I. INTRODUCTION

A. Cove Haven, Inc. is a Pennsylvania Corporation d/b/a Caesars Pocono Resorts (hereinafter "CPR"). CPR owns and operates the following Resorts in the Pocono Mountains in Pennsylvania: Cove Haven; Paradise Stream and Pocono Palace. Pursuant to the "Caesars Trademark License Agreement" dated December 30, 1999, Caesars World, Inc., a Florida corporation as Licensor, has licensed to Starwood Hotels and Resorts Worldwide, Inc., a Maryland corporation, the rights to use, through its subsidiary Cove Haven, Inc., a Pennsylvania corporation, certain "Caesars Marks" in the promotion, marketing, advertising and operation of various Starwood Pocono Resorts, including but not limited to those operated by CPR.

B. CPR also owns all rights in and to the following names and marks:

1. Caesars Pocono Resorts (Romanesque Letters)
2. Caesars Pocono Resorts (Block Letters)
3. Caesars Cove Haven Resort
4. Caesars Paradise Stream Resort
5. Caesars Forever Lovers Resort
6. Caesars Pocono Palace
7. The Roman Towers
8. The Champagne Towers by Cleopatra
9. The Champagne Towers from Rome
10. Champagne Glass Whirlpool Bath for Two
11. Cove Haven
12. Paradise Stream
13. Pocono Palace
14. Forever Lovers
15. Key Around Club
16. Cove Haven (Graphics with heart inside "o" of Cove)
17. Champagne Honeymoon Experience
18. Garden of Eden Apple Suite
19. Heart-shaped Tub for Two
20. Cove Fantasy
21. Cove Harbour
22. Harbour Towers
23. Juliette
24. Spa-Side Harborette
25. Diana's Oasis
26. The Fantasy Apple
27. Club Lodge
28. The Fairway

C. CPR also owns the copyrights in and to a large number of photographs of its Resort properties, graphics, pictorials, images and likenesses which it has used and continues to use in the promotion, advertising and marketing of its Resorts.

D. The marks, copyrights, rights of publicity and any other intellectual property rights referred to above in Paragraphs A-C shall be hereinafter referred to as "the Caesars Marks and other CPR Intellectual Property Assets."

E. These Guidelines are intended to set forth the specific Terms and Conditions by which any person, group or organization or other entity (hereinafter "IP User") may be permitted by CPR to utilize the Caesars Marks and other CPR Intellectual Property Assets in connection with the promotion, advertising and marketing of CPR Resorts.

F. Should IP User engage the services of others, such as affiliates, marketers, promoters and the like, IP User shall and hereby does guarantee that they also shall fully comply with these Guidelines in all respects and IP User agrees to be fully responsible to CPR for the compliance of any such persons so engaged.

G. Caesars Pocono Resorts expressly prohibits any use of our trademarks, trade names or brand names in metatags, keywords and/or hidden text. The use of our trademarks, trade names or brand names in metatags, keywords or hidden text constitutes trademark infringement, and the use of any of the foregoing for purposes of gaining higher rankings in search engines constitutes unfair competition. Linking to this Web Site, or any page or portion thereof, without the prior written consent of Caesars Pocono Resorts is expressly prohibited. Likewise, framing, in-line linking or other methods of association of the Caesars Pocono Resorts Web Site or its Materials with any other site, advertisement, link or other information or materials not originating from this Web Site is expressly prohibited.

II. CPR TRADEMARK AND NOMENCLATURE USAGE EXAMPLES - APPROVAL REQUIRED

A. Whenever an IP User in any way refers to the marks, names and/or resorts listed herein below, the following registration symbols, capitalization's, types, styles and colorations must be used exactly as set forth herein below:

1. Caesars Pocono Resorts (Romanesque Letters)
2. Caesars Pocono Resorts (Block Letters)
3. Caesars Cove Haven Resort
4. Caesars Paradise Stream Resort
5. Caesars Forever Lovers Resort
6. Caesars Pocono Palace
7. The Roman Towers
8. The Champagne Towers by Cleopatra
9. The Champagne Towers from Rome
10. Champagne Glass Whirlpool Bath for Two
11. Cove Haven
12. Paradise Stream
13. Pocono Palace
14. Forever Lovers
15. Key Around Club
16. Cove Haven (Graphics with heart inside "o" of Cove)
17. Champagne Honeymoon Experience
18. Garden of Eden Apple Suite
19. Heart-shaped Tub for Two
20. Cove Fantasy
21. Cove Harbour
22. Harbour Towers
23. Juliette
24. Spa-Side Harborette
25. Garden of Eden Plum
26. The Fantasy Apple
27. Club Lodge
28. The Fairway

B. All marketing, promotion and advertising materials utilized by any IP User which in any way contains or utilizes any Caesars Marks and/or other CPR Intellectual Property Assets must be submitted to CPR, reviewed by CPR and approved in writing by CPR prior to any printing or distribution of same by IP User. Such approval is within the sole discretion of CPR. Any and all costs associated with such advertisements, marketing or promotion utilizing the Caesars Marks and/or other Intellectual Property Assets of CPR are the sole responsibility of IP User and shall in no way ever be the responsibility of CPR.

III. INSTRUCTIONS FOR OBTAINING CPR APPROVAL FOR PROMOTION/MARKETING/ADVERTISING MATERIAL

A. If IP User intends to utilize advertising materials created by CPR or on its behalf, IP User must identify which ones IP User intends to use in connection and submit same to CPR for prior written approval. IP User may, if written approval is granted, use the trademark and nomenclature usage examples to customize its marketing/advertising material.

B. If, however, IP User intends to create or have created for it promotion/marketing/advertising material different from that supplied by CPR, IP User must submit to CPR precisely the art work, photographs and/or graphics which IP USER intends to use and in precise form on how IP User intends to use them so that they may be reviewed and possibly approved. IP User may only use photographs of the CPR properties supplied by CPR and not any others. No artwork or copy may in any way obliterate or cover up any of the CPR photographs and the photographs cannot be altered or overlapped in any way. The Copyright notice as follows "© Cove Haven, Inc. 2005" must be printed conspicuously below each CPR photograph, logo, map or design.

C. All such promotion/marketing/advertising materials including proposed advertising schedules and publication dates must be mailed or faxed to CPR for review and approval at least thirty (30) days prior to the date IP User intends to publicize or distribute same

D. Any promotion/marketing/advertising materials containing such Marks or Intellectual Property assets may not be used unless the IP User has obtained prior written approval from CPR. Any materials submitted and not approved must be resubmitted for final written approval prior to any publication or distribution.

E. Three (3) copies of the finished printed materials must be submitted within ten (10) days of the publication/distribution of such materials to CPR.

F. Such written approvals are for one use only unless otherwise specified in written approval but in no event longer than one year from the date of final approval. Attached hereto are samples of approved materials for your guidance.

IV. ADVERTISING AND MARKETING GUIDELINES FOR IP USERS

A. PRIOR APPROVAL

Any and all uses of the Caesars Marks and/or other CPR Intellectual Property Assets by any IP User are subject to prior written approval of CPR which must be obtained in accordance with the Attachment "A" entitled "Request for Marketing/Advertising Material Approval."

B. GENERALLY - FOR ALL MARKETING/ADVERTISING/PROMOTION MATERIAL - IP USER MUST:

1. Clearly indicate that IP User is offering a CPR vacation and that the consumer should contact your agency to book. This can be done by making your agency name significantly larger than the name, placing your telephone number and address directly under your agency name, and/or by graphically separating your agency information from the ad copy.
2. Use the caption CPR with all CPR photos, logos and maps.
3. Use CPR provided Resort photos alone, in a series, or in a montage where a CPR photo is equal to, but not greater than, the size of other photos.
4. Use copy provided by CPR.
5. Use CPR provided Resort photos and other materials only on pages featuring CPR packages.
6. Use CPR provided photos, logos and maps on page promoting packages and/or ticket sales.
7. Use CPR Resort names and logos alone or in a montage where CPR logo is equal to, but not greater than, the size of other logos, and not in close proximity to the others.
8. CPR references in headlines or sub-headlines on CPR dedicated pages or brochures should be a logo, or in italic type, subject to Trademark and Nomenclature Usage Examples.
9. CPR references in body copy or captions should be in boldface or italic type, subject to Trademark and Nomenclature Usage Examples.
10. IP User shall at all times faithfully reproduce the type, style, design, coloration and appearance of all Caesars Marks and other intellectual property assets.
11. All of CPR Resort prices are established and maintained by CPR. IP User is not permitted to quote/communicate any such prices to customers/potential customers without the specific, written prior approval of CPR. At no time shall IP User promote/market/advertise that any CPR prices offered by or through IP User are better than those available directly through CPR or in way state or imply that IP User's prices are the best available.

C. ADDITIONAL REQUIREMENTS FOR PRINT AND INTERNET MEDIA - IP USER MUST:

1. Use copy provided by CPR.
2. Use CPR provided Resort logos in printing media promoting packages and/or ticket sales and ads promoting multiple vacation destinations including CPR.
3. Logos used must represent the Resort highlighted.
4. CPR logos must be equal to, but no greater than, the size of other logos, and not in close proximity to others.
5. When advertising multiple vacation destinations in a travel agency ad, contain CPR in its own separate section and make it equal to or large than other destinations.
6. CPR references in headlines or sub-headlines should be a logo, or in boldface or italic type; body copy or captions should be a in boldface or italic type, , both subject to Trademark and Nomenclature Usage Examples.

V. OTHER TERMS

No Right to Sublicense

• IP User shall have no right to sublicense or assign any of the Caesars Marks or other CPR Intellectual Property Assets to any other person or entity.

Notices

• IP User shall at all times when using any Caesars Marks or other Intellectual Property Assets utilize appropriate copyright, trademark, service mark and/or other notices as required by CPR and by law.

Jurisdiction/Forum Selection

• IP User agrees and does hereby submit itself to the personal jurisdiction of both the Monroe County Court of Common Pleas and the United States District Court for the Middle District of Pennsylvania, Scranton, Pennsylvania for the purpose of enforcing any arbitration award as contemplated in Paragraph 4 hereof.

Arbitration And Venue

• IP User agrees that any and all disputes between CPR and IP User regarding these Guidelines or the subject matter thereof will be arbitrated in Scranton, Pennsylvania by and in accordance with the then applicable Rules of the American Arbitration Association.

Applicable Law - Choice Of Law

• IP User agrees that the law applicable to any and all disputes between IP User and CPR regarding these Guidelines or the subject matter thereof shall be the law of the Commonwealth of Pennsylvania and the United States of America.

Guidelines Subject to Change

• These Guidelines are subject to change at anytime and in the sole discretion of CPR and without notice to IP User or anyone else.

Unauthorized Communication

• IP User is not permitted or authorized to communicate with customers of CPR on behalf of CPR without the specific, written prior approval of CPR.

Hyperlink And Disclaimer

• Any IP User Website which promotes/markets/advertises CPR Resorts shall include a Disclaimer, prominently displayed, which indicates that said Site is not owned, operated or sponsored by CPR and further shall include, prominently displayed, a Hyperlink to the Official CPR Website at "caesarspoconoresorts.com"
• Clarity, Candor, Truth and Positive Portrayal
• IP User shall at all times be clear, candid and truthful in all communications (written, oral and electronically transmitted) with customers/potential customers about CPR and CPR Resorts, that IP User is not owned, operated or sponsored by CPR and that IP User is an independent entity. IP User shall not in any way portray CPR or its products, services and/or personnel in a negative and/or false light and shall at all times portray CPR in a positive fashion.

Honeymoon Discount Program - Retail Discount Cards

• IP User is permitted or authorized to and shall not promote/market/disclose/advertise the availability of the CPR Honeymoon Discount Program Cards via an Internet Website or other Internet vehicle. Said Program is to be utilized only in and for retail locations such as florists, catering halls, bridal shops, etc.

Violations

• CPR shall have the right, in its sole discretion, to determine whether IP USER shall have violated any of these Guidelines.

Termination

• CPR shall have the right, at any time, in its sole discretion, to terminate IP User's right to utilize the Caesars Marks and/or other CPR Intellectual Property Assets for any or no reason.