I. INTRODUCTION

A. Cove Haven, Inc. is a Pennsylvania Corporation d/b/a Cove Haven Entertainment Resorts (hereinafter “CHER”). CHER owns and operates the following Resorts in the Pocono Mountains in Pennsylvania: Cove Haven; Paradise Stream and Pocono Palace. 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 “CHER Marks” in the promotion, marketing, advertising and operation of various Starwood Pocono Resorts, including but not limited to those operated by CHER.

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

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

C. CHER 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 CHER Marks and other CHER 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 CHER to utilize the CHER Marks and other CHER Intellectual Property Assets in connection with the promotion, advertising and marketing of CHER .

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 CHER for the compliance of any such persons so engaged.

G. Cove Haven Entertainment 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 Cove Haven Entertainment Resorts is expressly prohibited. Likewise, framing, in-line linking or other methods of association of the Cove Haven Entertainment 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. CHER 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. The Roman Towers
2. The Champagne Towers by Cleopatra
3. The Champagne Towers from Rome
4. Champagne Glass Whirlpool Bath for Two
5. Cove Haven Resort
6. Paradise Stream Resort
7. Pocono Palace Resort
8. Forever Lovers
9. Key Around Club
10. Cove Haven (Graphics with heart inside “o” of Cove)
11. Champagne Honeymoon Experience
12. Garden of Eden Apple Suite
13. Heart-shaped Tub for Two
14. Cove Fantasy
15. Cove Harbour
16. Harbour Towers
17. Juliette
18. Spa-Side Harborette
19. Garden of Eden Plum
20. The Fantasy Apple
21. Club Lodge
22. The Fairway

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

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

A. If IP User intends to utilize advertising materials created by CHER or on its behalf, IP User must identify which ones IP User intends to use in connection and submit same to CHER 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 CHER, IP User must submit to CHER 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 CHER properties supplied by CHER and not any others. No artwork or copy may in any way obliterate or cover up any of the CHER photographs and the photographs cannot be altered or overlapped in any way. The Copyright notice as follows “© Cove Haven, Inc. 2011” must be printed conspicuously below each CHER 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 CHER 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 CHER. 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 CHER.

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.

IV. ADVERTISING AND MARKETING GUIDELINES FOR IP USERS

A. PRIOR APPROVAL

Any and all uses of the CHER Marks and/or other CHER Intellectual Property Assets by any IP User are subject to prior written approval of CHER which must be obtained through the Marketing Department.

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

1. Clearly indicate that IP User is offering a CHER vacation and that the consumer should contact your agency to book. This can be done by making your agency name significantly larger than the CHER 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 CHER with all CHER photos, logos and maps.
3. Use CHER provided Resort photos alone, in a series, or in a montage where a CHER photo is equal to, but not greater than, the size of other photos.
4. Use copy provided by CHER.
5. Use CHER provided Resort photos and other materials only on pages featuring CHER packages.
6. Use CHER provided photos, logos and maps on page promoting packages and/or ticket sales.
7. Use Resort names and logos alone or in a montage where CHER logo is equal to, but not greater than, the size of other logos, and not in close proximity to the others.
8. CHER references in headlines or sub-headlines on CHER dedicated pages or brochures should be a logo, or in italic type, subject to Trademark and Nomenclature Usage Examples.
9. CHER 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 CHER Marks and other intellectual property assets.
11. All of Resort prices are established and maintained by CHER. IP User is not permitted to quote/communicate any such prices to customers/potential customers without the specific, written prior approval of CHER. At no time shall IP User promote/market/advertise that any CHER prices offered by or through IP User are better than those available directly through CHER 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 CHER.
2. Use CHER provided Resort logos in printing media promoting packages and/or ticket sales and ads promoting multiple vacation destinations including CHER.
3. Logos used must represent the Resort highlighted.
4. CHER 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 CHER in its own separate section and make it equal to or large than other destinations.
6. CHER 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 CHER Marks or other CHER Intellectual Property Assets to any other person or entity.

Notices

• IP User shall at all times when using any CHER Marks or other Intellectual Property Assets utilize appropriate copyright, trademark, service mark and/or other notices as required by CHER 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 CHER 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 CHER 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 any time and in the sole discretion of CHER and without notice to IP User or anyone else.

Unauthorized Communication

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

Hyperlink And Disclaimer

• Any IP User Website which promotes/markets/advertises CHER Resorts shall include a Disclaimer, prominently displayed, which indicates that said Site is not owned, operated or sponsored by CHER and further shall include, prominently displayed, a Hyperlink to the Official CHER Website at “covepoconoresorts.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 CHER and Resorts, that IP User is not owned, operated or sponsored by CHER and that IP User is an independent entity. IP User shall not in any way portray CHER or its products, services and/or personnel in a negative and/or false light and shall at all times portray CHER in a positive fashion.

Violations

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

Termination

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