by such insurance. Concessionaire shall promptly furnish Cruise
Line with a copy of the waiver of subrogation by underwriters.
Cruise Line and Concessionaire shall each provide certificates of insurance
evidencing the coverage required to be provided respectively, by each of
them, pursuant to this Section 10.1.

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10.2 LIENS.

Neither Concessionaire, any of its personnel, nor its suppliers shall
have any rights, power or authority to create, impose, or permit to be created
or imposed upon the Vessels any lien whatever. Concessionaire understands and
agrees that it has no right to pledge the credit of Cruise Line or any of the
Vessels in any manner or sum whatsoever and that persons contracting with
Concessionaire are not authorized to deliver goods, equipment or supplies to
Cruise Line or any of the Vessels or for or on Cruise Line's account or the
account of any of the Vessels in any port. Concessionaire shall be required to
inform its suppliers that Concessionaire has no right or authority to bind the
Vessels or create a lien upon them and that by acceptance of such purchase
order, the supplier acknowledges that he looks solely to Concessionaire and not
to any of the Vessels for payment of goods ordered. Cruise Line shall further
have the right to require waivers of any and all lien rights which any or all of
Concessionaire's suppliers may have against the Vessels and Concessionaire shall
not make any purchases from suppliers refusing to execute such lien waivers.

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10.3 RESERVED.

10.4 ASSIGNMENTS.

a. Except as provided in this Section 10.4, Concessionaire shall not
assign any right or interest under this Agreement without the prior written
consent of Cruise Line. Concessionaire may delegate any work or other obligation
to be performed or owed by it under this Agreement so long as Concessionaire
remains fully responsible for such performance. Concessionaire may assign this
Agreement to an affiliate of Concessionaire's provided that, prior to such
assignment, Concessionaire provides written notice of the proposed assignment to
Cruise Line and provided that the guarantee required by Section 4.3 shall remain
in effect and, if deemed necessary or desirable by Cruise Line to insure that
the guarantee continues provide security for the obligations of the assignee,
has been modified in writing prior to such assignment as Cruise Line may
reasonably require. Notwithstanding anything to the contrary in this Section
10.4(a), Concessionaire may not assign this Agreement (in whole or in part) or
delegate any obligations or work due hereunder to any affiliate in which
[* ], without Cruise Line's prior written consent.

b. Cruise Line may not assign any right or interest under this
Agreement without the prior written consent of Concessionaire, which shall not
be unreasonably withheld, provided that, Cruise Line, without obtaining
Concessionaire's prior written consent, may assign this Agreement to any
affiliate responsible for operating the Vessels.

c. Any attempted assignment or delegation by either Party in
contravention of the above provisions shall be void and ineffective.

d. In the event that Concessionaire, or the ultimate parent of
Concessionaire, shall sell to a third party, or a third party shall otherwise
acquire, more than [* ] of the capital stock in either entity, then for a
period of two (2) years after a sale to a third party, if Concessionaire's Gross
Revenue per Revenue Passenger Day decreases by more than [* ] when measured
over any three (3) consecutive fiscal quarters, as compared to the same three
(3) fiscal quarters in the year prior to the change of control, and such
decrease is at least

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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[* ] as great as any decrease in the Fleet Index (as defined below)
measured over the same three fiscal quarters, then Cruise Line shall have the
right to terminate this Agreement by providing four (4) months written notice,
unless Concessionaire is able to cure this deficiency by reducing the year to
year decrease to less than [* ] in the quarter after notice is given. Upon
the effective date, if any, of the notice of termination provided pursuant to
this subsection, the provisions of Section 11.4 shall apply.

e. In the event that [* ] has an ownership interest, either
directly or indirectly, in Concessionaire, other than (i) through purchase in a
public stock exchange or other national quotation system in the United States or
abroad or (ii) a private sale of less than [* ] of the shares of MCHS I (unless
such sale is made directly by MCHS I, by Berkshire Cruise Holdings LLC, its
affiliates or any member of the MCHS 1's Board of Managers) any time after the
MCHS 1's shares are traded on such a public exchange or system, then Cruise Line
shall have the right to terminate this Agreement upon written notice regardless
of the percentage acquired. Upon the effective date, if any, of the notice of
termination provided pursuant to this subsection, the provisions of Section 11.4
shall apply.

f. In the event that a [* ] has an ownership interest, either
directly or indirectly, in Concessionaire through: (i) purchase in a public
stock exchange or other national quotation system in the United States or abroad
or (ii) through a private sale of less than [* ] of the shares of the MCHS 1
(unless such sale is made directly by the MCHS 1, by Berkshire Cruise Holdings
LLC, its affiliates or any member of the company's Board of Managers) made at
any time after the MCHS 1's shares are traded on such public exchange or system,
and any one of the following circumstances occurs immediately or subsequently,
then Cruise Line shall have the right to terminate this Agreement upon written
notice regardless of the percentage acquired:

1. [* ] establishes, directly or indirectly, outright control or
effective control of Concessionaire;

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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2. [* ] assumes, directly or indirectly, at least one (1) position on the
Board of Directors of Concessionaire or one of Concessionaire's Affiliates;
or

3. [* ] through its investments gains access to information about
Concessionaire's business operations that goes beyond what is customarily
available to an ordinary public shareholder.

Upon the effective date, if any, of the notice of termination provided pursuant
to this subsection, the provisions of Section 11.4 shall apply.

10.5 DELAY.

Cruise Line shall not be liable for delay, or for the destruction, loss
or damage to the property of Concessionaire occasioned by such delay caused by
any of the following: an Act of God; Act of War; public enemies; government
restrictions; perils of the sea; quarantine; fire; strikes; lockouts; labor
disputes; civil commotions; seizure or arrest of any Vessel; robbers; riots,
thieves; barratry; collision; explosions; torts of third parties; delay in
sailing; prolongation of voyage; deviation; any act, omission, fault or
negligence of any passenger or guest, or any cause whatsoever beyond the control
of Cruise Line whether of the kind hereinabove enumerated or not.

10.6 SALVAGE.

In the event of accident, danger casualty, damage or disaster, before
or after commencement of a voyage, resulting from any cause whatsoever, whether
due to negligence or not, for which, or for the consequences of which, the
Vessels are not responsible by statute or contract or otherwise, Concessionaire
shall contribute with the Vessels to pay salvage awarded in respect to
Concessionaire property.

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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10.7 INSPECTION OF BOOKS AND RECORDS.

Concessionaire shall prepare and deliver to Cruise Line for each Vessel
on a monthly basis, and for such other periodic time frames as Cruise Line may
reasonably request, reports reflecting Concessionaire's activities on the
Vessels; provided, however, that Concessionaire makes no warranties or
representations as to the accuracy of any information contained in the report
that was provided by Cruise Line.
Cruise Line or its duly authorized representative shall be entitled to
inspect Concessionaire's relevant records relating to Gross Revenue for a given
cruise at any reasonable time or times within one (1) year after the date of
payment for such cruise, upon written notice to Concessionaire, in order to
verify the amounts due hereunder. Concessionaire shall have no obligation to
preserve such records for any period longer than one (1) year after the date of
payment for any cruise.
In conjunction with the calculation of the Annual True-Up pursuant to
Section 4.6 below, Cruise Line shall provide a letter from its Controller or
similar officer certifying that the Revenue Passenger Days and Fleet Index
reported by Cruise Line are correct. Within fifteen days of the receipt of such
certification, Concessionaire may dispute the correctness of the Revenue
Passenger Days or the Fleet Index reported by Cruise Line and shall have the
right to demand that Cruise Line engage a professional accounting firm, selected
by Cruise Line, solely for the purpose of calculating the item in dispute (i.e.
the Revenue Passenger Days or Fleet Index or both). The results of such
calculation by the auditing firm shall be binding upon both Parties. If the
calculation shows that as a consequence of the Revenue Passenger Days or Fleet
Index reported by Cruise Line the net amount owed by Concessionaire was
overstated by more than [* ], then Cruise Line shall pay for the audit.
Otherwise, Concessionaire shall pay for the audit. The results of the audit
shall be used to recalculate any amounts due under Section 4.6 and payments of
any adjusted balance due shall be made promptly after the recalculation.

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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10.8 INDEMNIFICATION.

a. Concessionaire shall indemnify and hold harmless (and pay any and
all reasonable attorney's fees, in connection therewith) the Owners, any
charterers, Cruise Line and any other operators of the Vessels and their
respective directors, officers, employees and agents from and against any
claims, suits, and liens of whatever nature arising out of:

any alleged unauthorized use of any patent, trademark, design, or
copyright in connection with this Agreement (including any right
licensed hereunder) by Licensee excluding any specific claims
arising out of matters for which Cruise Line is required to provide
indemnification to Concessionaire by Section 10.8 (b) (i);
the manufacture, directly or through third parties, or sale by
Concessionaire of Merchandise including but not limited to any
Licensed Product, despite Cruise Line's approval thereof;
any claim by a third party resulting from Concessionaire's breach or
alleged breach of any term or condition of this Agreement;
and any claim by a third party arising out of Concessionaire's acts or
omissions in performing its obligations under this Agreement;

provided Concessionaire is given prompt written notice of and shall have the
option to undertake and conduct the defense of any such claim. The foregoing
indemnification obligations shall not apply to the extent, but only to the
extent that, any such claims, suits and liens are covered under the protection
and indemnity coverage maintained by Cruise Line pursuant to Section 10.1.

If a suit or proceeding should be levied against any Vessel or Cruise
Line, and any Vessel be seized or taken into custody, by virtue of legal
proceedings in any court, because of any lien or claim arising from the
operations or services of Concessionaire, or out of any act, omission, or
neglect of Concessionaire or its personnel, Concessionaire shall within twelve
(12) hours thereafter cause the Vessel(s) to be released on bond or otherwise.
If concessionaire fails to cause the Vessel(s) to be released, in Cruise Line's
sole discretion, Cruise Line may act to secure release of the Vessel(s) on bond
or otherwise and Concessionaire shall reimburse and indemnify Cruise Line for
the reasonable cost of

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obtaining the Vessel's release including bond premiums and Cruise Line's
reasonable legal fees in arranging such release. This paragraph shall survive
the termination of this Agreement.
b. Cruise Line shall indemnify and hold harmless (and pay any and all
reasonable attorney's fees, in connection therewith) Concessionaire, and its
respective directors, officers, employees and agents from and against any
claims, suits, and liens of whatever nature arising out of:

the use of the Licensed Property by Concessionaire in conformance with the
terms and conditions of this Agreement if the use violates or infringes
upon the trademark, copyright or other intellectual property rights
(including trade dress) of a third party (excluding any specific claims
arising out of matters for which Concessionaire is required to provide
indemnification to Cruise Line by Section 10.8 (a) (i));
(i any claims by a third party resulting from any breach of this Agreement
by Cruise Line; and
(ii the operations and services of Cruise Line and Owners onboard the
Vessels;

provided Cruise Line is given prompt written notice of and shall have the option
to undertake and conduct the defense of any such claim. The foregoing
indemnification obligations shall not apply to the extent, but only to the
extent that, any such claims, suits and liens are covered under the protection
and indemnity coverage maintained by Cruise Line pursuant to Section 10.1.
c. The Party requesting indemnification (the "Indemnified Party") shall
promptly notify the other Party (the "Indemnifying Party") in writing of any
suits, claims or demands for which the Indemnifying Party is responsible under
this Agreement and shall give the Indemnifying Party full opportunity and
authority to assume the defense of such suits. The Indemnifying Party may settle
any suit, claim or demand with the written consent of Indemnified Party, which
consent shall not be unreasonably withheld. If the Indemnifying Party fails or
refuses to defend the Indemnified Party or engage counsel reasonably
satisfactory to the Indemnified Party within fifteen (15) days after the
Indemnified Party's notice of liability, the Indemnified Party may: (a) defend
such liability; (b) settle or compromise such liability on such commercially
reasonable terms and conditions as the Indemnified Party shall determine; and
(c) seek and recover any remedies or actual damages

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the Indemnified Party incurs, including the amount paid by the Indemnified Party
to settle or compromise such liability and costs of defense. No Indemnifying
Party shall admit to a violation of applicable laws or plead guilty to any
criminal violation or conduct alleged to have been committed by an Indemnified
Party without first obtaining the prior written approval of the Indemnified
Party, which approval may be granted or withheld in the sole and absolute
discretion of the Indemnified Party. The Indemnified Party shall furnish to the
indemnifying Party upon request reasonable information and assistance for
defense against any such claim, suit or demand.

10.9 FORCE MAJEURE.

Neither Cruise Line nor Concessionaire shall be liable for any damages,
loses or liabilities arising out of or occasioned by any of the following: an
Act of God; Act of War; public enemies; government restrictions; weather, perils
of the sea; quarantine; fire; strikes; lockouts; labor disputes; civil
commotions; seizure or arrest of any Vessel; robbers; riots, thieves; barratry;
collision; explosions; torts of third parties; delay in sailing; prolongation of
voyage; deviation; any act, omission, fault or negligence of any passenger or
guest, or any cause whatsoever beyond the control of Cruise Line or
Concessionaire whether of the kind hereinabove enumerated or not.

10.10 APPLICABLE LAW.

This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Florida. The Parties expressly choose the laws of the
State of Florida to the exclusion of all choice-of-law rules which might
otherwise be applicable in any particular forum except to the extent that
circumstances would reasonably require application of the admiralty and maritime
laws of the United States or the laws of some other jurisdiction to resolve
specific issues pertaining solely to health and safety or to mandatory
requirements imposed by the laws of a Vessel's registry.

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10.11 ARBITRATION.

The Parties shall follow these dispute resolution processes in
connection with all disputes, controversies or claims, whether based on
contract, tort, statute, fraud, misrepresentation, infringement, dilution,
unfair competition, or any other legal theory (hereinafter collectively
"Disputes"), except as otherwise noted, arising out of or relating to this
Agreement or the breach or alleged breach hereof. The Parties will attempt to
settle all Disputes through good faith negotiations.
If those attempts fail to resolve the Dispute within thirty (30) days
of the date of initial demand for negotiation, then the Parties shall try in
good faith to settle the Dispute by mediation conducted in Miami, Florida under
the Commercial Mediation Rules of the American Arbitration Association ("AAA").
Each Party shall bear its own expenses; the Parties shall equally share the
filing and other administrative fees of the AAA and the expenses of the
mediator. The Parties shall be represented in the mediation by representatives
having final settlement authority over the matter in dispute.
Thereafter, any remaining Disputes not finally resolved at the
mediation level shall be settled by binding arbitration conducted in Miami,
Florida in accordance with the then current Commercial Arbitration Rules of the
American Arbitration Association ("AAA") before a panel of three arbitrators.
Each Party shall have the right to appoint one arbitrator, and the two
arbitrators so selected by the Parties shall select a third. Each Party shall
bear its own expenses; the Parties shall equally share the filing and other
administrative fees of the AAA and the expenses of the arbitrators. Any award of
the panel shall be in writing, shall state the reasons for the award (including
any findings of fact and conclusions of law) and shall explain the breakout of
any damages awarded. Judgment upon an award may be entered in any Court having
competent jurisdiction. The panel shall not have the power to award damages in
excess of actual damages, such as punitive damages and damages excluded under
the Section 10.17 of this Agreement. The Federal Arbitration Act, 9 U.S.C.
Sections 1 to 14, shall govern the interpretation and enforcement of this
Article. Should it become necessary to enforce the award of such arbitration in
any court of law, then the prevailing Party shall further be entitled to recover
attorneys' fees incident thereto.

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In the event that either Party provides notice of termination to the
other Party as permitted by this Agreement, the obligation to attempt to settle
the dispute through negotiations and then mediation set forth in the first two
paragraphs of this Section 10.11 shall not apply. The arbitration obligation
shall remain in effect.
Concessionaire acknowledges that its failure to perform any of the
terms or conditions of this Agreement as it relates to any licenses granted
hereunder, or its failure to cease the manufacture, distribution and sale of the
Licensed Products upon the expiration or termination of this Agreement or the
licenses granted hereunder , may result in immediate and irreparable damage to
Cruise Line. Concessionaire also acknowledges that there may be no adequate
remedy at law for such failures and that in the event thereof Cruise Line shall
be entitled to seek equitable relief in the nature of injunction from a court.

10.12 SEVERABILITY.

If any term of provision of this Agreement shall, to any extent, be
held invalid or unenforceable, the remaining terms and provisions shall not be
affected thereby, but each term and provision of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.

10.13 NO IDENTIFICATION OF CONCESSIONAIRE.

As Cruise Line is charged with the duty to protect the unified image of
the Vessels as part of Cruise Line's fleet, Concessionaire agrees it will not
use its company or trade name or logo in connection with the operation of the
concession herein granted without the prior written consent of Cruise Line in
each instance. Such limitation shall include, but not be limited to, the use of
stationery, business cards, brochures or signage onboard any of the Vessels; but
shall not restrict Concessionaire from using its name or logo in correspondence
or dealings with suppliers, contractors and vendors.

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10.14 CONFIDENTIALITY.

1. The terms and conditions of this Agreement and any information and data of
any nature including, but not limited to, proprietary, technical, business
plans, customer lists, pricing information, operating plans, marketing,
operating, performance, cost, know-how, business pricing policies, programs,
data systems, inventions, discoveries, trade secrets, techniques, process,
computer programming techniques and all record-bearing media containing or
disclosing such information and techniques furnished by one Party (the
"Disclosing Party") to the other (the "Receiving Party") in connection with this
Agreement shall be deemed Confidential Information. All Confidential
Information, whether oral or written shall remain the property of the Disclosing
Party. For the purposes of this Agreement, the transactional information for all
sales on Vessels, including but not limited to any aggregate data, the identity
of any Cruise Line passengers or guests and the arrangements with any Marquee
Brands or other third parties as provided in Exhibit B below shall be considered
Cruise Line Confidential Information; provided, however, that Concessionaire
shall be entitled to retain and use internally the aggregate data for such sales
for the purpose of providing concession services under this Agreement and may
retain the aggregate data for such sales after the termination or expiration of
this Agreement if and only to the extent required by law or regulation.

2. With respect to Confidential Information received by the Receiving Party,
such Confidential Information: (a) shall be held in confidence and protected in
accordance with the security measures with which it protects its own proprietary
or confidential information which it does not wish to disclose; (b) shall be
used by the Receiving Party and its employees only to perform their
responsibilities pursuant to this Agreement; (c) shall not be reproduced or
copied, in whole or in part, except as necessary for its authorized use under
this Agreement; and (d) shall be returned to originating Party upon request or
destroyed, together with all copies, when it is no longer needed or upon
termination or expiration of this Agreement.

3. Confidential Information may be provided to third parties only upon written
authorization of the Disclosing Party, except as required by law or regulation
and then

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subject to Section 10.14(4) below. Any third party to whom Confidential
Information is provided pursuant to such written authorization of the Disclosing
Party must agree in writing (a copy of which writing will be furnished to the
Disclosing Party at its request) to the conditions respecting use of
Confidential Information contained in this Section 10.14.

4. The Receiving Party shall give prompt notice to the Disclosing Party of any
demand by any third party to provide Confidential Information under lawful
process prior to furnishing Confidential Information, and shall cooperate in
seeking reasonable protective arrangements requested by the Disclosing Party.

5. The Receiving Party shall have no obligation to treat as proprietary any
information which: (a) was previously known to the Receiving Party free of any
confidentiality obligation; (b) is disclosed to third parties by the Disclosing
Party without restriction; (c) is or becomes publicly available other than by
the Receiving Party's breach of its obligations; or (d) is independently
developed by the Receiving Party.

6. Neither Party shall issue any press releases or engage in other types of
publicity of any nature dealing with the commercial or legal details of this
Agreement without the other Party's prior written approval.

10.15 NOTICES.

All notices, demands, requests and other communications required or
permitted to be given to any other Party hereto in connection herewith (1) must
be in writing and (2) may be served either by (A) depositing the same in the
mail, full postage prepaid, certified or registered with return receipt
requested, (B) delivering the same by an internationally recognized air courier
service, full delivery cost paid, (C) delivering the same in person, or (D)
sending a telecopy of same, confirming with a copy thereof delivered either by
mail or air courier service. Any notice, demand, request or other communication
shall be deemed given upon receipt. For the purposes hereof, the addresses and
telecopier numbers of the Parties hereto are as follows:

If to Cruise Line: Royal Caribbean Cruises Ltd.
1050 Caribbean Way

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Miami, Florida 33132
Attn: Senior Vice President, Total Guest Satisfaction
Fax: (305) 982-2712

Copy to: General Counsel
Fax: (305) 539-0562

If to Concessionaire: Starboard Holdings Ltd.
c/o Greyhound Leisure Services, Inc
8052 N.W. 14th Street
Miami, Florida 33126
Attn: President and CEO
Fax: (305) 594-2874
Copy to: General Counsel
Fax: (305) 436-0917

Copy to: Ropes & Gray
One International Plaza
Boston, MA 02110
Attn: David Chapin
Fax: (617) 951-7050

or to such address as either Party may designate in writing to the other.

10.16 ENTIRE AGREEMENT.

This written agreement, together with Exhibits A-H and a Letter
Agreement between Cruise Line and Concessionaire dated as of July 14, 1999
regarding guarantees, constitutes the entire agreement between the Parties
relative to its subject matter, all prior agreements, negotiations and
communications are merged herein and superseded hereby. There are no
representations, warranties or obligations by either Party to the other except
those set forth herein. The terms of this Agreement may not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
document duly executed by both Parties hereto.

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10.17 LIMITATION OF LIABILITY.

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN SECTION 10.8 OF THIS
AGREEMENT OR IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT DUE TO A WILLFUL
OR GROSSLY NEGLIGENT BREACH OF THIS AGREEMENT, EITHER PARTY'S SOLE REMEDY
AGAINST THE OTHER FOR LOSS OR DAMAGE ARISING OUT OF THE PERFORMANCE OR
NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE PROVEN DIRECT, ACTUAL DAMAGES.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ITS PERFORMANCE OR
NON-PERFORMANCE UNDER THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 11. TERMINATION.

11.1 TERMINATION FOR CAUSE.

In the event of a default under this Agreement by either Party, the
other Party may terminate this Agreement by giving written notice to such
breaching Party of termination and the basis for such termination. Such notice
of termination of this Agreement shall be effective thirty (30) days after
mailing of such written notice unless such default is cured within such thirty
(30) day period. If the notice of termination becomes effective, this Agreement
shall terminate as provided in Section 11.4 below.
The following shall constitute events of default hereunder:

(i) The failure of either Party to materially perform or comply with any one or
more of its covenants, duties or obligations hereunder; (ii) either Party's
material violation of any one or more of the prohibitions imposed upon it
under this Agreement; or (iii) the material breach of one or more of such
Parties' warranties hereunder; or

If any material statement, representation or warranty of either Party contained
in the

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Agreement or in any document furnished to the other in connection herewith, or
hereafter, pursuant hereto, shall prove to be knowingly or recklessly untrue or
incorrect in any material respect, when made; or

If either Party (i) applies for consent to the appointment of a receiver,
trustee or liquidator of all or a substantial part of its assets; or (ii)
is unable or fails to pay or admits in writing its inability or failure to
pay its debt as they mature; or (iii) makes a general assignment for the
benefit of creditors; or (iv) is adjudicated as bankrupt or insolvent; or
(v) is dissolved; or (vi) files a petition in bankruptcy or for
reorganization or for any arrangement pursuant to bankruptcy act or any
insolvency law providing for the relief of debtors now or hereafter in
effect; or (vii) files an answer admitting the material allegation of, or
consents to, or defaults in answering a petition filed against it, in any
bankruptcy, reorganization or insolvency proceeding; or (viii) takes
corporate action for the purpose of effecting any of the foregoing; or

If an order, judgment or decree is entered against, and without the application,
approval or consent of either Party, by any court of competent
jurisdiction, approving a petition seeking either Party's reorganization,
or appointing a receiver, trustee or liquidator of such Party, of all, or a
substantial part of, its assets; or

An uncured material default by Concessionaire under any other agreement between
the Parties, or their respective affiliates, covering the operation of gift
shop with respect to vessels operating under the Celebrity Cruises (or
similar) brand, shall be considered an event of default hereunder.

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11.2 TERMINATION FOR PERSISTENT AND MATERIAL GUARANTEE SHORTFALL.

Beginning in 2001, if the Commission Fee paid in each of four (4) successive
calendar quarters under Section 4.2(a) is less than [* ] of the amount that
would be due if the MACF were calculated on a pro-rata basis for the same four
(4) quarters, then for a period of ninety (90) days after the last quarterly
calculation, either Party shall have the right to terminate this Agreement upon
thirty (30) days prior written notice to the other Party. Upon the effective
date of such notice of termination, the provisions of Section 11.4 below shall
apply.

11.3 PROCEDURES IN EVENT OF CANCELLATION OF A VESSEL.

If a Vessel is withdrawn from the trade as described in Section 3.4
above, then the concession granted hereunder with respect to such Vessel shall
expire as of the time of such sale or during the term of such charter to a
non-affiliated third party without any further right or claim by either Party,
beyond those rights described in Section 3.4. However, the concession granted
herein will remain in effect for the Vessel(s) other than the Vessel(s) sold or
chartered to non-affiliated third parties. If all Vessels are sold or chartered
to non-affiliated third parties, the concession granted herein shall terminate
without prejudice to the rights granted under Section 3.4.
In winding down concession operations on such Vessel, the Parties agree
to cooperate with each other for the purpose of ensuring that such transition is
done in an efficient and cost-effective manner while ensuring that the
concession operations onboard continue to operate in a professional manner and
otherwise in compliance with this Agreement.

11.4 PROCEDURES IN EVENT OF EARLY TERMINATION OR EXPIRATION OF AGREEMENT.

Upon the effective date of the notice of termination of this Agreement,

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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Concessionaire shall:

Continue to operate the concessions granted hereunder on each Vessel in
a professional manner for eight months after the effective date of
the notice of termination or for such period of time, not to exceed
eight months, until Cruise Line has made alternate arrangements for
providing concession services on such Vessel;

Discontinue any and all use of all Licensed Properties, including but
not limited to such use in advertising or written material of
Concessionaire except as needed to satisfy its obligations in
Section 11.4(a)(i);

Discontinue all further production of Licensed Products unless
otherwise agreed to by Cruise Line except as needed to satisfy its
obligations in Section 11.4(a)(i);

Remove and return to Cruise Line, or destroy at Cruise Line's request,
any and all promotional material supplied by Cruise Line except as
needed to satisfy its obligations in Section 11.4(a)(i);

Return or destroy, upon request, all Cruise Line Confidential
Information except as needed to satisfy its obligations in Section
11.4(a)(i); and

Sell to Licensor, at Licensor's request, any unsold Licensed Products
remaining upon the termination of Licensor's performance hereunder
at Licensee's cost of manufacture thereof, including reasonable
shipping expenses; any unsold Licensed Products not purchased by
Licensor shall be promptly destroyed.

b. Upon the effective date of the notice of termination of this
Agreement, Cruise Line shall (a) immediately return or destroy, upon request,
all Concessionaire Confidential Information except as needed to satisfy its
obligations during the wind-down of this Agreement; and (b) have the right to
replace Concessionaire on a Vessel by Vessel basis.
c. In the event of termination of this Agreement for any reason other
than because of willful or gross negligence on Concessionaire's part, the MACF
shall terminate upon the last day of any cruise pending at the time Cruise Line,
or any third party, resumes

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the operations onboard a Vessel or the period
specified in Section 11.4(a) (i) above terminates, whichever is earlier.
Thereafter, no MACF shall be applicable to concession operations onboard the
remaining Vessels for which Concessionaire continues to operate the concession
operations.
d. In winding down concession operations on such Vessel, the Parties
agree to cooperate with each other for the purpose of ensuring that such
transition is done in an efficient and cost-effective manner while ensuring that
the concession operations onboard continue to operate in a professional manner
and otherwise in compliance with this Agreement. Without limiting the foregoing,
Concessionaire shall assist Cruise Line in its efforts to maintain or facilitate
the continuation with Cruise Line directly of each Marquee Brands relationship,
if any, or similar business relationship following Concessionaire's ceasing
operations.
e. Upon the expiration or termination of this Agreement, Cruise Line
shall have the right, but not the obligation, to offer employment to any of
Concessionaire's shipboard Employees to provide the same functions, or different
functions, for Cruise Line directly.
f. Upon the conclusion of the period set forth in Sections 11.4(a),
this Agreement shall terminate except for such obligations as provided in
Section 11.6.

11.5 PROCEDURES IN EVENT OF EXPIRATION OF LICENSE FOR LICENSED PRODUCTS.

Except as provided in Section 11.4 above, after the expiration or
termination of this Agreement or of the license and rights granted under Article
12 of this Agreement, Licensee, as defined in Article 12 below agrees to cease
and discontinue completely further use of the Licensed Property. Licensee shall,
within one (1) month after such expiration or termination, deliver to Licensor,
as defined in Article 12 below, a complete and accurate statement, certified to
be true by an officer of Licensee, indicating the number, description and
locations of all units of the Licensed Products on hand and/or in the process of
manufacture, as of both the date of such expiration or termination and the date
of such statement.

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11.6 SURVIVABILITY.

Upon termination or expiration of the license granted under this
Agreement, all rights (including the right to use the Licensed Property),
privileges and obligations arising under this Agreement shall terminate except
for those provisions which by their nature should survive the termination of
this Agreement.

11.7 NON-EXCLUSIVE REMEDIES.

Upon the termination of this Agreement, without prejudice to any other
rights and claims for damages suffered, or to be suffered by reason of such an
event of default, which the non-defaulting Party may have in law, equity or
admiralty or under this Agreement, the non-defaulting Party may exercise any
other right to remedy which may be available to it under applicable law, or
proceed by appropriate court action to enforce the terms hereof or to recover
damages for the breach thereof. No remedy or power referred to or given to the
non-defaulting Party in this Article and this Agreement, or otherwise existing,
is intended to be exclusive, but each, shall be cumulative and is in addition
to, and may be exercised concurrently with, any other remedy referred to herein
or which may otherwise be available to such Party in law, equity or admiralty.

11.8 NON-WAIVER OF REMEDIES.

Each and every power and remedy, whether herein or so given or otherwise
existing, may be exercised, from time to time, and as often and in such order as
may be deemed expedient, by such Party. No express or implied waiver by such
Party of any ground for exercising its rights in connection with this Agreement
shall be, or be construed to be, a waiver of any further or subsequent ground.
No delay or omission by such Party in the exercise of any right or power, or in
the pursuit of any remedy, shall impair any such right, or, be construed as a
waiver of any default or to be acquiescence therein.

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ARTICLE 12. LICENSING OF TRADEMARKS.

For the purposes of Articles 12 through 17 of this Agreement, Cruise Line shall
be Licensor and Concessionaire shall be Licensee.

Licensor hereby grants to Licensee a non-exclusive license to use the Licensed
Property solely in connection with the production, distribution,
advertisement, promotion and selling, either directly or through the
approved channels listed below (the "Approved Channels") of the Licensed
Products and in Marketing Material. This license shall be subject to the
terms and conditions of this Agreement.
The Approved Channels shall consist of distribution and sales to customers and
crew onboard a Vessel during the term of this Agreement
No other right or license is granted by Licensor to Licensee or by Licensee to
Licensor, either express or implied, with respect to any other trademark,
trade name, service mark, or other intellectual property right owned,
possessed, or licensed by or to Licensor. Licensee shall not use the
Licensed Property in any manner not specifically authorized by this
Agreement.
Licensed Products may only be distributed and advertised onboard the Vessels
(the "Territory").
The Parties intend by this Agreement to establish the relationship of licensor
and licensee, and it is not the intention of either Party to undertake a
joint venture or to make one an agent of the other except to the limited
extent expressly provided in this Agreement.

ARTICLE 13. QUALITY CONTROL

Licensee shall use the Licensed Property only on and in connection with Licensed
Products which have been printed in accordance with the standards of
quality in materials, design, workmanship, use, advertising and promotion
set forth in the control specifications which are promulgated by Cruise
Line and as they may be

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modified by Cruise Line from time to time upon notice to Concessionaire
(the "Control Specifications"). Cruise Line shall provide a copy of its
current Control Specifications to Concessionaire within sixty (60) days
after the execution of this Agreement.
Licensor shall have the right at any time, upon at least seven (7) days prior
written notice to Licensee (but not more often than once a year), to
conduct during regular business hours an examination of Licensed Products
produced by Licensee at Licensee's facilities, or its designates, to
determine compliance of such Licensed Products with the applicable Control
Specifications. If at any time such Licensed Products shall, in the sole
opinion of Licensor, fail to conform with the standards of quality in
materials, design, workmanship, use, advertising, and promotion set forth
in such Control Specifications, Licensor or its authorized representative
shall so notify Licensee. Upon such notification, Licensee shall promptly
cease to use the Licensed Property on such Licensed Products and not sell
such nonconforming Licensed Products until the standards of quality
contained in the applicable Control Specifications have been met to the
satisfaction of Licensor.
During the term of this Agreement, Licensee shall submit upon the written
request of Licensor samples of Licensee produced Licensed Products bearing
a Licensed Property for inspections and tests, to assure conformance of the
Licensed Products with the applicable Control Specifications. Upon
completion of such inspections and tests, Licensor shall return such
inspected and tested samples, in their current condition, to Licensee.

ARTICLE 14. APPROVALS/ARTWORK.

The quality of the Licensed Products as well as the quality of all packaging,
hang-tags, labels and any other material prepared in connection with the
Licensed Products, excluding Marketing Materials (collectively, "Packaging
and Promotional Materials") which includes the Licensed Property shall be
of a high standard, no less than the good quality of similar articles,
packaging, advertising, promotional and display materials presently
manufactured, distributed, sold and/or used by Licensee in the

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Territory and shall be in full conformity with all applicable laws and
regulations.
The Licensed Products and all Packaging and Promotional Material in respect
thereof must be submitted upon request of Licensor for its approval,
provided that such approval shall not be unreasonably withheld. Licensor
shall notify Licensee in writing within five (5) business days of the
approval or disapproval of the Licensed Product. Notwithstanding the above,
if submissions are disapproved, Licensor shall provide Licensee in writing
with its reasons for disapproval and any changes required for Licensee to
obtain approval of the submission. Licensee may not manufacture, use, offer
for sale, sell, advertise, promote, ship or distribute any Licensed Product
nor any Packaging and Promotional Materials which has been disapproved by
Licensor. Any acts by Licensee contrary to the terms of this Paragraph
shall be deemed a breach of the licenses granted pursuant to this
Agreement, entitling Licensor, in addition to any and all other remedies it
may have at law and in equity, to terminate such licenses.
Licensor shall furnish to Licensee, at Licensor's expense, such artwork for the
Licensed Property licensed to Licensee hereunder as may be reasonably
necessary for the manufacture, advertising and promotion of the Licensed
Products, ("Artwork"); all such Artwork shall be and remain the property of
Licensor, notwithstanding Licensee's modification (which is also subject to
Licensor's approval), and shall be returned to Licensor after its use by
Licensee. Licensee shall not use the Artwork in any other manner.
In order that Licensor may be assured that the provisions of this Agreement are
being observed, Licensee shall allow Licensor or its designee to enter upon
Licensee's premises during regular business hours (upon at least seven
days prior written notice to Licensee, but not more often than once each
calendar year) for the purpose of inspecting the Licensed Products and
Packaging and Promotional Material. In the event that the quality standards
hereinabove referred to are not met, or in the event that said quality
standards are not maintained throughout the period of manufacture of any
Licensed Products hereunder, then, upon written notice from Licensor,
Licensee shall immediately discontinue the manufacture and distribution of
such Licensed Products that do not meet Licensor's quality standards,
and/or the Packaging and

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Promotional Material related thereto, unless Licensee shall have remedied
such failure of quality to Licensor's satisfaction within thirty (30) days
after Licensee's receipt of notice thereof; failure to effect such remedial
measures shall entitle Licensor to terminate the licenses for the Licensed
Property granted under this Agreement upon notice to Licensee.
Licensee shall use only those Marketing Materials that are: (a) provided by
Licensor; (b) consistent with certain pre-approved categories provided by
Licensor (in this respect, within thirty (30) days after this Agreement is
executed by both Parties, Licensor shall prepare and provide to Licensee
standard pre-approved formats or guidelines or both which shall be designed
to eliminate the need for formal written approval from Licensor of a
variety of routine Marketing Materials used by Licensee; or (c) that
otherwise have received Licensor's prior written approval. Marketing
Materials that require Licensor's written approval as provided in section
(c) of the preceding sentence shall be submitted to Licensor. Licensor
shall notify Licensee in writing within five (5) business days of the
approval or disapproval of the Licensed Product. If Licensor fails to
respond within that five business day period, the item shall be deemed
approved.
Licensee shall furnish to Licensor a reasonable quantity of samples of the
Licensed Product, as and when requested by Licensor, at Licensor's cost,
such samples not to be resold.

ARTICLE 15. ANCILLARY USE OF LICENSED PROPERTY BY LICENSEE

Subject to the terms and conditions of this Agreement, and the applicable
Control Specifications, Licensee is further authorized to use in the Territory,
Licensed Property in connection with Marketing Material.

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ARTICLE 16. CONDITIONS APPLICABLE TO APPEARANCE OF LICENSED TRADEMARK

Licensee shall comply with conditions set forth in writing from time-to-time by
Licensor with respect to the style, appearance and manner of use of the
Licensed Property. Any use of the Licensed Property not specifically
provided for by such conditions shall be adopted by Licensee only upon
prior approval by Licensor. In addition, Licensor may request that a notice
or notices acceptable to Licensor be used on the Licensed Products and/or
Marketing Materials bearing Licensed Property to identify the licensed use
under this Agreement and the proprietary rights of Licensor
Marketing Material which uses a Licensed Property or which refers to Licensor or
to the Licensed Property or Licensed Products shall conform to the Control
Specifications as amended from time-to-time.

ARTICLE 17. RESERVATIONS OF RIGHTS AND PROTECTION OF LICENSED PROPERTY

Licensee shall not contest Licensor's ownership of the Licensed Property or
Licensee's obligation to assign any rights hereunder including any rights
Licensee may create in the Licensed Property. Licensee shall not contest or
impair these rights, either directly or indirectly, or in any way assist
others to contest or impair the same and hereby expressly acknowledge
Licensor's superior rights. This obligation shall survive any termination
of this Agreement.
At the request of Licensor, and without compensation to Licensee, Licensee shall
promptly do such acts and execute, acknowledge, and deliver all such papers
as may be necessary or desirable, in the sole discretion of Licensor, to
obtain, maintain, protect, and/or vest in Licensor the entire right, title,
and interest in and to any Licensed Property in the Territory; including
rendering such assistance as Licensor

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may request in any litigation, Patent and Trademark Office proceeding, or
other proceeding at Licensor's sole cost.
All use of any Licensed Property licensed herein and use on any good by
Licensee shall inure to the benefit and be the property of Licensor.
In the event the Licensee shall become aware of any infringement by any third
party of any right licensed herein or any other use of the Licensed
Property or any term confusingly similar thereto, it shall promptly notify
Licensor in writing of such infringement or use, and shall do such acts and
assist and supply such information as are reasonably necessary or desirable
in relation thereto. Licensor shall take only those steps that, in its sole
discretion, are necessary to enforce its rights, including the engagement
of legal counsel of its own choosing.
All rights in and to the Licensed Property, not expressly granted herein to
Licensee are hereby expressly reserved to Licensor.
Licensee shall not acquire any rights in the Licensed Property and/or trademarks
or goodwill associated with Licensed Property as a result of Licensee's use
thereof, and all use by Licensee shall inure to Licensor's benefit.
Licensee shall not, directly or indirectly, during the term of this
Agreement or thereafter, attack Licensor's ownership of the Licensed
Property, the trademarks or the validity thereof or attack the validity of
the license granted herein, or apply for any registration or file any
document or take any action which would affect the ownership of the
Licensed Property or trademarks or aid or abet anyone else in doing so, or
use or authorize the use of any trademark, trade name or words, symbols or
combination thereof or other designation identical with or confusingly
similar to the trademarks or to any element of the Licensed Property,
whether or not such element shall have been protected by patent, trademark
or copyright.
Except as expressly provided otherwise in this Agreement, ownership of all
copyright, patent and trademark rights in the Licensed Products and
Packaging and Promotional Material shall be in Licensor's name, except for
Licensee's name, its logo, and copyright and trademark notices used in
connection with Licensee's proprietary rights in respect of the Licensed
Property. Licensee shall cause such copyright, patent and

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trademark notices to appear on or within each unit of the Licensed Products
and/or the Packaging and Promotional Material as may be designated and
approved by Licensor. Any and all additions to, and new renderings,
modifications or embellishments of, the artwork shall by Licensor,
notwithstanding their invention, creation and use by Licensee or its
agents, be and remain the property of Licensor, and Licensor may use, and
license others to use, the same, subject only to the provisions of this
Agreement.
If the geographic scope of the license granted hereunder shall be expanded to
cover countries or areas outside of the Territory (as initially defined
hereunder), Licensee shall not use the trademarks or other trademarks or
service marks included in the Licensed Property in any such country or area
without first requesting, and receiving, a Notification of Availability
from Licensor; failing which, Licensor's indemnification obligation as
provided under Section 10.8 above, shall not apply to the use of the
trademark, trademarks or service marks in such country for such goods or
services.

In Witness Whereof, the Parties have executed this Agreement on the dates set
forth below.

Starboard Holdings, Ltd. Royal Caribbean Cruises Ltd.
By: /s/ J.P. Miquel By: /s/ Adam M. Goldstein
___________________________ ______________________________
Name: J.P. Miquel Name: Adam M. Goldstein
Title: President and CEO Title: Sr. V.P., Total Guest
Satisfaction
Dated: July 15, 1999 Dated: July 15, 1999
________________________ ___________________________

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Exhibit 10.28

CONCESSION AGREEMENT

This Concession Agreement made and concluded as of the 25th day of February,
1998, by and between HOLLAND AMERICA LINE-WESTOURS INC., a Washington
corporation d/b/a Windstar Cruises, hereinafter sometimes referred to as "Agent"
or "HAL" which is the duly authorized agent of WIND SPIRIT LIMITED, the Bahamian
corporation that currently anticipates purchasing the vessel Club Med I, to be
renamed the m/v Wind Surf (hereafter referred to as the "Vessel"), and THE
INTERNATIONAL CRUISE SHOPS DIVISION OF GREYHOUND LEISURE SERVICES, INC., a
Florida corporation (hereinafter referred to as "Concessionaire"). As used in
this Agreement, the term "Owners" includes Wind Spirit Limited together with all
other entities that are affiliated with HAL and that hereafter acquire an
interest in the Vessel either as an owner or charterer.

WITNESSETH:

HAL agrees to grant and Concessionaire agrees to accept the below
described concession on the following terms and conditions:

Description and Term of Concession

1. Definitions and Interpretation.

A. In this Agreement, the following words and expressions shall have
the meanings set opposite them respectively, unless the context otherwise
requires:

(i) Affiliate: means any person or entity controlled by,
controlling or under common control with another person or entity.

(ii) Annual Periods: means the period commencing on the
Effective Date and continuing until April 30, 1999 and thereafter means
the periods beginning on May 1st of each year and ending on April 30th
of the following year.

(iii) Annual PCDs: means the total passenger cruise days
(excluding day of disembarkation) for the Vessel during the applicable
Annual Period.

(iv) Caribbean Voyages: means all voyages of the Vessel that
include one or more port calls in the Caribbean.

(v) COB System: means the passenger rating system established
by HAL for the Vessel whereby most aspects of the Vessel's operations
and passenger services are rated by passengers on a 1-9 scale with 9
being the highest rating.
<PAGE> 2
(vi) Effective Date: means the date on which this Agreement
takes effect in relation to the Vessel, as provided for in Section 3.

(vii) Excluded Voyage: has the meaning provided in Section 10.

(viii) Late Sales: means those sales on board the Vessel or
after a voyage which cannot be charged to a passenger's shipboard
account due to the lateness of the sale.

(ix) Non-Duty Free Voyages: means all voyages of the Vessel in
which the ports of call make it not feasible for Concessionaire to sell
duty-free merchandise on the Vessel.

(x) Other Voyages: means all voyages of the Vessel other than
Caribbean Voyages and Non-Duty Free Voyages.

(xi) Quarterly Periods: means, as to each Annual Period, the
periods May 1 - July 31, August 1 - October 31, November 1 - January
31, and February 1 - April 30.

(xii) Quarterly PCDs: means the total passenger cruise days
(excluding day of disembarkation) for the Vessel during the applicable
Quarterly Period.

(xiii) Retail Services: means the sale of retail items by
Concessionaire in accordance with this Agreement.

(xiv) Revenue Amount: has the meaning specified in Section
6(C) below.

(xv) Specified Amount: has the meaning specified in Section
6(A) below.

B. Interpretation: All pronouns and any variations thereof shall be
deemed to refer to masculine, feminine, neuter, singular or plural, as the
identity of the person or persons may require. The term "may" shall refer to the
right of a party to do an act or omit to do an act. The term "shall" or "will"
shall refer to an obligation of a party to do an act or omit to do an act.

2. Scope of Concession/Right of First Refusal: A. This Agreement confers on
Concessionaire an exclusive concession onboard the Vessel to:

(i) supply and sell merchandise and sundry in the Vessel's
retail shops including specifically the following items: greeting
cards, post cards, gifts, novelties, perfumes, personal care (excluding
beauty) products, toys, jewelry, ceramics, shoes, hats, beachwear,
leather goods, handicrafts, radios, phonographs, electronic equipment,
musical instruments, logo of Windstar Cruises or m/v Wind Surf,
souvenirs, sunglasses, watches, clocks, textiles, silverware, bric a
brac, notions, books, sundries, snack foods and candy (excluding snack
foods and candies provided to passengers in the normal

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course of Vessel food service), tobacco products, playing cards and
games (excluding bingo, casino games, decks of cards and other games
provided for passengers in the normal course of Vessel operations), and
reading material (excluding reading material in the Vessel's library),
and other merchandise hereafter sold by Concessionaire on board the
Vessel with the prior written approval of HAL; and

(ii) supply and sell duty free liquor in bottles for
consumption on board or take home.

Concessionaire acknowledges that nothing contained in this Section 2(A) is
intended to grant it a concession to sell the products listed in Schedule 2A to
this Agreement. Concessionaire further acknowledges that the concession granted
by this Agreement is limited to sales to passengers.

B. It is acknowledged that another concessionaire will hold the
concession on board the Vessel for the operation of the Vessel's beauty parlors,
hairdressing salons, Turkish baths and massage facilities (the "Beauty/Fitness
Concessionaire") and that another concessionaire will hold the concession on
board the Vessel for photography and video services (the "Photo
Concessionaire"). The Beauty/Fitness Concessionaire will be offering for sale in
the facilities used by it various beauty and barbering supplies, cosmetics,
liniments, bath oils and similar consumable items. The Photo Concessionaire will
be offering for sale in the facilities used by it various film and camera
products. If Concessionaire notifies HAL that it objects to any products being
sold by the Beauty/Fitness Concessionaire or the Photo Concessionaire, HAL will
attempt to mediate the dispute failing which HAL shall, in its sole discretion
and notwithstanding Section 2(A) above, determine which concessionaire(s) can
sell which products. Concessionaire acknowledges previously being advised that
both it and the Photo Concessionaire will be selling film and cameras.
Concessionaire further acknowledges previously being advised that both it and
the Beauty/Fitness Concessionaire will be selling the merchandise listed in
Schedule 2B to this Agreement. Concessionaire further acknowledges that HAL
reserves the right to enter into an agreement pursuant to which HAL or another
company will offer passengers the ability to rent tuxedos either prior to or
during voyages; any such agreement shall not extend to the onboard sale of
tuxedos.

C. If Owner or an affiliate shall, during the term of this Agreement,
place any additional vessel that will be operated under the Windstar Cruises
name into passenger service, Concessionaire shall have a right of first refusal
to operate the same concession on that additional vessel as it is operating on
the Vessel. The mechanics of this right of first refusal shall be:

(i) HAL shall notify Concessionaire as to the terms and
conditions under which another qualified concessionaire is prepared to
operate the concession on the additional vessel;

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(ii) Concessionaire shall have fifteen (15) days after receipt
of such notice within which to notify HAL as to whether it is prepared
to offer the concession on the additional vessel on the same terms and
conditions as specified in the notice from HAL;

(iii) if Concessionaire timely notifies HAL that it will offer
the concession on the additional vessel, then Concessionaire and HAL
shall enter into a Concession Agreement embodying the terms and
conditions specified in the original notice from HAL with all other
provisions of the Concession Agreement to be the same as those provided
in this Agreement (other than changes necessary to conform with the new
terms and conditions); and

(iv) if Concessionaire fails to timely notify HAL that it will
offer the concession on the additional vessel, then Concessionaire's
right of first refusal as to that vessel shall terminate.

It is specifically agreed that this right of first refusal does not extend to
the three existing Windstar Cruises vessels (i.e., the Wind Star, Wind Song and
Wind Spirit).

3. Unless hereafter otherwise agreed to by the parties, the Effective Date of
this Agreement shall be the later of May 2, 1998 or the first date on which the
Vessel enters passenger service after being purchased by Owners provided,
however, if Wind Spirit Limited or one of its affiliates fails, for any reason
whatsoever, to purchase the Vessel on or before December 31, 1998, this
Agreement shall terminate on such date and the parties shall have no further
rights or obligations hereunder. Unless terminated earlier in accordance with
the provisions herein, the term of this Agreement shall continue until April 30,
2001, plus or minus up to 30 days at HAL's option. This Agreement shall be
applicable to all voyages ending during the term of Agreement. The termination
of the term of this Agreement shall not diminish the rights or obligations of
the parties in respect of the period prior to termination including, without
limitation, as to any liabilities or obligations arising as a consequence of
events that occurred prior to termination. Except as otherwise provided in this
Agreement (including, without limitation, Sections 65, 66, 67 and 68), HAL shall
give Concessionaire at least 90 days' written notice of the exact termination
date of the term of this Agreement.

Basic Storage and Physical Facilities to be Furnished by HAL

4. A. HAL shall, during the term of this Agreement, furnish Concessionaire with
suitable space on the Vessel for the operation of retail shops (including
storage facilities) as well as all reasonable hot and cold running water,
electricity, air conditioning and other utility services necessarily incident
thereto. HAL shall not be liable to Concessionaire for any loss or damage caused
by or resulting from any variation, interruption or any failure of said utility
services except that HAL shall promptly take such corrective measures as are
feasible to restore or repair such utility services, provided, however, that if
any such variation, interruption or failure makes it impossible for
Concessionaire to maintain operations on board the Vessel for 48

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or more consecutive hours during any voyage, then for purposes of calculating
amounts due HAL pursuant to Section 7 of this Agreement, the Specified Amount
for that voyage shall be $0.00.

B. HAL shall, at its expense, install slat walls in the shops.
Concessionaire has inspected and fully familiarized itself with all of the
existing and planned facilities to be utilized by Concessionaire onboard the
Vessel as well as utility services aboard the Vessel, and Concessionaire
acknowledges that they are or will be adequate, sufficient and fit for their
intended use by Concessionaire (assuming installation by HAL of the slat walls).

Details and Qualities of Operations to be Performed by Concessionaire

5. Concessionaire covenants, warrants and represents that:

A. Experience: Concessionaire is an experienced concessionaire, fully
qualified to supervise and perform the purchase and sale of sundries and
merchandise in the Vessel's retail shops as well as the purchase and sale of
cosmetics, and that it has contracted for or has available and will furnish a
sufficient, capable and trained staff to work onboard the Vessel.

B. Goods to be Sold: Concessionaire will purchase, supply and sell in
the Vessel's shops adequate quantities of high quality internationally
recognized brands of retail merchandise, including but not limited to jewelry,
perfume, souvenirs, apparel, gifts, sundries, cosmetics, tobacco products, toys,
sporting goods, sunglasses, lotions, books, magazines, toiletries and bottled
liquor for consumption on board or take home. HAL may prohibit Concessionaire
from marketing any specific goods aboard the Vessel if in HAL's opinion such
marketing is undesirable or likely to be prejudicial to the business of HAL
either directly or indirectly or HAL otherwise reasonably objects to the type or
quality of the goods.

C. Staff: Concessionaire will engage in its service aboard the Vessel
no less than two, nor more than three, staff, sufficiently trained in their
duties and conversant in English, who will perform Concessionaire's obligations
hereunder in a courteous and efficient manner so as to meet the highest
standards of retail merchandising generally adhered to in the luxury resort
industry. Concessionaire will engage the services of a professional window
dresser to display the merchandise for sale in the Vessel's shops.
Concessionaire will maintain the highest standards when changing showcase and
window displays.

D. Staff Evaluation: Concessionaire will establish, to the reasonable
satisfaction of HAL, a system for evaluating the performance of Concessionaire's
staff so as to assure continuous maintenance of the quality standards required
of them. Such system shall provide for the prompt replacement of staff that do
not adhere to the required quality standards.

E. Services: In addition to providing the Retail Services,
Concessionaire shall make its staff available to work at the Vessel's Reception
Desk providing services customarily

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provided by Reception Desk staff, up to an aggregate amount of 20 hours per
week, with exact times to be specified by the Vessel's Hotel Manager.
Concessionaire will perform no other services and make no other sales on board
the Vessel without the prior written approval of HAL.

F. Hours: Concessionaire will operate the Vessel's shops during
reasonable and customary hours as directed by HAL.

G. Sanitary Conditions: Concessionaire will at all times establish and
maintain on the Vessel high standards of sanitary conditions and cleanliness in
the storerooms, shops and other spaces where it performs its obligations; and
its employees will at all times maintain high standards of personal cleanliness.
Such sanitary and cleanliness standards shall include but not necessarily be
limited to the requirements imposed by the United States Public Health Service.

H. Pricing: Prices charged on goods for resale to passengers in the
Vessel's shops are to be fixed by Concessionaire subject to the rights of HAL to
require changes therein if HAL reasonably determines that the prices are
commercially unacceptable. Concessionaire shall ensure that bar codes (UPC) are
included on all merchandise sold on board the Vessel, that Concessionaire's
employees have the equipment and training to enable them to process sales by
scanning the bar codes, and that Concessionaire's employees do, in fact, process
sales by such method. All pricing shall be in U.S. Dollars.

I. Crew Sales: Unless otherwise hereafter agreed by the parties,
Concessionaire shall not sell any products to officers or other crew members.

J. Sales: Except as hereinafter provided as to late Sales,
Concessionaire will not accept cash, credit cards, traveler's checks, or
personal checks from its customers and all sales must be charged to customers'
shipboard accounts. Concessionaire shall make its best efforts to encourage
passengers to complete all purchases prior to date of disembarkation. For any
sales exceeding $500.00, prior authorization has to be obtained by the
Concessionaire from the Vessel's Purser; in no event shall Concessionaire
deliver merchandise to the purchaser unless and until such authorization has
been obtained. Concessionaire may only undertake Late Sales on a cash basis and
subject to the issue of numbered receipts, copies of which must be retained for
inspection by HAL.

K. Alcohol/Drugs: Concessionaire will comply, and cause its staff to
comply, with the terms of any lawful agreement and/or policy now existing, or
hereafter entered into or adopted by HAL, with respect to the carrying on board
the Vessel and/or use on board the Vessel of alcoholic beverages, any narcotics
or other controlled substances that HAL may deem necessary or desirable in view
of health and safety considerations and/or the laws, regulations and policies of
any governmental jurisdiction including, without limitation, the zero tolerance
policy of the government of the United States of America.

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<PAGE> 7
L. Environmental Matters: Concessionaire acknowledges that HAL is, and
will be, implementing programs designed to minimize the waste products generated
by the Vessel and further to control the types of waste products in order to
reduce disposal costs and address environmental concerns. Concessionaire shall
comply with such reasonable rules as HAL may, from time to time, establish with
respect to such matters. In no event shall Concessionaire place any waste
materials or other substances into the Vessel's waste disposal or garbage
systems that are considered "hazardous substances," "hazardous wastes," "toxic
substances" or "toxic wastes" under applicable law or the generation or disposal
of which in the normal course of garbage handling by the Vessel could result in
the violation of any law, rule or regulation promulgated by any governmental
authority having jurisdiction over the Vessel.

M. Improper Conduct: In its performance under this Agreement, neither
Concessionaire nor any of its employees or representatives shall engage in any
conduct that would be construed under the laws of the United States of America
as constituting discrimination or harassment on the basis of race, sex,
religion, age, national origin, creed, color, marital status or sexual
orientation.

N. Communications: Concessionaire will work with HAL to develop and
utilize an "e-mail" system that will improve communications between
Concessionaire, HAL and the Vessel.

Payments

6. For purposes of this Agreement, the following definitions and interpretative
guidelines apply:

A. The "Specified Amount" shall be as follows:

<TABLE>
<CAPTION>
Non-Duty Free Caribbean
Period Voyages Voyages Other Voyages
------ ------- ------- -------------
<S> <C> <C> <C>
Effective Date-4/30/99 [* ]
5/1/99 - 4/30/00 [* ]
5/1/00 - 4/30/01 [* ]
</TABLE>

For purposes of calculating rental payments for a particular voyage, the
Specified Amount to be used shall be the amount in effect on the last day of the
voyage.

B. All persons occupying passengers' cabins on board the Vessel, as
certified by the Purser onboard the Vessel, shall be included for purposes of
computing passenger cruise days.

- --------
*This confidential portion has been omitted and filed separately with
the Commission.

-7-
<PAGE> 8
C. Rental fees calculated on a percentage basis (hereinafter referred
to as the "Revenue Amount") in respect of any calculation period (voyage,
Quarterly Period or Annual Period, as the case may be) shall equal the sum of:
[*
].

D. Credit card service charges for on-board sales shall be for the
account of HAL. concessionaire shall not accept credit cards for Late Sales.

7. A. Concessionaire will pay HAL in U.S. Dollars a rental fee for each
Annual period equal to the greater of: (i) the product of the Specified Amount
times the Annual PCDs for the Annual Period (to be computed separately for
Non-Duty Free Voyages, Caribbean Voyages and Other Voyages and the amounts so
computed added together); or (ii) the Revenue Amount for the Annual Period. If
the termination date of the term of this Agreement is other than the last day of
an Annual Period, the Annual Period shall be deemed to end as of the termination
date and all calculations shall be made on the basis of the shortened Annual
Period.

B. The Purser on the Vessel shall furnish the Concessionaire's on-board
manager, in writing, a breakdown of Concessionaire's revenues by category on a
daily basis, and at the end of each voyage, with the total passenger cruise days
(excluding day of disembarkation) for the voyage. At the end of each voyage of
the Vessel, the Concessionaire's on-board manager shall furnish the Purser, in
writing, with:

(i) the total revenues from all sales for the voyage,
separately stating the total for Late Sales; and

(ii) a breakdown of revenues by category (i.e., revenues that
are and are not included in Retail Services revenues).

Based on the information furnished to him and on the Vessel's records, the
Purser shall then calculate the Revenue Amount for that voyage.

C. HAL under its "no cash" policy shall collect and hold all revenues
generated by Concessionaire on board the Vessel other than revenues generated by
Concessionaire from Late Sales. At the end of each voyage, HAL shall retain an
amount equal to:

(i) the Revenue Amount for that voyage (determined, for these
purposes, by including revenues from Late Sales); plus

(ii) messing charges and other unpaid amounts due to HAL for
that voyage.

- --------
*This confidential portion has been omitted and filed separately with
the Commission.

-8-
<PAGE> 9
The balance of monies collected by HAL as to that voyage shall be paid to
Concessionaire by check on the date on which that voyage ends, or at such other
time and in such other manner as may be agreed between the parties.

8. Concessionaire shall pay HAL a per diem messing charge of USD [* ] per
employee per day for their personnel on the Vessel until November 30, 1998. HAL
may, at its option, annually increase the messing charges as of December 1 of
each year (beginning with December 1, 1998), but no such annual increase shall
result in messing charges higher than those generally being charged other
concessionaires on board the Vessel. None of the Concessionaire's employees
shall order from the passenger menus. Concessionaire shall also be responsible
for amounts due HAL under Section 39 with respect to radio and telephone
communications.

9. A. At the end of each Quarterly Period beginning with the Quarterly Period
ending July 31, 1998, HAL shall determine whether the monies retained by it
pursuant to Section 7(C) above for said Quarterly Period are sufficient to
provide HAL with:

(i) the rental due it pursuant to Section 7(A) (determined for
these purposes as if the Annual period ended on the last day of the
Quarterly Period);

(ii) messing charges for the Quarterly Period;

(iii) amounts, if any, due HAL for that Quarterly Period
pursuant to Section 10; plus

(iv) any other amounts due HAL under this Agreement for that
Quarterly Period.

If there shall be a deficiency, such shall, in the absence of manifest error, be
paid by Concessionaire within ten (10) days after HAL shall notify
Concessionaire of the amount thereof and the calculations relevant thereto. If
HAL shall have retained monies in excess of what it is entitled to, the excess
shall be paid to Concessionaire within ten (10) days after HAL shall have
notified Concessionaire of the amount thereof. Such notice shall be given within
thirty (30) days after the end of the Quarterly Period.

B. At the end of each Annual Period, HAL shall determine whether the
monies retained by it pursuant to Section 7(C) above for said Annual period plus
any amounts paid to it pursuant to Section 9(A) above are sufficient to provide
HAL with:

(i) the rental due it pursuant to Section 7(A) for that Annual
Period;

- --------
*This confidential portion has been omitted and filed separately with
the Commission.

-9-
<PAGE> 10
(ii) messing charges for the Annual Period;

(iii) amounts, if any, due HAL for that Annual Period pursuant
to Section 10; plus

(iv) any other amounts due HAL under this Agreement for the
Annual Period.

If there shall be a deficiency, such shall, in the absence of manifest error, be
paid by Concessionaire within ten (10) days after HAL shall notify
Concessionaire of the amount thereof and the calculations relevant thereto. If
there shall have been an excess payment, such shall be paid by HAL to
Concessionaire within ten (10) days after HAL shall notify Concessionaire of the
amount thereof and the calculations relevant thereto. Such notice shall be given
within thirty (30) days after the end of the Annual Period.

10. The parties agree that as to each aspect of the Retail Services,
Concessionaire is expected to maintain a rating at or above what is considered
an acceptable rating under the COB System; i.e., [* ] as to Shop Staff and [* ]
as to Shop Selection. If there shall occur two or more consecutive voyages of a
Vessel (determined without regard to Excluded Voyages, as that term is defined
below) as to which Concessionaire is unable to maintain ratings that are equal
to or greater than the applicable acceptable rating specified above for each
aspect of the Retail Services, then as to each such consecutive deficient voyage
of the Vessel (other than the first one and not including Excluded Voyages),
Concessionaire shall pay HAL the sum of [* ] per day of the voyage, excluding
day of disembarkation, but in no event more than [* ] as to any voyage. For
purposes of this Agreement, "Excluded Voyages" are all voyages as to which a
rating for any aspect of the Retail Services is less than the applicable
acceptable rating specified above and the Vessel's Overall Experience Rating is
less than [* ]. HAL will provide Concessionaire's on-board manager with each
sailing's Retail Services ratings and Overall Experience Rating promptly
following the conclusion of the voyage. Amounts due under this Section shall be
collected by HAL pursuant to Sections 7 and 9 above. An example of the foregoing
is as follows:

<TABLE>
<CAPTION>
Shop Staff Shop Selection Overall
Voyage Rating Rating Experience Rating
------ ------ ------ -----------------
<S> <C> <C> <C>
1 [* ]
2 [* ]
3 [* ]
4 [* ]
5 [* ]
6 [* ]
</TABLE>

- --------
*This confidential portion has been omitted and filed separately with
the Commission.

-10-
<PAGE> 11
Voyage 1: Both Retail Services ratings are above the applicable acceptable
rating - no payment.

Voyage 2: The Shop Staff rating is below [* ], not an Excluded Voyage because
Overall Experience Rating is at or above [* ] - no payment because of Voyage 1
rating.

Voyage 3: Excluded Voyage because the Shop Staff rating was below [* ] and
Overall Experience Rating below [* ] - no payment.

Voyage 4: The Shop Selection rating was below [* ], not an Excluded Voyage
because Overall Experience Rating is at or above [* ] - payment is due since
there have been two or more consecutive voyages where a Retail Services rating
was below the applicable acceptable rating (for these purposes, Voyage 3 is
ignored).

Voyage 5: Both Retail Services ratings at or above the applicable acceptable
ratings; not an Excluded Voyage even though Overall Experience Rating is below
[* ] because both Retail Services ratings at or above applicable acceptable
ratings - no payment.

Voyage 6: The Shop Staff rating below [* ], not an Excluded Voyage because
Overall Experience Rating is at or above [* ] - no payment because of Voyage 5
rating.

Notwithstanding the above provisions, Concessionaire shall have the right to
request HAL review as to any voyage in which Concessionaire was unable to
maintain the required ratings on the basis of mitigating circumstances. If HAL
agrees there were mitigating circumstances, then such voyage will be considered
an Excluded Voyage for all purposes of this Section; otherwise, the above
provisions of this Section shall apply. The decision of HAL as to whether there
were mitigating circumstances shall be final and binding upon the parties.

Trademarks

11. HAL hereby grants Concessionaire the right to imprint the Windstar Cruises
logo and, in HAL's discretion, other Windstar Cruises trademarks (the Windstar
Cruises logo and other trademarks are herein referred to as the "Trademarks") on
merchandise sold by Concessionaire on board the Vessel.

12. A. All right, title and interest in and to the Trademarks and the goodwill
associated therewith is owned by HAL and/or one of its Affiliates.
Concessionaire recognizes such ownership in HAL and its Affiliates and agrees
never to contest their title thereto or the validity of the trademark
applications or registrations therefore filed or obtained by HAL or its
Affiliates.

- --------
*This confidential portion has been omitted and filed separately with
the Commission.

-11-
<PAGE> 12
B. Concessionaire agrees that HAL and/or its Affiliates are and will be
the owner of all goodwill that may in the future attach to the Trademarks as a
result of Concessionaire's use of the Trademarks.

C. Concessionaire acknowledges that by entering into this Agreement,
Concessionaire acquires no rights to any trademarks pertaining to any of HAL's
products or services which rights remain solely in HAL and/or its Affiliates,
except for such rights specifically granted in this Agreement.

D. Concessionaire shall not, without HAL's prior written consent, file
any applications or obtain any registrations of the Trademarks anywhere in the
world. If requested by HAL, Concessionaire agrees, at the expense of HAL, to
assist and join in any application HAL and/or its Affiliates may make to
register the Trademarks including the execution of any documents as may be
necessary to implement such application.

E. HAL shall have the right to determine the existence of infringement
of the Trademarks, and in the event of infringement by a third party, HAL and
its Affiliates shall have the exclusive right, at their discretion, to file and
maintain a suit for infringement.

F. Concessionaire agrees to make only proper usage of the Trademarks
and specifically to include the appropriate indication (TM) or (R) adjacent to
the Trademarks at all reasonable times.

G. Concessionaire agrees upon termination of the term of this Agreement
to cease all use of the Trademarks or any confusingly similar trademark or trade
name. After termination of the term of this Agreement, Concessionaire shall not
adopt for use any trademark or trade name confusingly similar to the Trademarks.

H. If HAL, on less than 90 days advance notice, shall terminate this
Agreement for any reason whatsoever before the expiration date specified in
Section 3, HAL shall purchase from Concessionaire all of Concessionaire's
remaining inventory which includes the Trademarks (other than inventory first
ordered after HAL's notice of termination), at Concessionaire's cost.

13. Concessionaire shall provide HAL with artwork, or photostats of artwork,
indicating colors and process of manufacture, of all newly-designed and not
previously approved uses of the Trademarks for HAL's approval prior to their
use. HAL shall have the right, at its discretion, to forbid the use thereof.
Samples of literature, advertising, catalogs and packaging relating to the new
uses will be provided on a timely basis by Concessionaire to HAL following
printing or production. When using the Trademarks, Concessionaire agrees to
undertake to comply with the requirements of all laws pertaining to trademarks,
including marking requirements. Before using any Trademarks, Concessionaire
shall inform HAL of the nature and quality of the products or services to which
the use relates and shall thereafter promptly furnish samples thereof to HAL.

-12-
<PAGE> 13
Concessionaire's Employees

14. Concessionaire's status under this Agreement is solely that of an
independent contractor, and Concessionaire at all times has the obligation and
right to control all of the employees engaged by Concessionaire to perform its
obligations hereunder, and such persons are solely the responsibility of
Concessionaire. Concessionaire is solely responsible for the payment of all
wages, vacation pay, benefits and repatriation expenses to each of its
employees. Concessionaire shall furnish HAL with copies of the contract forms
used for engaging the services of Concessionaire employees.

15. Concessionaire is solely responsible for satisfying all maintenance and cure
obligations, and for the payment of any medical and subsistence expenses or
damages, to Concessionaire's employees arising from accident, injury or illness.
Except as provided in Section 28, Concessionaire shall indemnify and defend HAL
and the Owners and hold them harmless for and from any such obligations,
expenses or damages they may incur together with all expenses incident thereto
including, without limitation, legal fees.

16. Concessionaire's employees shall not have maritime liens on the Vessel for
any payments or amounts due to them in connection with their services for
Concessionaire. Concessionaire shall indemnify and defend HAL and the Owners and
hold them harmless for and from any such lien discharged by them together with
all expenses incident thereto including, without limitation, legal fees.

17. Concessionaire's employees are not entitled to assert claims against HAL or
the Owners under Jones Act, 46 U.S.C. Section 688 or any successor statute.
Concessionaire shall indemnify and defend HAL and the Owners and hold them
harmless for and from and such Jones Act damages incurred by them together with
all expenses incident thereto including, without limitation, legal fees.

18. In each of its contracts with its employees employed onboard the Vessel,
Concessionaire will insert the following notice:

"Your employer is a concessionaire of Holland America Line-Westours
Inc. ("HALW") d/b/a Windstar Cruises, agent of the owner or charterer
of the Windstar Cruises Vessel to which you will be assigned. You are
subject to the control of your employer. You are also subject to the
authority of the Master for purposes of health, safety, and discipline.
In your dealings with passengers you will refer to yourself as an
employee in the Vessel's Shops. However, your employer is solely
responsible for you, and neither the Vessel nor HALW nor the Vessel's
owner or charterer are obligated to you for any payments of any nature
whatsoever including, without limitation, maintenance and cure or other
amounts to which you might otherwise be entitled as a result of any
injury, illness or accident. In view of the laws, regulations and
policies of governmental jurisdictions and/or the safety of the Vessel,
its passengers and crewmembers, HALW and/or its Affiliates may deem it

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<PAGE> 14
necessary or desirable to enter into agreements or adopt policies with
respect to the carrying on board the Vessel and/or use on board the
Vessel of narcotics, other controlled substances and/or alcoholic
beverages including, without limitation, random drug and/or alcohol
testing policies. You are required to comply with the terms of any such
agreement and/or policy now existing, or hereafter entered into or
adopted by HALW or its Affiliates. Without limiting the generality of
the foregoing, your entering into of this contract constitutes your
consent to submit to drug and/or alcohol testing if and when required
by HALW or its representatives."

19. A. Concessionaire irrevocably appoints the Master of the Vessel as its
agent with the power of overall supervision of Concessionaire's employees on
board the Vessel for purposes of health, safety, and discipline. The Master may
delegate this supervisory power to the Vessel's Hotel Manager and/or Purser.

B. Only for purposes of health, safety and discipline and to facilitate
compliance with the immigration laws applicable in the Vessel's base port and
other ports of call, Concessionaire's employees will sign on ship's articles;
but such adherence to ship's articles will not in any way detract from or modify
the Concessionaire's status as an independent contractor, and its relationship
or its right and obligation to control its employees, as described in Sections
14-18. HAL agrees to make all arrangements for the Concessionaire's employees to
sign on and off ship's articles; provided that all disbursements in connection
therewith shall be for the Concessionaire's account.

20. Concessionaire will not intentionally advertise or otherwise cause to become
known amongst the passengers that Concessionaire is a concessionaire. In their
dealings with passengers, Concessionaire's employees will refer to themselves as
employees of the Vessel's Shops; but such reference for purposes of passenger
relations will not in any way detract from or modify Concessionaire's status as
an independent contractor, and its relationship or its right and obligation to
control its employees as described in Sections 14-18.

21. Concessionaire will employ on board the Vessel only persons who are of good
moral character and who are in good health, who hold valid passports, visas, and
all other permits required by any governmental authority having jurisdiction in
order that they may enter and leave the base port and other ports where the
Vessel may call. HAL agrees to arrange for all on board immigration formalities
and to accept responsibility for safekeeping of all passports or other
immigration documents turned over to it by Concessionaire's employees.

22. Concessionaire will at its own expense arrange for each of its employees to
receive a complete medical examination immediately prior to serving aboard the
Vessel and periodically thereafter. The examination must be performed by the
Vessel's physician or another physician acceptable to HAL, must include such
tests and procedures as may be required by HAL (including, without limitation, a
chest x-ray), and must show the employee to be in good health, fit for
performance of shipboard duties and otherwise to have satisfied such health
criteria as may

-14-
<PAGE> 15
be established by HAL. If performed other than by the Vessel's doctor, the
report of such examination shall be forwarded to the Vessel's doctor. If the
physical examination is conducted by the Vessel's doctor on board the Vessel,
Concessionaire shall pay the Vessel's Purser the cost thereof prior to
conclusion of the voyage during which the examination occurs.

23. Concessionaire's employees will at all times keep themselves neatly groomed,
well spoken, and suitably attired in uniforms to be provided at Concessionaire's
expense. Uniform design is subject to prior HAL approval, which approval shall
not be unreasonably withheld.

24. Concessionaire will designate for the Vessel an on-board manager of suitable
experience and caliber to supervise the work of Concessionaire's other
employees, subject to the overall supervision of the Master as provided in
Section 19. The on-board manager will be entitled to the same privileges as a
hotel officer of the Vessel.

25. From time to time, when deemed necessary by Concessionaire or reasonably
requested by HAL, Concessionaire will furnish a reasonable number of executive
or supervisory employees to travel on the Vessel for purposes of inspecting
Concessionaire's operations. Suitable accommodations for such executive or
supervisory employees of Concessionaire will be provided by HAL if available,
without charge to Concessionaire; except that Concessionaire will pay the charge
described in Section 8 for such persons at the same rate Concessionaire is then
being charged for its on-board staff and will also pay port charges and taxes
for such persons based on amounts stated in HAL's brochures. If an employee is
on the Vessel for less than the entire voyage, the port charges and taxes amount
will be prorated based on the number of ports during which the employee was on
the Vessel relative to the total number of ports scheduled for the voyage
(including, for these purposes, the port of embarkation and disembarkation).

26. In his discretion, the Master may require any employee of Concessionaire to
remove himself and his belongings from the Vessel at any time when the Vessel is
in port, and all repatriation expenses, if any, will be for Concessionaire's
account; provided that if HAL determines that the Master acted reasonably, HAL
will reimburse Concessionaire for any such repatriation expenses.

27. HAL will furnish without charge applicable accommodations of officer or crew
grade including clean bed linen and towels at normal intervals, for the number
of Concessionaire's personnel as described in Section 5(C), as well as Sections
24 and 25.

28. At Concessionaire's request, and except as otherwise provided in Section 22,
HAL will furnish for Concessionaire's employees during the period they are
onboard the Vessel, without charge, regular and reasonable on board medical care
by the Vessel's doctor, as well as medicines, for accident, illness and injury
suffered by Concessionaire's personnel while onboard the Vessel. The obligations
of HAL under this Section only extend to the period while the employees are
onboard the Vessel. HAL's obligations under this Section shall end as soon as an
employee departs the Vessel (including a departure required by HAL or the
Vessel's physician).

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<PAGE> 16
In addition, HAL's obligations under this Section are not intended to reduce
Concessionaire's obligations under Sections 15-17 of this Agreement.

29. Concessionaire's personnel are not permitted to:

(a) carry or consume aboard the Vessel any narcotics or other drugs
which are prohibited in the Vessel's ports, except pursuant to a program of
medical care under the direct supervision of the Vessel's doctor;

(b) consume alcoholic beverages aboard the Vessel to the point of
intoxication or to the point where, during the subsequent performance of their
duties, such consumption could become apparent to the passengers;

(d) engage in gambling aboard the Vessel in the Vessel's casino or
amongst themselves;

(e) sell any merchandise to passengers (except in the course of their
duties), or to purchase merchandise from the Vessel's shops for resale; or

(f) bring any firearm or other weapon onto the Vessel.

Concessionaire's Other General Obligations

30. Subject to the approval of the Master, Concessionaire will safely stow for
sea and will maintain such safe stowage for sea of all of its equipment,
supplies and other property, as well as all property belonging to HAL or the
Owners which Concessionaire uses to perform its obligations hereunder. Upon
expiration or termination of the term of this Agreement for any reason and
provided that all sums due from Concessionaire to HAL have been paid, placed in
escrow or bonded by Concessionaire: (i) HAL shall provide Concessionaire with a
properly executed carrier's release, releasing all Concessionaire's goods,
equipment and wares for off-loading at the regularly scheduled port or ports
selected by Concessionaire; and (ii) HAL covenants that it will in no way
inhibit or hamper Concessionaire's right to take possession of the goods,
equipment and wares and to remove them from the Vessel.

31. Concessionaire will create no unseaworthy conditions in the performance of
its obligations hereunder.

32. Concessionaire will care for the property of the Vessel utilized by
Concessionaire in performance of its obligations hereunder in a careful,
efficient and businesslike manner. Concessionaire will not contract directly
with other concessionaires for bar, catering or other services.

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<PAGE> 17
33. Concessionaire will comply with all laws and regulations (including but not
limited to tax laws and regulations) of all governmental authorities having
jurisdiction, relating to immigration, repatriation and its operations
hereunder.

34. Concessionaire may request structural, electrical, plumbing or other utility
changes on the Vessel but such changes will be made by HAL only at its
discretion and for the account of Concessionaire.

35. A. Concessionaire will, at its own expense, repair or replace as
appropriate, all of HAL's and any Owner's property which is damaged by
Concessionaire's employees, over and above normal wear and tear.

B. Following receipt of fully completed flooring, lighting, wall
covering and display equipment. Concessionaire shall be responsible for
installation and maintenance at its own expense of tasteful interior fittings
and fixtures in all areas used by passengers in availing themselves of goods
marketed by Concessionaire aboard the Vessel, but all plans for altering the
interior fittings shall be submitted to HAL for its approval prior to
implementation. Such approval shall not be unreasonably withheld or delayed. The
obligations of Concessionaire under this Section shall not extend to structural
or alterations to the Vessel other than those required as a result of the acts
or omissions of Concessionaire.

Other HAL Obligations

36. HAL will permit access to those portions of the Vessel and to the Vessel's
equipment which may reasonably be required by Concessionaire to perform its
obligations hereunder. HAL agrees to cooperate with Concessionaire for the
purpose of promoting Concessionaire's services aboard the Vessel.

37. HAL shall finish Concessionaire with one or two safe deposit boxes in the
office of the Purser on the Vessel.

38. HAL shall coordinate stevedoring services for Concessionaire with such
services required by HAL and other concessionaires, but Concessionaire shall be
responsible for its own stevedoring costs, save to the extent that HAL is able
to provide loading and unloading facilities in the normal course of its
operations.

39. HAL shall furnish Concessionaire with reasonable radio and telephone
communications at cost.

40. HAL will furnish at its own expense on board laundry services (but not dry
cleaning) for Concessionaire's employees. Concessionaire assumes all risk of
loss or damages as to any laundry and dry cleaning services.

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<PAGE> 18
Complaints

41. All complaints by passengers, officers, staff and crew arising from
Concessionaire's sales and service will be referred by HAL to Concessionaire's
on-board manager on the Vessel involved. If any such complaint cannot be
amicably resolved within 21 days, Concessionaire agrees to propose to the
complainant that the matter be referred to arbitration, and if the complainant
consents to the proposal, Concessionaire will submit the complaint to
arbitration under the Consumer Arbitration Rules of the American Arbitration
Association, with the arbitration hearings and other proceedings to be held in
Miami, Tampa, Los Angeles, San Francisco, Seattle or New York, at the
complainant's option.

Finance

42. A. HAL agrees at its own expense to provide and maintain marine hull
and machinery and war risk hull and machinery insurance covering the Vessel with
first class marine underwriters, and this insurance shall be endorsed to
designate HAL as the loss payee.

B. In the event that Concessionaire or its personnel cause in whole or
in part any loss or damage covered by this insurance, or which would have been
covered by this insurance but for a commercially reasonable deductible (not to
exceed $5,000,000) in the insurance policy, Concessionaire agrees to reimburse
HAL, to the extent attributable to Concessionaire's negligence, for the amount
of the deductible applicable in such loss or damage.

C. HAL and the Owners shall have no further right of recovery from
Concessionaire for loss or damage covered by such insurance, or on account of
payments made to discharge claims against or liabilities of the Vessel, HAL or
the Owners covered by such insurance.

43. A. HAL and the Owners shall have no obligation to provide protection and
indemnity insurance coverage for Concessionaire. Concessionaire agrees to obtain
and maintain at its own expense insurance to defend and cover its liability, if
any, and HAL's and the Owner's liabilities, if any, for:

(i) maintenance and cure as well as personal injury or death
claims asserted by Concessionaire's employees or their estates; and

(ii) claims of passengers or other third parties arising out
of or in connection with Concessionaire's operations or the actions of
Concessionaire's employees except that as to claims of passenger or
other third parties, such insurance need not cover the liabilities of
HAL or Owners to the extent attributable to the negligence or willful
fault of HAL or Owners.

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<PAGE> 19
Such insurance shall be in form, in amounts, with carriers and on terms
satisfactory to HAL's Risk Management Department, shall name HAL as an
additional insured and shall waive subrogation against HAL, the Vessel and the
Owners. Concessionaire shall provide HAL's Risk Management Department with a
Certificate of Insurance evidencing such coverage.

B. Concessionaire shall be solely responsible for the costs and
expenses of repatriation, loss of personal effects and other costs to
Concessionaire's employees (including, without limitation, burial costs) in the
event of death, casualty or termination of a voyage, and shall indemnify, defend
and hold harmless HAL and the Owners from and against any and all such costs and
expenses.

44. Concessionaire agrees to obtain and maintain, at its own expense, insurance
on the full value of all of its property aboard the Vessel with deductibles for
its own account. Concessionaire shall not have any right of recovery against HAL
or the Owners on account of loss or any damage to its property whether or not
covered by such insurance. Said insurance shall waive subrogation against HAL,
the Vessel and the Owners.

Liens

45. Neither Concessionaire nor any of its employees, agents or representatives
shall have any right, power, or authority to create, incur or permit to be
imposed upon the Vessel any lien whatsoever. Concessionaire agrees to set forth
in all of its purchase orders a notice with this information.

46. Except as otherwise provided in Section 30 of this Agreement, HAL shall have
a lien upon all Concessionaire's property aboard the Vessel for all sums due
hereunder, which lien shall continue after delivery of said property ashore
wherever found.

Voyage Scheduling

47. Voyages shall be scheduled at the sole discretion of HAL who will promptly
furnish Concessionaire with an initial voyage and drydock/wetdock schedule as
well as changes therein. Concessionaire shall have claim against HAL for loss or
damage arising from delay, lay up or schedule change of the Vessel.

Promotional Literature

48. Concessionaire shall not circulate any photographs for promotional purposes
without prior written consent of the persons or owners of the property which are
the subject of the photographs.

49. Concessionaire shall not issue any publicity or press releases identifying
HAL or the Vessel without the prior written consent of HAL.

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<PAGE> 20
Inventory

50. At every drydocking of the Vessel, Concessionaire and HAL shall inventory
all of HAL's property which Concessionaire is using in the performance of its
obligations on such Vessel.

Change of Status

51. Upon 90 days written notice to Concessionaire, Owners may sell or charter
the Vessel, and upon such sale or charter, the term of this Agreement shall
terminate, provided that if the sale or charter of the Vessel is to one of HAL's
Affiliates, the term of this Agreement shall continue in full force and effect
between Concessionaire and such HAL Affiliate and further provided, however, as
to charters to non-Affiliates for a duration that will not extend beyond the
term of this Agreement, Concessionaire shall have the right to cause the term of
this Agreement to merely be suspended for the duration of the charter, rather
than terminated.

52. In its sole discretion, Owners may, at any time: (i) change registry of
Vessel; (ii) transfer ownership of the Vessel to any Affiliate of HAL; or (iii)
bareboat charter the Vessel to any Affiliate of HAL. Any such occurrence shall
not terminate the term of this Agreement or otherwise modify the rights and
obligations of the parties under this Agreement.

53. In its sole discretion, HAL may change its own name or the name of the
Vessel at any time. If such change shall occur with less than 90 days advance
notice, HAL shall purchase from Concessionaire all of Concessionaire's remaining
inventory which includes the old name (other than inventory first ordered after
HAL's notice of termination), at Concessionaire's cost.

54. Without the prior written consent of HAL, Concessionaire may not assign or
delegate any of its right or obligations under this Agreement, whether by
operation of law or otherwise.

Force Majeure

55. Except as otherwise provided herein, neither party shall be liable to the
other party for delay, destruction, loss or damage occasioned by an Act of God,
Act of War, public enemies, government restrictions, perils of the sea,
quarantine, fire, civil commotions, robbers, riots, thieves, barratry,
collision, explosions, torts of third parties, or any cause whatsoever beyond
the relevant party's control, whether of the kind hereinabove enumerated or not.

General Average and Salvage

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<PAGE> 21
Adjuster to be selected and appointed by HAL and said Adjuster shall attend to
the settlement and collection of the average, subject to the customary charges.

57. In the event of accident, danger, casualty, damage or disaster before or
after commencement of a voyage resulting from any cause whatsoever, whether due
to negligence or not, for which, or for the consequences of which, HAL and the
Owners are not responsible, by statute or contract or otherwise, Concessionaire
shall contribute with HAL in general average to the payment of any sacrifices,
losses or expenses of a general average nature that may be made or incurred and
shall pay salvage in respect to Concessionaire's property.

58. Concessionaire shall not be entitled to participate in earned salvage.

Both to Blame Collision Clause

59. If the Vessel comes into collision with another ship as a result of the
negligence of the other ship, and any act, neglect or default for which, or for
the consequences of which, HAL and the Owners are not responsible to
Concessionaire, by Statute or contract or otherwise, Concessionaire shall
indemnify and defend HAL and the Owners and hold them harmless from and against
all loss or liability to the other ship or her owners insofar as such loss or
liability represents loss of or damage to or any claim whatsoever of
Concessionaire, paid or payable by the other ship or her owners to
Concessionaire and set off, recouped or recovered by the other ship or her
owners as part of their claim against the Vessel or HAL or the Owners. The
foregoing provisions shall also apply where the owners, operators or those in
charge of any ship or ships or objects other than or in addition to, the
colliding ships or objects are at fault in respect of collision or contact.

Records and Inspections

60. HAL or its duly authorized representative shall be entitled to inspect
Concessionaire's records of sales onboard the Vessel and other relevant records
in order to verify the adherence by Concessionaire to the quality standards
required by Section 5 and to safeguard HAL's rights hereunder, at any reasonable
time or times upon written notice to Concessionaire. Concessionaire or its duly
authorized representative shall be entitled to inspect the Vessel's log books
and, at its own expense, to have an audit performed with respect to passenger
days on the Vessel, in order to verify amounts due under Section 7.

61. A. HAL or its duly authorized representative shall be entitled to
inspect Concessionaire's inventories and equipment on the Vessel at any
reasonable time or times upon notice to Concessionaire's on-board manager in
order to verify the adherence by Concessionaire to its obligations under this
Agreement.

B. In addition, HAL or its duly authorized representative shall be
entitled to inspect Concessionaire's operations on the Vessel at any reasonable
time or times without notice and

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<PAGE> 22
without advance identification of the inspector in order to verify the adherence
by Concessionaire to its obligations under this Agreement.

Indemnity

62. A. Concessionaire shall indemnify, defend and hold harmless HAL and the
owners from any claims, suits, fines, damages, losses and liens of whatsoever
nature imposed upon the Vessel or asserted against or incurred by HAL or the
Owners arising out of or in connection with the negligence or willful fault of
Concessionaire or Concessionaire's employees, including, without limitation,
legal fees incurred in relation to such claims, suits, fines and liens. If a
suit or proceeding should be begun against the Vessel, or if the Vessel is
otherwise levied against or taken into custody by virtue of legal proceedings in
any court because of such lien or claim, Concessionaire shall within 24 hours
thereafter cause such Vessel to be released on bond or otherwise. In HAL's or an
Owner's discretion, HAL or the Owner may act to secure release of such Vessel on
bond or otherwise and Concessionaire shall reimburse and indemnify HAL and the
Owner for the cost of obtaining the Vessel's release, including, without
limitation, bond premiums as well as HAL's and the Owner's legal fees in
arranging such release.

B. HAL shall indemnify, defend and hold harmless Concessionaire from
any claims, suits, fines, damages, losses and liens of whatsoever nature
asserted against or incurred by Concessionaire arising out of or in connection
with the negligence or willful fault of HAL or HAL's employees, and which are
not directly attributable to or caused by, Concessionaire itself. Such indemnity
shall include, without limitation, legal fees incurred in relation to such
claims, suits and fines. Nothing contained in this Section 62(B) shall relieve
Concessionaire of its liabilities and obligations under Sections 5(B), 14(A), 15
- - 19, 21, 22, 29, 42, 43 and 44.

Termination by Withdrawal, Requisition or Labor Dispute

63. Upon 90 days written notice to Concessionaire, HAL may in its sole
discretion withdraw the Vessel from the cruise trades covered by this Agreement
and upon such withdrawal, the term of this Agreement shall terminate provided,
however, as to withdrawals for a duration that will not extend beyond the term
of this Agreement, Concessionaire shall have the right to cause the term of this
Agreement to merely be suspended for the duration of the withdrawal, rather than
terminated.

64. Upon requisition for title or use of the Vessel by any government, including
but not limited to the United States of America, the term of this Agreement
shall terminate immediately as to such Vessel provided, however, as to
requisitions for a duration that will not extend beyond the term of this
Agreement, Concessionaire shall have the right to cause the term of this
Agreement to merely be suspended as to such Vessel for the duration of the
requisition, rather than terminated.

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<PAGE> 23
65. If the Vessel shall be prevented from sailing with or without passengers by
a strike, lockout or labor dispute arising from Concessionaire's operations,
upon the request of HAL, Concessionaire will close down its operations, remove
its personnel and property from the Vessel, and take all similar action
necessary to effect removal of the picket line. If the strike, lockout or labor
dispute persists for more than 3 days, then HAL may thereafter give
Concessionaire 4 days written notice of an intention to terminate the term of
this Agreement and if the strike, lockout, or labor dispute is not resolved
within that 4 days period, the term of this Agreement shall so terminate;
provided that if the strike, lockout or labor dispute is resolved within that 4
days period, the term of this Agreement shall not be terminated.

Default/Failure to Maintain COB System Rating

66. Each of the following events shall constitute an Event of Default under this
Agreement:

(a) A party shall fail to perform or comply with any one or more of its
covenants, duties or obligations hereunder or shall violate any one or more of
the prohibitions imposed upon it under this Agreement or one or more of the
warranties shall be breached, and the failure, violation or breach shall
continue, after written or telegraphic notice of the failure, violation or
breach is given by the other party for an additional fourteen (14) days or, in
exigent circumstances, a reasonable period of time, whichever is shorter.

(b) Any statement, representation or warranty made by a party in this
Agreement or in any document furnished by a party in connection herewith or
hereafter pursuant hereto, shall prove to have been knowingly or recklessly
untrue or incorrect in any material respect when made.

(i) apply for or consent to the appointment of a receiver,
trustee or liquidator of all or a substantial part of its assets;

(ii) be unable, or admit in writing its inability, to pay its
debts as they mature;

(iii) make a general assignment for the benefit of creditors;

(iv) be adjudicated bankrupt or insolvent;

(v) be dissolved;

(vi) file a petition in bankruptcy or for re-organization or
for an agreement pursuant to a bankruptcy act or any insolvency law providing
for the relief of debtors, now or hereafter in effect;

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<PAGE> 24
(vii) file an answer admitting the material allegations of, or
consent to, or default in answering, a petition filed against it in any
bankruptcy, reorganization or insolvency proceeding; or

(viii) take a corporate action for the purpose of effecting
any of the foregoing.

(d) Without the application, approval or consent of the other party, an
order, judgment or decree shall be entered against a party by any court of
competent jurisdiction, approving a petition seeking reorganization of the party
or appointing a receiver, trustee or liquidator of it or of all or a substantial
part of the party's assets.

67. If an Event of Default shall occur as to a party, then without prejudice to
any other rights and claims for damages suffered or to be suffered by reason of
such Event of Default which the other party may have in law, equity or admiralty
or under this Agreement, that other party may:

(a) terminate the term of this Agreement;

(b) exercise any other right or remedy which may be available to it
under applicable law; and/or

68. If under the COB System, Concessionaire is unable to maintain an average
Retail Services ratings that are equal to or better than [* ] on the Vessel
(with averages to be determined on a calendar month basis giving consideration
to all voyages ending during the month other than Excluded Voyages), HAL may
notify Concessionaire of the deficiency (a "Deficiency Notice"). Upon receipt of
a Deficiency Notice, Concessionaire shall promptly implement such changes as may
be necessary to improve the deficient ratings. If the Retail Services ratings
are not improved to an average equal to or greater than [* ] within 90 days
after the Deficiency Notice from HAL or, having been improved, are not
thereafter maintained at or above an average equal to or greater than [* ], HAL
may terminate the term of this Agreement by notice to Concessionaire. The
determination of whether Concessionaire has improved the ratings sufficiently to
preclude HAL from exercising this right of termination shall be made with
reference to the average Retail Shop Staff ratings for all voyages of the Vessel
(other than Excluded Voyages) ending during any calender month selected by HAL
so long as the month selected is not earlier than the month during which the
90-day period referred to above in this Section 68 ends. In the event HAL
exercises this right of termination, the term of this Agreement shall, on the
termination date specified in such notice, terminate.

- --------
*This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 25
69. No remedy or power referred to or given to a party in this Agreement or
otherwise existing is intended to be exclusive, but each shall be cumulative and
is in addition to, and may be exercised concurrently with, any other remedy
referred to herein or which may otherwise be available to that party in law,
equity or admiralty. Each and every power and remedy, whether herein so given or
otherwise existing, may be exercised from time to time and as often and in such
order as my be deemed expedient. No express or implied waiver of any ground for
exercising rights in connection with this Agreement shall be, or be construed to
be, a waiver of any further or subsequent ground. No delay or omission in the
exercise of any right or power or in the pursuit of any remedy shall impair any
such right or be construed to be a waiver of any further or subsequent ground or
of any default or as in acquiescence thereto.

70. Any termination of the term of this Agreement shall be without prejudice to
the rights and obligations of the parties accruing prior to such termination.
Any rights and obligations that would apply to a party were this Agreement to
have been terminated at the expiration of the term stated in Section 3 shall
apply in respect of any early termination.

HAL May Cure; Expenses

71. Except as otherwise provided in Section 62, if Concessionaire shall fail to
perform or observe any of the terms of this Agreement, HAL or Owners may, in its
discretion and upon seven (7) day's notice to Concessionaire, do all acts and
make all expenditures necessary to remedy such failure, and Concessionaire shall
promptly reimburse HAL and the Owner for any and all expenditures so incurred;
provided that HAL shall be under no obligation to do any act or make any such
expenditure nor shall the doing or making thereof relieve Concessionaire of any
such failure and default in that respect.

Arbitration and Choice-of-Law

72. Any and all differences and disputes of whatsoever nature arising out of
this Agreement shall be arbitrated in Seattle, Washington before a single
arbitrator selected by the parties or, if the parties are unable to agree on an
arbitrator, by a court of competent jurisdiction. Without limiting the right of
either party to obtain injunctive relief when necessary or appropriate to
protect its rights under this Agreement, arbitration shall be the exclusive
method of resolving differences and disputes between the parties. The decision
of the arbitrator shall be final and binding and any relief deemed just and
equitable may be granted, including but not limited to attorneys fees and
specific performance. Judgement may be entered upon any award in any court of
competent jurisdiction.

73. This Agreement shall be governed by the Federal statutory and general
maritime law of the United States, as well as, where appropriate, the laws of
the State of Washington; excluding, however, all Federal and Washington statutes
applying to common carriage of passengers and cargo, such as but not limited to
the Harter Act and Carriage of Goods by Sea Act. In all instances the Federal
law shall take precedence over Washington law. The parties expressly

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<PAGE> 26
choose the above described laws to the exclusion of all choice of law rules
which might otherwise be applicable in any particular forum, except to the
extent that circumstances would reasonably require application of the laws of
some other jurisdiction to resolve specific issues pertaining solely to health
and safety or to the mandatory requirements imposed by the laws of the Vessel's
registry.

Amendments and Miscellaneous

74. This written Agreement constitutes the entire agreement between the parties;
all prior negotiations, agreements and communications are merged herein and
superseded hereby; and there are not representations, warranties or obligations
by either party to the other concerning the subjects of this Agreement except
those herein set forth. The terms of this Agreement shall not be waived,
altered, modified, amended, or supplemented, in any manner whatsoever, except by
a written document duly executed by both parties hereto.

75. In the event HAL shall at any time act as an agent of Concessionaire, HAL
shall have no liability in respect of such acts or omissions nor shall there
arise from such acts by HAL any express or implied warranties of any nature
whatsoever.

76. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns who are authorized herein to
succeed to the rights and duties of the parties by assignment or otherwise.

77. Nothing in this Agreement shall operate to deprive HAL, in whole or in part,
of any right to limit liability on the theory of personal contract or otherwise.

78. Section headings are for convenience of reference only and shall not be
construed as party of this Agreement.

79. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

80. All notices required under the terms and provisions hereof (excluding
Section 61) shall be in writing, or by fax or telegraphic means, and any such
notices and other correspondence or communications shall be addressed.

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<PAGE> 27
If to HAL:

Holland America Line - Westours Inc.
300 Elliott Avenue West
Seattle, WA 98119

Attn: Marine Hotel Department
Director, Hotel Operations
Fax: (206) 301-5214

If to Concessionaire:

International Cruise Shops Division
Greyhound Leisure Services, Inc.
8052 N.W. 14th Street
Miami, FL 33126
Fax: (305) 477-4522

or to such other (or additional) address as either party may from time to time
designate by notice to the other.

81. HAL and Concessionaire each warrant to the other that no brokers, agents or
any third parties were involved in or played any part in the negotiations of
this Agreement and no commissions, finders fees or compensation of any type is
payable to any third party in connection with this Agreement.

82. The parties hereto agree that, during the term of this Agreement, they shall
use reasonable efforts to maintain the confidentiality of all information,
records, reports and other data as to the activities of the parties under this
Agreement, provided, however, that:

(a) nothing contained herein shall preclude disclosures, on a
confidential basis, to affiliated entities; and

(b) each party acknowledges that confidentiality may be difficult to
maintain given the large number of people with access to such information,
records, reports and other data and that neither party shall have any liability
to the other so long as reasonable efforts were utilized to maintain
confidentiality.

83. Concessionaire represents, warrants, covenants and agrees that it has not
offered or made, nor will it offer or make, any payment (in cash, in kind or
otherwise) to any employee, officer or director of HAL or any of its Affiliates
(including officers or crewmembers of any Vessel) that could be construed as
being a bribe or inducement to act or refrain from acting. If any such

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<PAGE> 28
person shall solicit such a payment from Concessionaire, Concessionaire shall
promptly notify the President of HAL, by telefax, fax No. (206) 284-8332.

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<PAGE> 29
IN WITNESS WHEREOF, HAL and Concessionaire have executed this Agreement
the day and year first above written.

HOLLAND AMERICA LINE - WESTOURS INC.

As Agent for the Owners and Charterers
of the Vessel m/v WIND SURF

By /s/
---------------------------------------------
President

GREYHOUND LEISURE SERVICES, INC.

By: /s/
---------------------------------------------
Its: Sr. VP - Corp. Dev.
---------------------------------------------

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<PAGE> 30
AMENDMENT TO
WIND SURF CONCESSION AGREEMENT

AMENDMENT, dated and effective as of the 1st day of July, 1999, by and
between Holland America Line-Westours Inc., a Washington corporation d/b/a
Windstar Cruises ("HAL"), and Starboard Holdings Ltd., a Barbados corporation
("Starboard").

R E C I T A L S:

1. HAL and The International Cruise Shops Division of Greyhound Leisure
Services, Inc. ("Greyhound"), entered into that certain Concession Agreement,
dated as of February 25, 1998, with respect to the vessel m/v Wind Surf (the
"Concession Agreement"), the terms of which are incorporated herein by this
reference. All terms defined in the Concession Agreement shall have the same
meaning herein as therein specified.

2. Greyhound assigned its rights and obligations under the Concession
Agreement to Starboard, which assignment was consented to by HAL pursuant to
that certain Consent to Assignment signed by HAL on February 19, 1999 and by
Starboard on February 22, 1999. As a result, Starboard is now the Concessionaire
under the Concession Agreement.

3. HAL and Starboard desire to amend the Concession Agreement.

4. The parties intend that this Amendment shall be effective as to all
sailings ending after the date first above written.

A G R E E M E N T S :

1. Section 5(I). Section 5(I) of the Concession Agreement is amended to
read in its entirety as follows:

I. Crew Sales: Concessionaire will, from time to time and as
requested by HAL, prepare a list of merchandise then being offered in
the Vessel's stores that will be available for purchase at a discount
to Vessel officers and crew. Discount amounts and policies for officers
and crew will be determined by HAL.

2. Sections 6(C). Section 6(C) of the Concession Agreement is amended
to read in its entirety as follows.

C. As used in this Agreement, the term "Sales Revenue" refers
to the gross revenues earned from sales by Concessionaire under this
Agreement determined without regard to any crew discounts requested by
HAL pursuant to Section 5(I). The "Crew

<PAGE> 31
Amount" shall equal: (i) [* ] of crew Sales Revenue from the Vessels [*
] for Caribbean Voyages; minus (ii) the aggregate reduction in revenues
as a result off crew discounts requested by HAL pursuant to Section
5(I). Rental fees calculated on a percentage basis (hereinafter
referred to as the "Revenue Amount") in respect of any calculation
period (voyage, Quarterly Period or Annual Period, as the case may be)
shall equal the sum of: (i) [* ] of Retail Services passenger revenues
for Caribbean Voyages; plus (ii) [* ] of Retail Services passenger
revenues for Non-Duty Free Voyages; plus (iii) [* ] Retail Services
passenger revenues for Other Voyages.

3. Section 7. Section 7 of the Concession Agreement is amended to read
in its entirely as follows:

A. Concessionaire will pay HAL in U.S. Dollars a rental fee
for each Annual Period equal to the Crew Amount plus the greater of:
(i) the product of the Specified Amount times the Annual PCDs for the
Annual Period (to be computed separately for Non-Duty Free Voyages,
Caribbean Voyages and Other Voyages and the amounts so computed added
together); or (ii) the Revenue Amount for the Annual Period. If the
termination date of the term of this Agreement is other than the last
day of an Annual Period, the Annual Period shall be deemed to end as of
the termination date and all calculations shall be made on the basis of
the shortened Annual Period.

B. The Purser on the Vessel shall furnish the Concessionaire's
on-board manager, in writing, a breakdown of Concessionaire's revenues
by category on a daily basis, and at the end of each voyage, with the
total passenger cruise days (excluding day of disembarkation) for the
voyage. At the end of each voyage of the Vessel, the Concessionaire's
on-board manager shall furnish the Purser, in writing, with:

(i) the total revenues from all sales for the voyage,
separately stating the total for Late Sales; and

(ii) a breakdown of revenues by category (i.e., the
Crew Amount and the revenues that are and are not included in
Retail Services revenues).

Based on the information furnished to him and on the Vessel's records,
the Purser shall then calculate the Crew Amount and the Revenue Amount
for that voyage.

C. HAL under its "no cash" policy shall collect and hold all
revenues generated by Concessionaire on board the Vessel other than
revenues generated by Concessionaire from Late Sales. At the end of
each voyage, HAL shall retain an amount equal to:

(i) the Crew Amount plus the Revenue Amount for that
voyage (determined, for these purposes, by including revenues
form Late Sales); plus

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<PAGE> 32
(ii) messing charges and other unpaid amounts due to
HAL for that voyage.

The balance of monies collected by HAL as to that voyage shall be paid
to Concessionaire by check on the date on which that voyage ends, or at
such other time and in such other manner as may be agreed between the
parties.

4. Section 31. Section 31 of the Agreement is amended by adding the
following to the end thereof:

Concessionaire acknowledges that lists of HAL's customers and lists of
Vessel passengers, whether past, present, future or prospective, or any
information of whatever nature relating to the names, addresses,
telephone numbers or other information regarding Vessel passengers
derived by Concessionaire in connection with its performance under this
Agreement (collectively, "Customer Lists") are and shall remain at all
times the exclusive property of HAL. The Customer lists represent a
special, valuable and unique asset of HAL that has been developed at
considerable expense to HAL. Accordingly, Concessionaire agrees that it
shall not disclose or furnish to any third party any Customer Lists
during or after the term of this Agreement, other than with HAL's
express written consent, which may be withheld in HAL's sole
discretion. Concessionaire further agrees to use the Customer List
information solely for the purpose of fulfilling orders and completing
transactions arising under this Agreement and will not use the Customer
List information for any other business operated by it or its
affiliates. Upon termination of this Agreement, or at such other times
upon HAL's request, Concessionaire will return to HAL all Customer
lists or any information related thereto. Concessionaire recognizes
that any violation of this Section shall cause HAL substantial and
irreparable harm and shall entitle HAL to seek immediate injunctive
relief, in addition to such other remedies afforded by law or equity.
The obligations under this Section shall survive the expiration or
termination of this Agreement.

5. No Other Amendments. Except as above provided, the Concession
Agreement shall remain in full force and effect in accordance with its original
terms.

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<PAGE> 33
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.

STARBOARD HOLDINGS LTD. HOLLAND AMERICA LINE-WESTOURS INC.

By: /s/ J.P. Miquel By: /s/
------------------------------ ------------------------------
Its President Its VP
---------------------------- ----------------------------

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<PAGE> 1
Exhibit 10.29

CONCESSION AGREEMENT - WINDSTAR
-------------------------------

This Concession Agreement made and concluded as of the 18th day of January,
1996, by and between Holland America Line-Westours Inc., a Washington
corporation d/b/a Windstar Cruises, hereinafter sometimes referred to an "Agent"
or "HA" which is the duly authorized agent of the owners and/or charterers of
the vessels mv Wind Song, mv Wind Star and mv Wind Spirit, hereafter referred to
individually as "Vessel" or collectively as the "Vessels," and Allders
International (USA) Inc., a California corporation (hereinafter referred to as
"Concessionaire").

W I T N E S S T H
- - - - - - - - -

HA agrees to grant and Concessionaire agrees to accept the below
described concession on the following terms and conditions:

DESCRIPTION AND TERM OF CONCESSION

1. This Agreement covers the exclusive concession aboard the Vessels
for:

A. Purchasing, supplying and selling merchandise and sundry in the
Vessels' retail shops;

B. Purchasing and supplying cosmetics, beauty and barbering supplies,
as well as operating the Vessels' hairdressing salons; and

C. Purchasing and supplying liniments, body oils and other similar
consumable items, as well as operating the Vessels' massage facilities.

As used in this Agreement, the term "Owners" includes the entities identified
above together with all other entities that are or become affiliated with and
principals of HA and who have or acquire an interest in a Vessel either as an
owner or charterer.

2. The effective date of this Agreement as to each Vessel shall be
January 18, 1996. Unless terminated earlier in accordance with the provisions
herein, the term of this Agreement shall continue as to each Vessel until
November 30, 2001, plus or minus up to 15 days at HA's option which option may
be applied on a Vessel-by-Vessel basis such that the termination date may be
different as between the Vessels. The termination of the term of this Agreement,
in whole or as to any Vessel, shall not diminish the rights or obligations of
the parties in respect of the period prior to termination including, without
limitation, as to any liabilities or obligations arising as a consequence of
events that occurred prior to termination. Except as otherwise provided in this
Agreement (including, without limitation, Articles 65 and 66 and 66A), HA shall
give Concessionaire at least 90 days' written notice of the exact termination
date of the term of this Agreement or any extension.

<PAGE> 2

3. Either party shall have the right to terminate the term of this
Agreement prior to the expiration of the term above stated by giving at least
six (6) months advance notice to the other party, provided, however, such notice
may not be given prior to October 1, 1997 and if given, must include all
Vessels.

BASIC STORAGE AND PHYSICAL FACILITIES TO BE FURNISHED BY HA

4. A. HA shall, during the term of this Agreement, permit
Concessionaire to use the existing shops on the Vessels for the purposes
contemplated by this Agreement.

B. HA shall, during the term of this Agreement, permit
Concessionaire to use the existing hairdressing salons and massage facilities on
the Vessels, including furniture, barber chairs, hair driers, and other
equipment for the purposes contemplated by this Agreement.

C. HA shall, during the term of this Agreement, furnish
Concessionaire with adequate refrigeration and storage facilities, as well as
all reasonable water, electric, air conditioning and other utility services
necessarily incident to Concessionaire's operations on the Vessels. HA shall not
be liable to Concessionaire for any lose or damage caused by or resulting from
any variation, interruption or any failure of said utility services except that
HA shall promptly take such corrective measures as are feasible to restore or
repair such utility services.

D. Concessionaire has inspected and fully familiarized itself
with all of the existing facilities as well as utility services aboard the
Vessels, and Concessionaire acknowledges that they are adequate, sufficient and
fit for their intended use by Concessionaire.

DETAILS AND QUALITIES OF OPERATIONS TO BE PERFORMED BY CONCESSIONAIRE

5. Concessionaire covenants, warrants, and represents that:

A. Concessionaire is an experienced concessionaire, fully qualified to
operate, supervise and/or perform the purchase and sale of sundries and
merchandise in the Vessels' shops; the hairdressing and massage facilities on
the Vessels, as well as the purchase and sale of cosmetics and beauty aids; and
that it has employed or has available and will furnish capable and trained staff
to operate the shops and facilities.

B. Concessionaire will engage the services of a professional window
dresser to display the merchandise for sale in a Vessel's shop. Concessionaire
will maintain the highest standards when changing showcase and window displays.

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<PAGE> 3

C. Concessionaire will purchase, supply and sell in the Vessels' shops
adequate quantities of high quality internationally recognized brands of retail
merchandise of the types agreed to by Concessionaire and HA.

D. Concessionaire will purchase and supply adequate quantities of high
quality, internationally recognized brands of cosmetics, beauty and barbering
supplies, including scissors, combs, haircutters, and brushes, for use in
Concessionaire's operation of the Vessels' hairdressing salons.

E. Concessionaire will purchase and supply adequate quantities of high
quality liniments, bath oils and similar consumable items for use in
Concessionaire's operation of the Vessels' massage facilities.

F. Concessionaire will operate the Vessels' shops, hairdressing salons
and massage facilities during reasonable and customary hours as directed by HA
including operation of each hairdressing salon for services to a Vessel's
officers, staff and crew at convenient hours.

G. HA may prohibit Concessionaire from marketing any specific goods or
services aboard a Vessel if in HA's opinion such marketing is undesirable or
likely to be prejudicial to the business of HA either directly or indirectly or
HA otherwise reasonably objects to the type or quality of the good or services.
During any voyage a Vessel's Master may exercise this right on behalf of HA, but
on termination of any such voyage, the matter may be referred to HA by
Concessionaire.

H. Concessionaire will engage in its service three employees aboard
each Vessel (or such other number as the parties may from time to time agree
upon in writing), all of whom shall be sufficiently trained in their duties and
conversant in English, who will perform Concessionaire's obligations hereunder
in a courteous and efficient manner so as to meet high standards of retail
merchandising, hair dressing and massage facilities at first class resorts.

I. Concessionaire will continue utilizing and improving, to the
reasonable satisfaction of HA, a system for evaluating the performance of
Concessionaire's employees so as to assure continuous maintenance of the quality
standards required of them.

J. Concessionaire will at all times establish and maintain on a Vessel
high standards of sanitary conditions and cleanliness in the storerooms,
hairdressing salon, massage facilities, shop and other spaces where it performs
its obligations; and its employees will at all times maintain high standards of
personal cleanliness. Such sanitary and cleanliness standards shall include but
not necessarily be limited to the requirements imposed by the United States
Public Health Service.

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<PAGE> 4

K. Concessionaire will submit all price schedules in connection with
operations of its hairdressing and massage facilities on a Vessel to HA for
approval, which approval shall not be unreasonably withheld.

L. Prices charged on goods for resale to passengers in the Vessels'
shops are to be fixed by Concessionaire subject to the rights of HA to question
any such prices if HA regards them as unreasonable. On or before October 1,
1997, HA and Concessionaire shall work together to complete development of their
systems for a bar code scanning system on board the Vessels. The Concessionaire
shall ensure that bar codes (UPC) are included on all merchandise sold on board
the Vessels, that Concessionaire's employees have the equipment and training to
enable them to process sales by scanning the bar codes, and that
Concessionaire's employees do, in fact, process sales by such method.

M. For any sales exceeding $500.00, prior authorization has to be
obtained by the Concessionaire from the Vessel's Purser; in no event shall
Concessionaire deliver merchandise to the purchaser unless and until such
authorization has been obtained (including as to sales on the last day of the
voyage). Concessionaire will actively support HA's "no cash" policy such that
all purchases are charged to the passengers' shipboard accounts. If a passenger
refuses to allow a purchase to be charged to his/her shipboard account,
Concessionaire may accept direct payment but only by credit card and only if the
purchase exceeds $50.00; the credit card processing will still be handled
directly by HA under such procedures as HA and Concessionaire shall hereafter
agree to (such purchases are referred to in this Agreement as "NSA Sales"). The
foregoing provisions of this Article 5(M) do not apply to Post-Voyage Sales (as
that term is defined in Article 6 below). Concessionaire shall not take any
action or omit to take any action for the purpose of inducing or encouraging a
person to purchase merchandise following conclusion of a voyage rather than
during the voyage.

N. Concessionaire will sell barbering services to officers, staff, and
crew of a Vessel at a [* ] discount off the prices charged to passengers, during
hours set aside for services to officers, staff and crew as provided in Article
5(F) above. Concessionaire will, from time to time and in cooperation with HA,
prepare a list of merchandise then being offered in the Vessels' stores that
will be available for purchase at a discount to Vessel officers and crew. From
time to time, HA and Concessionaire shall mutually determine appropriate
discount levels and policies.

O. Concessionaire will continue and maintain the standards of
presentation, service and product selection currently established.

P. Concessionaire will comply, and cause its staff to comply, with the
terms of any agreement and/or policy now existing, or hereafter entered into or
adopted by HA, with respect to the carrying on board the Vessels and/or use on
board the Vessels of alcoholic beverages, any narcotics or other controlled
substances that HA may deem necessary or desirable in view of health and safety
considerations and/or the laws, regulations and policies

_____________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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<PAGE> 5

of any governmental jurisdiction including, without limitation, the zero
tolerance policy of the government of the United States of America.

Q. Concessionaire acknowledges that HA is, and will be, implementing
programs designed to minimize the waste products generated by the Vessels and
further to control the types of waste products in order to reduce disposal costs
and address environmental concerns. Concessionaire shall comply with such
reasonable rules as HA may, from time to time, establish with respect to such
matters. In no event shall Concessionaire place any waste materials or other
substances into the Vessel's waste disposal or garbage systems that are
considered "hazardous substances," "hazardous wastes," "toxic substances" or
"toxic wastes" under applicable law or the generation or disposal of which in
the normal course of garbage handling by the Vessel could result in the
violation of any law, rule or regulation promulgated by any governmental
authority having jurisdiction over the Vessel.

R. Concessionaire will work with HA to develop and utilize an "e-mail"
system that will improve communications between Concessionaire, HA and the
Vessels.

S. In its performance under this Agreement, neither Concessionaire nor
any of its employees or representatives shall engage in any conduct that would
be construed under the laws of the United States of America as constituting
discrimination or harassment on the basis of race, sex, religion, age, national
origin, creed, marital status or sexual orientation.

PAYMENTS

6. A. Concessionaire will pay HA in U.S. Dollars a rental fee of [* ]
of passenger revenue from all Vessels in each year. For purposes of this Article
6, sales revenue from a Vessel includes sales made to passengers by
Concessionaire following conclusion of the voyage and after the passengers have
disembarked the Vessel but which are attributable to events that occurred during
the voyage ("Post-Voyage Sales").

B. Concessionaire acknowledges that HA has established a passenger
rating system for its Vessels whereby most aspects of the Vessels, operations
and passenger services are rated by passengers on a 1-9 scale with 9 being the
highest rating (the "COB System"). The parties further agree that as to both the
Signature Shop's Staff rating and the Beauty Shop's Staff rating, Concessionaire
is expected to maintain a rating of [* ] or better. If there shall occur two or
more consecutive sailings (determined without regard to Excluded Sailings, as
that term is defined below) as to which Concessionaire is unable to maintain an
average Signature Shop's Staff rating and Beauty Shop's Staff rating that are
equal to or greater than [* ] then as to each such consecutive deficient sailing
(other than the first one and not including Excluded Sailings), Concessionaire
shall pay HA the sum of [* ] per day of the

___________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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<PAGE> 6

sailing, excluding day of disembarkation, but in no event more than [* ] as to
any sailing. For purposes of this Agreement, Excluded Sailings are all sailings
as to which the Signature Shop's Staff rating, the Beauty Shop's Staff rating
and the Vessel's overall experience rating are all less than [* ]. HA will
provide Concessionaire with each sailing's Signature Shop's Staff, Beauty Shop's
Staff and overall experience ratings by e-mail promptly following the conclusion
of the sailing. On a monthly basis as to sailings ending during that month,
Concessionaire shall deliver to HA amounts due, if any, pursuant to this Article
6(B). An example of the foregoing is as follows:

Overall
Beauty Shop's Signature Shop's Experience
Cruise Staff Rating Staff Rating Rating
------ ------------ ------------ ------

1 [*
2
3
4
5
6 ]

CRUISE 1: Signature Shop's Staff rating and Beauty Shop Staff Rating at or above
[* ] - no payment.

CRUISE 2: Signature Shop's Staff rating or Beauty Shop's Staff Rating below [*
], not an Excluded Sailing because overall experience rating is at or above [* ]
- - no payment because of Cruise 1 rating.

CRUISE 3: Excluded Sailing because Signature Shop's Staff Rating, Beauty Shop's
Staff Rating and overall experience rating below [* ] - no payment.

CRUISE 4: Signature Shop's Staff rating or Beauty Shop's Staff Rating below [*
], not an Excluded Sailing because overall experience rating is at or above [* ]
- - payment is due since there have been two or more consecutive sailings where
the Signature Shop's Staff rating or Beauty Shop's Staff Rating was below [* ]
(for these purposes, Cruise 3 is ignored).

CRUISE 5: Signature shop's Staff rating and Beauty Shop's Staff Rating at or
above [* ], not an Excluded Sailing even though overall experience rating is
below [* ] because Signature Shop's Staff rating or Beauty Shop's Staff Rating
is at or above [* ] - no payment.

___________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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<PAGE> 7

CRUISE 6: Signature Shop's Staff rating or Beauty Shop's Staff Rating below [*
], not an Excluded Sailing because overall experience rating in at or above [* ]
- - no payment because of Cruise 5 rating.

Notwithstanding the above provisions, Concessionaire shall have the right to
request HA review as to any sailing in which Concessionaire was unable to
maintain an average Signature Shop's Staff rating or Beauty Shop's Staff rating
that is equal to or greater than [* ] on the basis of mitigating circumstances.
If HA agrees there were mitigating circumstances, then such sailing will be
considered an Excluded Sailing for all purposes of this Section; otherwise, the
above provisions of this Section shall apply. The decision of HA as to whether
there were mitigating circumstances shall be final and binding upon the parties.

7. [INTENTIONALLY OMITTED]

8. Concessionaire will also pay HA a per them messing charge of [* ]
per employee per day for their personnel on a Vessel until November 30, 1996. HA
may, at its option, annually increase the messing charges as of December 1 of
each year (beginning with December 1, 1996), but no such annual increase shall
exceed the applicable annual rate of increase used by HA for internal budgetary
purposes. None of the Concessionaire's employees shall order from the passenger
menus.

9. HA will pay Concessionaire for retail merchandise (other than
sundries) which HA purchases from the Vessels' shops for use as prizes or gifts
to passengers or other personnel aboard the Vessels, at prices reflecting a
mutually agreed upon discount off the prices at which Concessionaire regularly
sells the same items of retail merchandise to passengers. Such discount shall
only be available as to products then included on the officer/crew discount list
prepared pursuant to Article 5(N) above.

10. A. As HA under its "no cash" policy collects and holds all revenues
generated by Concessionaire on board and since all NSA Sales (as that term is
defined in Article 5(M) above) will be processed through HA's credit card
processing system, HA shall remit to Concessionaire, at the end of each voyage,
a sum equal to the excess of [* ] of the gross revenues for that voyage
(excluding Post-Voyage Sales) over the sum of (i) messing charges, plus (ii)
other unpaid amounts due to HA for that voyage. Credit card service charges for
on-board sales (including NSA Sales) shall be for the account of HA. Credit card
service charges for Post-Voyage Sales shall be for the account of
Concessionaire.

B. At the end of each voyage of a Vessel the Concessionaire's
supervisor shall furnish the Purser, in writing, the Concessionaire's gross
revenues from the voyage (NSA Sales to be included in gross revenues but
separately stated).

___________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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<PAGE> 8

C. On a monthly basis, Concessionaire shall deliver to HA an amount
equal to [* ] of the revenues received by Concessionaire from Post-Voyage Sales
during that month together with a schedule specifying the names of the
passengers, the items purchased and the amounts paid.

TRADEMARK

11. HA hereby grants Concessionaire the right to imprint the WINDSTAR
logo and, in HA's discretion, other WINDSTAR trademarks (the WINDSTAR logo and
other trademarks are herein referred to as the "Trademarks") on souvenirs and
other sundry and merchandise sold by Concessionaire on board the Vessels.

12. A. All right, title and interest in and to the Trademarks and the
goodwill associated therewith is owned by HA and/or one of its affiliates.
Concessionaire recognizes such ownership in HA and its affiliates and agrees
never to contest their title thereto or the validity of the trademark
applications or registrations therefore filed or obtained by HA or its
affiliates.

B. Concessionaire agrees that HA and/or its affiliates are and will be
the owner of all goodwill that may in the future attach to the Trademarks as a
result of Concessionaire's use of the Trademarks.

C. Concessionaire acknowledges that by entering into this Agreement,
Concessionaire acquires no rights to any trademarks pertaining to any of HA's
products or services which rights remain solely in HA and/or its affiliates,
except for such rights specifically granted in this Agreement.

D. Concessionaire shall not, without HA's prior written consent, file
any applications or obtain any registrations of the Trademarks anywhere in the
world. If requested by HA, Concessionaire agrees, at the expense of HA, to
assist and join in any application HA and/or its affiliates may make to register
the Trademarks including the execution of any documents as may be necessary to
implement such application.

E. HA shall have the right to determine the existence of infringement
of the Trademarks, and in the event of infringement by a third party, HA and its
affiliates shall have the exclusive right, at their discretion, to file and
maintain a suit for infringement.

F. Concessionaire agrees to make only proper usage of the Trademarks
and specifically to include the appropriate indication TM or "R" within a
circle, adjacent to the Trademarks at all reasonable times.

G. Concessionaire agrees upon termination of the term of this Agreement
to cease all use of the Trademarks or any confusingly similar trademark or trade
name. After

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<PAGE> 9

termination of the term of this Agreement, Concessionaire shall not adopt for
use any trademark or trade name confusingly similar to the Trademarks.

13. Concessionaire shall provide HA with artwork, or photostats of
artwork, indicating colors and process of manufacture, of all newly-designed and
not previously approved uses of the Trademarks for HA's approval prior to their
use. HA shall have the right, at its discretion, to forbid the use thereof.
Samples of literature, advertising, catalogs and packaging relating to the
souvenirs will be provided on a timely basis by Concessionaire to HA following
printing or production. When using the Trademarks, Concessionaire agrees to
undertake to comply with the requirements of all laws pertaining to trademarks,
including marking requirements. Before using any Trademarks, Concessionaire
shall inform HA of the nature and quality of the souvenirs and shall thereafter
promptly furnish samples thereof to HA.

CONCESSIONAIRE'S EMPLOYEES

14. A. Concessionaire's status under this Agreement is solely that of
an independent contractor, and Concessionaire at all times has the obligation
and right to control all of the employees engaged by Concessionaire to perform
its obligations hereunder, and such persons are solely the responsibility of
Concessionaire. Concessionaire is solely responsible for the payment of all
wages, vacation pay, benefits and repatriation expenses to each of its
employees. Concessionaire shall furnish HA with copies of the contract forms
used for engaging the services of Concessionaire employees.

B. Concessionaire may, at its own expense and without interfering with
a Vessel's operations, replace its employees or transfer them between the
Vessels, at reasonable intervals.

15. Concessionaire is solely responsible for satisfying all maintenance
and cure obligations, and for the payment of any medical and subsistence
expenses or damages, to Concessionaire's employees arising from accident, injury
or illness. Except as provided in Article 28, Concessionaire shall indemnify HA
and the Owners and hold them harmless for and from any such obligations,
expenses or damages they may incur together with all expenses incident thereto
including, without limitation, legal fees.

16. Concessionaire's employees do not have maritime liens on a Vessel
for any payments due to them in connection with their services for
Concessionaire. Concessionaire shall indemnify HA and the Owners and hold them
harmless for and from any such lien discharged by them together with all
expenses incident thereto including, without limitation, legal fees.

17. Concessionaire's employees are not entitled to assert claims
against HA or the Owners under Jones Act, 46 U.S.C. ss.688 or any successor
statute. Concessionaire shall indemnify HA and the Owners and hold them harmless
for and from and such Jones Act

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<PAGE> 10

damages incurred by them together with all expenses incident thereto including,
without limitation, legal fees.

18. In each of its contracts with its employees, Concessionaire will
insert the following notice:

"Your employer is a concessionaire of Holland America Line-Westours
Inc. d/b/a Windstar Cruises ("HALW"), agent of (insert shipowner name),
the owner or charterer of the Vessel. You are subject to the control of
your employer. You are also subject to the authority of the Master for
purposes of health, safety, and discipline. In your dealings with
passengers you will refer to yourself an employee in the Vessel's
Shops. However, your employer is solely responsible for you, and
neither the Vessel nor HALW nor the Vessel's owner or charterer are
obligated to you for any payments. In view of the laws, regulations and
policies of governmental jurisdictions and/or the safety of the Vessel,
its passengers and crewmembers, HALW and/or its affiliates may deem it
necessary or desirable to enter into agreements or adopt policies with
respect to the carrying on board the Vessel and/or use on board the
Vessel of narcotics, other controlled substances and/or alcoholic
beverages including, without limitation, random drug and/or alcohol
testing policies. You are required to comply with the terms of any such
agreement and/or policy now existing, or hereafter entered into or
adopted by HALW or its affiliates. without limiting the generality of
the foregoing, your entering into of this contract constitutes your
consent to submit to drug and/or alcohol testing if and when required
by HALW or its representatives.

19. A. Concessionaire irrevocably appoints the Master of a Vessel as
its agent with the power of overall supervision of Concessionaire's employees on
board the Vessel for purposes of health, safety, and discipline. The Master may
delegate this supervisory power to the Vessel's Hotel Manager and/or Purser.

B. Only for purposes of health, safety and discipline and to facilitate
compliance with the immigration laws applicable in a Vessel's base port and
other ports of call, Concessionaire's employees will sign on ship's articles;
but such adherence to ship's articles will not in any way detract from or modify
the Concessionaire's status as an independent contractor, and its relationship
or its right and obligation to control its employees, as described in Articles
14-18. HA agrees to make all arrangements for the Concessionaire's employees to
sign on and off ship's articles; provided that all disbursements in connection
therewith shall be for the Concessionaire's account.

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<PAGE> 11

Shops; but such reference for purposes of passenger relations will not in any
way detract from or modify Concessionaire's status as an independent contractor,
and its relationship or its right and obligation to control its employees as
described in Articles 14-18.

21. Concessionaire will employ on board the Vessel only persons who are
of good moral character and who are in good health, who hold valid passports,
visas, and all other permits required by any governmental authority having
jurisdiction, in order that they may enter and leave the base port and other
ports where the Vessel may call. HA agrees to arrange for all on board
immigration formalities and to accept responsibility for safekeeping of all
passports or other immigration documents turned over to it by Concessionaire's
employees.

22. Concessionaire will at its own expense arrange for each of its
employees to receive a complete medical examination immediately prior to serving
aboard a Vessel and periodically thereafter. The examination must be performed
by the Vessel's physician or another physician acceptable to HA, must include
such tests and procedures as may be required by HA (including, without
limitation, a chest x-ray), and must show the employee to be in good health, fit
for performance of shipboard duties and otherwise to have satisfied such health
criteria as may be established by HA. If performed other than by the Vessel
doctor, the report of such examination shall be forwarded to the Vessel's
doctor. if the physical examination is conducted by the Vessel's doctor on board
the Vessel, Concessionaire shall pay the Vessel's Purser the cost thereof prior
to conclusion of the voyage during which the examination occurs.

23. Concessionaire's employees will at all times keep themselves neatly
groomed, well spoken, and suitably attired in uniforms to be provided at
Concessionaire's expense.

24. Concessionaire will designate for a Vessel a supervisor of suitable
experience and caliber to supervise the work of Concessionaire's other
employees, subject to the overall supervision of the Master as provided in
Article 19. The supervisor will be entitled to the same privileges as a hotel
officer of a Vessel.

25. From time to time, when deemed necessary by Concessionaire or
reasonably requested by HA, Concessionaire will furnish a reasonable number of
executive or surveillance employees to travel on a Vessel for purposes of
inspecting Concessionaire's operations. Suitable accommodations for such
executive or surveillance employees of Concessionaire will be provided by HA if
available, without charge to Concessionaire; except that Concessionaire will pay
the charge described in Article 8 for such persons at the same rate
Concessionaire is then being charged for its shop personnel and will also pay
port charges and taxes for such persons based on amounts stated in HA's
brochures. If an employee is on the Vessel for less than the entire voyage, the
port charges and taxes amount will be prorated based on the number of ports
during which the employee was on the Vessel relative to the total number of
ports scheduled for the voyage (including, for these purposes, the port of
embarkation and disembarkation).

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<PAGE> 12

26. In his/her discretion, the Master may require any employee of
Concessionaire to remove himself/herself and his/her belongings from a Vessel at
any time when the Vessel is in port, and all repatriation expenses, if any, will
be for Concessionaire's account; provided that if the Master acted unreasonably,
HA will reimburse Concessionaire for any such repatriation expenses.

27. HA will furnish without charge applicable accommodations of officer
or crew grade, including clean bed linen and towels at normal intervals, for the
number of Concessionaire's personnel as described in Article 5(H), as well as
Articles 24 and 25.

28. At Concessionaire's request, and except as otherwise provided in
Article 22, HA will furnish for Concessionaire's employees during the period
they are onboard the Vessel, without charge, regular and reasonable on board
medical care by a Vessel's doctor, as well as medicines, for accident, illness
and injury suffered by Concessionaire's personnel while onboard the Vessel.

29. Concessionaire's personnel are not permitted:

A. To carry or consume aboard a Vessel any narcotics, or other drugs
which are prohibited in the ' Vessel's ports, except pursuant to a program of
medical care under the direct supervision of the Vessel's doctor;

B. To consume alcoholic beverages aboard a Vessel to the point of
intoxication or to the point where, during the subsequent performance of their
duties, such consumption could become apparent to the passengers;

C. To board a vessel in an intoxicated state without the consent of the
Master; or

D. To engage in gambling aboard a Vessel in the Vessel's casino or
amongst themselves;

E. To sell any merchandise to passengers (except in the course of their
duties), or to purchase merchandise from a Vessel's shop for resale.

CONCESSIONAIRE'S OTHER GENERAL OBLIGATIONS

30. Subject to the approval of the Master, Concessionaire will safely
stow for sea and will maintain such safe stowage for sea of all retail stock and
its other property, as well as all property belonging to HA or the Owners which
Concessionaire uses to perform its obligations hereunder. Upon termination of
this Agreement, if no payments are due from Concessionaire to HA, HA will give
Concessionaire a release and Concessionaire will promptly remove its property
from the Vessel, including its retail stock.

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<PAGE> 13

31. Concessionaire will create no unseaworthy conditions in the
performance of its obligations hereunder.

32. Concessionaire will care for the property of a Vessel utilized by
Concessionaire in performance of its obligations hereunder in a careful,
efficient and businesslike manner.

33. Concessionaire will comply with all laws and regulations (including
but not limited to tax laws and regulations) of all governmental authorities
having jurisdiction, relating to immigration, repatriation and its operations
hereunder.

34. Concessionaire may request structural, electrical, plumbing or
other utility changes on the Vessel but such changes will be made by HA only at
its discretion and for the account of Concessionaire.

35. A. Concessionaire will, at its own expense, repair as well as
replace when necessary, all of HA's and any Owner's property which is damaged by
Concessionaire's employees, over and above normal wear and tear.

B. Concessionaire shall be responsible for installation and maintenance
at its own expense of tasteful interior decoration of all areas used by
passengers in availing themselves of goods marketed by concessionaire aboard a
Vessel, but all plans for altering the interior decorations of those areas,
including but not limited to the existing interior decorations, shall be
submitted to HA for its approval prior to implementation. Such approval shall
not be unreasonably withheld. In addition, Concessionaire shall undertake
replacement or refurbishment at its own expense of areas whose interior
decorations are designated by HA, from time to time, as reasonably requiring
replacement or upgrading, to maintain the general standard in existence on the
Vessel.

OTHER HA OBLIGATIONS

36. HA will permit access to those portions of a Vessel and to the
Vessel's equipment which may reasonably be required by Concessionaire to perform
its obligations hereunder. HA agrees to cooperate with Concessionaire for the
purpose of promoting Concessionaire's shops aboard the Vessels.

37. HA shall furnish Concessionaire with one or two safe deposit boxes
in the office of the Purser on a Vessel.

38. HA shall coordinate stevedoring services for Concessionaire with
such services required by HA and other concessionaires, but Concessionaire shall
be responsible for its own stevedoring costs.

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<PAGE> 14

39. HA shall furnish Concessionaire with reasonable radio and telephone
communications at cost.

40. HA will furnish at its own expense on board laundry services (but
not dry cleaning) for concessionaire's employees.

COMPLAINTS

41. All complaints by passengers, officers, staff and crew arising from
Concessionaire's sales and service will be referred by HA to Concessionaire's
supervisor on the Vessel involved. If any such complaint cannot be amicably
resolved within 21 days, Concessionaire agrees to propose to the complainant
that the matter be referred to arbitration, and if the complainant consents to
the proposal, Concessionaire will submit the complaint to arbitration under the
Consumer Arbitration Rules of the American Arbitration Association, with the
arbitration hearings and other proceedings to be held in Miami, Tampa, Los
Angeles, San Francisco, Seattle or New York, at the complainant's option.

INSURANCE

42. A. HA agrees at its own expense to provide and maintain marine hull
and machinery and war risk hull and machinery insurance covering the Vessel with
first class marine underwriters, and this insurance shall be endorsed to
designate HA as the loss payee.

B. In the event that Concessionaire or its personnel cause in whole or
in part any loss or damage covered by this insurance, or which would have been
covered by this insurance but for a commercially reasonable deductible (not to
exceed $5,000,000) in the insurance policy, Concessionaire agrees to reimburse
HA for the amount of the deductible applicable in such loss or damage.

C. HA and the Owners shall have no further right of recovery from
Concessionaire for loss or damage covered by such insurance, or on account of
payments made to discharge claims against or liabilities of the vessels HA or
the Owners covered by such insurance.

43. HA and the owners shall have no obligation to provide protection
and indemnity insurance coverage for Concessionaire. Concessionaire agrees to
obtain and maintain at its own expense insurance to defend and cover its
liability, if any, and HA's and the owners' liabilities, if any, for:

A. maintenance and cure as well an personal injury or death claims
asserted by Concessionaire's employees or their estates;

B. claims of passengers or other third parties arising out of or in
connection with Concessionaire's operations or the actions of Concessionaire's
employees; and

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<PAGE> 15

C. repatriation, loss of personal effects and other costs to employees
(including, without limitation, burial costs) in the event of death, casualty or
termination of a voyage.

Such insurance shall be in form, in amounts, with carriers, and on terms
satisfactory to HA's Risk Management Department, shall name HA as an additional
insured and shall waive subrogation against HA, the Vessels and the Owners.
Concessionaire shall provide HA's Risk Management Department with a Certificate
of Insurance evidencing such coverage.

44. Concessionaire agrees to obtain and maintain, at its own expense,
insurance on the full value of all its property aboard the Vessel with
deductibles for its own account. Concessionaire shall not have any right of
recovery against HA or the Owners on account of loss or any damage to its
property whether or not covered by such insurance. Said insurance shall waive
subrogation against HA, the Vessels and the Owners.

LIENS

45. Neither Concessionaire nor any of its employees, agents or
representatives shall have any right, power, or authority to create, incur or
permit to be imposed upon a Vessel any lien whatsoever. Concessionaire agrees to
set forth in all of its purchase orders a notice with this information.

46. HA shall have a lien upon all Concessionaire's property aboard a
Vessel for all sums due hereunder, which lien shall continue after delivery of
said property ashore wherever found.

CRUISE SCHEDULING

47. Cruises shall be scheduled at the sole discretion of HA who will
promptly furnish Concessionaire with an initial cruise and overhaul schedule as
well an all changes therein. Concessionaire shall have no claim against HA for
loss or damage arising from delay, lay up or schedule change of a Vessel.

PROMOTIONAL LITERATURE

48. Concessionaire shall not circulate any photographs for promotional
purposes without prior written consent of the persons or owners of the property
which are the subject of the photographs.

49. Concessionaire shall not issue any publicity or press releases
identifying HA or a vessel without the prior written consent of HA.

INVENTORY

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<PAGE> 16

50. At every drydocking of a Vessel, Concessionaire and HA shall
inventory all of HA's property which Concessionaire is using in the performance
of its obligations on such Vessel.

CHANCE OF STATUS

51. Upon 90 days written notice to Concessionaire, HA may sell or
charter a Vessel, and upon such sale or charter, the term of this Agreement
shall terminate as to such Vessel, provided that if the sale or charter of a
Vessel is to one of HA's corporate affiliates, the term of this Agreement shall
continue in full force and effect between Concessionaire and such HA corporate
affiliate for any such Vessel and further provided, however, as to charters to
non-affiliates for a duration that will not extend beyond the term of this
Agreement, Concessionaire shall have the right to cause the term of this
Agreement to merely be suspended as to such Vessel for the duration of the
charter, rather than terminated.

52. In its sole discretion, HA may, at any time: (i) change registry of
a Vessel; (ii) transfer ownership of a Vessel to any affiliate of HA; or (iii)
bareboat charter a Vessel to any affiliate of HA. Any such occurrence shall not
terminate the term of this Agreement as to that Vessel or otherwise modify the
rights and obligations of the parties under this Agreement as to that Vessel.

53. In its sole discretion, HA may change its own name or the name of a
Vessel at any time.

54. Concessionaire may not assign or subcontract this Agreement.
However, Concessionaire may upon written notification to HA assign to wholly
owned associates as long as such would not materially and adversely affect
either HA's rights under this Agreement or the performance by Concessionaire
hereunder.

FORCE MAJEURE

55. Except as otherwise provided herein, HA shall not be liable to
Concessionaire for delay, destruction, lose or damage occasioned by an Act of
God, Act of War, public enemies, government restrictions, perils of the sea,
quarantine, fire, strikes, lockouts, labor disputes, civil commotions, seizure
or arrest of the Vessel, robbers, riots, thieves, barratry, collision,
negligence in the navigation or management of a Vessel, explosions, torts of
third parties, unseaworthiness, delay in sailing, prolongation of voyage,
deviation, any act, omission, fault or negligence of any passenger, officer,
staff member or crew member or any cause whatsoever beyond HA's control, whether
of the kind hereinabove enumerated or not.

GENERAL AVERAGE AND SALVAGE

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<PAGE> 17

56. General Average shall be adjusted at New York according to
York-Antwerp Rules 1974, as amended, and as to matters not therein contained,
according to the law and usages of the Port of New York. In case a general
average statement be required, the same shall be adjusted by an Adjuster to be
selected and appointed by HA and said Adjuster shall attend to the settlement
and collection of the average, subject to the customary charges.

57. In the event of accident, danger, casualty, damage or disaster
before or after commencement of a voyage resulting from any cause whatsoever,
whether due to negligence or not, for which, or for the consequences of which,
HA and the Owners are not responsible, by statute or contract or otherwise,
concessionaire shall contribute with HA in general average to the payment of any
sacrifices, losses or expenses of a general average nature that may be made or
incurred and shall pay salvage in respect to Concessionaire's property.

58. Concessionaire shall not be entitled to participate in earned
salvage.

BOTH TO BLAME COLLISION CLAUSE

59. If a Vessel comes into collision with another ship as a result of
the negligence of the other ship, and any act, neglect or default for which, or
for the consequences of which, HA and the Owners are not responsible to
Concessionaire, by statute or contract or otherwise, Concessionaire shall
indemnify HA and the Owners and hold them harmless from and against all loss or
liability to the other ship or her owners insofar as such loss or liability
represents lose of or damage to or any claim whatsoever of Concessionaire, paid
or payable by the other ship or her owners to Concessionaire and set off,
recouped or recovered by the other ship or her owners as part of their claim
against the Vessel or HA or the Owners. The foregoing provisions shall also
apply where the owners, operators or those in charge of any ship or ships or
objects other than or in addition to, the colliding ships or objects are at
fault in respect of collision or contact.

RECORDS AND INSPECTIONS

61. A. HA or its duly authorized representative shall be entitled to
inspect Concessionaire's inventories and equipment on a Vessel at any reasonable
time or times upon notice to Concessionaire's supervisor in order to verify the
adherence by Concessionaire to the quality standards required by Article 5.

B. In addition, HA or its duly authorized representative shall be
entitled to inspect Concessionaire's operations on a Vessel at any reasonable
time or times without notice and

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<PAGE> 18

without identification of the inspector in order to verify the adherence by
Concessionaire to the quality standards required by Article 5.

INDEMNITY

62. Concessionaire shall indemnify and hold harmless HA and the Owners
from any claims, suits, fines, damages, losses and liens of whatsoever nature
imposed upon the Vessel or asserted against or incurred by HA or the owners
arising out of or in connection with Concessionaire's operations, property, and
services, or out of any act, omission or neglect of concessionaire or
Concessionaire's employees, including, without limitation, legal fees incurred
in relation to such claims, suits, fines and liens. If a suit or proceeding
should be begun against a Vessel, or if a Vessel is otherwise levied against or
taken into custody by virtue of legal proceedings in any court because of such
lien or claim, Concessionaire shall within 24 hours thereafter cause such Vessel
to be released on bond or otherwise. In HA's or an Owner's discretion, HA or the
Owner may act to secure release of such Vessel on bond or otherwise and
Concessionaire shall reimburse and indemnify HA and the Owner for the cost of
obtaining the Vessel's release, including, without limitation, bond premiums as
well an HA's and the Owner's legal fees in arranging such release.

TERMINATION BY WITHDRAWAL, REQUISITION OR LABOR DISPUTE

63. Upon 90 days written notice to Concessionaire, HA may in its sole
discretion withdraw a Vessel from the cruise trades covered by this Agreement
and upon such withdrawal, the term of this Agreement shall terminate as to such
Vessel provided, however, as to withdrawals for a duration that will not extend
beyond the term of this Agreement, Concessionaire shall have the right to cause
the term of this Agreement to merely be suspended as to such Vessel for the
duration of the withdrawal, rather than terminated.

64. Upon requisition for title or use of Vessel by any government,
including but not limited to the United States of America, the term of this
shall terminate immediately as to such Vessel provided, however, as to
requisitions for a duration that will not extend beyond the term of this
Agreement, Concessionaire shall have the right to cause the term of this
Agreement to merely be suspended as to such Vessel for the duration of the
requisition, rather than terminated.

65. If a Vessel shall be prevented from sailing with or without
passengers by a strike, lockout or labor dispute arising from Concessionaire's
operations, upon the request of. HA, Concessionaire will close down its
operations, remove its personnel and property from such Vessel, and take all
similar action necessary to effect removal of the picket line. If the strike,
lockout or labor dispute persists for more than 3 days, then HA may thereafter
give Concessionaire 4 days written notice of an intention to terminate the term
of this Agreement as to all Vessels or solely as to such Vessel (in the
discretion of HA) and if the strike, lockout, or labor dispute is not resolved
within that 4 day period, the term of this Agreement shall so

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<PAGE> 19

terminate; provided that if the strike, lockout or labor dispute is resolved
within that 4 day period, the term of this Agreement shall not be terminated.

DEFAULT

66. If during the term of this Agreement, and any extensions thereof,
any one or more of the following events ("Events of Default") shall occur:

A. Concessionaire or HA shall fail to perform or comply with any one or
more of its covenants, duties or obligations hereunder or shall violate any one
or more of the prohibitions imposed upon it under this Agreement or one or more
of the warranties shall be breached, and the failure, violation or breach shall
continue, after written or telegraphic notice of the failure, violation or
breach in given to the offending party for an additional fourteen (14) days or,
in exigent circumstances, a reasonable period of time, whichever is shorter; or

B. Any statement, representation or warranty contained in this
Agreement or in any document furnished in connection herewith or hereafter
pursuant hereto, shall prove to be knowingly or recklessly untrue or incorrect
in any material respect when made; or

C. Concessionaire or HA shall (i) apply for or consent to the
appointment of a receiver, trustee or liquidator of all or a substantial part of
its assets; (ii) be unable, or admit in writing its inability, to pay its debts
as they mature; (iii) make a general assignment for the benefit of creditors; or
(iv) be adjudicated bankrupt or insolvent; or (v) be dissolved; or (vi) file a
petition in bankruptcy or for re-organization or for an agreement pursuant to a
bankruptcy act or any insolvency law providing for the relief of debtors, now or
hereafter in effect; or (vii) file an answer admitting the material allegations
of, or consent to, or default in answering, a petition filed against it in any
bankruptcy, reorganization or insolvency proceeding; or (viii) take corporate
action for the purpose of effecting any of the foregoing; or

D. An order, judgment or decree shall be entered against either party,
and without the application, approval or consent of the other party, by any
court of competent jurisdiction, approving a petition seeking reorganization of
party or appointing a receiver, trustee or liquidator of it or of all or a
substantial part of either party's assets;

then without prejudice to any other rights and claims for damages suffered or to
be suffered by reason of such Event of Default which the other party may have in
law, equity or admiralty or under this Agreement, that other party may: (i)
terminate the term of this Agreement; (ii) exercise any other right or remedy
which may be available to it under applicable law; and/or (iii) proceed by
appropriate court action to enforce the terms hereof or to recover damages for
the breach hereof.

66A. As used in this Article 66A, the terms "COB System" and "Excluded
Sailings" have the meanings specified in Article 6(B). If under the COB System,
Concessionaire is

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<PAGE> 20

unable to maintain an average Signature Shop's Staff rating and Beauty Shop's
Staff rating that is equal to or better than [* ] on any Vessel (with averages
to be determined on a calendar month basis giving consideration to all sailings
ending during the month other than Excluded Sailings), HA may notify
Concessionaire of the deficiency (a "Deficiency Notice"). Upon receipt of a
Deficiency Notice, Concessionaire shall promptly implement such changes as may
be necessary to improve the deficient ratings. If the Signature Shop's Staff
rating and/or Beauty Shop's Staff Rating, as the case may be, is not improved to
an average equal to or greater than [* ] within 90 days after the Deficiency
Notice from HA or, having been improved, is not thereafter maintained at or
above an average equal to or greater than [* ], HA may terminate the term of
this Agreement as to the Vessel on which the deficient ratings are continuing by
notice to Concessionaire. The determination of whether Concessionaire has
improved the ratings sufficiently to preclude HA from exercising this right of
termination shall be made with reference to the average Signature Shop's Staff
ratings and Beauty Shop's Staff ratings for all sailings of the Vessel (other
than Excluded Sailings) ending during any calendar month selected by HA so long
as the month selected is not earlier than the month during which the 90-day
period referred to above in this Article 66A ends. In the event HA exercises
this right of termination, the term of this Agreement shall, on the termination
date specified in such notice, terminate as to such Vessel but shall remain in
full force and effect as to the remaining Vessels.

66B. No remedy or power referred to or given to a party in this
Agreement or otherwise existing is intended to be exclusive, but each shall be
cumulative and in addition to, and may be exercised concurrently with, any other
remedy referred to herein or which may otherwise be available to that party in
law, equity or admiralty. Each and every power and remedy, whether herein so
given or otherwise existing, may be exercised from time to time and as often and
in such order an may be deemed expedient. No express or implied waiver of any
ground for exercising rights in connection with this Agreement shall be, or be
construed to be, a waiver of any further or subsequent ground. No delay or
omission in the exercise of any right or power or in, the pursuit of any remedy
shall impair any such right or be construed to be a waiver of any further or
subsequent ground or of any default or as an acquiescence thereto.

66C. Any termination of the term of this Agreement shall be without
prejudice to the rights and obligations of the parties accruing prior to such
termination. Any rights and obligations that would apply to a party were this
Agreement to have been terminated at the expiration of the term stated in
Article 2 shall apply in respect of any early termination.

HA MAY CURE; EXPENSES

- --------

* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 21

67. Except as otherwise provided in Article 62, if Concessionaire shall
fail to perform or observe any of the terms of this Agreement, HA or an Owner
may, in its discretion and upon seven (7) day's written or telegraphic notice to
Concessionaire, do all acts and make all expenditures necessary to remedy such
failure, and Concessionaire shall promptly reimburse HA and the Owner for any
and all expenditures so incurred; provided that HA shall be under no obligation
to do any act or make any such expenditure nor shall the doing or making thereof
relieve Concessionaire of any such failure and default in that respect.

ARBITRATION AND CHOICE-OF-LAW

68. Any and all differences and disputes of whatsoever nature arising
out of this Agreement shall be arbitrated in Seattle, Washington before a board
of three persons, consisting of one arbitrator to be appointed by each party and
the third (who must be a commercial person) by the two so chosen; provided that
if both parties appoint the same person to be an arbitrator for a particular
dispute, then that person shall act as a sole arbitrator for that dispute.
Arbitration shall be the exclusive method of resolving differences and disputes
between the parties. The decision of any two of the arbitrators (or the sole
arbitrator) shall be final and binding and any relief deemed just and equitable
may be granted, including but not limited to attorneys fees and specific
performance. Judgment may be entered upon any award in any court of competent
jurisdiction.

69. This Agreement shall be governed by the Federal statutory and
general maritime law of the United States, as well as, where appropriate, the
law of the State of Washington; excluding, however, all Federal and Washington
statutes applying to common carriage of passengers and cargo, such as but not
limited to the Harter Act and Carriage of Goods by Sea Act. In all instances the
Federal law shall take precedence over Washington law. The parties expressly
choose the above described laws to the exclusion of all choice of law rules
which might otherwise be applicable in any particular forum, except to the
extent that circumstances would reasonably require application of the laws of
some other jurisdiction to resolve specific issues pertaining solely to health
and safety or to the mandatory requirements imposed by the laws of the state of
a Vessel's registry.

AMENDMENTS AND MISCELLANEOUS

70. This written Agreement constitutes the entire agreement between the
parties; all prior negotiations, agreements and communications are merged herein
and superseded hereby; and there are no representations, warranties or
obligations by either party to the other concerning the subjects of this
Agreement except those herein set forth. The terms of this Agreement shall not
be waived, altered, modified, amended, or supplemented, in any manner
whatsoever, except by a written document duly executed by both parties hereto.

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<PAGE> 22

71. In the event HA shall at any time act as an agent of
Concessionaire, HA shall have no liability in respect of such acts or omissions
nor shall there arise from such acts by HA any express or implied warranties of
any nature whatsoever.

72. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns who are
authorized herein to succeed to the rights and duties of the parties by
assignment or otherwise.

73. Nothing in this Agreement shall operate to deprive HA, in whole or
in part, of any right to limit liability on the theory of personal contract or
otherwise.

74. Article headings are for convenience of reference only and shall
not be construed as part of this Agreement.

75. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

76. All notices required under the terms and provisions hereof
(excluding Article 61) shall be in writing, or by telegraphic means, and any
such notices and other correspondence or communications shall be addressed:

IF TO HA:

Holland America Line - Westours Inc.
300 Elliott Avenue West
Seattle, WA 98119

Attn: Marine Hotel Department
Director, Hotel Operations
Fax: (206) 286-3274

if to Concessionaire:

Allders International (USA) Inc.
1510 S.E. 17th St.
Fort Lauderdale, FL 33316
Fax: (954) 764-3505

or to such other address as either party may from time to time designate by
notice to the other.

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<PAGE> 23

77. HA and Concessionaire each warrant to the other that no brokers,
agents or any third parties were involved in or played any part in the
negotiations of this Agreement and no commissions, finders fees or compensation
of any type is payable to any third party in connection with this Agreement.

78. The parties hereto agree that, during the term of this Agreement,
they shall use reasonable efforts to maintain the confidentiality of all
information, records, reports and other data as to the activities of the parties
under this Agreement, provided, however, that: (a) nothing contained herein
shall preclude disclosures, on a confidential basis, to affiliated entities; and
(b) each party acknowledges that confidentiality may be difficult to maintain
given the large number of people with access to such information, records,
reports and other data and that neither party shall have any liability to the
other so long as reasonable efforts were utilized to maintain confidentiality.

79. Concessionaire represents, warrants, covenants and agrees that it
has not offered or made, nor will it offer or make, any payment (in cash, in
kind or otherwise) to any employee, officer or director of HA or any of its
affiliates (including officers or crewmembers of any Vessel) that could be
construed as being a bribe or inducement to act or refrain from acting. If any
such person shall solicit such a payment from Concessionaire, Concessionaire
shall promptly notify the President of HA, by telefax, telefax No. (206)
284-8332.

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<PAGE> 24

IN WITNESS WHEREOF, HA and Concessionaire have executed this Agreement
the day and year first above written.

HOLLAND AMERICA LINE - WESTOURS INC.
An Agents for the Owners and Charterers
of the Vessels mv WIND SONG, mv WIND STAR
and mv WIND SPIRIT

BY /s/ A. Kirk Lanterman
-------------------------------------
A. Kirk Lanterman
President and Chief Executive officer

ALLDERS INTERNATIONAL (USA) INC.

BY /s/ Anthony J. Hay
-------------------------------------
Anthony J. Hay
President

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<PAGE> 25

AMENDMENT TO
CONCESSION AGREEMENT - WINDSTAR

AMENDMENT, dated and effective as of the 15th day of December 1998, by
and between Holland America Line-Westours Inc., Washington corporation d/b/a
Windstar Cruises ("HA"), and Starboard Holdings Ltd., a Barbados corporation
("Starboard").

R E C I T A L S:

1. HA and Nuance Global Traders (USA) Inc. (f/k/a Allders International
(USA) Inc.), a California corporation ("Nuance'), entered into that certain
Concession Agreement - Windstar, dated as of January 18, 1996 (the "Agreement"),
the terms of which are incorporated herein by this reference. All terms defined
in the Concession Agreement shall have the same meaning herein as therein
specified.

2. Nuance assigned its lights and obligations under the Concession
Agreement to Starboard, which assignment was consented to by HA pursuant to that
certain Consent to Assignment signed by HA on December 11, 1998 and by Starboard
on December 14, 1998. As a result, Starboard is now the Concessionaire under the
Agreement.

3. HA and Starboard desire to amend the Agreement including an
extension of the term of the Agreement.

4. The parties intend that this Amendment shall be effective as to all
sailings ending after the date first above written.

A G R E E M E N T S:

1. SECTION 2: Section 2 of the Agreement is amended by substituting
"November 30, 2004" for "November 30, 2001" in the second sentence.

2. SECTION 3. Section 3 of the Agreement is amended to read in its
entirety as

Either party shall have the right to terminate the term of this
Agreement prior to the expiration of the term above stated by giving at
least six (6) months advance notice to the other party, provided,
however, such notice must include all Vessels and further provided,
however, if such notice provides for a termination date prior to
November 30, 2001, it must be given at least twelve (12) months in
advance.

3. SECTION 5(N). Section 5(N) of the Agreement is amended to read in
its entirety as follows:

<PAGE> 26

N. Concessionaire will, from time to time and as requested by
HA, prepare a list of merchandise and services then being offered by
Concessionaire under this Agreement that will be available for purchase
at a discount to Vessel officers and crew. Discount amounts and
policies for officers and crew will be determined by HA.

4. SECTION 6(A). Section 6(A) of the Agreement is amended to read in
its entirety as follows:

As used in this Agreement, the term "Sales Revenue" refers to
the gross revenues earned from sales by Concessionaire under this
Agreement determined without regard to any crew discounts requested by
HA pursuant to Section 5(N) but after deducting Administrative Charges
payable by Concessionaire under Section 7 (I.E., the Sales Revenue is
computed on the basis of the original sales price before discounts).
Concessionaire will pay HA in U.S. Dollars a rental fee equal to: (i)
[* ] of Sales Revenue from the Vessels; MINUS (ii) the aggregate
reduction in revenues as a result of crew discounts requested by HA
pursuant to Section 5(N). For purposes of this Article 6, Sales Revenue
from a Vessel includes sales made to passengers by Concessionaire
following conclusion of the voyage and after the passengers have
disembarked the Vessel but which are attributable to events that
occurred during the voyage ("Post-Voyage Sales").

5. SECTION 7. Section 7 of the Agreement is amended to read in its
entirety as follows:

7. As to each voyage, Concessionaire shall pay HA an
administrative charge equal to [* ] of all Concessionaire sales paid
for by credit or debit card plus [* ] of all Concessionaire sales paid
for other than by credit or debit card ("Administrative Charges").
Administrative Charges do not apply to Post-Voyage Sales.
Administrative Charges are computed on actual revenues (after all
discounts).

6. SECTIONS 10(A). Section 10(A) of the Agreement is amended to read in
its entirety as follows:

As HA under its "no cash" policy collects and holds all revenues
generated by Concessionaire on board and since all NSA Sales (as that
term is defined in Section 5(M) above) will be processed through HA's
credit card processing system, HA shall remit to Concessionaire, at the
end of each voyage, an amount computed as follows: (i) [* ]of the Sales
Revenue for that voyage from Vessel sales (excluding Post-Voyage
Sales); minus (ii) messing charges, Administrative Charges and other
unpaid amounts

___________________________
* This confidential portion has been omitted and filed separately
with the Commission.

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<PAGE> 27

due to HA for that voyage. Credit card service charges for on-board
sales (including NSA Sales) shall be for the account of HA. Credit card
service charges for Post- Voyage Sales shall be for the account of
Concessionaire.

7. SECTIONS 10(C). Section 10(C) of the Agreement is amended by
substituting [* ] in the first sentence.

8. SECTION 31. Section 31 of the Agreement is amended by adding the
following to the end thereof.

Concessionaire acknowledges that lists of HA's customers and lists of
Vessel passengers, whether past, present, future or prospective, or any
information of whatever nature relating to the names, addresses,
telephone numbers or other information regarding Vessel passengers
derived by Concessionaire in connection with its performance under this
Agreement (collectively, "Customer Lists") are and shall remain at all
times the exclusive property of HA. The Customer Lists represent a
special, valuable and unique asset of HA that has been developed at
considerable expense to HA. Accordingly, Concessionaire agrees that it
shall not disclose or furnish to any third party any Customer Lists
during or after the term of this Agreement, other than with HA's
express written consent, which may be withheld in HA's sole discretion.
Concessionaire further agrees to use the Customer List information
solely for the purpose of fulfilling orders and completing transactions
arising under this Agreement and will not use the Customer List
information for any other business operated by it or its affiliates.
Upon termination of this Agreement, or at such other times upon HA's
request, Concessionaire will return to HA all Customer Lists or any
information related thereto. Concessionaire recognizes that any
violation of this Section shall cause HA substantial and irreparable
harm and shall entitle HA to seek immediate injunctive relief, in
addition to such other remedies afforded by law or equity. The
obligations under this Section shall survive the expiration or
termination of this Agreement.

9. NO OTHER AMENDMENTS. Except as above provided, the Agreement shall
remain in full force and effect in accordance with its original terms.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.

STARBOARD HOLDINGS LTD. HOLLAND AMERICA LINE-WESTOURS INC.

By: /s/ By: /s/
----------------------------- ---------------------------------
Its President Its President and CEO

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<PAGE> 1
Exhibit 10.30

CONCESSION AGREEMENT

This Concession Agreement made and concluded as of the 18th day of January,
1996, by and between Holland America Line-Westours Inc., a Washington
corporation, hereinafter sometimes referred to as "Agent" or "HA" which is the
duly authorized agent of the owners and/or charterers of the vessels ss
Rotterdam, ms Nieuw Amsterdam, ms Noordam, ms Westerdam, ms Statendam, ms
Maasdam, and ms Ryndam, as well as the vessels ms Veendam and ms Rotterdam VI,
both of which are currently under construction, hereafter referred to
individually as "Vessel" or collectively as the "Vessels," and Allders
International (USA) Inc., a California corporation (hereinafter referred to as
"Concessionaire").

W I T N E S S T H:

HA agrees to grant and Concessionaire agrees to accept the below
described concession on the following terms and conditions:

Description and Term of Concession

1. This Agreement covers the exclusive concession aboard the Vessels
for:

A. Purchasing, supplying and selling merchandise and sundry in the
Vessels' retail shops; and

B. Purchasing, supplying and selling of duty free liquor in bottles for
consumption on board or take home.

2. The effective date of this Agreement as to each Vessel shall be as
follows:

Vessel Effective Date
------ --------------

Rotterdam January 18, 1996
Statendam February 23, 1996
Nieuw Amsterdam February 24, 1996
Noordam February 24, 1996
Westerdam February 24, 1996
Maasdam February 23, 1996
Ryndam March 3, 1996
Veendam When placed in Actual Passenger
Service (expected May 15, 1996)
Rotterdam VI When Placed in Actual Passenger
Service (expected October, 1997)
<PAGE> 2
Unless terminated earlier in accordance with the provisions herein, the term of
this Agreement shall continue as to each Vessel from the respective effective
date until November 30, 2001, plus or minus up to 15 days at HA's option which
option may be applied on a Vessel-by-Vessel basis such that the termination date
may be different as between the Vessels. Notwithstanding the foregoing, the
parties acknowledge that the ss Rotterdam is scheduled to be permanently
withdrawn from passenger service on or about September 30, 1997 whereupon the
term of this Agreement shall terminate as to that Vessel. The termination of the
term of this Agreement, in whole or as to any Vessel, shall not diminish the
rights or obligations of the parties in respect of the period prior to
termination including, without limitation, as to any liabilities or obligations
arising as a consequence of events that occurred prior to termination. Except as
otherwise provided in this Agreement (including, without limitation/Articles 65
and 66 and 66A), HA shall give Concessionaire at least 90 days' written notice
of the exact termination date of the term of this Agreement or any extension.

Basic Storage and Physical Facilities to be Furnished by HA

4. A. HA shall, during the term of this Agreement, permit
Concessionaire to use the existing shops on the Vessels for the purposes
contemplated by this Agreement. HA acknowledges that the trade fixtures now
installed in the shops on the Rotterdam are the property of Concessionaire.

B. HA shall, during the term of this Agreement, furnish
Concessionaire with adequate refrigeration and storage facilities, as well as
all reasonable water, electric, air conditioning and other utility services
necessarily incident to Concessionaire's operations on the Vessels. HA shall not
be liable to Concessionaire for any loss or damage caused by or resulting from
any variation, interruption or any failure of said utility services except that
HA shall promptly take such corrective measures as are feasible to restore or
repair such utility services, provided, however, that if any such variation,
interruption or failure makes it impossible for Concessionaire to maintain
operations on board a Vessel for 48 or more consecutive hours, the per passenger
per day rental computation under Article 6 shall be calculated with the
following modifications:

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<PAGE> 3
(i) if the interruption in operations continues for at
least 48 hours but less than 72 hours, then the per
passenger per day amount specified in Article 6 shall
be reduced by [* ].

(ii) if the interruption in operations continues for at
least 72 hours but less than 96 hours, then the per
passenger per day amount specified in Article 6 shall
be reduced by [* ];

(iii) if the interruption in operations continues for at
least 96 hours but less than 120 hours, then the per
passenger per day amount specified in Article 6 shall
be reduced by [* ]; and

(iv) if the interruption in operations continues for 120
hours or more, then the per passenger per day amount
specified in Article 6 shall be reduced in the same
manner as provided in (iii) above taking into account
the number of 24-hour periods that such interruption
continues.

C. Concessionaire has inspected and fully familiarized itself
with all of the existing facilities as well as utility services aboard the
Vessels, and Concessionaire acknowledges that they are adequate, sufficient and
fit for their intended use by Concessionaire.

D. Notwithstanding Article 4(C) above, HA and Concessionaire
have agreed that certain improvements will be made to the shops on all Vessels
(other than the Rotterdam). Concessionaire will, at its expense and subject to
HA's review and approval, prepare the conceptual drawings for the agreed
improvements. Upon approval by HA of the conceptual drawings, Concessionaire
will, at HA's expense (within a budget that has approved by HA) and subject to
HA's review and approval, prepare working drawings for the agreed improvements.
Upon approval by HA of the working drawings, HA will, at its expense and subject
to Concessionaire's review and approval, prepare final drawings for the agreed
improvements. At the time of the next regularly scheduled drydock or wetdock of
the Vessel following Concessionaire approval of the final drawings, HA will, at
its expense, complete the agreed improvements substantially in accordance with
the final drawings. No party shall unreasonably withhold or delay its approval
under this Article 4(D).

Details and Qualities of Operations to be Performed by Concessionaire

5. Concessionaire covenants, warrants, and represents that:

A. Concessionaire is an experienced concessionaire, fully qualified to
operate, supervise and/or perform the purchase and sale of sundries and
merchandise in the Vessels' shops

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* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 4
as well as the purchase and sale of cosmetics; and that it has employed or has
available and will furnish a sufficient, capable, and trained staff to operate
the shops.

B. Concessionaire will engage the services of a professional window
dresser to display the merchandise for sale in a Vessel's shops. Concessionaire
will maintain the highest standards when changing showcase and window displays.

C. Concessionaire will purchase, supply and sell in the Vessels' shops
adequate quantities of high quality internationally recognized brands of retail
merchandise, including but not limited to jewelry, perfume, souvenirs, apparel,
gifts, sundries, cosmetics, tobacco products, toys, sporting goods, sunglasses,
lotions, books, magazines, toiletries and bottled liquor for consumption on
board or take home.

D. Concessionaire will operate the Vessels' shops during reasonable and
customary hours as directed by HA.

E. HA may prohibit Concessionaire from marketing any specific goods
aboard a Vessel if in HA's opinion such marketing is undesirable or likely to be
prejudicial to the business of HA either directly or indirectly or HA otherwise
reasonably objects to the type or quality of the goods. During any voyage a
Vessel's Master may exercise this right on behalf of HA, but on termination of
any such voyage, the matter may be referred to HA by Concessionaire.

F. Concessionaire will engage in its service aboard a Vessel an
adequate number of employees, sufficiently trained in their duties and
conversant in English, who will perform Concessionaire's obligations hereunder
in a courteous and efficient manner so as to meet high standards of retail
merchandising at first class resorts in the United States.

G. Concessionaire will continue utilizing and improving, to the
reasonable satisfaction of HA, a system for evaluating the performance of
Concessionaire's employees so as to assure continuous maintenance of the quality
standards required of them.

H. Concessionaire will at all times establish and maintain on a Vessel
high standards of sanitary conditions and cleanliness in the storerooms, shops
and other spaces where it performs its obligations; and its employees will at
all times maintain high standards of personal cleanliness. Such sanitary and
cleanliness standards shall include but not necessarily be limited to the
requirements imposed by the United States Public Health Service.

I. Prices charged on goods for resale to passengers in the Vessels'
shops are to be fixed by Concessionaire subject to the rights of HA to question
any such prices if HA regards them as unreasonable. On or before October 1,
1997, HA and Concessionaire shall work together to complete development of their
systems for a bar code scanning system on board the Vessels. The Concessionaire
shall ensure that bar codes (UPC) are included on all merchandise sold on board
the Vessels, that Concessionaire's employees have the equipment and training to

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<PAGE> 5
enable them to process sales by scanning the bar codes, and that
Concessionaire's employees do, in fact, process sales by such method.

J. For any sales exceeding $500.00, prior authorization has to be
obtained by the Concessionaire from the Vessel's Purser; in no event shall
Concessionaire deliver merchandise to the purchaser unless and until such
authorization has been obtained (including as to sales on the last day of the
voyage). Concessionaire will actively support HA's "no cash" policy such that
all purchases are charged to the passengers' shipboard accounts. If a passenger
refuses to allow a purchase to be charged to his/her shipboard account,
Concessionaire may accept direct payment but only by credit card and only if the
purchase exceeds $50.00; the credit card processing will still be handled
directly by HA under such procedures as HA and Concessionaire shall hereafter
agree to (such purchases are referred to in this Agreement as "NSA Sales"). The
foregoing provisions of this Article 5(J) do not apply to Post-Voyage Sales (as
that term is defined in Article 6 below). Concessionaire shall not take any
action or omit to take any action for the purpose of inducing or encouraging a
person to purchase merchandise following conclusion of a voyage rather than
during the voyage.

K. Concessionaire will, from time to time and in cooperation with HA,
prepare a list of merchandise then being offered in the Vessels' stores that
will be available for purchase at a discount to Vessel officers and crew. From
time to time, HA and Concessionaire shall mutually determine appropriate
discount levels and policies.

L. Concessionaire will continue and maintain the standards of
presentation, service and product selection currently established.

M. Concessionaire will comply, and cause its staff to comply, with the
terms of any agreement and/or policy now existing, or hereafter entered into or
adopted by HA, with respect to the carrying on board the Vessels and/or use on
board the Vessels of alcoholic beverages, any narcotics or other controlled
substances that HA may deem necessary or desirable in view of health and safety
considerations and/or the laws, regulations and policies of any governmental
jurisdiction including, without limitation, the zero tolerance policy of the
government of the United States of America.

N. Concessionaire acknowledges that HA is, and will be, implementing
programs designed to minimize the waste products generated by the Vessels and
further to control the types of waste products in order to reduce disposal costs
and address environmental concerns. Concessionaire shall comply with such
reasonable rules as HA may, from time to time, establish with respect to such
matters. In no event shall Concessionaire place any waste materials or other
substances into the Vessel's waste disposal or garbage systems that are
considered "hazardous substances," "hazardous wastes," "toxic substances" or
"toxic wastes" under applicable law or the generation or disposal of which in
the normal course of garbage handling by the Vessel could result in the
violation of any law, rule or regulation promulgated by any governmental
authority having jurisdiction over the Vessel.

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<PAGE> 6
O. It is acknowledged that another concessionaire will hold the
concession on board the Vessels for the operation of the Vessels' beauty
parlors, hairdressing salons, Turkish baths and massage facilities (the "Other
Concessionaire"). In connection with that concession, the Other Concessionaire
will be offering for sale in the facilities used by it various beauty and
barbering supplies, cosmetics, liniments, bath oils and similar consumable
items. HA will, from time to time, advise Concessionaire of the products or
product types that the Other Concessionaire desires to retail by providing
Concessionaire with a list of excluded products/product types. If Concessionaire
objects to any items included on that list on the basis of products being sold
by Concessionaire, it shall so notify HA. HA will then attempt to mediate the
dispute failing which HA shall, it its sole discretion, prepare a final list of
excluded products/product types. Notwithstanding any provision of this Agreement
to the contrary, Concessionaire shall not be permitted to sell any products or
product types included on the list of excluded products/product types, as such
may be modified from time to time. Notwithstanding the foregoing provisions of
this paragraph (O), Concessionaire has advised HA that an understanding has been
reached with the Other Concessionaire as to the products to be sold by each. So
long as such understanding remains in effect, HA will not involve itself in
determining which products should be sold by Concessionaire rather than the
Other Concessionaire. Concessionaire further acknowledges that HA has entered
into an agreement, and may in the future enter into other agreements, pursuant
to which HA or another company will offer passengers the ability to rent tuxedos
either prior to or during voyages; any such agreement shall not extend to the
onboard sale of tuxedos.

P. Concessionaire will work with HA to develop and utilize and "e-mail"
system that will improve communications between Concessionaire, HA and the
Vessels.

Payments

6. A. As used in this Article 6, the "Specified Amount" shall be as
follows:

Annual Period Specified Amount

Until 11/30/96 [*
12/1/96 - 11/30/97
12/1/97 - 11/30/98
12/1/98 - 11/30/99
12/1/99 - 11/30/00
After 12/1/00 ]

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* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 7
As used in this Article 6, the "Specified Amount Effective Date" for the Veendam
and Rotterdam VI shall be the date on which each Vessel is placed in actual
passenger service (expected to be during May, 1996 and October, 1997,
respectively) and as to all of the other Vessels shall be the earlier of: (i)
the first day of the first voyage that ends after December 1, 1996; or (ii) the
first day of the third voyage that ends after the first scheduled drydocking of
the Vessel following the date of this Agreement.

B. For purposes of applying Article 10(D) below, amounts due
from Concessionaire under this Article 6(B) shall initially be determined
separately for each quarter (December - February, March - May, June - August,
September - November) and on an aggregate basis for all Vessels, taking into
account voyages ending during the quarter. For purposes of the final calculation
under Article 10(E) below, amounts due the Concessionaire under this Article
6(B) shall be determined separately for each annual period (December 1 -
November 30) and on an aggregate basis for all Vessels, taking into account
voyages ending during the annual period. Concessionaire will pay HA in U.S.
Dollars a rental fee equal to the Specified Amount per passenger per day
(excluding day of disembarkation) or [* ] of sales revenue from the Vessels
during the annual period, whichever sum is greater. The determination of the
applicable Specified Amount shall be based on the annual period in which occurs
the last day of the voyage. If as to any quarterly or annual period the
Specified Amounts as to all voyages are not identical, the rental fee
calculation shall be determined using a weighted average calculation. If the
termination date of the term of this Agreement is other than the last day of the
annual period, the annual period shall be deemed to end as of the termination
date and all calculations shall be made on the basis of the shortened annual
period.

C. For purposes of this Article 6, sales revenue from a Vessel
includes sales made to passengers by Concessionaire following conclusion of the
voyage and after the passengers have disembarked the Vessel but which are
attributable to events that occurred during the voyage ("Post-Voyage Sales").

D. Concessionaire acknowledges that HA has established a
passenger rating system for its Vessels whereby most aspects of the Vessels'
operations and passenger services are rated by passengers on a 1-9 scale with 9
being the highest rating (the "COB System"). The parties further agree that as
to the Shipboard Shop's Staff rating, Concessionaire is expected to maintain the
Shipboard Shop's Staff Required Rating (as that term is defined below). If there
shall occur two or more consecutive sailings (determined without regard to
Excluded Sailings, as that term is defined below) as to which Concessionaire is
unable to maintain an average Shipboard Shop's Staff rating that is equal to or
greater than the Shipboard Shop's Staff Required Rating, then as to each such
consecutive deficient sailing (other than the first one and no including
Excluded Sailings), Concessionaire shall pay HA the sum of [* ] per day of the

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* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 8
sailing, excluding day of disembarkation, but in no event more than [* ] as to
any sailing. For purposes of this Agreement, the Shipboard Shop's Staff Required
Rating shall be [* ] and the Overall Experience Required Rating shall initially
be [* ]. For purposes of this Agreement, Excluded Sailings are all sailings as
to which both the Shipboard Shop's Staff rating is less than the Shipboard
Shop's Staff Required Rating and the Vessel's overall experience rating was less
than the Overall Experience Required Rating. HA will provide Concessionaire with
each sailing's Shipboard Shop's Staff and overall experience ratings by e-mail
promptly following the conclusion of the sailing. On a monthly basis as to
sailings ending during that month, Concessionaire shall deliver to HA amounts
due, if any, pursuant to this Article 6(D). An example of the foregoing is as
follows: (assuming a Shipboard Shop's Staff Required Rating of [* ]):

<TABLE>
<CAPTION>
Shipboard Shop's Overall
Cruise Staff Rating Experience Rating
------ ------------ -----------------

Cruise 1: Shipboard Shop's Staff rating at or above Shipboard Shop's Staff
Required Rating - no payment.

Cruise 2: Shipboard Shop's Staff rating below Shipboard Shop's Staff Required
Rating, not an Excluded Sailing because overall experience rating is at or above
Overall Experience Required Rating - no payment because of Cruise 1 rating.

Cruise 3: Excluded Sailing because Shipboard Shop's Staff Rating below Shipboard
Shop's Staff Required Rating and overall experience rating below Overall
Experience Required Rating - no payment.

Cruise 4: Shipboard Shop's Staff rating below Shipboard Shop's Staff Required
Rating, not an Excluded Sailing because overall experience rating is at or above
Overall Experience Required Rating - payment is due since there have been two or
more consecutive sailings where the Shipboard Shop's Staff rating was below the
Shipboard Shop's Staff Required Rating (for these purposes, Cruise 3 is
ignored).

Cruise 5: Shipboard Shop's Staff rating at or above Shipboard Shop's Staff
Required Rating, not an Excluded Sailing even though overall experience rating
is below Overall Experience Required Rating because Shipboard Shop's Staff
rating is at or above Shipboard Shop's Staff Required Rating - no payment.

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* This confidential portion has been omitted and filed separately with
the Commission.

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<PAGE> 9
Cruise 6: Shipboard Shop's Staff rating below Shipboard Shop's Staff Required
Rating, not an Excluded Sailing because overall experience rating is at or above
Overall Experience Required Rating - no payment because of Cruise 5 rating.

Notwithstanding the above provisions, Concessionaire shall have the right to
request HA review as to any sailing in which Concessionaire was unable to
maintain an average Shipboard Shop's Staff rating that is equal to or greater
than the Shipboard Shop's Staff rating that is equal to or greater than the
Shipboard Shop's Staff Required Rating on the basis of mitigating circumstances.
If HA agrees there were mitigating circumstances, then such sailing will be
considered an Excluded Sailing for all purposes of this Section; otherwise, the
above provisions of this Section shall apply. The decision of HA as to whether
there were mitigating circumstances shall be final and binding upon the parties.

7. For purposes of Article 6, the passenger count will be
determined at the end of each voyage and provided by HA to Concessionaire.

8. Concessionaire will also pay HA a per diem messing charge of [*
] per employee per day for their personnel on a Vessel until November 30, 1996.
HA may, at its option, annually increase the messing charges as of December 1 of
each year (beginning with December 1, 1996), but no such annual increase shall
exceed the applicable annual rate of increase used by HA for internal budgetary
purposes. None of the concessionaire's employees shall order from the passenger
menus.

9. HA will pay Concessionaire for retail merchandise (other than
sundries) which HA purchases from the Vessels' shops for use as prizes or gifts
to passengers or other personnel aboard the Vessels, at prices reflecting a
mutually agreed upon discount off the prices at which concessionaire regularly
sells the same items of retail merchandise to passengers. Such discount shall
only be available as to products then included on the officer/crew discount list
prepared pursuant to Article 5(K) above.

10. A. As HA under its "no cash" policy collects and holds all
revenues generated by Concessionaire on board and since all NSA Sales (as that
term is defined in Section 5(J) above) will be processed through HA's credit
card processing system, HA shall remit to Concessionaire, at the end of each
voyage, a sum equal to the excess of [* ] of the gross revenues for that voyage
(excluding Post-Voyage Sales) over the sum of (i) messing charges, plus (ii)
other unpaid amounts due to HA for that voyage. Credit card service charges for
on-board sales (including NSA Sales) shall be for the account of HA. Credit card
service charges for Post-Voyage Sales shall be for the account of
Concessionaire.

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* This confidential portion has been omitted and filed separately
with the Commission.

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<PAGE> 10
B. At the end of each voyage of a Vessel, the Purser shall furnish
the Concessionaire's shop manager, in writing, the total passenger cruise days
(excluding day of disembarkation) during the voyage, and the Concessionaire's
shop manager shall furnish the Purser, in writing, the Concessionaire's gross
revenues from the voyage (NSA Sales to be included in gross revenues but
separately stated).

C. On a monthly basis, concessionaire shall deliver to HA an amount
equal to [* ] of the revenues received by Concessionaire from Post-Voyage Sales
during that month together with a schedule specifying the names of the
passengers, the items purchased and the amounts paid.

D. At the end of each quarter (as provided for in Article 6(B))
during the term of this Agreement, HA shall determine whether the monies
retained by it pursuant to Article 10(A) above and received by it pursuant to
Article 10(C) above for said quarter are sufficient to provide HA with the
rental due it pursuant to Article 6(B) after taking into account messing
charges, other amounts due HA under this Agreement and the calculation of the
amount due on the basis of the Specified Amount stated in Article 6. If there
shall be a deficiency, such shall be paid by Concessionaire within ten (10) days
after HA shall notify Concessionaire within ten (10) days after HA shall notify
Concessionaire of the amount thereof and the calculations relevant thereto.

E. At the end of each annual period (as provided for in Article
6(B)) during the term of this Agreement, HA shall determine whether the monies
retained or received by it pursuant to the foregoing provisions of this Article
10 actually equal to total amount due HA under this Agreement as to such annual
period (including, without limitation, after taking into account messing
charges, other amounts due HA under this Agreement and the calculation of the
amount due on the basis of the Specified Amount stated in Article 6). If there
shall be a deficiency, such shall be paid by Concessionaire within ten (10) days
after HA shall notify Concessionaire of the amount thereof and the calculations
relevant thereto. If there shall have been an excess payment, such shall be paid
by HA to Concessionaire within ten (10) days after HA shall notify
Concessionaire of the amount thereof and the calculations relevant thereto.

Trademarks

11. HA hereby grants Concessionaire the right to imprint the HA
logo and, in HA's discretion, other HA trademarks (the HA logo and other
trademarks are herein referred to as the "Trademarks") on souvenirs and other
sundry and merchandise sold by Concessionaire on board the Vessels.

12. A. All right, title and interest in and to the Trademarks and
the goodwill associated therewith is owned by HA and/or one of its affiliates.
Concessionaire recognizes such

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* This confidential portion has been omitted and filed separately
with the Commission.

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<PAGE> 11
ownership in HA and its affiliates and agrees never to contest their title
thereto or the validity of the trademarks applications or registrations
therefore filed or obtained by HA or its affiliates.

B. Concessionaire agrees that HA and/or its affiliates are and will
be the owner of all goodwill that may in the future attach to the Trademarks as
a result of Concessionaire's use of the Trademarks.

C. Concessionaire acknowledges that by entering into this
Agreement, Concessionaire acquires no rights to any trademarks pertaining to any
of HA's products or services which rights remain solely in HA and/or its
affiliates, except for such rights specifically granted in this Agreement.

D. Concessionaire shall not, without HA's prior written consent,
file any applications or obtain any registrations of the Trademarks anywhere in
the world. If requested by HA, Concessionaire agrees, at the expense of HA, to
assist and join any application HA and/or its affiliates may make to register
the Trademarks including the execution of any documents as may be necessary to
implement such application.

E. HA shall have the right to determine the existence of
infringement of the Trademarks, and in the event of infringement by a third
party, HA and its affiliates shall have the exclusive right, at their
discretion, to file and maintain a suit for infringement.

F. Concessionaire agrees to make only proper usage of the
Trademarks and specifically to include the appropriate indication "TM" or "R"
within a circle, adjacent to the Trademarks at all reasonable times.

G. Concessionaire agrees upon termination of the term of this
Agreement to cease all use of the Trademarks or any confusingly similar
trademark or trade name. After termination of the term of this Agreement,
Concessionaire shall not adopt for use any trademark or trade name confusingly
similar to the Trademarks.

Concessionaire's Employees

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<PAGE> 12
14. A. Concessionaire's status under this Agreement is solely that
of an independent contractor, and Concessionaire at all times has the obligation
and right to control all of the employees engaged by Concessionaire to perform
its obligations hereunder, and such persons are solely the responsibility of
Concessionaire. Concessionaire is solely responsible for the payment of all
wages, vacation pay, benefits and repatriation expenses to each of its
employees. Concessionaire shall furnish HA with copies of the contract forms
used for engaging the services of Concessionaire employees.

B. Concessionaire may, at its own expense and without interfering
with a Vessel's operations, replace its employees or transfer them between the
Vessels, at reasonable intervals.

15. Concessionaire is solely responsible for satisfying all
maintenance and cure obligations, and for the payment of any medical and
subsistence expenses or damages, to Concessionaire's employees arising from
accident, injury or illness. Except as provided in Article 28, Concessionaire
shall indemnify HA and the Owners and hold them harmless for and from any such
obligations, expenses or damages they may incur together with all expenses
incident thereto including, without limitation, legal fees.

16. Concessionaire's employees do not have maritime liens on a
Vessel for any payments due to them in connection with their services for
Concessionaire. Concessionaire shall indemnify HA and the Owners and hold them
harmless for and from any such lien discharged by them together with all
expenses incident thereto including, without limitation, legal fees.

17. Concessionaire's employees are not entitled to assert claims
against HA or the Owners under Jones Act, 46 U.S.C. Section688 or any successor
statute. Concessionaire shall indemnify HA and the Owners and hold them harmless
for and from and such Jones Act damages incurred by them together with all
expenses incident thereto including, without limitation, legal fees.

18. In each of its contracts with its employees, Concessionaire
will insert the following notice:

"Your employer is a concessionaire of Holland America Line-
Westours Inc. ("HALW"), agent of [insert shipowner name], the
owner or charterer of the Vessel. You are subject to the
control of your employer. You are also subject to the
authority of the Master for purposes of health, safety, and
discipline. In your dealings with passengers you will refer to
yourself as an employee in the Vessel's Shops. However, your
employer is solely responsible for you, and neither the Vessel
nor HALW nor the Vessel's owner or charterer are obligated to
you for any payments. In view of the laws, regulations and
policies of governmental jurisdictions and/or the safety of
the Vessel, its passengers and crewmembers, HALW

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<PAGE> 13
and/or its affiliates may deem it necessary or desirable to
enter into agreements or adopt policies with respect to the
carrying on board the Vessel and/or use on board the Vessel of
narcotics, other controlled substances and/or alcoholic
beverages including, without limitation, random drug and/or
alcohol testing policies. You are required to comply with the
terms of any such agreement and/or policy now existing, or
hereafter entered into or adopted by HALW or its affiliates.
Without limiting the generality of the foregoing, your
entering into of this contract constitutes your consent to
submit to drug and/or alcohol testing if and when required by
HALW or its representatives.

19. A. Concessionaire irrevocably appoints the Master of a Vessel
as its agent with the power of overall supervision of Concessionaire's employees
on board the Vessel for purposes of health, safety, and discipline. The Master
may delegate this supervisory power to the Vessel's Hotel Manager and/or Purser.

B. Only for purposes of health, safety and discipline and to
facilitate compliance with the immigration laws applicable in a Vessel's base
port and other ports of call, Concessionaire's employees will sign on ship's
articles; but such adherence to ship's articles will not in any way detract from
or modify the Concessionaire's status as an independent contractor, and its
relationship or its right and obligation to control its employees, as described
in Articles 14-18. HA agrees to make all arrangements for the Concessionaire's
employees to sign on and off ship's articles; provided that all disbursements in
connection therewith shall be for the Concessionaire's account.

20. Concessionaire will not intentionally advertise or otherwise
cause to become known amongst the passengers that Concessionaire is a
concessionaire. In their dealings with passengers, Concessionaire's employees
will refer to themselves as employees of the Vessel's Shops; but such reference
for purposes of passenger relations will not in any way detract from or modify
Concessionaire's status as an independent contractor, and its relationship or
its right and obligation to control its employees as described in Articles
14-18.

21. Concessionaire will employ on board the Vessel only persons who
are of good moral character and who are in good health, who hold valid
passports, visas, and all other permits required by any governmental authority
having jurisdiction, in order that they may enter and leave the base port and
other ports where the Vessel may call. HA agrees to arrange for all on board
immigration formalities and to accept responsibility for safekeeping of all
passports or other immigration documents turned over to it by concessionaire's
employees.

22. Concessionaire will at its own expense arrange for each of its
employees to receive a complete medication examination immediately prior to
serving aboard a Vessel and periodically thereafter. The examination must be
performed by the Vessel's physician or another

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<PAGE> 14
physician acceptable to HA, must include such tests and procedures as may be
required by HA (including, without limitation, a chest x-ray), and must show the
employee to be in good health, fit for performance of shipboard duties and
otherwise to have satisfied such health criteria as may be established by HA. If
performed other than by the Vessel's doctor, the report of such examination
shall be forwarded to the Vessel's doctor. If the physical examination is
conducted by the Vessel's doctor on board the Vessel, Concessionaire shall pay
the Vessel's Purser the cost thereof prior to conclusion of the voyage during
which the examination occurs.

23. Concessionaire's employees will at all times keep themselves
neatly groomed, well spoken, and suitably attired in uniforms to be provided at
Concessionaire's expense.

24. Concessionaire will designate for a Vessel a shop manager of
suitable experience and caliber to supervise the work of Concessionaire's other
employees, subject to the overall supervision of the Master as provided in
Article 19. The shop manager will be entitled to the same privileges as a hotel
officer of a Vessel.

25. From time to time, when deemed necessary by Concessionaire or
reasonably required by HA, Concessionaire will furnish a reasonable number of
executive or surveillance employees to travel on a Vessel for purposes of
inspecting Concessionaire's operations. Suitable accommodations for such
executive or surveillance employees of Concessionaire will be provided by HA if
available, without charge to Concessionaire; except that Concessionaire will pay
the charge described in Article 8 for such persons at the same rate
Concessionaire is then being charged for its shop personnel and will also pay
port charges and taxes for such persons based on amounts stated in HA's
brochures. If an employee is on the Vessel for less than the entire voyage, the
port charges and taxes amount will be prorated based on the number of ports
during which the employee was on the Vessel relative to the total number of
ports scheduled for the voyage (including, for these purposes, the port of
embarkation and disembarkation).

27. HA will furnish without charge applicable accommodations of
officer or crew grade, including clean bed linen and towels at normal intervals,
for the number of concessionaire's personnel as described in Article 5(F), as
well as Articles 24 and 25.

28. At Concessionaire's request, and except as otherwise provided
in Article 22, HA will furnish for Concessionaire's employees during the period
they are onboard the Vessel, without charge, regular and reasonable on board
medical care by a Vessel's doctor, as well as medicines, for accident, illness
and injury suffered by concessionaire's personnel while onboard the Vessel.

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<PAGE> 15
29. Concessionaire's personnel are not permitted:

A. To carry or consume aboard a Vessel any narcotics, or other
drugs which are prohibited in the Vessel's ports, except pursuant to a program
of medical care under the direct supervision of the Vessel's doctor;

C. To board a Vessel in an intoxicated state without the consent of
the Master; or

D. To engage in gambling aboard a Vessel in the Vessel's casino or
amongst themselves;

E. To sell any merchandise to passengers (except in the course of
their duties), or to purchase merchandise from a Vessel's shop for resale.

Concessionaire's Other General Obligations

30. Subject to the approval of the Master, Concessionaire will
safely stow for sea and will maintain such safe stowage for see of all retail
stock and its other property, as well as all property belonging to HA or the
Owners which Concessionaire uses to perform its obligations hereunder. Upon
termination of this Agreement, if no payments are due from Concessionaire to HA,
HA will give Concessionaire a release and Concessionaire will promptly remove
its property from the Vessel, including its retail stock.

31. Concessionaire will create no unseaworthy conditions in the
performance of its obligations hereunder.

32. Concessionaire will care for the property of a Vessel utilized
by Concessionaire in performance of its obligations hereunder in a careful,
efficient and businesslike manner.

33. Concessionaire will comply with all laws and regulations
(including but not limited to tax laws and regulations) of all governmental
authorities having jurisdiction, relating to immigration, repatriation and its
operations hereunder.

34. Concessionaire may require structural, electrical, plumbing or
other utility changes on the Vessel but such changes will be made by HA only at
its discretion and for the account of Concessionaire.

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<PAGE> 16
35. A. Concessionaire will, at its own expense, repair as well as
replace when necessary, all of HA's and any Owner's property which is damaged by
Concessionaire's employees, over and above normal wear and tear.

B. Concessionaire shall be responsible for installation and
maintenance at its own expense of tasteful interior decoration of all areas used
by passengers in availing themselves of goods marketed by Concessionaire aboard
a Vessel, but all plans for altering the interior decorations of those areas,
including but not limited to the existing interior decorations, shall be
submitted to HA for its approval prior to implementation. Such approval shall
not be unreasonably withheld. In addition, Concessionaire shall undertake
replacement or refurbishment at its own expense of areas whose interior
decorations are designated by HA, from time to time, as reasonably requiring
replacement or upgrading, to maintain the general standard in existence on the
Vessel.

Other HA Obligations

37. HA shall furnish Concessionaire with one or two safe deposit
boxes in the office of the Purser on a Vessel.

38. HA shall coordinate stevedoring services for Concessionaire
with such services required by HA and other concessionaires, but Concessionaire
shall be responsible for its own stevedoring costs.

39. HA shall furnish concessionaire with reasonable radio and
telephone communications at cost.

40. HA will furnish at its own expense on board laundry services
(but not dry cleaning) for Concessionaire's employees.

Complaints

41. All complaints by passengers, officers, staff and crew arising
from Concessionaire's sales and service will be referred by HA to
Concessionaire's shop manager on the Vessel involved. If any such complaint
cannot be amicably resolved within 21 days, Concessionaire agrees to propose to
the complainant that the matter be referred to arbitration, and if the
complainant consents to the proposal, Concessionaire will submit the complaint
to arbitration under the Consumer Arbitration Rules of the American Arbitration
Association, with

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<PAGE> 17
the arbitration hearings and other proceedings to be held in Miami, Tampa, Los
Angeles, San Francisco, Seattle or New York, at the complainant's option.

Insurance

42. A. HA agrees at its own expense to provide and maintain marine
hull and machinery and war risk hull and machinery insurance covering the Vessel
with first class marine underwriters, and this insurance shall be endorsed to
designate HA as the loss payee.

B. In the event that Concessionaire or its personnel cause in whole
or in part any loss or damage covered by this insurance, or which would have
been covered by this insurance but for a commercially reasonable deductible (not
to exceed $5,000,000) in the insurance policy, Concessionaire agrees to
reimburse HA for the amount of the deductible applicable in such loss or damage.

C. HA and the Owners shall have no further right of recovery from
Concessionaire for loss or damage covered by such insurance, or on account of
payments made to discharge claims against or liabilities of the Vessels, HA or
the Owners covered by such insurance.

43. HA and the Owners shall have no obligation to provide
protection and Indemnity insurance coverage for Concessionaire. Concessionaire
agrees to obtain and maintain at its own expense insurance to defend and cover
its liability, if any, and HA's and the Owners' liabilities, if any, for:

A. maintenance and cure as well as personal injury or death claims
asserted by Concessionaire's employees or their estates;

B. claims of passengers or other third parties arising out of or in
connection with Concessionaire's operations or the actions of Concessionaire's
employees; and

C. repatriation, loss of personal effects and other costs to
employees (including, without limitation, burial costs) in the event of death,
casualty or termination of a voyage.

Such insurance shall be in form, in amounts, with carriers and on terms
satisfactory to HA's Risk Management Department, shall name HA as an additional
insured and shall waive subrogation against HA, the Vessels and the Owners.
Concessionaire shall provide HA's Risk Management Department with a Certificate
of Insurance evidencing such coverage.

44. Concessionaire agrees to obtain and maintain, at its own
expense, insurance on the full value of all its property aboard the Vessel with
deductibles for its own account. Concessionaire shall not have any right of
recovery against HA or the Owners on account of loss or any damage to its
property whether or not covered by such insurance. Said insurance shall waive
subrogation against HA, the Vessels and the Owners.

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<PAGE> 18
Liens

46. HA shall have a lien upon all Concessionaire's property aboard
a Vessel for all sums due hereunder, which lien shall continue after delivery of
said property ashore wherever found.

Cruise Scheduling

47. Cruises shall be scheduled at the sole discretion of HA who
will promptly furnish Concessionaire with an initial cruise and overhaul
schedule as well as all changes therein. Concessionaire shall have no claim
against HA for loss or damage arising from delay, lay up or schedule changes of
a Vessel.

Promotional Literature

48. Concessionaire shall not circulate any photographs for
promotional purposes without prior written consent of the persons or owners of
the property which are the subject of the photographs.

49. Concessionaire shall not issue any publicity or press releases
identifying HA or a Vessel without the prior written consent of HA.

Inventory

50. At every drydocking of a Vessel, Concessionaire and HA shall
inventory all of HA's property which Concessionaire is using in the performance
of its obligations on such Vessel.

Change of Status

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<PAGE> 19
for the duration of the charter, rather than terminated. Concessionaire
acknowledges that HA has already advised Concessionaire of HA's intent to remove
the ss Rotterdam from passenger service effective September 30, 1997 as well as
HA's intent to operate what is referred to in this Agreement as the "ms
Rotterdam VI" under the name "ms Rotterdam."

52. In its sole discretion, HA may, at any time: (i) change
registry of a Vessel; (ii) transfer ownership of a Vessel to any affiliate of
HA; or (iii) bareboat charter a Vessel to any affiliate of HA. Any such
occurrence shall not terminate the term of this Agreement as to that Vessel or
otherwise modify the rights and obligations of the parties under this Agreement
as to that Vessel.

53. In its sole discretion, HA may change its own name or the name
of a Vessel at any time.

Force Majeure

55. Except as otherwise provided herein, HA shall not be liable to
Concessionaire for delay, destruction, loss or damage occasioned by an Act of
God, Act of War, public enemies, government restrictions, perils of the sea,
quarantine, fire, strikes, lockouts, labor disputes, civil commotions, seizure
or arrest of the Vessel, robbers, riots, thieves, barratry, collision,
negligence in the navigation or management of a Vessel, explosions, torts of
third parties, unseaworthiness, delay in sailing, prolongation of voyage,
deviation, any act, omission, fault or negligence of any passenger, officer,
staff member or crew member or any cause whatsoever beyond HA's control, whether
of the kind hereinabove enumerated or not.

General Average and Salvage

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<PAGE> 20
the payment of any sacrifices, losses or expenses of a general average nature
that may be made or incurred and shall pay salvage in respect to
Concessionaire's property.

58. Concessionaire shall not be entitled to participate in earned
salvage.

Both to Blame Collision Clause

59. If a Vessel comes into collision with another ship as a result
of the negligence of the other ship, and any act, neglect or default for which,
or for the consequences of which, HA and the Owners are not responsible to
Concessionaire, by statute or contract or otherwise, Concessionaire shall
indemnify HA and the Owners and hold them harmless from and against all loss or
liability to the other ship or her owners insofar as such loss or liability
represents loss of or damage to or any claim whatsoever of Concessionaire, paid
or payable by the other ship or her owners to Concessionaire and set off,
recouped or recovered by the other ship or her owners as part of their claim
against the Vessel or HA or the Owners. The foregoing provisions shall also
apply where the owners, operators or those in charge of any ship or ships or
objects other than or in addition to, the colliding ships or objects are at
fault in respect of collision or contact.

Records and Inspections

60. HA or its duly authorized representative shall be entitled to
inspect Concessionaire's relevant books and records at any reasonable time or
times upon written notice to Concessionaire in order to verify the adherence by
Concessionaire to the quality standards required by Article 5 and to safeguard
HA's rights hereunder. Concessionaire or its duly authorized representative
shall be entitled to inspect a Vessel's log books and, at its own expense, to
have an audit performed with respect to passenger days on the Vessels, in order
to verify amounts due under Article 6.

61. A. HA or its duly authorized representative shall be entitled
to inspect Concessionaire's inventories and equipment on a Vessel at any
reasonable time or times upon notice to Concessionaire's shop manager in order
to verify the adherence by Concessionaire to the quality standards required by
Article 5.

B. In addition, HA or its duly authorized representative shall
be entitled to inspect Concessionaire's operations on a Vessel at any reasonable
time or times without notice and without identification of the inspector in
order to verify the adherence by Concessionaire to the quality standards
required by Article 6.

Indemnity

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<PAGE> 21
Concessionaire's operations, property, and services, or out of any act, omission
or neglect of Concessionaire or Concessionaire's employees, including, without
limitation, legal fees incurred in relation to such claims, suits, fines and
liens. If a suit or proceeding should be begun against a Vessel, or if a Vessel
is otherwise levied against or taken into custody by virtue of legal proceedings
in any court because of such lien or claim, Concessionaire shall within 24 hours
thereafter cause such Vessel to be released on bond or otherwise. In HA's or an
Owner's discretion, HA or the Owner may act to secure release of such Vessel on
bond or otherwise and Concessionaire shall reimburse and indemnify HA and the
Owner for the cost of obtaining the Vessel's release, including, without
limitation, bond premiums as well as HA's and the Owner's legal fees in
arranging such release.

Termination by Withdrawal, Requisition or Labor Dispute

63. Upon 90 days written notice to Concessionaire, HA may in its
sole discretion withdraw a Vessel from the cruise trades covered by this
Agreement and upon such withdrawal, the term of this Agreement shall terminate
as to such Vessel provided, however, as to withdrawals for a duration that will
not extend beyond the term of this Agreement, Concessionaire shall have the
right to cause the term of this Agreement to merely be suspended as to such
Vessel for the duration of the withdrawal, rather than terminated.

64. Upon requisition for title or use of Vessel by any government,
including but not limited to the United States of America, the term of this
Agreement shall terminate immediately as to such Vessel provided, however, as to
requisitions for a duration that will not extend beyond the term of this
Agreement, Concessionaire shall have the right to cause the term of this
Agreement to merely be suspended as to such Vessel for the duration of the
requisition, rather than terminated.

65. If a Vessel shall be prevented from sailing with or without
passengers by a strike, lockout or labor dispute arising from Concessionaire's
operations, upon the request of HA, Concessionaire will close down its
operations, remove its personnel and property from such Vessel, and take all
similar action necessary to effect removal of the picket line. If the strike,
lockout or labor dispute persists for more than 3 days, then HA may thereafter
give Concessionaire 4 days written notice of an intention to terminate the term
of this Agreement as to all Vessels or solely as to such Vessel (in the
discretion of HA) and if the strike, lockout, or labor dispute is not resolved
within that 4 day period, the term of this Agreement shall so terminate;
provided that if the strike, lockout or labor dispute is resolved within that 4
day period, the term of this Agreement shall not be terminated.

Default

66. If during the term of this Agreement, and any extensions
thereof, any one or more of the following events ("Events of Default") shall
occur:

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<PAGE> 22
A. Concessionaire or HA shall fail to perform or comply with any
one or more of its covenants, duties or obligations hereunder or shall violate
any one or more of the prohibitions imposed upon it under this Agreement or one
or more of the warranties shall be breached, and the failure, violation or
breach shall continue, after written or telegraphic notice of the failure,
violation or breach is given to the offending party for an additional fourteen
(14) days or, in exigent circumstances, a reasonable period of time, whichever
is shorter; or

D. An order, judgment or decree shall be entered against either
party, and without the application, approval or consent of the other party, by
any court of competent jurisdiction, approving a petition seeking reorganization
of either party or appointing a receiver, trustee or liquidator or it or of all
or a substantial part of either party's assets;

66A. As used in this Article 66A, the terms "COB System,"
"Shipboard Shop's Staff Required Rating," and "Excluded Sailings" have the
meanings specified in Article 6(D). If under the COB System, Concessionaire is
unable to maintain an average Shipboard Shop's Staff rating that is equal to or
better than the Shipboard Shop's Staff Required Rating on any Vessel (with
averages to be determined on a calendar month basis giving consideration to all
sailings ending during the month other than Excluded Sailings), HA may notify
Concessionaire of the deficiency (a "Deficiency Notice"). Upon receipt of a
Deficiency Notice, Concessionaire shall promptly implement such changes as may
be necessary to improve the deficient ratings. If the Shipboard Shop's Staff
rating is not improved to an average equal to or greater than the Shipboard
Shop's Staff Required Rating within 90 days after the Deficiency Notice from HA
or,

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<PAGE> 23
having been improved, is not thereafter maintained at or above an average equal
to or greater than the Shipboard Shop's Staff Required Rating, HA may terminate
the term of this Agreement as to the Vessel on which the deficient ratings are
continuing by notice to Concessionaire. The determination of whether
Concessionaire has improved the ratings sufficiently to preclude HA from
exercising this right of termination shall be made with reference to the average
Shipboard Shop's Staff ratings for all sailings of the Vessel (other than
Excluded Sailings) ending during any calendar month selected by HA so long as
the month selected is not earlier than the month during which the 90-day period
referred to above in this Article 66A ends. In the event HA exercises this right
of termination, the term of this Agreement shall, on the termination date
specified in such notice, terminate as to such Vessel but shall remain in full
force and effect as to the remaining Vessels.

66B. No remedy or power referred to or given to a party in this
Agreement or otherwise existing is intended to be exclusive, but each shall be
cumulative and is in addition to, and may be exercised concurrently with, any
other remedy referred to herein or which may otherwise be available to that
party in law, equity or admiralty. Each and every power and remedy, whether
herein so given or otherwise existing, may be exercised from time to time and as
often and in such order as may be deemed expedient. No express or implied waiver
of any ground for exercising rights in connection with this Agreement shall be,
or be construed to be, a waiver of any further or subsequent ground. No delay or
omission in the exercise of any right or power or in the pursuit of any remedy
shall impair any such right or be construed to be a waiver of any further or
subsequent ground or of any default or as an acquiescence thereto.

HA May Cure; Expenses

67. Except as otherwise provided in Article 62, if Concessionaire
shall fail to perform or observe any of the terms of this Agreement, HA or an
Owner may, in its discretion and upon seven (7) day's written or telegraphic
notice to Concessionaire, do all acts and make all expenditures necessary to
remedy such failure, and Concessionaire shall promptly reimburse HA and the
Owner for any and all expenditures so incurred; provided that HA shall be under
no obligation to do any act or make any such expenditure nor shall the doing or
making thereof relieve Concessionaire of any such failure and default in that
respect.

Arbitration and Choice-of-Law

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<PAGE> 24
by the two so chosen; provided that if both parties appoint the same person to
be an arbitrator for a particular dispute, then that person shall act as a sole
arbitrator for that dispute. Arbitration shall be the exclusive method of
resolving differences and disputes between the parties. The decision of any two
of the arbitrators (or the sole arbitrator) shall be final and binding and any
relief deemed just and equitable may be granted, including but not limited to
attorneys fees and specific performance. Judgment may be entered upon any award
in any court of competent jurisdiction.

69. This Agreement shall be governed by the Federal statutory and
general maritime law of the United States, as well as, where appropriate, the
law of the State of Washington; excluding, however, all Federal and Washington
statutes applying to common carriage of passengers and cargo, such as but not
limited to the Harter Act and Carriage of Goods by Sea Act. In all instances the
Federal law shall take precedence over laws to the exclusion of all choice of
law rules which might otherwise be applicable in any particular forum, except to
the extent that circumstances would reasonably require application of the laws
of some other jurisdiction to resolve specific issues pertaining solely to
health and safety or to the mandatory requirements imposed by the law of the
state of a Vessel's registry.

Amendments and Miscellaneous

70. This written Agreement constitutes the entire agreement between
the parties; all prior negotiations, agreements and communications are merged
herein and superseded hereby; and there are no representations, warranties or
obligations by either party to the other concerning the subjects of this
Agreement except those herein set forth. The terms of this Agreement shall not
be waived, altered, modified, amended, or supplemented, in any manner
whatsoever, except by a written document duly executed by both parties hereto.

72. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns who are
authorized herein to succeed to the rights and duties of the parties by
assignment or otherwise.

73. Nothing in this Agreement shall operate to deprive HA, in whole
or in part, of any right to limit liability on the theory of personal contract
or otherwise.

74. Article headings are for convenience of reference only and
shall not be construed as part of this Agreement.

75. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or

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<PAGE> 25
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

If to HA:

Holland America Line - Westours Inc.
300 Elliott Avenue West
Seattle, WA 98119

Attn: Marine Hotel Department
Director, Hotel Operations
Fax: (206) 286-3274

If to Concessionaire:

Allders International (USA) Inc.
1510 S.E. 17th St.
Fort Lauderdale, FL 33316
Fax: (954) 764-3505

or to such other address as either party may from time to time designate by
notice to the other.

77. HA and Concessionaire each warrant to the other that no
brokers, agents or any third parties were involved in or played any part in the
negotiations of this Agreement and no commissions, finders fees or compensation
of any type is payable to any third party in connection with this Agreement.

78. The parties hereto agree that, during the term of this
Agreement, they shall use reasonable efforts to maintain the confidentiality of
all information, records, reports and other data as to the activities of the
parties under this Agreement, provided, however, that: (a) nothing contained
herein shall preclude disclosures, on a confidential basis, to affiliated
entities; and (b) each party acknowledges that confidentiality may be difficult
to maintain given the large number of people with access to such information,
records, reports and other data and that neither party shall have any liability
to the other so long as reasonable efforts were utilized to maintain
confidentiality.

79. Concessionaire represents, warrants, covenants and agrees that
it has not offered or made, nor will it offer or make, any payment (in cash, in
kind or otherwise) to any employee,

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<PAGE> 26
officer of director of HA or any of its affiliates (including officers or
crewmembers of any Vessel) that could be construed as being a bribe or
inducement to act or refrain from acting. If any such person shall solicit such
a payment from Concessionaire, Concessionaire shall promptly notify the
President of HA, by telefax, telefax No. (206) 284-8332.

IN WITNESS WHEREOF, HA and Concessionaire have executed this
Agreement the day and year first above written.

HOLLAND AMERICA LINE - WESTOURS INC.
As Agents for the Owners and Charterers
of the Vessels ss ROTTERDAM, ms NIEUW AMSTERDAM,
ms NOORDAM, ms WESTERDAM, ms STATENDAM,
ms MAASDAM, ms RYNDAM, ms VEENDAM, and
ms ROTTERDAM VI.

BY /s/ A. Kirk Lanterman
-------------------------------------------
A. Kirk Lanterman
President and Chief Executive Officer

ALLDERS INTERNATIONAL (USA) INC.

BY /s/ Nicholas G. Hall
-------------------------------------------
Nicholas G. Hall
---------------------------------------
Chief Financial Officer
---------------------------------------

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<PAGE> 27
AMENDMENT TO
CONCESSION AGREEMENT

AMENDMENT, dated and effective as of the 15th day of December, 1998, by
and between Holland America Line-Westours, Inc., a Washington corporation
("HA"), and Starboard Holdings Ltd., a Barbados corporation ("Starboard").

R E C I T A L S:

1. HA and Nuance Global Traders (USA) Inc. (f/k/a Allders International
(USA Inc.), a California corporation ("Nuance"), entered into that certain
Concession Agreement, dated as of January 18, 1996 (the "Agreement"), the terms
of which are incorporated herein by this reference. All terms defined in the
Concession Agreement shall have the same meaning herein as therein specified.

2. Nuance assigned its rights and obligations under the Concession
Agreement to Starboard, which assignment was consented to by HA pursuant to that
certain Consent to Assignment signed by HA on December 11, 1998 and by Starboard
on December 14, 1998. As a result, Starboard is now the Concessionaire under the
Agreement.

3. HA and Starboard desire to amend the Agreement including an
extension of the term of the Agreement. The parties acknowledge that, by virtue
of the term extension, the Agreement will also extend to three additional
Vessels that are now under construction: the Volendam (expected to be delivered
in July, 1999); the Zaandam (expected to be delivered in January, 2000) and the
Rotterdam VII (to be renamed and expected to be delivered in September, 2000).

4. The parties intend that this Amendment shall be effective as to all
sailings ending after the date first above written.

A G R E E M E N T S:
- - - - - - - - - - -

1. Section 2. Section 2 of the Agreement is amended by substituting
"November 30, 2004" for "November 30, 2001" in the first sentence following the
chart. The parties further agree that the effective date of this Agreement as to
each of the Volendam, Zaandam and Rotterdam VII will be the date when each
Vessel is placed in actual passenger service.

2. Section 3. Section 3 of the Agreement is amended to read in its
entirety as follows:

Either party shall have the right to terminate the term of this
Agreement prior to the expiration of the term above stated by giving at
least six (6) months advance
<PAGE> 28
notice to the other party, provided, however, such notice must include
all Vessels and further provided, however, if such notice provides for
a termination date prior to November 30, 2001, it must be given at
least twelve (12) months in advance.

3. Section 5(C). Section 5(C) of the Agreement is amended by adding the
following to the end thereof:

Upon request of HA, Concessionaire shall purchase, supply and sell in
the Vessels' shops arts, crafts and other merchandise manufactured or
created by Alaska Natives ("Alaska Native Items"). If requested by HA,
Concessionaire shall discount Alaska Native Items in order to promote
sales.

4. Section 5(K). Section 5(K) of the Agreement is amended to read in
its entirety as follows:

K. Concessionaire will, from time to time and as requested by
HA, prepare a list of merchandise then being offered in the Vessels'
stores that will be available for purchase at a discount to Vessel
officers and crew. Discount amounts and policies for officers and crew
will be determined by HA.

5. Section 6(A). Section 6(A) of the Agreement is amended to read in
its entirety as follows:

As used in this Agreement, the term "Sales Revenue" refers to the gross
revenues earned from sales by Concessionaire under this Agreement
determined without regard to any crew discounts requested by HA
pursuant to Section 5(K) and without regard to any discounts on Alaska
Native Items requested by HA pursuant to Section 5(C) but after
deducting Administrative Charges payable by Concessionaire under
Section 8 (i.e., the Sales Revenue is computed on the basis of the
original sales price before discounts). As used in this Article 6, the
"Specified Amount" shall be as follows:

Annual Period Specified Amount
------------- ----------------

Until 11/30/96 [*
12/1/96-11/30/97
12/1/97-11/30/98
12/1/98-11/30/99
12/1/99-11/30/00 ]
- --------

* This confidential portion has been omitted and filed separately with the
Commission.

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<PAGE> 29
12/1/00-11/30/01 [*
12/1/01-11/30/02
12/1/02-11/30/03
After 12/1/03 ]

As used in this Article 6, the "Specified Amount Effective Date" for
the Veendam, Rotterdam VI, Volendam, Zaandam and Rotterdam VII shall be
the date on which each Vessel is placed in actual passenger service and
as to all of the other Vessels shall be the earlier of: (i) the first
day of the first voyage that ends after December 1, 1996; or (ii) the
first day of the third voyage that ends after the first scheduled
drylocking of the Vessel following the date of this Agreement.

6. Sections 6(B). Section 6(B) of the Agreement is amended to read in
its entirety as follows:

(i) [*] of crew Sales Revenue from the Vessels; minus

(ii) the aggregate reduction in revenues as a result of crew
discounts requested by HA pursuant to Section 5(K).

The Percentage Amount shall equal the sum of:

(i) [*] of passenger Sales Revenue from the Vessels; plus

(ii) [*] of Sales Revenues from the Island Shop (as that term
is defined in Section 80 below); minus

(iii) the aggregate reduction in revenues as a result of
discounts requested by HA on Alaska Native Items pursuant to Section
5(C).

- ---------------

* This confidential portion has been omitted and filed separately with the
Commission.

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<PAGE> 30
The Guarantee Amount equals the Specified Amount per passenger per day
(excluding day of disembarkation). The determination of the applicable
Specified Amount shall be based on the annual period in which occurs
the last day of the voyage. If all voyages are not identical, the
rental fee calculation shall be determined using a weighted average
calculation. If the termination date of the term of this Agreement is
other than the last day of the annual period, the annual period shall
be deemed to end as of the termination date and all calculations shall
be made on the basis of the shortened annual period.

7. Section 8. Section 8 of the Agreement is amended by adding the
following to the end thereof: As to equal voyage, Concessionaire shall also pay
HA an administrative charge equal to [*] of all Concessionaire sales paid for by
credit or debit card plus [*] of all Concessionaire sales paid for other than by
credit or debit card ("Administrative Charges"). Administrative Charges do not
apply to Post-Voyage Sales. Administrative Charges are computed on actual
revenues (after all discounts). Administrative Charges are computed on actual
revenues (after all discounts). Administrative Charges are included in the
"other amounts due HA under this Agreement" for purposes of Section 10(D) and
10(E) of this Agreement.

8. Sections 10(A). Section 10(A) of the Agreement is amended to read in
its entirety as follows:

As HA under its "no cash" policy collects and holds all revenues
generated by Concessionaire on board and since all NSA Sales (as that
term is defined in Section 5(J) above) will be processed through HA's
credit card processing system, HA shall remit to Concessionaire, at the
end of each voyage, an amount computed as follows: (i) [*] of the Sales
Revenue for the voyage from Vessel sales (excluding Post-Voyage Sales);
plus (ii) [*] of the Sales Revenue for that voyage from Island Shop
sales, minus (iii) messing charges, Administrative Charges and other
unpaid amounts due to HA for that voyage. Credit card service charges
for on-board sales (including NSA Sales) shall be for the account of
HA. Credit card service charges for Post-Voyage Sales shall be for the
account of Concessionaire.

9. Section 10(C). Section 10(C) of the Agreement is amended by
substituting [*] therein.

10. Section 31. Section 31of the Agreement is amended by adding the
following to the end thereof:

- ---------------

*This confidential portion has been omitted and filed separately with the
Commission.

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information regarding Vessel passengers derived by Concessionaire in connection
with its performance under this Agreement (collectively, "Customer Lists") are
and shall remain at all times the exclusive property of HA. The Customer Lists
represent a special, valuable and unique asset of HA that has been developed at
considerable expense to HA. Accordingly, Concessionaire agrees that it shall not
disclose or furnish to any third party any Customer Lists during or after the
term of this Agreement, other than with HA's express written consent, which may
be withheld in HA's sole discretion. Concessionaire further agrees to use the
Customer List information solely for the purpose of fulfilling orders and
completing transactions arising under this Agreement and will not use the
Customer List information for any other business operated by it or its
affiliates. Upon termination of this Agreement, or at such other times upon HA's
request, Concessionaire will return to HA all Customer Lists or any information
related thereto. Concessionaire recognizes that any violation of this Section
shall cause HA substantial and irreparable harm and shall entitle HA to seek
immediate injunctive relief, in addition to such other remedies afforded by law
or equity. The obligations under this Section shall survive the expiration or
termination of this Agreement.

11. Section 80. A new Section 80 is added to the Agreement to read in
its entirety as follows:

80. This section relates to operations on Little San Salvador,
an island in the Bahamas (the "Island") that HA and its affiliates are
using as a port of call for the Vessels. The Island is owned by HAL
Properties Limited ("HPL"). For purposes of this Agreement: (i)
Concessionaire shall have the same obligations to HPL as it does to
Owners; (ii) HPL shall have the same rights and obligations as Owners;
and (iii) HA shall be considered to be acting as agent for HPL. HPL has
built one shop on the Island that will be open while Vessels are
calling at the Island (the "Island Shop"). As part of its operations
under this Agreement, Concessionaire has agreed to operate the Island
Shop, subject to the following:

a. Merchandise To Be Sold: The merchandise that can be sold at
the Island Shop is limited to: (a) high quality, upscale Bahamian arts
and crafts; (b) merchandise that includes the Trademarks; and (c) film,
sunscreen and similar sundries for passenger use while on the Island.
Concessionaire is not authorized to sell any merchandise in the Island
Shop that would be in direct competition with the merchandise being
sold by Bahamian vendors on the Island. For these purposes, merchandise
that includes the Trademarks will not be considered in direct
competition with similar merchandise that does not include the
Trademarks.

b. Standards and Procedures. All standards and procedures
applicable to the operation of the retail shops on the Vessels
(including, without limitation, those provided for in Section 5(J) of
this Agreement) shall apply to the operation of the Island Shop.

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c. Staffing: The Island Shop will be staffed by
Concessionaire's employees from the Vessel that is calling at the
Island. At least two employees will be on duty at the Island Shop
during the hours published for tender service to/from the Island.

d. Customers, Duties, Stamp, Taxes, Etc.: Concessionaire is
solely responsible for the payment of all customs duties, stamp taxes,
business license fees and any other taxes or other levies imposed by
the Commonwealth of the Bahamas with respect to any aspect of the
operation of the Island Shop.

12. No Other Amendments. Except as above provided, the Agreement shall
remain in full force and effect in accordance with its original terms.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.

STARBOARD HOLDINGS LTD. HOLLAND AMERICA LINE-WESTOURS INC

By: /s/ J.P. Miguel By: /s/
----------------------------- ------------------------------
Its President Its President and COO
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