HiltonFamily.com Internet Program Distribution Agreement

WITNESSETH:

A. SERVICES: For the term of this Agreement, Hilton grants Internet Distributor a nonexclusive, revocable license to access HiltonFamily.com through the links approved by Hilton (the "Licensed Materials") solely in accordance with the terms of this Agreement, for the sole purpose of identifying Internet Distributor site as a Hilton Internet Distribution Program (the "Program") participant and to assist in generating Program transactions. Internet Distributor must use Converseon, Inc., a Delaware corporation and an independent third party with which Hilton has contracted to provide certain Program services, to serve all links used by Internet Distributor in the Program. Internet Distributor agrees to comply with the Program requirements set forth herein and in Hilton's Program requirements, as they may be amended by Hilton from time to time in Hilton's sole discretion and posted on the Program Site. Customers who book rooms through this Program will be deemed to be customers of Hilton and HiltonFamily.com, without affecting their status as an Internet Distributor customer. Accordingly, all HiltonFamily.com rules, policies, and operating procedures will apply to those customers with respect to their transactions at HiltonFamily.com.

Except as expressly granted in this Agreement, Internet Distributor shall have no other rights of any kind in regards to HiltonFamily.com, Hilton's services, Hilton images, messages, codes, trade names and trademarks, and all other intellectual property (the "Hilton Intellectual Property"). Internet Distributor acknowledges and agrees that this Agreement merely permits Internet Distributor to provide an approved link to HiltonFamily.com and does not permit Internet Distributor to sell, re-sell or distribute any rooms in Hilton hotels in any way, or to display any other information about Hilton or its owned, managed and/or franchised hotels, including without limitation room prices or terms of sale. Internet Distributor agrees to observe Hilton's exclusive rights as to the Hilton Intellectual Property within all pay-for-placement and other search engines.

B. TERMS OF PAYMENT: Internet Distributor will be paid a percentage fee for each consumed booking referred by Internet Distributor to HiltonFamily.com under the Program terms each month according to Hilton's standard Program terms. Hilton and/or each participating hotel shall not be responsible for payment of the percentage fee to Internet Distributor, to the extent that Hilton and/or each participating hotel have paid such percentage fee to Web Service Provider. The applicable percentage fee, as it may be changed from time to time by Hilton, in its sole discretion, will be set forth on the Program Site. Internet Distributor acknowledges and agrees that Hilton and/or each participating hotel has the right to determine, in its sole and absolute discretion from time to time, what room transactions are commissionable and what commission shall be payable. In some instances, commissions will not be paid on rooms offered as special or discounted rates/promotions (see FAQ at www.hiltondistribution.com/faq.php) Hampton Inn/Hampton Inn and Suites will pay commission on all commissionable rates for a length of stay up to 5 nights. Embassy Suites will pay up to for a length of stay up to 7 nights. Homewood Suites will pay for a length of stay up to 14 nights. For a reservation made at a commissionable rate which are then changed by the guest to another commissionable rate, commission shall be payable on the amended reservation/rate. Further, bookings at non-participating hotels outside the continental United States may or may not be commissionable. Payment terms will be set forth from time to time on the Program Site.

As used herein a "consumed booking" means a hotel reservation resulting in a paid stay (which at Hilton's option may include guaranteed no-show bookings), excluding: (i) amounts collected for sales taxes, duties, handling, and similar charges, (ii) .05% of the total amount of each transaction for amounts due to suppliers due to credit card fraud and bad debt, and (iii) .25% of the total amount of each transaction for credits due to suppliers for cancellations or returns. Such amounts set forth above in items (i) - (iii) may also be utilized for Program costs.

C. TERM: The term shall be 365 days beginning on the date Hilton accepts the Application ("Effective Date") and shall be renewed automatically for an additional 365 days, provided that either party may terminate this Agreement at any time by notice given according to the procedures set forth below. Hilton will evaluate the Application and notify Internet Distributor of Internet Distributor's acceptance by assigning a unique ID number to Internet Distributor. If the Application is rejected, no ID number will be assigned. Hilton may reject Internet Distributor's application in its sole discretion. Upon acceptance to the Program, a unique ID number will be assigned to Internet Distributor. This ID will be used to track all bookings.

D. INTENTIONALLY OMMITTED. BY APPLYING FOR THE HILTON PROGRAM AND CLICKING ON THE "ACCEPT" BUTTON INTERNET DISTRIBUTOR IS SIGNIFYING ITS AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF (i) THIS AGREEMENT, AND (ii) THE HILTON SITE USAGE AND INFORMATION AGREEMENT, TO THE SAME EXTENT AS IF IT HAD PERSONALLY SIGNED THIS AGREEMENT AND THE HILTON SITE USAGE AND INFORMATION AGREEMENT. IF HILTON REJECTS APPLICATION, APPLICANT MAY RE-APPLY TO THE PROGRAM.

STANDARD TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR STATUS: During the term hereof and thereafter, Internet Distributor and family members of Internet Distributor and any and all of its subcontractors, agents, servants, licensees, invitees or employees, and any other person claiming by, under or through Internet Distributor to any extent ("Internet Distributor Parties") shall not be entitled to receive and shall not be eligible for any benefits of employment generally available to Hilton's employees or their family members, including without limitation, group health, life and disability insurance benefits, annual vacation and sick pay benefits, pensions plans, thrift savings plans, or the like, as such benefits may be modified from time to time. All payments, if any, received hereunder by Internet Distributor shall be reported by Internet Distributor on its federal and state tax returns as consideration for Internet Distributor's services hereunder as an independent contractor. Internet Distributor acknowledges and agrees that Internet Distributor is solely responsible and liable for the filing of all tax returns and the payment of all taxes, contributions, and other payments relating to Internet Distributor's business and services. Hilton will not deduct, withhold or pay (unless legally required to do so), and Internet Distributor shall be solely responsible for, U.S. FICA, FUTA, Medicare or federal, state or local income, employment, or wage taxes, workers' compensation insurance premiums, state disability insurance, unemployment benefit insurance, or any other payments that are ordinarily submitted or withheld by an employer on behalf of an employee (including without limitation any penalties or fines which may be assessed at any time). Hilton shall report payments to Internet Distributor hereunder to the IRS as payments to an independent contractor and Internet Distributor shall be solely responsible for all reporting and record keeping requirements applicable to independent contractors. If Internet Distributor desires any such insurance or benefits for itself or Internet Distributor Parties, Internet Distributor must obtain such insurance or benefits itself at its own cost and expense. Internet Distributor acknowledges and agrees that Internet Distributor is solely responsible for performance of all duties, obligations and responsibilities as an employer of individuals hired or retained by Internet Distributor to provider services to Hilton, including, but not limited to, recruitment, interviewing, hiring, maintenance of personnel records, compliance with Form I-9 Employment Eligibility Verifications, drug testing, payment of wages, setting wage rates and supervision.

2. FEES & EXPENSES: Internet Distributor shall be solely responsible for out-of-pocket expenses incurred in connection with its services hereunder, including travel expenses, food, and lodging. Internet Distributor will be solely responsible and liable for all other costs of conducting and operating its business and providing its services hereunder, including expenses directly related to services provided to Hilton.

3. REPRESENTATIONS AND WARRANTIES OF INTERNET DISTRIBUTOR: Internet Distributor represents and warrants that there are no agreements or arrangements, whether written or oral, that would be breached by Internet Distributor upon execution of this Agreement or that would impair or prevent Internet Distributor from rendering the services to Hilton during the term hereof, and Internet Distributor further represents, warrants, covenants and agrees that it has and will maintain throughout the term hereof all qualifications required to perform its services hereunder, and that it has not made and will not make any commitment or do any act in conflict with this Agreement. Internet Distributor shall promptly provide Hilton with all information reasonably requested by Hilton or its Compliance Committee with respect to Internet Distributor and its Internet Distributors including their respective officers, directors or shareholders. The information requested may include but not necessarily be limited to financial condition, personal and family background, litigation, indictment, criminal proceedings and the like in which any of the aforementioned may have been involved (collectively, the "Requested Information"), in order for Hilton to determine that the Requested Information does not disclose any fact which might adversely affect, in any manner, any gaming licenses or permits held by Hilton or its Internet Distributors or the current stature of Hilton or its Internet Distributors with any gaming commission, board or similar regulatory agency.

Internet Distributor further represents and warrants to Hilton that to Internet Distributor's actual or constructive knowledge: (1) neither Internet Distributor (including its directors and officers), nor any of its Internet Distributors, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders or, to Internet Distributor's knowledge, the funding sources for any of the foregoing either is identified on the list of "Specially Designated Nationals or Blocked Persons" ("SDNs") maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC); (2) neither Internet Distributor nor any of its Internet Distributors, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo or economic or trade sanctions by the United States government, (3) neither Internet Distributor nor any of its Internet Distributors, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders is acting on behalf of a government of any country that is subject to such an embargo, and (4) neither Internet Distributor nor any of its Internet Distributors, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders is involved in business arrangements or otherwise engaged in transactions with countries subject to economic or trade sanctions imposed by the United States government. Internet Distributor agrees that it will notify Hilton in writing immediately upon the occurrence of any event which would render the foregoing representations and warranties of this provision incorrect. Notwithstanding anything to the contrary in this Agreement, no transfer (including the sale, lease, assignment or transfer in any way of any direct or indirect interest in this Agreement or direct or indirect interest in Internet Distributor) shall be made to a Specially Designated National or Blocked Person (as herein defined below) or to an entity in which a Specially Designated National or Blocked Person has an interest. For purposes of this Agreement, "Specially Designated National or Blocked Person" means (i) a person or entity designated by the U.S. Department of Treasury's Office of Foreign Assets Control from time to time as a "specially designated national or blocked person" or similar status, (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001, or (iii) a person or entity otherwise identified by government or legal authority as a person with whom Hilton is prohibited from transacting business. As of the Effective Date, a list of such designations and the text of the Executive Order are published under the internet website address www.ustreas.gov/offices/enforcement/ofac.

4. NON-AGENCY, ADVERTISING, NO USE OF NAMES: Internet Distributor shall not at any time represent that it is employed by Hilton, or that it is authorized to make any contracts, agreements or obligations on behalf of Hilton or any of its Internet Distributors, any Hilton hotel or owners thereof, and Internet Distributor shall not take any actions on behalf of Hilton or in Hilton's name. Internet Distributor hereby covenants and agrees not to use Hilton names, or any variation thereof, or the names "Hilton," "Hampton", "Homewood", "Doubletree", "Conrad", or "Embassy" or the stylized "H" or other logotypes, trademarks, service marks, trade names or other Hilton Intellectual Property now or hereafter used by Hilton or its Internet Distributors, subsidiaries, Hotels or their owners, and shall not use any "metatags", "scumware", "spyware", search word preference or any other service that results in Internet Distributor being referenced in regard to Internet searches for such marks, attracts Internet users to its web sites, call centers or other services, or otherwise use any such marks, directly or indirectly, in any way in connection with any of Internet Distributor's business or operations, without the prior written approval of Hilton (except those items posted on the Program Site that have been pre-approved by Hilton to be used as creative by Internet Distributors, for which written approval is not required) and, in the event of such approval, only in the manner and at such times as shall be prescribed in such approval. Internet Distributor shall not modify the Licensed Materials or any associated code (e.g. HTML) in any way. Internet Distributor shall not utilize or distribute software downloads that potentially enable diversions of commission from other Internet Distributors in the Program. Internet Distributor shall not use any e-mail or search engine marketing to promote Hilton or Internet Distributor's participation in the Program. Internet Distributor shall not claim to be Hilton in any pay-for-placement and other search engines. Internet Distributor agrees to comply with the requirements of the CAN-SPAM Act of 2003 (the .Act.) in its distribution of email that contains messaging regarding HiltonFamily.com. Subject to the foregoing, Hilton hereby gives Internet Distributor the right, solely for the purposes of marketing and obtaining reservations for Hotels under this Agreement, to use Hilton names, subject to Hilton's right to disapprove particular uses at any time and from time to time, including, without limitation, approval of any and all advertising referencing such marks.

Internet Distributors will be removed from the Program and forfeit any pending compensation if they are utilizing or distributing software downloads that potentially enable diversions of compensation from other Internet Distributors in the Program.

If Internet Distributor violates any of the terms of this Section 4, Hilton may terminate this Agreement (in accordance with Section 8 below) and reserves the right to charge back, and/or disallow any and all compensation.

5. CONFIDENTIALITY: Internet Distributor acknowledges that it may obtain or develop information or materials (including without limitation this Agreement) from Hilton and/or others, without warranty or representation of any kind, which Hilton considers or which Internet Distributor should consider proprietary and confidential to or of independent economic value to Hilton, actual or potential, regardless whether otherwise protectible under any law, and regardless of protection, markings or dissemination ("Confidential Information"). Internet Distributor covenants and agrees that all Confidential Information will be considered, deemed and protected as proprietary and confidential to Hilton. Internet Distributor will not disclose or permit inevitable disclosure of Confidential Information by any Internet Distributor Party (including without limitation storage or transmission in any electronic medium now known or hereafter developed), it will not allow or permit any Confidential Information to be corrupted or infected or misappropriated or used except and solely to Hilton's right, title, interest and benefit, and Internet Distributor shall execute such further instruments as Hilton may require to carry out these covenants and agreements. Both parties agree that the restrictions herein are mutually agreed to be and shall be deemed to constitute reasonable efforts to maintain its confidentiality.

6. COMPLIANCE WITH LAWS, LICENSES AND REGULATIONS: Internet Distributor shall comply with all applicable laws, codes, regulations, ordinances and rules with respect to the work to be performed and the equipment or materials to be furnished hereunder promulgated by Hilton and any and all federal, state, municipal or other legislative bodies, courts or agencies having jurisdiction over the business of Internet Distributor, over services of the nature of the services provided hereunder. Internet Distributor shall, at its expense, procure and maintain all permits or licenses which may be required at any time in connection with the performance of the services.

7. ASSIGNMENT, SUBCONTRACTING: Internet Distributor may not assign or encumber this Agreement or any rights of Internet Distributor hereunder nor delegate or subcontract any performance or other obligations hereunder without the prior written consent of Hilton and compliance with all other terms and conditions herein. Internet Distributor may from time to time recommend additional Internet Distributors, but Hilton shall have no obligation to contract with any such Internet Distributor. Hilton may assign this Agreement or any rights, obligations or benefits hereunder to any party, including without limitation its owners, successors or Internet Distributors, whether now in being or formed at some future time. This Agreement is by and between Hilton and Internet Distributor and there are no third party beneficiaries to this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

8. TERMINATION: Pursuant to Section XIV of the Site Usage and Information Agreement, either Hilton or Internet Distributor may terminate this Agreement at any time, without cause, by sending notice to the other party as provided below. Notwithstanding any such termination of this Agreement, the rights acquired or obligations incurred by the parties thereto prior to such termination shall not be affected and Internet Distributor shall remain liable for any and all damages, consequential and otherwise, sustained by Hilton by reason of such termination or by reason of Internet Distributor's default or breach and Hilton shall have and retain unimpaired all pertinent rights and remedies, whether at law or in equity. Hilton shall be entitled to recover its reasonable attorney's fees, costs and disbursements in any action brought to enforce or interpret this Agreement. The right of Hilton to require strict performance and observation of any obligations hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing. Hilton and Internet Distributor intend that this Agreement govern relations between them in regard to the services and products that Internet Distributor is agreeing to provide to Hilton, including customary and reasonable foreseeable risks related to those services and products, and Hilton's payments to Internet Distributor, but that it is not intended to govern or limit areas beyond the scope of the services and products. Both Hilton and Internet Distributor have considered those kinds of risks in agreeing to the scope of Internet Distributor's services and the amounts that Hilton is required to pay for them, and both agree that these payments do not reflect unusual or unforeseeable risks that could arise even if Internet Distributor diligently performs its services and provides its products. Accordingly, both agree that, while they intend and agree that Internet Distributor, and not Hilton, is liable for reasonably foreseeable damages that it might cause Hilton if it is not diligent and for all damages for actions clearly outside the scope of the parties' intent (e.g., gross negligence, intentional misconduct, etc.), it is not liable to Hilton under this Agreement to the extent damages relate to unusual or reasonably unforeseeable risks while it is acting diligently. Accordingly, subject to these agreements and without limitation on Internet Distributor's representations, warranties, indemnities or insurance obligations, both agree as follows: EXCEPT FOR GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, PERSONAL INJURY, PROPERTY DAMAGE, INDEMNIFIED CLAIMS, OR CLAIMS THAT ARE OR SHOULD BE COVERED BY INSURANCE THAT INTERNET DISTRIBUTOR CARRIES OR IS REQUIRED TO CARRY, IN NO EVENT SHALL INTERNET DISTRIBUTOR BE LIABLE FOR ANY UNFORESEEABLE DAMAGES ARISING SOLELY FROM A BREACH OF ITS PROFESSIONAL OBLIGATIONS HEREUNDER EXCEPT AS MAY BE SPECIFIED HEREIN, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN CONTRACT.

9. REMEDIES: Internet Distributor acknowledges and agrees that Hilton's remedy at law for breach of Internet Distributor's obligations hereunder would be inadequate, and agrees and consents that temporary and permanent injunctive relief and/or specific performance may be granted in any proceeding which may be brought to enforce this Agreement without the necessity of proof of actual damage, in addition to all other remedies provided hereunder or available at law.

10. NOTICE: All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given on the date of service if (i)(a) telefaxed (transmission receipt received) to the telefax numbers of the parties listed below, (b) served personally on the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and properly addressed to the party at the address set forth below, or to any other address that a party may designate by written notice to the other party, or (c) sent by electronic mail.

Hilton notice information is as follows:

Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California 90210
E-Mail: [internet_distribution@hilton.com]

Internet Distributor notice information is as set forth in the respective Application.

11. PUBLIC COMMUNICATIONS: Internet Distributor shall not make or issue any public statement or announcement regarding the fact or the content of this Agreement, except, as HILTON shall agree in writing to such statement or announcement prior to its issuance. Internet Distributor agrees that, except as may be required by applicable law or regulation, it shall not use in advertising, publicity or otherwise, any information concerning this Agreement, the trademark, service marks, trade names or company names of HILTON, or disclose the terms and conditions of this Agreement without prior written consent of HILTON.

12. ENTIRE AGREEMENT: This Agreement, including any documents referenced herein, contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations. 13. MODIFICATION: Hilton may modify any of the terms and conditions contained in this Agreement, or any documents referenced herein, at any time in its sole discretion. Notification to Internet Distributor of any change by email or by posting a notice on this Agreement or the relevant document referenced in this Agreement of the date of such modification, at HILTON's sole option, shall be considered sufficient notice to Internet Distributor of such modification. If any modification is unacceptable to Internet Distributor, Internet Distributor's only recourse is to terminate this Agreement. Internet Distributor's continued participation in the Program following notice of a modification will constitute binding acceptance of the modification.

14. MISCELLANEOUS: In addition to the terms set forth in the Site Usage and Information Agreement, the following additional terms and conditions shall apply: neither party hereto shall be deemed to be the drafter of this Agreement and, if this Agreement is construed in any court or arbitration proceeding, said court or arbitrator shall not construe this Agreement or any provision hereof against either party as the drafter hereof. Internet Distributor is solely and directly responsible for prompt payment of any and all international, national, federal, state and local excise, sales, use, value-added, duty, tariff and all other taxes or charges imposed on any party related in any way to this Agreement or the services, now known or unknown and now imposed or hereafter imposed and hereby indemnifies and holds harmless the Indemnitees from any such impositions. Sections 1, 3, 4, 5, 7, 8, 9 and 10 of this Agreement and any other provisions hereof which expressly provide that they survive expiration or termination or which must survive expiration or termination in order to be fully operative shall survive the expiration or termination of this Agreement. WAIVER OF JURY TRIAL. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN THE PARTIES (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN THE PARTIES OR BETWEEN OR AMONG ANY OF THE PARTIES' OWNERS, INTERNET DISTRIBUTORS, OFFICERS, EMPLOYEES OR AGENTS. Any dispute between the parties arising out of or in connection with this Agreement or any alleged breach hereof shall first be promptly submitted for discussion and possible resolution by senior officers of Hilton and Internet Distributor. If within a period of thirty (30) days after submission of a disputed matter in accordance with this Section 14, the respective senior officers are unable to agree upon a resolution of such dispute, either party may give notice to the other party of its intention to pursue litigation. All negotiations pursuant to this Section 14 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.