AMENDED AND RESTATED LICENSE TO USE THE AIR MILES TRADE MARKS IN CANADA

ARTICLE 1	DEFINITIONS	1
ARTICLE 2	LICENSE	5
ARTICLE 3	SUB-LICENSE RIGHTS	7
ARTICLE 4	STANDARDS OF QUALITY	8
ARTICLE 5	USE OF THE MARKS	9
ARTICLE 6	USE OF LMGC MARKS	10
ARTICLE 7	ASSIGNMENT OF CANADIAN MARKS	10
ARTICLE 8	ROYALTIES	10
ARTICLE 9	REGISTRATION AND RENEWALS	11
ARTICLE 10	REPRESENTATIONS AND WARRANTIES	12
10.1	AMIH Warranties	12
10.2	LMGC Warranties	13
ARTICLE 11	TITLE AND GOODWILL	13
ARTICLE 12	INDEMNITY	14
ARTICLE 13	INFRINGEMENT	15
ARTICLE 14	DURATION AND TERMINATION	15
ARTICLE 15	NON-COMPETITION	17
ARTICLE 16	ASSIGNMENT/SUCCESSORS	17
ARTICLE 17	NOTICES	18
ARTICLE 18	CONFIDENTIALITY	19
ARTICLE 19	DISPUTE RESOLUTION	20
19.1	General.	20
19.2	Negotiations between Executives	20
19.3	Binding Arbitration	21
19.4	Expedited Binding Arbitration	23
ARTICLE 20	MISCELLANEOUS	24
20.1	Name, Captions	24
20.2	Entire Agreement and Relationship Between the Parties	24
20.3	Amendments	24
20.4	Severability	24
20.5	Specific Performance / Injunctive Relief	25
20.6	Remedies Cumulative	25
20.7	No Waiver	25
20.8	Further Assurances	25
20.9	Extended Meanings	25
20.10	No Third Party Beneficiaries	25
20.11	Counterparts	26
20.12	No Liability of Shareholders	26
20.13	Statutory References	26
20.14	Business Day Payments	26
20.15	References	26
20.16	Currency	26
20.17	Schedules	26
20.18	Limitation of Liability	27
20.19	Time of the Essence	27
20.20	Costs and Expenses	27
20.21	Excusable Delays	27
20.22	Governing Law and Attornment	28

(a)

any voluntary proceeding is commenced (by the filing of any originating process, notice or assignment or otherwise) by the Party pursuant to an Insolvency Act;

(b)

any proceeding is commenced (by the filing of any originating process or otherwise) against the Party pursuant to an Insolvency Act, and

(i)

such proceeding is not contested, diligently and on a timely basis, by that Party,

(ii)

Bankruptcy occurs in respect of that Party within the meaning of any other paragraph of this definition during the contestation of such proceeding, or

(iii)

such proceeding is not dismissed, withdrawn or permanently stayed within sixty (60) days of commencement;

(c)

any voluntary proceeding is commenced (by the filing of any originating process or notice or otherwise) by or respecting a Party pursuant to the corporate or company statute under which Party is organized from time to time or any other statute of any relevant jurisdiction which is not an Insolvency Act seeking any stay of creditor remedies or moratorium, compromise, arrangement, adjustment, extension or reorganization of debts or other liabilities;

(d)

any voluntary or other proceeding is commenced (by the filing of any originating process or notice or otherwise) by or against the Party seeking appointment (provisional, interim or permanent) of a receiver, manager, receiver and manager, trustee, sequestrator, custodian, liquidator or Person with like or comparable powers for that Party or for all or substantially all of its property, assets and undertaking, and

(i)

such proceeding is not contested, diligently and on a timely basis, by that Party;

(ii)

Bankruptcy occurs in respect of that Party within the meaning of any other paragraph of this definition during the contestation of such proceeding, or

(iii)

such proceeding is not dismissed, withdrawn or permanently stayed within sixty (60) days of commencement;

(e)

any secured creditor of the Party takes possession or control (actual or constructive) of, or appoints any agent, receiver, manager, receiver and manager or Person with like or comparable powers in respect of, that Party or all or substantially all of its property, assets and undertaking; or

(f)

a majority of the directors or shareholders of the Party voting thereon pass or ratify any resolution (i) except as part of a bona fide corporate reorganization, for its liquidation, winding up or dissolution, (ii) to authorize any voluntary proceeding by or in respect of that Party described above or (iii) to consent to or refrain from contesting any proceeding or step against or in respect of that Party or its property, assets or undertaking described above.

(a)

LMGC shall impose a contractual obligation on the sub-licensees to observe such obligations; and

(b)

where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-licensee complies with such obligation.

(a)

AMIH hereby confirms that LMGC and, to AMIH’s knowledge, LMGC’s sub-licensees have prior to the signing of this Agreement met all material Master Specifications set by it;

(b)

subject to Article 4.2(c) below, on an ongoing basis, the Master Specifications are the Master Specifications as of the date of this Agreement; and

(c)

the Master Specifications may be amended, modified or supplemented from time to time by AMIH, provided that LMGC consents to the changes in such Master Specifications and is provided with a reasonable period of time to comply with such changes. LMGC will have a period of ninety (90) days to rectify any breach of the Master Specifications after receipt from AMIH of notice of such breach, providing particulars of such breach. Any extension of the cure period may be mutually agreed upon by the Parties,

(i)

all sums received from Sponsors in connection with the issuance of AMTM or in lieu of payments therefor (such as participation and/or exclusivity fees);

(ii)

all sums received from Sponsors for services;

(iii)

all commissions or other income received by LMGC in respect of the sale of travel services; and

(iv)

all sums received from the sale of promotional items and/or any other activity involving the use of the AMIH Marks

(b)

The percentage referred to above shall be 0.100%.

(a)

AMIH has full power and authority to enter into and perform this Agreement, including to grant the license in Article 2 and to perform each and every covenant and agreement herein contained;

(b)

this Agreement has been duly authorized, executed and delivered by AMIH and constitutes a valid, binding and legally enforceable agreement of AMIH;

(c)

to the best of AMIH’s knowledge and belief, the execution and delivery of this Agreement, and the performance of the covenants and agreements herein contained, are not restricted by and do not conflict with any material commercial arrangements, obligations, contracts, agreements or instruments to which AMIH is either bound or subject;

(d)

to the best of AMIH’s knowledge and belief, AMIH’s performance of this Agreement will not contravene or breach any laws or regulations of the Territory or of any province or territory of the Territory which could give rise to the imposition of a material fine, penalty or sanction levied on LMGC by any applicable regulatory authority in the Territory;

(e)

AMIH has not granted any rights or licenses, which are subsisting at the date hereof, to any of its Affiliates or to any other Third Party to use the Canadian Marks in the Territory save in the circumstances permitted in Articles 2.3 and 2.4 above;

(f)

to the best of AMIH’s knowledge and belief, the registrations for the Canadian Marks are valid and enforceable. AMIH is the sole and exclusive legal and beneficial owner of all right, title and interest in and to, or has valid title to use and license, all the Canadian Marks that are material to the Programme. The registrations for the Canadian Marks subsist on the Canadian TradeMark Register;

(g)

except for the Concurrent Use Agreement, AMIH is not a party to or bound by any contract or other obligation whatsoever that limits or Impairs its ability to license the Canadian Marks to LMGC; and

(h)

to the best of AMIH’s knowledge and belief, LMGC is not in breach of any term or condition of the License Agreement.

(a)

LMGC has full power and authority to enter into and perform this Agreement and to perform each and every covenant and agreement herein contained;

(b)

this Agreement has been duly authorized, executed and delivered by LMGC and constitutes a valid, binding and legally enforceable agreement of LMGC;

(c)

to the best of LMGC’s knowledge and belief, the execution and delivery of this Agreement, and the performance of the covenants and agreements herein contained, are not restricted by and do not conflict with any material commercial arrangements, obligations, contracts, agreements or instruments to which LMGC is either bound or subject; and

(d)

to the best of LMGC’s knowledge and belief, LMGC’s performance of this Agreement will not contravene or breach any laws or regulations of the Territory or of any province or territory of the Territory which could give rise to the imposition of a fine, penalty or sanction by any applicable regulatory authority in the Territory.

(i)

the other Party commits any breach of its obligations hereunder and fails to remedy such breach within ninety (90) days (or such longer period as the Parties may agree) after being given written notice by the other Party to remedy such default; provided however that if LMGC and its sub-licensees are diligently pursuing the remedy or cure of such failure during the cure period and the continued breach does not impair AMIH’s rights in the AMIH Marks and does not involve a failure to pay amounts due here under, the cure period shall be extended for a further ninety (90) days; or

(ii)

Bankruptcy shall have occurred in respect of the other Party, provided that termination shall not occur at anytime during:

(A)

the exercise of any rights or remedies by a secured creditor of LMGC who has taken a security interest in LMGC’s rights under this Agreement either (1) in compliance with Article16.3, or (2) with the written consent of AMIH; provided that the payment of all amounts from time to time due and payable by LMGC hereunder continue to be duly paid and the performance of all covenants from time to time to be performed by LMGC hereunder continue to be duly performed; or

(B)

any proceeding under an Insolvency Act involving a restructuring or reorganization of LMGC under court supervision and/or any disposition of LMGC’s business as a whole or substantially as a whole pursuant to any such proceeding, in either case, so long as such proceeding is continuing.

(b)

If either Party validly terminates the Intellectual Property License in accordance with the terms thereof, this Agreement shall terminate at the same time as the Intellectual Property License.

(a)

cease to carry on business under the name ‘Air Miles” and cease to use the AMIH Marks;

(b)

deliver to AMIH any materials in its possession or under its control which fail to meet the standard of quality set out in Article 4 above or otherwise fail to comply with the terms hereof and which reproduce the AMIH Marks or give AMIH satisfactory evidence of their destruction;

(c)

insofar as its Licensed Name(s) include(s) any Canadian ▇▇▇▇, change such names to names that do not incorporate such Marks or any Marks confusingly similar thereto;

(d)

terminate all sub-license agreements with sub-licensees of the AMIH Marks appointed by LMGC; and

(e)

terminate use of any URL and/or domain name containing any Canadian ▇▇▇▇.

(a)

AMIH and LMGC shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executive officers who have authority to settle the controversy and who are at a higher level of management than the Persons with direct responsibility for administration of this Agreement. Either AMIH or LMGC may give to the other written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the notice, the receiving Party shall submit to the other Party a written response. The notice and the response shall include (i) a statement of each Party’s position and a summary of arguments supporting that position, and (ii) the name and title of the executive officer who will represent that Party and of any other Person who will accompany the executive officer. Within twenty (20) days after delivery of the disputing Party’s notice, the executive officers of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other Party will be honoured.

(b)

All negotiations (including the existence, content and result thereof) pursuant to this Article 19 shall be confidential, non-discoverable in any

(a)

If the Dispute is not resolved by negotiation within forty-five (45) days (or any mutually agreed extension of time) of the disputing Party’s notice, or if the Parties fail to meet within twenty (20) days of the notice, either Party may, upon notice to the other Party and the CPR Institute for Dispute Resolution (“CPR”) submit such Dispute to arbitration.

(b)

Such arbitrations shall be based in Toronto, Ontario and shall be conducted by three (3) arbitrators (who shall be lawyers admitted to practice in one or more provinces or territories and who shall be experienced in matters relating to intellectual property licenses) appointed as follows:

(i)

the disputing Party shall appoint its nominee as first arbitrator;

(ii)

the receiving Party shall, within ten (10) days of having received written notice from the disputing Party of the nature of the dispute to be referred to arbitration and of the identity of its nominee arbitrator, appoint its nominee as second arbitrator;

(iii)

if the appointment required by clause (ii) is not made within the period therein stipulated, the disputing Party shall be entitled to appoint as second arbitrator a nominee of its choice who is not related to the disputing Party and who shall be deemed to be the nominee of the respondent to the dispute;

(iv)

the two nominees so appointed shall, within ten (10) days of the date upon which the second of them had been appointed as arbitrator, appoint a third nominee as chairman of the tribunal. In the event of their failure so to do within the prescribed period, the third arbitrator shall be appointed in accordance with the provisions of the INTERNATIONAL COMMERCIAL ARBITRATION ACT (Ontario) (“the Act”); and

(v)

should a vacancy arise because any arbitrator dies, resigns, refuses to act, or becomes incapable of performing his functions, the vacancy shall be filled by the method by which that arbitrator was originally appointed. When a vacancy is filled the newly established tribunal shall exercise its discretion to determine whether any previously completed hearings shall be repeated.

(c)

The arbitration will be in accordance with the Act and the then current CPR “Non-Administered Arbitration Rules” or any successor CPR rules (the Act having precedence in the event of a conflict) (the “Arbitration

(d)

The arbitrators will have sole authority to resolve issues of the arbitrability of Disputes, including the applicability of any statute of limitation. The arbitrators may not amend or disregard any provision of this Article and may not limit, expand or otherwise modify the terms of this Agreement (including any terms respecting the limitation of liability of any Person). The arbitrators will have the power to order the pre-hearing discovery of documents but such production shall be restricted to documents (which shall include information recorded or stored by means of any device) directly related to the Dispute. The arbitrators will also have the power to order the taking of examinations for discovery of no more than two (2) witnesses per side (with the witnesses to be selected by the adverse side) for a period of not more than three (3) hours per witness, unless otherwise agreed. In addition, the arbitrators may compel the attendance of witnesses and production of documents at the hearing, to the extent provided by the Act. The arbitrators will determine the rights and obligations of the Parties and decide the Dispute in accordance with the substantive and procedural laws of the Province of Ontario.

(e)

The Parties may seek injunctive relief either within the arbitration process or from the Ontario Court (General Division) or the Federal Court of Canada (or in the case of disputes relating to the use of Marks outside the Territory a Court competent in the jurisdiction in which use occurred) and the Parties accept the concurrent jurisdiction of the Courts for the purpose of granting injunctive relief, as set out herein. Within the arbitration process, Parties may seek either interim or permanent relief. From the Court, Parties may seek temporary injunctive relief. A Party seeking temporary injunctive relief from the Court will simultaneously file a claim in the arbitration for interim and permanent relief in the manner specified under this Article. If the Court issues a temporary injunction against one of the Parties, the Court will have jurisdiction to deal with all matters, including appeals, concerning the temporary injunction. Any requested arbitration concerning the subject-matter of the injunction shall proceed before the arbitrator in an expedited manner pursuant to Article 19.4.

(f)

Time will be of the essence and the arbitrators’ award will be rendered as soon as practicable after conclusion of the final hearing, but in any event not later than one hundred and eighty (180) days after the date of appointment of the third arbitrator unless otherwise agreed or the time period is extended for a fixed reasonable period by the arbitrators on written notice to each Party because of illness or other cause of an arbitrator beyond the arbitrator’s control.

(g)

The decision of any two of the three arbitrators shall be final and binding on the Parties to the Dispute with no right of appeal therefrom. The arbitrators’ decision, reasons and award will be in writing, setting forth the legal and factual basis therefor (except with respect to the validity, infringement or misappropriation of any patents or other proprietary rights of any Party, with respect to which such award will be a bare award without findings or any statement of legal or factual basis). The Parties will abide by and perform any award, including interim awards, rendered by the arbitrators and judgment on such awards may be entered and enforced in any court of competent jurisdiction.

(h)

The fees and expenses of the arbitration, which may include the costs of CPR, the arbitrators, the arbitration site and counsel will be in the sole discretion of the arbitrators.

(i)

All information and documents disclosed in arbitration by any Party will remain Confidential Information of the disclosing Party, and the arbitrators and the Parties will (and will cause their representatives, advisors and counsel to) hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain and secure enforcement of or a judgment on an arbitration award. No privilege or right of a Party with respect to information or documents disclosed by it in arbitration will be waived or lost by such disclosure.

(a)

if AMIH or LMGC is enjoined pursuant to a temporary injunction of the Ontario Court (General Division) or the Federal Court of Canada or any other Court in the World;

(b)

if LMGC fails to pay the amounts due under Article 8;

(c)

if LMGC uses or licenses the use of the AMIH Marks outside the Territory contrary to Articles 2 or 3;

(d)

if AMIH uses or licenses the use of the AMIH Marks inside the Territory contrary to Articles 2 or 3; or

(e)

if the Related Agreements are or one of them is terminated by any of the parties thereto.

(a)

This Agreement and the Related Agreements constitute the entire agreement between the Parties pertaining to the matters contemplated hereby and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, relating to the subject matter hereof. Any and all registered user applications and/or agreements between the Parties are of no force and effect.

(b)

This Agreement is not a franchise and does not create a partnership or joint venture. Neither Party shall have any right to obligate or bind any other Party in any manner. Each of LMGC and AMIH is an independent contractor, not an agent or employee of the other. The containing obligations of LMGC in this Agreement, including those obligations set forth in Articles 8.3, 8.4, 12.1, 14.6and 19, and the continuing obligations of AMIH in this Agreement, including those obligations of AMIH under Articles 12.2, 14.6 and 19, shall survive and continue after the termination of this Agreement.

Schedule	Description
SCHEDULE 1	CANADIAN MARKS
SCHEDULE 2	LMGC MARKS
SCHEDULE 3	POWER OF ATTORNEY

AIR MILES INTERNATIONAL HOLDINGS N.V.			LOYALTY MANAGEMENT GROUP CANADA INC.
By:	/s/ Liam ▇.▇. ▇▇▇▇▇▇▇		By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:  Liam ▇.▇. ▇▇▇▇▇▇▇			Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:  Director			Title:  President and Chief            Executive Officer
	Date  July 24, 1998			Date:  July 24, 1998

RE:

Amended and Restated License to Use the Air Miles Trade Marks in Canada dated July 24, 1998 between AMIT (as assignee of Air Miles International Holdings N.V.) and LoyaltyOne, Co. (as successor in interest to Loyalty Management Group Canada Inc.) (the “Canadian Trademarks License”) and the Amended and Restated License to Use and Exploit the Air Miles Scheme in Canada dated July 24, 1998 between AMIT and LoyaltyOne, Co. (as successor in interest to Loyalty Management Group Canada Inc.) (the “Canadian Scheme License”), each as amended

a)

Under Article 7 of the Canadian Trademarks License (i) to notify LoyaltyOne, Co. of its intention to transfer or assign, directly or indirectly, the Canadian Marks (as such term is defined in the Canadian Trademarks License), and (ii) to provide LoyaltyOne, Co. with at least 30 days written notice to bid on such Canadian Marks; and

b)

Under Article 4 of the Canadian Scheme License (i) to notify LoyaltyOne, Co. of its intention to transfer or assign, directly or indirectly, the AMIT Know How and/or the Programme (as such terms are defined in the Canadian  Scheme License), and (ii) to provide LoyaltyOne, Co. with at least 30 days written notice to bid on such AMIT Know How and/or the Programme.

/s/ Y. Theuns Name: Y. Theuns Title: Director

/s/ N.S. Lo N.S. Lo Proxyholder B

Vistra B.V. Director

/s/ M.P.A. Stoop M.P.A. Stoop Proxy Holder A