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Bylaws - ONETRAVEL HOLDINGS, INC. - 9-28-2000

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Bylaws - ONETRAVEL HOLDINGS, INC. - 9-28-2000 Powered By Docstoc
					EXHIBIT 3.4 AMENDED AND RESTATED BYLAWS OF FLIGHTSERV.COM A Delaware Corporation ARTICLE 1 OFFICES Section 1.1 Registered office. The registered office of the Corporation in the State of Delaware shall be at 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address shall be The Corporation Trust Company. Section 1.2 Other offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors (the "Board") may from time to time determine or the business of the Corporation may require. ARTICLE 2 MEETINGS OF STOCKHOLDERS Section 2.1 Place and Time of Meetings. An annual meeting of the stockholders shall be held for the purpose of electing directors and conducting such other business as may properly come before the meeting. The date, time and place of the annual meeting, either within or without the State of Delaware, shall be determined by resolution of the Board of Directors. Special meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of the stockholders may be called by the President for any purpose and shall be called by the Secretary if directed by the Board of Directors. Section 2.2 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a written notice thereof to the stockholder personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to the stockholder at stockholder's post office address furnished by stockholder to the Secretary of the Corporation for such purpose or, if stockholder has not furnished to the Secretary stockholder's address for such purpose, then at stockholder's post office address last known to the Secretary, or by transmitting a notice thereof to stockholder at such address by telegraph, cable or facsimile telecommunication. Notice shall be deemed given upon delivery (if by

hand) or upon deposit in the mail (if by mail) or upon stockholder's receipt (if by telegraph, cable or facsimile). Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who waives such notice, and such notice shall be deemed waived by any stockholder who attends such meeting in person or by proxy, except by a stockholder who attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 2.3 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such notice is otherwise expressly required by law or hereunder. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, the notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. Section 2.4 List of Stockholders. The Secretary shall make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and specifying the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence of which stockholders are entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. Section 2.5 Quorum. Except as otherwise provided by law or the Certificate of Incorporation, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. If a quorum is not present, the holders of the shares present in person or 2

represented by proxy at the meeting, and entitled to vote thereat, shall have the power to adjourn the meeting to another time and/or place by the affirmative vote of the holders of a majority of such shares. Section 2.6 Voting; Proxies. (a) At each meeting of the stockholders, each stockholder shall be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and held by the stockholder and registered in the stockholder's name on the books of the Corporation: (i) on the date fixed pursuant to Section 7.5 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or (ii) if no such record date is so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting is given or (b) if notice of the meeting is waived, at the close of business on the day next preceding the day on which the meeting is held. (b) Unless otherwise provided in a shareholders agreement, persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote such shares, unless in the pledgor's transfer on the books of the Corporation he expressly empowered the pledgee to vote such shares, in which case only the pledgee or the pledgee's proxy may represent and vote such stock. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware. (c) Unless otherwise provided in a shareholders agreement, voting rights may be exercised by the stockholder entitled thereto in person or by the stockholder's proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless that proxy shall provide for a longer period. A duly executed proxy shall be irrevocable if it so states and if, and only for so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder who may have given a proxy prior to any meeting shall not, solely by attending such meeting, revoke the same unless he notifies the secretary of the meeting of his intent to revoke the proxy, in writing, prior to the voting of the proxy. At any meeting of the stockholders at which a quorum is present, all matters (except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law) shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to 3

vote thereat and thereon. Voting at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted. Section 2.7 Conduct of Meetings. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a Chairman designated by the Board of Directors, or in the absence of such designation by a Chairman chosen at the meeting by the stockholders attending. The Corporation's Secretary shall act as secretary of the meeting, but in his or her absence the Chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. ARTICLE 3 BOARD OF DIRECTORS Section 3.1 General Powers. The property, business and affairs of the Corporation shall be managed by the Board. Section 3.2 Number and Term of Office. The number of directors shall be a minimum of three (3) and a maximum of nine (9) and, unless otherwise established by resolution of the Board of the Corporation, shall be five (5). Directors need not be stockholders of the Corporation. The exact number of directors shall be as established by resolution of the Board in conformity with applicable laws. The directors of the Corporation shall hold office until their successors shall have been duly elected or appointed and shall qualify or until their resignation or removal in the manner hereinafter provided. Section 3.3 Election of Directors. The Board of Directors shall initially consist of the persons named as directors by the incorporator, and each director so elected shall hold office until the first annual meeting of the stockholders or until a successor is elected and qualified. At the first annual meeting of the stockholders and at each annual meeting thereafter, the stockholders shall elect directors, each of whom shall hold office for a term of one year or until a successor is elected and qualified. 4

Section 3.4 Resignations; Removal. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, immediately upon its receipt by the Board or Secretary. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed at any time, with or without cause, by the holders of a majority of shares of stock of the Corporation then entitled to vote at an election of directors, except as otherwise provided by statute. Section 3.5 Vacancies. Any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors or any other cause, may be filled by the remaining directors or by the shareholders by a plurality of the votes cast at a meeting of stockholders. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed in the manner provided herein. Section 3.6 Place of Meeting, Etc. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting. Section 3.7 Annual Meeting. The Board shall meet as soon as practicable after each annual election of directors, and notice of such annual meeting shall not be required. Section 3.8 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as required by law, notice of regular meetings need not be given. Section 3.9 Special Meetings. Special meetings of the Board shall be held whenever called by the President or a majority of the authorized number of directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least three (3) days before the day on which the meeting is to be held, or shall be sent to him at such place by facsimile telecommunication, telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held or in such other manner as is reasonable (such manner to be deemed reasonable if 5

the director received actual notice of the meeting at least twenty-four (24) hours before the time at which the meeting is to be held.) Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting or who waiver such notice in writing other than a director who attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 3.10 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. If no quorum exists, a majority of directors present at any meeting may adjourn the same from time to time until a quorum is present. Notice of any adjourned meeting need not be given. Section 3.11 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee. Section 3.12 Compensation. The directors shall receive only such compensation for their services as directors as may be allowed by resolution of the Board. The Board may also provide that the Corporation shall reimburse each director for any expense incurred on account of attendance at any meetings of the Board or committees of the Board. Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor. Section 3.13 Committees. By resolution passed by a majority of the whole Board, the Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the Board's resolution and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers requiring it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of a committee and that member's alternate, if the Board appoints alternates, the member or members thereof present at any meeting and not disqualified from voting (whether or not the member or members constitute a quorum) may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. 6

Section 3.14 Committee Rules. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by resolution of the Board designating such committee, but in all cases the presence of at least a majority of the members of such committee shall be necessary to constitute a quorum. Section 3.15 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors or any committee designated by the Board at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. ARTICLE 4 OFFICERS Section 4.1 Number. The officers of the Corporation shall be chosen by the Board and shall consist of a Chief Executive Officer, President, a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. The Board may, if it so determines, elect one or more Vice Presidents and may choose a Chairman of the Board from among its members. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable, except the offices of President and Secretary. Section 4.2 Election; Term of Office; Qualifications. The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.3, shall be elected annually by the Board at the first meeting thereof held after the election of the Board. Each officer shall hold office until his successor has been duly chosen and qualifies or until his resignation or removal in the manner hereinafter provided. Section 4.3 Assistants, Agents and Employees, Etc. In addition to the officers specified in Section 4.1, the Board may appoint such other assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority and perform such duties as the Board may from time to time determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees. Section 4.4 Resignation; Removal. Any officer or agent may resign at any time upon written notice to the Board or the Secretary of the Corporation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors 7

whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4.5 Vacancies. A vacancy in any office caused by death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term of that office by a majority vote of the directors then in office. Section 4.6 Chairman of the Board. The Chairman, if one is elected, shall preside at all meetings of the Board and stockholders; shall have, with the assistance of the Chief Executive Officer, general responsibility for the active management of the business of the Corporation; and shall perform such other duties and have such other powers as the Board may from time to time prescribe. In addition to the Chief Executive Officer and the President, the Chairman shall have authority to execute bonds, mortgages and other contracts (whether or not requiring a seal), except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof are expressly delegated by the Board to some other officer or agent of the Corporation. Section 4.7 The Chief Executive Officer. The Chief Executive Officer, subject to guidance and assistance of the Chairman of the Board, if one is elected, shall preside at all meetings of the stockholders; shall together with the President, have general and active management of the business of the Corporation; shall, in the absence of the Chairman, preside at meetings of the Board and stockholders; and shall see that all orders and resolutions of the Board are carried into effect. The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof are expressly delegated by the Board to some other officer or agent of the Corporation. Section 4.8 The President. The President, together with the Chief Executive Officer, shall have general and active management of the business of the Corporation. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof are expressly delegated by the Board to some other officer or agent of the Corporation. Section 4.9 Vice President. The Vice President, or if there shall be more than one, the vice presidents in the order determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board or the Chairman may, from time to time, determine or these bylaws may prescribe. Section 4.10 Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board and all meetings of the stockholders; shall record all the proceedings of 8

the meetings of the stockholders and of the Board in a book to be kept for that purpose; and shall perform like duties for the Board's standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board; shall perform such other duties as may be prescribed by the Board or President, under whose supervision he or she shall act; shall have custody of the corporate seal of the Corporation; and shall have authority to affix the same to any instrument requiring it and, when it is so affixed, may attest it by his or her signature. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the assistant secretaries in the order determined by the Board, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe. Section 4.11 Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Board taking proper vouchers for such disbursements; and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of the Corporation. If required by the Board, the Treasurer shall give the Corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation. The Assistant Treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe. Section 4.12 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving such compensation by reason of the fact that he or she is also a director of the Corporation. ARTICLE 5 INDEMNIFICATION Section 5.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or 9

investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Section 5.2 Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 5.3 Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 5.4 Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 5.5 Other Indemnification. The Corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 5.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. Section 5.7 Other Rights and Remedies. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be 10

entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 5.8 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 5.9 Constituent Corporations. For the purposes of this Article, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. Section 5.10 Other Enterprises, Fines, and Serving at Corporation's Request. For the purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as used in this Article. Section 5.11 Right of Indemnitee to Bring Suit or Proceeding. The rights to indemnification and to the advancement of expenses conferred in this Article 5 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators. Any repeal or modification of the provisions of this Article 5 shall be prospective only and shall not adversely affect any right or protection hereunder of any person with respect to any action, suit or proceeding arising out of or relating to any act or omission occurring prior to the time of such repeal or modification. If a claim under this Article 5 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of 11

expenses by a director, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring a suit or other proceeding against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or proceeding, or in a suit or proceeding brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expenses (including attorneys' fees) of prosecuting or defending such suit or proceeding. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit or proceeding that indemnification of the indemnitee is proper under the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit or proceeding brought by the indemnitee, be a defense to such suit or proceeding. In any such suit or proceeding brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover the advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 5 or otherwise, shall be on the Corporation. ARTICLE 6 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. Section 6.1 Execution of Contracts. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them. Section 6.2 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require. Section 6.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power is delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the 12

Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money that are payable to the order of the Corporation. Section 6.4 General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power is delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. ARTICLE 7 STOCK Section 7.1 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they are issued and shall be signed in the name of the Corporation by the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificates may be a facsimile. If any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, has ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature was placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except as provided in Section 7.4. Section 7.2 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 7.3, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Whenever any transfer of shares is made for collateral security, and not absolutely, such fact 13

shall be so expressed in the entry of transfer if, when the certificate or certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so. Section 7.3 Regulations. The Board may make such rules and regulations as it may deem expedient (if not inconsistent with these Bylaws) concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them. Section 7.4 Lost, Stolen, Destroyed and Mutilated Certificates. In any case of loss, theft, destruction or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper to do so. Section 7.5 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders (or any adjournment thereof) or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If, in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting, the Board shall not fix such a record date, then the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. ARTICLE 8 MISCELLANEOUS Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be June 30 unless otherwise determined by resolution of the Board. Section 8.2 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation. 14

Section 8.3 Waiver of Notices. Whenever notice is required to be given by these Bylaws, by the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice. Section 8.4 Amendments. These Bylaws, or any of them, may be amended, modified, repealed or adopted and new Bylaws may be made (i) by the Board, acting at any meeting of the Board, or (ii) by the stockholders, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered or repealed by either the Board or the stockholders. 15

EXHIBIT 4.5

REGISTRATION RIGHTS AGREEMENT Dated as of June 26, 2000 by and between FLIGHTSERV.COM, INC. and WORLDSPAN, L.P.

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of June 26, 2000, by and between FLIGHTSERV.COM, INC., a Delaware corporation (the "Company"), and WORLDSPAN, L.P., a Delaware limited partnership ("Worldspan"). WHEREAS, this Agreement is made pursuant to the Master Transaction Agreement dated June __, 2000 (the "Master Transaction Agreement"), by and between the Company and Worldspan; WHEREAS, in order to induce Worldspan to enter into the transactions described in the Master Transaction Agreement, the Company has agreed to provide Worldspan with the registration rights set forth herein. NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. DEFINITIONS As used in this Agreement, the following capitalized defined terms shall have the following meanings: 1.1 "Common Stock" shall mean the Common Stock, par value $.04 per share, of the Company. 1.2 "Company" shall have the meaning set forth in the Preamble and also shall include the Company's successors. 1.3 "Current Market Price" of each share of Common Stock shall mean (i) the average of the closing prices of the Common Stock on the American Stock Exchange (or any other stock exchange or quotation system on which the Common Stock is then traded) for the five-day period immediately preceding the day in question or, (ii) if the Common Stock is not traded on a stock exchange or quotation system, the fair market value as determined in good faith by the Board of Directors of the Company. 1.4 "Demand Prospectus" shall mean the prospectus included in the Demand Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, including any supplement relating to the terms of the offering of any portion of the Registrable Securities covered by the Demand Registration Statement, and in each case including all material incorporated by reference therein. 1.5 "Demand Registration" shall mean a registration required to be effected pursuant to Section 5 hereof. 1.6 "Demand Registration Expenses" shall mean any and all expenses incurred by the Company in connection with Demand Registrations, including, without limitation: (i) all SEC, stock exchange and National Association of Securities Dealers, Inc.

("NASD") registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with qualification of any of the Registrable Securities under any state securities or blue sky laws and the preparation of a blue sky memorandum) and compliance with the rules of the NASD, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing the Demand Registration Statement, any Demand Prospectus, certificates and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, and (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance. Demand Registration Expenses shall specifically exclude all underwriting discounts and selling commissions and transfer taxes applicable to the sale of Registrable Securities. 1.7 "Demand Registration Request" shall have the meaning set forth in Section 5(a) hereof. 1.8 "Demand Registrations" shall have the meaning set forth in Section 5(a) hereof. 1.9 "Demand Registration Statement" shall have the meaning set forth in Section 6(a) hereof. 1.10 "Effective Time" shall mean June 26, 2000. 1.11 "Entity" shall mean any general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, cooperative or association. 1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. 1.13 "Maximum Number" shall have the meaning set forth in Section 4(b) hereof. 1.14 "Person" shall mean any individual or Entity. 1.15 "Piggyback Registration" shall have the meaning set forth in Section 4(a) hereof. 1.16 "Piggyback Registration Expenses" shall mean any and all expenses incurred by the Company in connection with Piggyback Registrations, including, without limitation: (i) all SEC, stock exchange and National Association of Securities Dealers, Inc. ("NASD") registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with qualification of any of the Registrable Securities under any state securities or blue sky laws and the preparation of a blue sky memorandum) and compliance with the rules of the NASD, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and

distributing the registration statement under which the Registrable Securities are registered on any prospectus included therein, certificates and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, and (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance. Piggyback Registration Expenses shall specifically exclude all underwriting discounts and selling commissions and transfer taxes applicable to the sale of Registrable Securities. 1.17 "Piggyback Registration Request" shall have the meaning set forth in Section 4(a) hereof. 1.18 "Registrable Securities" shall mean the Shares, excluding (i) Shares that have been disposed of under the Shelf Registration Statement or any other effective registration statement, (ii) Shares sold or otherwise transferred pursuant to Rule 144 under the Securities Act, and (iii) Shares held by Worldspan if all of such Shares are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. 1.19 "Registration Statement" shall mean a Shelf Registration Statement or a registration statement registering Registrable Securities pursuant to a Piggyback Registration. 1.20 "SEC" shall mean the Securities and Exchange Commission. 1.21 "Securities Act" shall mean the Securities Act of 1933, as amended from time to time. 1.22 "Shares" shall mean shares of Common Stock issued to Worldspan pursuant to the Warrant or any other warrant issued under the Master Transaction Agreement. 1.23 "Shelf Prospectus" shall mean the prospectus included in the Shelf Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, including any supplement relating to the terms of the offering of any portion of the Registrable Securities covered by the Shelf Registration Statement, and in each case including all material incorporated by reference therein. 1.24 "Shelf Registration" shall mean the registration required to be effected pursuant to Section 2 hereof. 1.25 "Shelf Registration Expenses" shall mean any and all expenses incident to performance of or compliance with this Agreement, including, without limitation: (i) all SEC, stock exchange and NASD registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with qualification of any of the Registrable Securities under any state securities or blue sky laws and the preparation

of blue sky memorandum) and compliance with the rules of the NASD, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing the Shelf Registration Statement, any Shelf Prospectus, certificates and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, and (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance. Shelf Registration Expenses shall specifically exclude underwriting discounts and commissions, the fees and disbursements of counsel representing Worldspan, and transfer taxes, if any, relating to the sale or disposition of Registrable Securities. 1.26 "Shelf Registration Notice" shall have the meaning set forth in Section 3(b) hereof. 1.27 "Shelf Registration Statement" shall mean a registration statement of the Company (and any other entity required to be a registrant with respect to such registration statement pursuant to the requirements of the Securities Act) that covers all of the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments (including post-effective amendments) to such registration statement, and all exhibits thereto and materials incorporated by reference therein. 1.28 "Warrant" shall mean that certain Warrant dated June 26, 2000 pursuant to which the Company has granted to Worldspan the right to purchase shares of Common Stock. 2. SHELF REGISTRATION. 2.1 Filing of Shelf Registration Statement. Subject to Section 2(c), if the Company receives from Worldspan a written request that the Company effect a registration on Form S-3, then the Company shall cause to be filed, the Shelf Registration Statement providing for the sale by Worldspan of all of the Registrable Securities in accordance with the terms hereof and will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter; provided, however, that the aggregate price of the Registrable Securities proposed to be sold to the public by Worldspan and any other holders of the Company's securities eligible to participate pursuant to such registration (net of underwriters' discount and commissions) is equal to or greater than $500,000. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as Worldspan holds Registrable Securities or any warrants to purchase Registrable Securities. Subject to Section 3(b) and Section 3(i), the Company further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its reasonable

efforts to keep the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in Worldspan not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the SEC has not declared it effective. 2.2 Expenses. The Company shall pay all Shelf Registration Expenses in connection with the registration pursuant to Section 2(a). Worldspan shall pay all underwriting discounts and commissions, the fees and disbursements of counsel representing Worldspan, and transfer taxes, if any, relating to the sale or disposition of such Registrable Securities pursuant to the Shelf Registration Statement. 2.3 Inability to File or Maintain Shelf Registration Statement. The Company shall be obligated to comply with the provision of Section 2 hereof only if the Company is permitted, under the Securities Act and the rules and regulations of the SEC then applicable, to file and maintain the Shelf Registration Statement on a Form S-3 registration statement, or on any other similar forms that permit the registration of the Shelf Registration Securities and the incorporation by reference of subsequently filed documents under the Exchange Act. In the event that the Company is unable to comply with the provisions of Section 2 hereof in accordance with the foregoing sentence, the Company shall become obligated to provide Worldspan with those demand rights provided for in Section 5 hereof. 3. SHELF REGISTRATION PROCEDURES. 3.1 In connection with the obligations of the Company with respect to the Shelf Registration Statement contemplated by Section 2 hereof, the Company shall: (a) prepare and file with the SEC, within the time period set forth in Section 2 hereof, the Shelf Registration Statement, which Shelf Registration Statement (i) shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution by Worldspan and (ii) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; (b) subject to Section 3(i) hereof; (i) prepare and file with the SEC such amendments to such Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective for the applicable period; (ii) cause the Shelf Prospectus to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the Securities Act; (iii) respond as promptly as practicable to any comments received from the SEC with respect to the Shelf Registration Statement or any amendment thereto; and (iv) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement during the applicable period in accordance with the intended method or methods or distribution by Worldspan. Notwithstanding anything to the contrary contained herein, the Company shall not be

required to take any of the actions described in clauses (i), (ii) or (iii) in this Section 3(b), Section 3(d) or Section 3(i) with respect to the Shelf Registrable Securities (A) to the extent that the Company is in possession of material non-public information that it deems advisable not to disclose or is engaged in active negotiations or planning for a merger or acquisition or disposition transaction and it delivers written notice to Worldspan to the effect that Worldspan may not make offers or sales under the Shelf Registration Statement for a period not to exceed sixty (60) days from the date of such notice; provided, however, that Worldspan shall not be precluded from effecting sales pursuant to this clause (A) for more than (90) days during any 360-day period, (B) unless and until the Company has received a written notice (a "Shelf Registration Notice") from Worldspan that it intends to make offers or sales under the Shelf Registration Statement as specified in such Shelf Registration Notice; provided, however, that the Company shall have ten (10) business days to prepare and file any such amendment or supplement after receipt of the Shelf Registration Notice, (C) Form S-3 is not available for such offering by the Worldspan, and (D) if the Company has, within the last twelve (12) month period preceding the date of such request, already effected two registrations on Form-3 for Worldspan pursuant to this Section 3. Once Worldspan has delivered a Shelf Registration Notice to the Company, Worldspan shall promptly provide to the Company such information as the Company reasonably requests in order to identify the method of distribution in a post-effective amendment to the Shelf Registration Statement or a supplement to the Shelf Prospectus. Worldspan also shall notify the Company in writing upon completion of such offer or sale or at such time as Worldspan no longer intend to make offers or sales under the Shelf Registration Statement; (c) furnish Worldspan after it has delivered a Shelf Registration Notice to the Company, without charge, as many copies of each Shelf Prospectus and any amendment or supplement thereto in order to facilitate the public sale or other disposition of the Registrable Securities; the Company consents to the use of the Shelf Prospectus and any amendment or supplement thereto by Worldspan of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the Shelf Prospectus or amendment or supplement thereto; (d) use its commercially reasonable efforts to register or qualify the Registrable Securities by the time the Shelf Registration Statement is declared effective by the SEC under all applicable state securities or blue sky laws of such jurisdictions in the United States and its territories and possessions as Worldspan shall reasonably request in writing, keep each such registration or qualification effective during the period such Shelf Registration Statement is required to be kept effective or during the period offers or sales are being made by Worldspan after it has delivered a Shelf Registration Notice to the Company, whichever is shorter; provided, however, that in connection therewith, the Company shall not be required to (i) qualify as a foreign corporation to do business or to register as a broker or dealer in any such jurisdiction where it would not otherwise be required to qualify or register but for this Section 3(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process in any such jurisdiction;

(e) notify Worldspan promptly and, if requested by Worldspan, confirm in writing, (i) when the Shelf Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Shelf Prospectus has been filed with the SEC, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof or the initiation of any proceedings for that purpose, (iv) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) of the happening of any event during the period the Shelf Registration Statement is effective as a result of which (A) such Shelf Registration Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the Shelf Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or any part thereof as promptly as possible; (g) furnish to Worldspan after delivery of a Shelf Registration Notice to the Company, without charge, at least one conformed copy of the Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (h) cooperate with Worldspan to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend; and enable certificates for such Registrable Securities to be issued for such number of shares as Worldspan may reasonably request at least two business days prior to any sale of Registrable Securities; provided that the Company receives timely notice thereof; (i) upon the occurrence of any event contemplated by clause (v) of Section 3(e) hereof, use its reasonable efforts promptly to prepare and file an amendment or a supplement to the Shelf Prospectus or any document incorporated therein by reference or prepare, file and obtain effectiveness of a post-effective amendment to the Shelf Registration Statement, or file any other required document, in any such case to the extent necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such Shelf Prospectus as then amended or supplemented will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading;

(j) make available for inspection by Worldspan after it has provided a Shelf Registration Notice to the Company and any counsel, accountants or other representatives retained by Worldspan all financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all such records, documents or information reasonably requested by Worldspan, counsel, accountants or representatives in connection with the Shelf Registration Statement; provided, however, that such records, documents or information which the Company determines in good faith to be confidential and notifies Worldspan, counsel, accountants or representatives in writing that such records, documents or information are confidential shall not be disclosed by Worldspan, counsel, accountants or representatives unless (i) such disclosure is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (ii) such records, documents or information become generally available to the public other than through a breach of this Agreement; (k) a reasonable time prior to the filing of any Shelf Registration Statement or any amendment thereto, or any Shelf Prospectus or any amendment or supplement thereto, provide copies of such document (not including any documents incorporated by reference therein unless requested) to Worldspan after it has provided a Shelf Registration Notice to the Company; (l) use its reasonable efforts to cause all Registrable Securities to be listed on any securities exchange or quotation system on which similar securities issued by the Company are then listed; (m) provide a CUSIP number for all Registrable Securities, not later than the effective date of a Shelf Registration Statement; and (n) use its commercially reasonable efforts to make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any similar rule as may be adopted by the SEC. The Company may require Worldspan to furnish to the Company in writing such information regarding the proposed distribution by Worldspan as the Company may from time to time reasonably request in writing. In connection with and as a condition to the Company's obligations with respect to the Shelf Registration Statement pursuant to Section 2 hereof and this Section 3, Worldspan covenants and agrees that (i) it will not offer or sell any Registrable Securities under the Shelf Registration Statement until it has provided a Shelf Registration Notice pursuant to Section 3(b) and has received copies of the Shelf Prospectus as then amended or supplemented as contemplated by Section 3(c) and notice from the Company that the Shelf Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(e); (ii) upon receipt of any notice from the Company contemplated by Section 3(e) (in respect of the occurrence of an event contemplated by clause (v) of Section 3(e)), Worldspan shall not

offer or sell any Registrable Securities pursuant to the Shelf Registration Statement until Worldspan receives copies of the supplemented or amended Shelf Prospectus contemplated by Section 3(i) hereof and receive notice that any post-effective amendment has become effective, and, if so directed by the Company, Worldspan will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in Worldspan's possession, of the Shelf Prospectus as amended or supplemented at the time of receipt of such notice; (iii) all offers and sales by Worldspan under the Shelf Registration Statement shall be completed within sixty (60) days after the first date on which offers or sales can be made pursuant to clause (i) above, and upon expiration of such sixty (60) day period, Worldspan will not offer or sell any Registrable Securities under the Shelf Registration Statement until it has again complied with the provisions of clause (i) above; (iv) Worldspan will comply with the provisions of Regulation M under the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Shelf Registration Statement; (v) Worldspan will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Shelf Registration Statement; and (vi) Worldspan will enter into such written agreements as the Company shall reasonably request to ensure compliance with clause (iv) and (v) above. 4. PIGGYBACK REGISTRATION. 4.1 RIGHT TO PIGGYBACK. If the Company at any time proposes to register any of its Common Stock or other securities under the Securities Act for sale to the public, whether for its own account or for the account of other shareholders or both (except with respect to registration statements on Form S-8 or another form not available for registering the Registrable Securities for sale to the public) (a "Piggyback Registration"), the Company will promptly (but in any event within 30 days) give written notice to Worldspan of its intention to effect such registration and will include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion within 15 days after the receipt of the Company's notice (a "Piggyback Registration Request"); provided, however, that the Company shall not be required to include Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such inclusion would make the use of such form unavailable. In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Common Stock, any Piggyback Registration Request by Worldspan shall specify that either (i) such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, or (ii) such Registrable Securities are to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. 4.2 PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of shares requested to be included in such registration exceeds the maximum number which can be included in such offering without adversely affecting the marketability of the offering (the

"Maximum Number"), the Company will limit the number of shares included in such registration to the Maximum Number, and the shares registered shall be selected in the following order of priority: (i) first, securities the Company proposes to sell and (ii) other securities requested to be included in such registration. 4.3 Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the Maximum Number, the Company will include in such registration the shares requested to be included therein by the holders requesting such registration and the Registrable Securities covered by Piggyback Registration Requests and any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration. 4.4 Expenses. The Company shall pay all Piggyback Registration Expenses in connection with the registration pursuant to Section 4. Worldspan shall pay all underwriting discounts and selling commissions, fees and disbursements of its counsel and transfer taxes applicable to the sale of Registrable Securities. 5. DEMAND REGISTRATION. 5.1 Requests for Demand Registration. In the event that the Company is not permitted to file the Shelf Registration Statement in accordance with the provisions of Section 2(c) hereof, Worldspan shall immediately become entitled to the rights of this Section 5. Accordingly, Worldspan, by written request delivered to the Company on or after the date 90 days after the Effective Date, may request registration under the Securities Act of all or any portion of the Registrable Securities held by Worldspan for sale in the manner specified in such request. Each initial request for a registration pursuant to this Section 5 shall specify the number of Registrable Securities requested to be registered and sold by Worldspan, the method of disposition to be employed and the Current Market Price of the Common Stock as of the date of such request. Any request for registration pursuant to this Section 5(a) shall be referred to herein as a "Demand Registration Request" and all registrations requested pursuant to this Section 5 are referred to herein as "Demand Registrations." 5.2 Number of Demand Registrations. The Company shall be required to effect two (2) Demand Registrations pursuant to this Section 5, provided that the Company shall not be required to register any shares for a delayed or shelf offering pursuant to Rule 415 under the Securities Act unless the Company consents in writing. Notwithstanding anything to the contrary contained herein, a registration shall count as a Demand Registration only when a registration statement covering all Registrable Securities covered by such Demand Registration Request shall have become effective (except that if, after it has become effective, the offering of Registrable Securities pursuant to such registration statement is interfered with by any stop order, injunction or action of the SEC not occasioned by the fault of Worldspan, such registration shall be deemed not to have been effected unless such stop order, injunction or other order or request shall subsequently have been vacated or otherwise removed) and, if such method

of disposition is a firm commitment underwritten public offering, all such Registrable Securities shall have been sold pursuant thereto; provided, however, that if a registration statement filed by the Company pursuant to a Demand Registration Request shall be abandoned or withdrawn at the behest of Worldspan, then, unless Worldspan shall, promptly upon receipt of a request by the Company therefor supported by an invoice setting forth the expenses in reasonable detail, reimburse the Company for the Demand Registration Expenses in respect of such registration statement attributable to Worldspan, the Company shall be deemed to have effected a Demand Registration. 5.3 Minimum Offering Amount. The Company shall not be required to register Registrable Securities pursuant to this Section 5 unless the aggregate Current Market Price of all Registrable Securities covered by the Demand Registration Request shall be $500,000 or more (unless and to the extent Worldspan shall hold less than $1 million of Registrable Securities, in which case such minimum offering amount shall be equal to the amount of Registrable Securities so held). 5.4 Selection of Underwriters. If the method of disposition specified by Worldspan shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of Worldspan, which approval shall not be unreasonably withheld. 5.5 Priority on Demand Registrations. The Company shall be entitled to include in any registration statement referred to in this Section 5, for sale in accordance with the method of disposition specified by Worldspan, shares of Common Stock to be sold by the Company for its own account or by other shareholders of the Company for their account. Nonetheless, whether or not the Company desires to include any such additional shares in a Demand Registration, if such method of disposition is an underwritten public offering and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the Maximum Number, then the Company will limit the number of shares included in such registration to the Maximum Number, and the shares registered shall be selected in the following order of priority: (i) first, Registrable Securities covered by the Demand Registration Request, (ii) second, securities the Company proposes to sell and (iii) third, other securities requested to be included in such registration. 5.6 Exception. Anything in this Section 5 to the contrary notwithstanding, the Company shall not be required to file a registration statement in connection with a Demand Registration (i) within six months after the effective date of a Demand Registration or any registration statement of the type referred to in Section 4, provided that, as contemplated by Section 4, Worldspan shall have been afforded the opportunity to sell Registrable Securities pursuant to such registration statement, and all Registrable Securities requested to be registered shall have been so registered and, if such registration statement shall relate to an underwritten public offering, shall have been included therein to the extent requested by Worldspan and shall have been sold or (ii) if counsel for the Company, reasonably acceptable to Worldspan shall deliver an opinion to Worldspan to the effect that, pursuant to Rule 144 under the Securities Act or otherwise, Worldspan can publicly offer and sell the Registrable Securities as to which registration has been requested without registration under the Securities Act.

5.7 Expenses. The Company shall pay all Demand Registration Expenses in connection with the registration pursuant to Section 5. Worldspan shall pay all underwriting discounts and selling commissions, fees and disbursements of its counsel, and transfer taxes applicable to the sale of Registrable Securities. 6. DEMAND REGISTRATION PROCEDURES. 6.1 If and whenever the Company is required by the provisions of Section 5 hereof to use its COMMERCIALLY reasonable efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall use its reasonable efforts to effect the registration and sale of the Registrable Securities in accordance with the intended method of disposition thereof and will, as expeditiously as possible: (a) and in any case within 60 days after receiving a request for a Demand Registration, prepare and file with the SEC a registration statement (the "Demand Registration Statement") with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Demand Registration Statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided). Notwithstanding anything to the contrary contained herein, the filing of such Demand Registration Statement may be delayed for a period not to exceed 60 days if (i) the Company is contemplating a public offering of its securities and, in the reasonable judgment of the managing underwriter thereof (or the Company if such offering is not underwritten) such filing would have a material adverse effect on the contemplated offering, or (ii) the Company is in possession of material non-public information that it reasonably deems advisable not to disclose in a Demand Registration Statement or is engaged in active negotiations or planning for a merger or acquisition or disposition transaction; (b) prior to the filing described in paragraph (a) above, furnish to Worldspan copies of the Demand Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the approval of Worldspan only with respect to any statement in the Demand Registration Statement which relates to Worldspan; (c) notify Worldspan promptly and, if requested by Worldspan, confirm in writing, (i) when the Demand Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Demand Prospectus has been filed with the SEC, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Demand Registration Statement or any part thereof or the initiation of any proceedings for that purpose, (iv) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) of the happening of any event during the period the Demand Registration Statement is effective as a result of which (A) such Demand Registration Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the

statements therein not misleading or (B) the Demand Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Demand Registration Statement or any part thereof as promptly as possible; (e) furnish to Worldspan after delivery of a Demand Registration Request to the Company, without charge, at least one conformed copy of the Demand Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (f) prepare and file with the SEC amendments and supplements to such Demand Registration Statement and the Demand Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement effective for the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Demand Registration Statement in accordance with Worldspan's intended method of disposition set forth in such Demand Registration Statement for such period; (g) furnish to Worldspan and to each underwriter such number of copies of the Demand Registration Statement and the Demand Prospectus included therein (including each preliminary prospectus) and such other documents, as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Demand Registration Statement; (h) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such Demand Registration Statement under the securities or blue sky laws of such jurisdictions as Worldspan or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; (i) provide a transfer agent and registrar, which may be a single entity, for all Registrable Securities not later than the effective date of the Demand Registration Statement; (j) use its reasonable efforts to cause all Registrable Securities to be listed on any securities exchange or quotation system on which similar securities issued by the Company are then listed; (k) if the offering is underwritten, to furnish, at the request of Worldspan, on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration; (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating the such Demand Registration Statement has become effective under the Securities Act and that (A) to the best knowledge

of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Demand Registration Statement, the related Demand Prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the SEC thereunder and that such counsel does not believe that any such Demand Registration Statement, Demand Prospectus, amendment or supplement contains a misstatement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by Worldspan or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Demand Registration Statement or the Demand Prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act,and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters may reasonably request; and (1) make available for inspection by Worldspan after delivery of a Demand Registration Request to the Company and any counsel, accountants or other representatives retained by Worldspan all financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all such records, documents or information reasonably requested by Worldspan, counsel, accountants or representatives in connection with the Demand Registration Statement; provided, however, that such records, documents or information which the Company determines in good faith to be confidential and notifies Worldspan, counsel, accountants or representatives in writing that such records, documents or information are confidential shall not be disclosed by Worldspan, counsel, accountants or representatives unless (i) such disclosure is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (ii) such records, documents or information become generally available to the public other than through a breach of this Agreement. For purposes of paragraphs (a) and (f) of this Section 6, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to be that period during which the underwriters in such offering require in an underwriting agreement in the form customarily used by such underwriters for comparable transactions that the Company

keep a registration statement effective to permit each underwriter to complete the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or nine months after the effective date thereof. In connection with each registration hereunder, Worldspan will furnish to the Company in writing such information with respect to itself and the proposed distribution by itself as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. Reasonable compliance with the obligation to furnish such information shall be a condition to the rights afforded Worldspan hereunder. In addition, Worldspan (i) will comply with the provisions of Regulation M under the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Demand Registration Statement; (ii) will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Demand Registration Statement; and (iii) will enter into such written agreements as the Company shall reasonably request to ensure compliance therewith. IN CONNECTION WITH EACH REGISTRATION PURSUANT TO SECTION 5 HEREOF COVERING AN UNDERWRITTEN PUBLIC OFFERING, THE COMPANY AGREES TO ENTER INTO A WRITTEN AGREEMENT WITH THE MANAGING UNDERWRITER SELECTED IN THE MANNER HEREIN PROVIDED IN SUCH FORM AND CONTAINING SUCH PROVISIONS AS ARE CUSTOMARY IN THE SECURITIES BUSINESS FOR SUCH AN ARRANGEMENT BETWEEN MAJOR UNDERWRITERS AND COMPANIES OF THE COMPANY'S SIZE AND INVESTMENT STATURE; PROVIDED THAT SUCH AGREEMENT SHALL NOT CONTAIN ANY SUCH PROVISION APPLICABLE TO THE COMPANY WHICH IS INCONSISTENT WITH THE PROVISIONS HEREOF; PROVIDED, FURTHER THAT THE TIME AND PLACE OF THE CLOSING UNDER SAID AGREEMENT SHALL BE AS MUTUALLY AGREED UPON BETWEEN THE COMPANY AND SUCH MANAGING UNDERWRITER. 7. HOLDBACK AGREEMENTS. 7.1 Worldspan. Worldspan agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the 7 days prior to (provided that Worldspan receives a notice from the Company of the commencement of such 7-day period) and the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. 7.2 Company Officers and Directors. The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 7 days prior to (provided that the Company receives notice of the commencement of such 7-day period) and the 90-day

period beginning on the effective date of any underwritten Demand Registration or underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to use its best efforts to cause each of the Company's officers and directors who hold Common Stock or any securities convertible into or exercisable for Common Stock, to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. 8. INDEMNIFICATION; CONTRIBUTION. 8.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless Worldspan and its partners, officers and directors and each Person, if any, who controls Worldspan within the meaning of Section 15 of the Securities Act as follows: (a) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to which Worldspan, or any partner, officer, director or controlling Person may become subject under the Securities Act or otherwise that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement under which Registrable Securities were registered or any prospectus included therein (in each case, as amended or supplemented), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or alleged untrue statement or any omission or alleged omission, if such settlement is effected with the written consent of the Company; and (c) subject to the limitations set forth in Section 8(c), against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or alleged untrue statement or omission or alleged omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the indemnity provided pursuant to this Section 8(a) shall not apply with respect to any loss, liability, claim, damage or expense that arises out of, is based upon or results from any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by

Worldspan expressly for use in the registration statement under which Registrable Securities were registered or any prospectus included therein (in each case, as amended or supplemented). 8.2 Indemnification by Worldspan. World span agrees to indemnify and hold harmless the Company, and each of its respective directors and officers (including each director and officer of the Company who signed a registration statement), and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, to the same extent as the indemnity contained in Section 8(a) hereof, but only insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a registration statement under which Registrable Securities were registered or any prospectus included therein (in each case, as amended or supplemented), in reliance upon and in conformity with written information furnished to the Company by Worldspan expressly for use therein. In no event, however shall the liability of Worldspan exceed the net proceeds received by Worldspan from any offering made in connection with a registration statement. 8.3 Conduct of Indemnification Proceedings. Each indemnified party shall give reasonably prompt notice to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party (i) shall not relieve it from any liability which it may have under the indemnity agreement provided in Section 8(a) or (b) above, unless and to the extent it did not otherwise learn of such action and the lack of notice by the indemnified party materially prejudices the indemnifying party or results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided under Section 8(a) or (b) above. After receipt of such notice, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, jointly with any other indemnifying party so notified, to assume the defense of such action or proceeding at such indemnifying party's own expense with counsel chosen by such indemnifying party and approved by the indemnified party, which approval shall not be unreasonably withheld; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and the indemnified party reasonably determines, upon advice of counsel, that a conflict of interest exists or that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, then the indemnified party shall be entitled to one separate counsel, the reasonable fees and expenses of which shall be paid by the indemnifying party. If the indemnifying party does not assume the defense of any such action or proceeding, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party will pay the reasonable fees and expenses of counsel (which shall be limited to a single law firm) for the indemnified party. In such event, however, the indemnifying party will be liable for any settlement effected without the written consent of such indemnifying party. If the indemnifying party assumes the defense of any such action or proceeding in accordance with this paragraph, such indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified party incurred

thereafter in connection with such action or proceeding, except as set forth in the proviso in the second sentence of this Section 8(c). 8.4 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in this Section 8 is for any reason held to be unenforceable although applicable in accordance with its terms, the Company and Worldspan shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company and Worldspan, in such proportion as is appropriate to reflect the relative fault of and benefits to the Company on the one hand and Worldspan on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits to the indemnifying party and indemnified parties shall be determined by reference to, among other things, the total proceeds received by the indemnified party and indemnified parties in connection with the offering to which such losses, claims, damages, liabilities or expenses relate. The relative fault of the indemnifying party and indemnified parties shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or related to information supplied by, such indemnifying party or the indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), Worldspan shall not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of Worldspan were offered to the public exceeds the amount of any damages which Worldspan would otherwise have been required to pay by reason of such untrue statement or omission. Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8(d), each Person, if any, who controls Worldspan within the meaning of Section 15 of the Securities Act and partners, directors and officers of Worldspan shall have the same rights to contribution as Worldspan, and each director of the Company, each officer of the Company who signed a registration statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company. 8.5 In the event any sale pursuant to a Shelf Registration or Piggyback Registration is an underwritten offering, then the Company agrees to indemnify and hold harmless each underwriter of Registrable Securities to the same extent and on substantially similar terms as the Company's indemnification of Worldspan as set forth in Section 8 (a) above.

9. RULE 144 SALES. 9.1 Compliance. The Company covenants that, so long as it is subject to the reporting requirements of the Exchange Act, it will file the reports required to be filed by it under the Exchange Act so as to enable Worldspan to sell Registrable Securities or Registrable Securities pursuant to Rule 144 under the Securities Act. 9.2 Cooperation with Worldspan. In connection with any sale, transfer or other disposition by Worldspan of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with Worldspan to facilitate the timely preparation and delivery of certifies representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares as Worldspan may reasonably request at least two business days prior to any sale of Registrable Securities. 10. MISCELLANEOUS. 10.1 Amendment and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified, supplemented or waived, nor may consent to departures therefrom be given, without the written consent of the parties hereto. 10.2 Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery, (i) if to Worldspan, to 300 Galleria Parkway, N.W., Atlanta, Georgia 30339, Attention: ______________________, Facsimile (____)______________ or (ii) if to the Company, to 3343 Peachtree Road N.E., Suite 530, Atlanta, Georgia 30326, Attention: ______________________, Facsimile (____) ______________. All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; or at the time delivered by an air courier guaranteeing overnight delivery. 10.3 Successors and Assigns. This Agreement may not be transferred or assigned, in whole or in part, without the prior written consent of the Company, which will not be unreasonably withheld, except that consent will not be required in the case of an assignment to an affiliate of Worldspan or any entity that (i) acquires all or substantially all of the assets of Worldspan, whether through purchase, merger, consolidation or otherwise and (ii) agrees, or by operation of law is required, to comply with and be bound by the provisions of this Agreement to the same extent as Worldspan. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transfers of each of the parties. If any successor, assignee or transferee of Worldspan shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be entitled to receive the benefits hereof and shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof.

10.4 Third Party Beneficiaries. There shall be no third party beneficiaries or intended beneficiaries of this Agreement. 10.5 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 10.6 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 10.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to the conflicts of law provisions thereof. 10.8 Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction. 10.9 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above FLIGHTSERV.COM, INC. By: Name: Title: WORLDSPAN, L.P. By: Name: Title:

EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this ____ day of April, 2000 (the "Effective Date") by and between FLIGHTSERV.COM, a Delaware corporation (the "Company"), and TODD BOTTORFF, a resident of the State of Georgia ("Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive and Executive desires to accept employment by the Company upon the terms and conditions hereinafter set forth; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. EMPLOYMENT TERM. The Company shall employ Executive, and Executive shall be so employed, for a term commencing on the Effective Date and ending on the first anniversary of the Effective Date (the "Initial Term"), which employment shall be automatically renewed in consecutive one year terms unless either Executive or the Company notifies the other at least ninety (90) days prior to the end of the applicable term of its intention to terminate this Agreement (collectively, the Initial Term and any successive one year terms shall be referred to herein as the "Employment Term"). Within thirty days after the Effective Date, Executive shall become the Company's President and Chief Operating Officer, and shall retain those positions at all times thereafter during the Employment Term. 2. TIME AND EFFORTS. Executive shall diligently and conscientiously devote his time and efforts to the business of the Company as necessary to discharge his duties hereunder. 3. COMPENSATION. (a) Base Salary. In consideration of the services of Executive, the Company shall pay to Executive a salary at an annual rate of $160,000 during the Employment Term, which shall be paid in accordance with the Company's standard payroll practices and procedures for its executives generally, but in no event less than monthly, and which the Company's Board of Directors (the "Board") may increase in its discretion from time to time (the "Base Salary"). (b) Bonus. Executive shall be eligible to earn an annual bonus, which shall be determined by the Board in its discretion. (c) Stock Option. (1) Within twenty days after the Effective Date, the Company will grant Executive an option to purchase 500,000 shares of the Company's common stock (the "Option"),

and the terms governing the Option shall include the following: (a) the option price per share shall be no greater than an amount equal to the closing price of a share of the Company's common stock reported on the American Stock Exchange as of April 13, 2000 or the date of grant, whichever is less, (b) the right to acquire fifty percent of the shares under the Option shall become exercisable six months after the Effective Date, and the right to acquire the remaining fifty percent of the shares under the Option shall become exercisable twelve months after the Effective Date, if Executive is employed as of either such date, (c) if the Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason, or if a Change in Control occurs, then Executive will have the immediate right to acquire 100% of the shares under the Option, (d) the right to acquire shares under the Option shall not expire until at least ten years from the date of the grant, regardless of whether Executive remains employed, (e) if Executive's employment is terminated because he has a disability under Section 5(c) or because Executive dies, then Executive's (or his beneficiary's) rights to acquire shares under the Option shall become and remain exercisable as if Executive had not been terminated or had not died, and (f) other terms and conditions that are substantially the same as the terms and conditions governing the most recent options granted to the Company's other executives before the Effective Date. (2) If Executive seeks to acquire by exercise of the Option all or part of the shares that have become exercisable and the Company declines to allow him to acquire such shares, whether because the Company has not obtained shareholder approval for the Option or otherwise, the Company shall pay Executive, within ten days after his attempt to acquire such shares, (a) an amount equal to the difference between the number of shares Executive sought to acquire multiplied by the closing price for a share of the Company's common stock as of the date Executive sought to acquire such shares, on the one hand, and the option price per share set forth above in Section 3(c)(1)(a) multiplied by the number of shares Executive sought to acquire, on the other hand, and (b) an additional payment sufficient for Executive to pay any federal, state and local income tax and social security or other employment tax on the amount paid under Section 3(c)(2)(a), as well as any additional federal, state and local income tax and social security or other employment tax on any such payment, determined using the top marginal rates of federal, state and local income taxes and social security or other employment taxes applicable to the Executive's taxable income in effect for the year of payment. (3) For purposes of this Agreement, "Change in Control" shall be deemed to have occurred if (a) a tender offer shall be made and consummated of the ownership of 50% or more of the outstanding voting securities of the Company, (b) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of Rule 501 of the Securities Act of 1933) of any party to such merger or consolidation, (c) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, or (d) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of 1934, shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly beneficially or of record); provided, however, that in no event shall a financing transaction approved by the Board and entered into by the Company (e.g., additional rounds of venture -2-

capital financing) be deemed to constitute a "Change in Control" of the Company. For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities Exchange Act of 1934. (d) Option Adjustments. (1) Adjustments for Stock Dividends and Splits. The number of shares, and the option price per share, subject to the Option shall be equitably adjusted by the Company to reflect any change in the capitalization of the Company resulting from a stock dividend, split or reverse split such that the Executive's prospective percentage ownership of stock under the Option on a fully diluted basis after such dividend, split or reverse split is the same as the Executive's prospective percentage ownership of stock under the Option on a fully diluted basis immediately prior to such dividend, split or reverse split. (2) Adjustments for Reclassification, Exchange and Substitution. If the stock issuable upon exercise of the Option shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, merger, share exchange or otherwise (other than a stock dividend, split or reverse split provided for above), the Option then in effect shall, concurrently with the effectiveness of such reorganization, reclassification, merger, share exchange or other transaction, be appropriately and equitably adjusted such that the Option shall be exercisable for, in lieu of the number of shares of stock which the holders would otherwise have been entitled to receive, that number of shares of such other class or classes of stock equivalent to the number of shares of stock that would have been subject to receipt by the holders upon exercise of the Option immediately before such change. (3) Equitable Adjustments. In case at any time or from time to time the Company shall take any action affecting its stock, other than an action described above in this Section 3(d), options to purchase stock shall be granted to Executive in such manner and at such time as the Board may in good faith determine to be equitable in the circumstances. (4) Certificate as to Adjustments. The Company shall, upon the written request at any time of any holder of the Option, furnish or cause to be furnished to such holder of the Option a certificate setting forth such adjustments and readjustments, the number of shares of stock for which the Option is exercisable at the time in effect and the amount, if any, of other property which at the time would be received upon exercise of the Option. (5) Notices of Record Date. In the event that the Company shall propose at any time to take any action involving its stock that would trigger an adjustment under this Section 3(d), then, in connection with each such event, the Company shall send to each holder of the Option at least twenty (20) days' prior written notice of the occurrence of such action or the fixing of the record date for such action, whichever is earlier. 4. BENEFITS. Immediately upon execution of this Agreement, Executive shall be eligible to participate in all fringe benefit programs of the Company offered to professional employees -3-

generally as of the Effective Date and will be eligible to participate in stock option and incentive plans offered to executives of the Company, as determined by the Board in its discretion. 5. TERMINATION. (a) Cause. The Company may terminate Executive's employment under this Agreement without any liability at any time for Cause upon delivery of written notice of termination to Executive. For purposes of this Agreement, Cause means Executive (i) has been convicted of a misdemeanor involving moral turpitude or any felony; or (ii) has committed an act of fraud upon the Company or an act evidencing dishonesty toward the Company, which has materially damaged or prejudiced the Company, (iii) has misappropriated funds, property, or rights of the Company, (iv) has failed to comply in any material way with written policies or directives of the Board or Chief Executive Officer, which failure has a material adverse effect on the Company and has not been corrected by Executive within thirty (30) days after written notice from the Board of any such act or omission, or (v) has violated Section 7 of this Agreement. (b) Without Cause. In addition to its other termination rights, the Company may terminate this Agreement at any time Without Cause. "Without Cause" shall mean the Company has terminated Executive for any reason other than for Cause under Section 5(a), for Disability under Section 5(c), upon Executive's Death under Section 5(d), or by declining to renew the Employment Term for an additional one year period under Section 1. (c) Disability. If due to physical or mental illness Executive is unable to perform the essential functions of his position, even with reasonable accommodation, for one hundred eighty (180) days, the Company may terminate its obligations hereunder, except for those obligations provided for in the second sentence of Section 6(a) hereof. (d) Termination Upon Death. If the Executive should die during the Employment term of this Agreement, the Company's obligations under this Agreement shall cease, except for those obligations set forth in Section 6(b), and the Executive's employment shall be terminated. (e) Termination by the Executive. The Executive may terminate his employment hereunder (i) at any time if his health should become impaired to an extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health, (ii) for Good Reason, but only if Executive has provided written notice to the Company that he believes circumstances have occurred that constitute Good Reason and the Company has failed to cure those circumstances within 30 days after receiving such written notice from Executive, (iii) within 90 days after a Change in Control, or (iv) upon 30 days written notice for any other reason. "Good Reason" shall mean any of the following circumstances have occurred without Executive's written consent: (a) the Company has materially altered Executive's responsibilities, duties, or position within the management hierarchy of the Company; (b) the Company has reduced Executive's Base Salary in effect immediately prior to such occurrence; (c) the Company transfers Executive, without his express written consent, to a location that is more than thirty (30) miles from the city limits of Atlanta, Georgia or the city limits of such other city in which Executive maintains his principal place of business for the Company because he has -4-

previously provided his written consent to the Company to transfer to such other city; or (d) the Company otherwise fails to comply in any material respect with the terms of this Agreement. (f) Notice of Termination. Any termination by the Company or the Executive shall be communicated by written notice of termination to the other party in accordance with Section 9 of this Agreement. 6. COMPENSATION UPON TERMINATION OR DURING DISABILITY. (a) During any period in which the Executive fails to perform his duties hereunder as a result of disability due to physical or mental illness, the Executive shall receive an amount which, when added to any disability benefits provided for by the Company, equals his Base Salary until the compensation and benefits received by the Executive pursuant to this Agreement are terminated under Section 5(c) hereof, or until the Executive terminates his employment under Section 5(e)(i) hereof, whichever first occurs. Following termination due to disability, the Executive shall receive such benefits and be paid such amounts as he/she is entitled to receive under the terms of the Company's applicable disability and other benefit plans. (b) If the Company terminates Executive's employment for Cause, or if Executive terminates his employment for any reason other than for Good Reason under Section 5(e)(ii), the Company shall pay Executive (i) his Base Salary earned through the date on which his employment is terminated and (ii) his earned but unpaid bonus, if any. The Company shall then have no further obligations to the Executive under this Agreement; provided, however, the Company will allow Executive, or his estate or beneficiaries, as the case may be, to receive the benefits to which the Executive is entitled under the terms of any applicable benefit plans and incentive and deferred compensation arrangements. (c) If the Company terminates Executive's employment by declining to renew the Employment Term for an additional one year period under Section 1, or if Executive dies, the Company shall (i) continue to pay Executive his Base Salary for a period of three months after the expiration of the Employment Term or the date of Executive's death, (ii) pay Executive his earned but unpaid bonus, if any, as of the date of the expiration of the Employment Term or the date of Executive's death, (iii) reimburse Executive for any COBRA premiums he pays to continue individual group health coverage for up to three months from the date of the expiration of the Employment Term, and (iv) allow Executive to receive the benefits to which Executive is entitled under the terms of any applicable benefit plans and incentive and deferred compensation arrangements. (d) If Executive terminates his employment for Good Reason, if Executive terminates his employment for any reason within 90 days after a Change in Control, or if the Company terminates Executive's employment Without Cause, the Company shall (i) continue to pay Executive his Base Salary for a period of twelve months after the date of such termination, (ii) pay Executive his earned but unpaid bonus, if any, as of the date of such termination, (iii) reimburse Executive for any COBRA premiums he pays to continue individual group health coverage for up to twelve months from the date of such termination, and (iv) allow Executive to -5-

receive the benefits to which Executive is entitled under the terms of any applicable benefit plans and incentive and deferred compensation arrangements. (e) If the Company or the Company's accountants determine that the payments called for under this Agreement or any other payments or benefits made available to Executive by the Company or an affiliate of the Company will result in Executive being subject to an excise tax under Section 4999 of the Code ("Excise Tax") or if an Excise Tax is assessed against Executive as a result of such payments or other benefits, the Company shall make a Gross-Up Payment (as defined in this Section 6(e)) to or on behalf of Executive as and when such determination(s) and assessment(s), as appropriate, are made, subject to the conditions of this Section 6(e). A "Gross-Up Payment" shall mean a payment to or on behalf of Executive that shall be sufficient to pay (i) any Excise Tax in full, (ii) any federal, state and local income tax and Social Security or other employment tax on the payment made to pay such Excise Tax as well as any additional Excise Tax on the Gross-Up Payment, and (iii) any interest or penalties assessed by the Internal Revenue Service on the Executive if such interest or penalties are attributable to the Company's failure to comply with its obligations under this Section 6(e) or applicable law. Any determination under this Section 6(e) by the Company or the Company's accountants shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law. Executive shall take such action (other than waiving Executive's right to any payments or benefits) as the Company reasonably requests under the circumstances to mitigate or challenge such tax. If the Company reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment and Executive complies with such request, the Company shall provide Executive with such information and such expert advice and assistance from the Company's accountants, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest and other assessments. 7. RESTRICTIVE COVENANTS. 7.1 Definitions. The following definitions will apply to this Agreement: (a) "Business" means an Internet-based, private jet aviation travel services business. (b) "Customers" means actual customers or actively sought prospective customers of the Company. (c) "Confidential Information" means any data or information of or regarding the Company, other than Trade Secrets, which is valuable to the Company, except (i) information which becomes generally available to the public other than as a result of a violation of this Agreement; (ii) information which was in the possession of a competitor of the Company prior to the execution of this Agreement; (iii) information disclosed to a competitor by a person or entity (other than the Executive or his affiliates) who has legitimate possession thereof and the unrestricted right to make such disclosure; and (iv) information that has been independently acquired or developed by the competitor. -6-

(d) "Nondisclosure Period" means the period of Executive's employment by the Company (including employment, if any, after the expiration of the Employment Term) and two years thereafter. (e) "Nonsolicitation Period" means (i) if Executive terminates his employment for any reason other than for Good Reason or if the Company terminates his employment for Cause, the period of Executive's employment by the Company (including employment, if any, after the expiration of the Employment Term) and two years thereafter, or (ii) if Executive terminates his employment for Good Reason or if the Company terminates his employment Without Cause, the period of Executive's employment by the Company (including employment, if any, after the expiration of the Employment Term) and six months thereafter. (f) "Trade Secrets" means information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. For purposes of this Agreement, the term Trade Secrets does not include information that is or becomes generally known to the public other than as a result of a violation of this Agreement. 7.2 Trade Secrets. Executive will hold in confidence at all times after the date hereof all Trade Secrets, and will not disclose, publish or make use at any time after the date hereof of the Trade Secrets, without the prior written consent of the Company. Notwithstanding anything to the contrary contained herein, the Executive shall not be prohibited hereunder from disclosing Trade Secrets if, in the opinion of counsel for the Executive, such disclosure is required by applicable law. In the event that the Executive is requested in any proceeding to disclose Trade Secrets, the Executive will provide the Company prompt written notice of such request so that the Company may seek an appropriate protective order or other remedy. In the event that such protective order or other remedy is not obtained, the Executive may disclose only that portion of the Trade Secrets which the Executive is advised by counsel is legally required to be disclosed, and shall exercise all reasonable efforts to obtain assurances that confidential treatment will be accorded such Trade Secrets. Nothing in this Agreement diminishes the Company's rights regarding the protection of trade secrets pursuant to applicable law. 7.3 Trade Name. Executive will not, directly or by assisting others (except on behalf of the Company and its affiliates), own, manage, operate, join, control, consult or participate in the ownership, management, operation or control of any entity or venture that conducts Business under any corporate or trade name of the Company, without the prior written consent of the Company. -7-

7.4 Confidential Information. (a) During the Nondisclosure Period, Executive will hold in confidence all Confidential Information and will not disclose, publish or make use of Confidential Information, other than for Company Activities, without the prior written consent of the Company. Notwithstanding anything to the contrary contained herein, the Executive shall not be prohibited hereunder from disclosing Confidential Information if, in the opinion of counsel for the Executive, such disclosure is required by applicable law. In the event that the Executive is requested in any proceeding to disclose Confidential Information, the Executive will provide the Company prompt written notice of such request so that the Company may seek an appropriate protective order or other remedy. In the event that such protective order or other remedy is not obtained, the Executive may disclose only that portion of the Confidential Information which the Executive is advised by counsel is legally required to be disclosed, and shall exercise all reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. (b) The restrictions set forth in this Agreement are in addition to, not in lieu of, protections afforded to confidential information and trade secrets under applicable law. Nothing in this Agreement is intended to or shall be interpreted as diminishing or otherwise limiting the Company's rights under any applicable law protecting its trade secrets and confidential information. 7.5 Return of Materials. Upon the request of the Company and, in any event, upon the termination of Executive's employment with the Company, Executive shall deliver to the Company all memoranda, notes, records, manuals or other documents (including, but not limited to, written instruments, voice or data recordings, or computer tapes, disks or files of any nature), including all copies of such materials and all documentation prepared or produced in connection therewith, pertaining to the performance of Executive's services for the Company, the business of the Company, its direct or indirect subsidiaries, and/or its Customers, or containing Trade Secrets or Confidential Information, whether made or compiled by Executive or furnished to Executive by virtue of his employment with the Company. Executive shall also deliver to the Company all computers, credit cards, telephones, office equipment, software, and other property the Company furnished to Executive by virtue of his employment with the Company. 7.6 Nonsolicitation of Customers and Vendors. Executive hereby agrees that he will not, during the Nonsolicitation Period, in any manner (other than on behalf of the Company), directly or indirectly, without the written consent of the Company, solicit or attempt to solicit any Business from any current or former Customer or vendor of the Company, or any other party from which the Company derives revenues, with whom Executive had contact during the last eighteen months of his employment by the Company. 7.7 Nonsolicitation of Employees. Executive hereby agrees that he/she will not, during the Nondisclosure Period, in any manner (other than as a employee of the Company), directly or indirectly, without the written consent of the Company, hire or solicit for hire on Executive's behalf or on behalf of any individual, firm, partnership, association, trust, company, corporation or other entity, any other employee of the Company or its direct or indirect -8-

subsidiaries (whether or not such person would commit a breach of contract by accepting such employment). 7.8 Reasonable and Necessary Restrictions. Executive acknowledges that during the course of his employment with the Company he has received or will receive and has had or will have access to Confidential Information and Trade Secrets, including but not limited to confidential and secret business and marketing plans, strategies, and studies, detailed client/customer lists and information relating to the operations and business requirements of those clients/customers and, accordingly, he is willing to enter into the covenants contained in this Agreement in order to provide the Company with what he considers to be reasonable protection of its interests. Executive acknowledges that the restrictions, prohibitions and other provisions in this Agreement are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of the Company, and are a material inducement to the Company to employ or continue to employ Executive. 7.9 Severability; Modification. In the event that any of the covenants contained herein in Section 7 are deemed unenforceable by a court of competent jurisdiction, Executive agrees that each of the covenants herein is severable from each of the others, and that a declaration of invalidity as to any one of the covenants shall not effect the enforceability of the others. Further, in the event one or more of the covenants herein is deemed unenforceable by a court of competent jurisdiction, the parties hereby agree and request that the court enforce the covenant(s) to the extent found reasonable by the court. 8. INDEMNIFICATION. Executive hereby represents as a material inducement to Company to enter into this Agreement that he/she is not subject to any restrictions, whether contractual or otherwise, in favor of any person, corporation, partnership, limited liability company or other entity, that in any manner limit his authority or ability to enter into this Agreement or otherwise to engage in the business of the Company. Executive further agrees to indemnify and hold harmless Company from and against any and all of its actual out-of-pocket costs, expenses, losses or damages incurred or caused as a result of the successful assertion of any claim that Executive is not authorized or able to enter into this Agreement or otherwise to engage in Company's business. The Company will at all times indemnify and defend Executive in accordance with the terms of its bylaws providing for the indemnification of its officers or directors generally. 9. NOTICES. Any notice given hereunder shall be in writing and be sent via certified mail, overnight courier service (with proof of delivery), or facsimile (with confirmation of receipt) and addressed to the appropriate party at the address, or sent to the facsimile number of the appropriate party, set forth below or at such other address, or facsimile number, as the party shall designate from time to time in a written notice. Notice shall be effective three (3) days after sent by certified mail, one (1) business day after sent by overnight courier service or upon receipt if sent by facsimile (receipt confirmed). -9-

if to Executive: Todd Bottorff 654 East Morningside Drive Atlanta, GA 30324 Facsimile:____________

if to Company: Flightserv.com Attn: ________ ____________________ ____________________ Facsimile: _________

10. BINDING EFFECT; ASSIGNABILITY. This Agreement shall inure to the benefit of and be binding upon Company, its successors and assigns. The Company may assign this Agreement, without Executive's consent, to any entity that controls or is controlled by Company, provided, however, that Executive's duties and obligations hereunder are not materially increased or decreased as a result of such assignment. Executive acknowledges that these services are unique and personal. Accordingly, Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement and any such attempt to assign shall be void. 11. WAIVER; AMENDMENT. No waiver or amendment of this Agreement, or any provision hereof, shall be valid unless such waiver or amendment is in writing and signed by the party sought to be charged therewith. 12. GOVERNING LAW. This Agreement shall be construed in accordance with the substantive laws of the State of Georgia without regard to the conflict of laws principles thereof. 13. SEVERABILITY. In the event that any provision of this Agreement shall be determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provisions hereof. 14. ENTIRE AGREEMENT; MISCELLANEOUS. The parties acknowledge and agree that they are not relying on any representations, oral or written, other than those expressly contained herein. This Agreement supersedes all prior agreements, proposals, negotiations, conversations, discussions and course of dealing between the parties with respect to the subject matter hereof. Paragraph headings are for convenience of reference only and are not intended to create substantive rights or obligations. This Agreement may be executed in counterparts, each of which shall be deemed an original, and together shall constitute one and the same Agreement. -10-

IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned as of the day and year first above written. FLIGHTSERV.COM:
By: /s/ Arthur G. Weiss -----------------------------Name: Arthur G. Weiss ----------------------Title: Chairman -----------------------

EXECUTIVE:
/s/ Todd Bottorff --------------------------------Todd Bottorff

-11-

EXHIBIT 10.14 July 27, 2000 flightserv.com 3343 Peachtree Road, N.E. Suite 530 Atlanta, GA 30326 RE: TERMINATION OF THE EMPLOYMENT AGREEMENT BETWEEN ARTHUR G. WEISS AND FLIGHTSERV.COM Gentlemen: This Letter Agreement (the "Agreement"), when countersigned by you, will confirm our agreement with respect to the termination of my employment agreement dated January 1, 1999, (the "Employment Agreement") between flightserv.com (the "Company") and myself and my engagement by the Company as a consultant. 1. TERMINATION OF EMPLOYMENT AGREEMENT The Employment Agreement is hereby terminated as of July 27, 2000, and neither the Company nor I shall have any obligations arising out of or relating to the Employment Agreement. 2. COMPENSATION For the six months beginning July 27, 2000, and ending on January 26, 2001, I consent and agree to provide consulting services to the Company; provided, however, I shall not be obligated to consult for any fixed or set hours, nor will my consulting agreement preclude me from accepting other employment. As full and complete compensation for my agreement to provide consulting services herein, and for any such services so provided, the Company shall pay me $4,000 per month. 3. GENERAL RELEASE AND OTHER AGREEMENTS OF ARTHUR G. WEISS

In exchange for the consideration provided by the Company pursuant to this Agreement, I enter into the following release (hereinafter the "General Release"): (a) Except for the rights and obligations provided by or arising under this Agreement, I hereby release, acquit, withdraw, retract and forever discharge any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which I now have or may have hereafter, directly or indirectly, personally or in a representative capacity, against the Company, and its successors, administrators, fiduciaries, parents, subsidiaries, affiliates, officers, directors, shareholders, representatives, agents, employees, and all persons acting through or in connection with the Company by reason of any act, omission, matter, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement. This General Release includes, but is not limited to, all claims, manner of actions, causes of action in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which arise under Title VII of the Civil Rights Act of 1964, as amended; The Age Discrimination in Employment Act; The Americans with Disabilities Act; The Employee Retirement Income Security Act of 1974, as amended; the Georgia Equal Employment for Persons with Disabilities Code; any other federal, state or local statute or ordinance respecting discriminatory hiring or employment practices or civil rights laws based on protected class status; common law claims of intentional or negligent infliction of emotional distress, negligent hiring, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, wrongful termination of employment; and all other claims of any type or nature, including any claim in contract or tort, and including any claim for attorneys' fees. The parties intend that this General Release shall discharge all claims against the released parties to the extent permitted by law, but shall not discharge claims arising out of any events which may occur after the date of execution of this Agreement nor shall this General Release release or adversely affect any of my rights to indemnification pursuant to the Company's certificate of incorporation, bylaws, separate agreements of indemnity, and officers and directors liability insurance all of which the Company agrees by its signature hereto that I retain in full in accordance with the respective terms thereof. The Company acknowledges that there is presently in force a valid and enforceable existing agreement of indemnity between the Company and me, a copy of which shall be attached as an exhibit to this Agreement. (b) Except as necessary to enforce the terms of this Agreement, I may not sue the Company or any other released party concerning any of the matters covered by this Agreement. In the event that I sue the Company or any other released party concerning any of the matters covered by this Agreement, I agree that I will forfeit or tender back to the Company all compensation provided to me under, or in respect of, Section 2 of this Agreement. (c) I warrant and represent that I have filed no charge or complaint against the Company, nor commenced any other administrative action against the Company in any local, state or federal agency. I further warrant and represent that I am not presently a named plaintiff

in any lawsuit, filed in any jurisdiction, in which the Company is a party. In the event that any of these warranties and representations are incorrect, the Company shall have the absolute right (but not the obligation) to terminate this Agreement, and to demand and have immediately returned to the Company all consideration paid by it to me pursuant to this Agreement. Further, the Company shall be entitled to be indemnified and held harmless by me for any breach of the warranty and representation contained in this Section, and to recover from me all costs and expenses incurred as a result of my breach of the warranty and representation contained in this Section, and all costs and expenses incurred in defending any now pending legal or administrative proceeding, in which I am a named party. Costs and expenses, for purposes of this Section, shall include, but not be limited to, attorneys' fees and other legal costs. (d) Nothing in this Agreement should be construed as a release by me of, or an agreement by me not to sue on, any charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, costs, losses, debts, or expenses arising out of any matter, cause, acts, conduct, claims, or events which may occur after the date of execution of this Agreement. Further, I shall not be deemed to have released any vested rights under any stock option plan. (e) Neither the negotiation, undertaking or signing of this Agreement constitutes or operates as an acknowledgment or admission by the Company, or any other released party, that any of them have violated or failed to comply with any provision of federal or state constitutions, statutes or laws, including but not limited to those set forth in Section 2(a) above or that any claims under the principles of common law, including but not limited to those set forth in Section 2(a) above, exist or may exist. (f) I represent and agree that I have had a full and adequate opportunity to discuss and consider any claims that I believe I may have against the Company. Further, I represent and agree that: (i) this Agreement is written in an understandable manner; (ii) this Agreement and the promises made in this Agreement by me are granted in exchange for consideration which is in addition to anything of value to which I am otherwise entitled; (iii) the payments and other consideration provided by the Company pursuant to this Agreement constitute adequate consideration for the affirmations, waivers, releases, discharges and other agreements made by me in this Agreement; (iv) the payments and other consideration provided by the Company pursuant to this Agreement are accepted by me as full and final satisfaction for any claim against the Company available to me under the law; (v) I have been advised to, and have had an opportunity to consult with, an attorney prior to deciding whether to enter into this Agreement; (vi) I have been given adequate time, and at least twenty-one (21) days, within which to consider this Agreement prior to executing it; and (vii) I have the power and authority to contract to bind myself to this Agreement.

4. GENERAL RELEASE AND OTHER AGREEMENTS OF THE COMPANY (a) In exchange for the consideration provided by me pursuant to this Agreement, the Company enters into the following release: Except for the rights and obligations provided by or arising under this Agreement, the Company hereby releases, acquits, withdraws, retracts and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, personally or in a representative capacity, against me by reason of any act, omission, matter, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement. This General Release includes, but is not limited to, all claims, manner of actions, causes of action in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which arise under any federal, state or local statute or ordinance; common law claims; and all other claims of any type or nature, including any claim in contract or tort, and including any claim for attorneys' fees. The parties intend that this release shall discharge all claims against me to the extent permitted by law, but shall not discharge claims arising out of any events which may occur after the date of execution of this Agreement. (b) Except as necessary to enforce the terms of this Agreement, the Company may not sue me concerning any of the matters covered by this Agreement. In the event that the Company sues me concerning any of the matters covered by this Agreement, the Company will forfeit or tender back to me all consideration provided by me to it under, or in respect of, Section 2 of this Agreement. (c) the Company warrants and represents that it is not presently a named plaintiff in any lawsuit, filed in any jurisdiction, in which the I am a party. In the event that this warranty and representation is incorrect, I shall have the absolute right (but not the obligation) to terminate this Agreement, and to demand and have immediately returned to me all consideration paid by me to the Company pursuant to this Agreement. Further, I shall be entitled to be indemnified and held harmless by the Company for any breach of the warranty and representation contained in this Section, and to recover from the Company all costs and expenses incurred as a result of the Company 's breach of the warranty and representation contained in this Section, and all costs and expenses incurred in defending any now pending legal or administrative proceeding, in which the Company is a named party. Costs and expenses, for purposes of this Section, shall include, but not be limited to, attorneys' fees and other legal costs. (d) Nothing in this Agreement should be construed as a release by the Company of, or an agreement by the Company not to sue on, any charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, costs, losses, debts, or

expenses arising out of any matter, cause, acts, conduct, claims, or events which may occur after the date of execution of this Agreement. (e) Neither the negotiation, undertaking or signing of this Agreement constitutes or operates as an acknowledgment or admission by me that I have violated or failed to comply with any provision of federal or state constitutions, statutes or laws, including but not limited to those set forth in Section 3(a) above or that any claims under the principles of common law, including but not limited to those set forth in Section 3(a) above, exist or may exist. In consideration of the forgoing, the Company hereby unconditionally releases me from all obligations under the Employment Agreements and unconditionally waives all rights granted to the Company thereunder. Very truly yours, Arthur G. Weiss Confirmed and agreed: flightserv.com By: Its:

EXHIBIT 10.15 July 27, 2000 flightserv.com 3343 Peachtree Road, N.E. Suite 530 Atlanta, GA 30326 RE: TERMINATION OF THE EMPLOYMENT AGREEMENT BETWEEN C. BEVERLY LANCE AND FLIGHTSERV.COM Gentlemen: This Letter Agreement (the "Agreement"), when countersigned by you, will confirm our agreement with respect to the termination of my employment agreement dated January 1, 1999, (the "Employment Agreement") between flightserv.com (the "Company") and myself and my engagement by the Company as a consultant. 1. TERMINATION OF EMPLOYMENT AGREEMENT The Employment Agreement is hereby terminated as of July 27, 2000, and neither the Company nor I shall have any obligations arising out of or relating to the Employment Agreement. 2. COMPENSATION For the six months beginning July 27, 2000, and ending on January 26, 2001, I consent and agree to provide consulting services to the Company; provided, however, I shall not be obligated to consult for any fixed or set hours, nor will my consulting agreement preclude me from accepting other employment. As full and complete compensation for my agreement to provide consulting services herein, and for any such services so provided, the Company shall promptly transfer to me full and complete and unencumbered title to that certain 1999 model Lincoln Navigator with the vehicle identification number 5LMPU28A6XLJ17756 which the Company is currently providing me pursuant to my employment agreement.

3. GENERAL RELEASE AND OTHER AGREEMENTS OF C. BEVERLY LANCE In exchange for the consideration provided by the Company pursuant to this Agreement, I enter into the following release (hereinafter the "General Release"): (a) Except for the rights and obligations provided by or arising under this Agreement, I hereby release, acquit, withdraw, retract and forever discharge any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which I now have or may have hereafter, directly or indirectly, personally or in a representative capacity, against the Company, and its successors, administrators, fiduciaries, parents, subsidiaries, affiliates, officers, directors, shareholders, representatives, agents, employees, and all persons acting through or in connection with the Company by reason of any act, omission, matter, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement. This General Release includes, but is not limited to, all claims, manner of actions, causes of action in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which arise under Title VII of the Civil Rights Act of 1964, as amended; The Americans with Disabilities Act; The Employee Retirement Income Security Act of 1974, as amended; the Georgia Equal Employment for Persons with Disabilities Code; any other federal, state or local statute or ordinance respecting discriminatory hiring or employment practices or civil rights laws based on protected class status; common law claims of intentional or negligent infliction of emotional distress, negligent hiring, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, wrongful termination of employment; and all other claims of any type or nature, including any claim in contract or tort, and including any claim for attorneys' fees. The parties intend that this General Release shall discharge all claims against the released parties to the extent permitted by law, but shall not discharge claims arising out of any events which may occur after the date of execution of this Agreement nor shall this General Release release or adversely affect any of my rights to indemnification pursuant to the Company's certificate of incorporation, bylaws, separate agreements of indemnity, and officers and directors liability insurance all of which the Company agrees by its signature hereto that I retain in full in accordance with the respective terms thereof. The Company acknowledges that there is presently in force a valid and enforceable existing agreement of indemnity between the Company and me, a copy of which shall be attached as an exhibit to this Agreement. (b) Except as necessary to enforce the terms of this Agreement, I may not sue the Company or any other released party concerning any of the matters covered by this Agreement. In the event that I sue the Company or any other released party concerning any of the matters covered by this Agreement, I agree that I will forfeit or tender back to the Company all compensation provided to me under, or in respect of, Section 2 of this Agreement.

(c) I warrant and represent that I have filed no charge or complaint against the Company, nor commenced any other administrative action against the Company in any local, state or federal agency. I further warrant and represent that I am not presently a named plaintiff in any lawsuit, filed in any jurisdiction, in which the Company is a party. In the event that any of these warranties and representations are incorrect, the Company shall have the absolute right (but not the obligation) to terminate this Agreement, and to demand and have immediately returned to the Company all consideration paid by it to me pursuant to this Agreement. Further, the Company shall be entitled to be indemnified and held harmless by me for any breach of the warranty and representation contained in this Section, and to recover from me all costs and expenses incurred as a result of my breach of the warranty and representation contained in this Section, and all costs and expenses incurred in defending any now pending legal or administrative proceeding, in which I am a named party. Costs and expenses, for purposes of this Section, shall include, but not be limited to, attorneys' fees and other legal costs. (d) Nothing in this Agreement should be construed as a release by me of, or an agreement by me not to sue on, any charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, costs, losses, debts, or expenses arising out of any matter, cause, acts, conduct, claims, or events which may occur after the date of execution of this Agreement. Further, I shall not be deemed to have released any vested rights under any stock option plan. (e) Neither the negotiation, undertaking or signing of this Agreement constitutes or operates as an acknowledgment or admission by the Company, or any other released party, that any of them have violated or failed to comply with any provision of federal or state constitutions, statutes or laws, including but not limited to those set forth in Section 2(a) above or that any claims under the principles of common law, including but not limited to those set forth in Section 2(a) above, exist or may exist. 4. GENERAL RELEASE AND OTHER AGREEMENTS OF THE COMPANY (a) In exchange for the consideration provided by me pursuant to this Agreement, the Company enters into the following release: Except for the rights and obligations provided by or arising under this Agreement, the Company hereby releases, acquits, withdraws, retracts and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, personally or in a representative capacity, against me by reason of any act, omission, matter, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement. This General Release includes, but is not limited to, all claims, manner of actions, causes of action in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which arise under any federal, state or local statute or ordinance; common law claims; and all other claims of any type or nature,

including any claim in contract or tort, and including any claim for attorneys' fees. The parties intend that this release shall discharge all claims against me to the extent permitted by law, but shall not discharge claims arising out of any events which may occur after the date of execution of this Agreement. (b) Except as necessary to enforce the terms of this Agreement, the Company may not sue me concerning any of the matters covered by this Agreement. In the event that the Company sues me concerning any of the matters covered by this Agreement, the Company will forfeit or tender back to me all consideration provided by me to it under, or in respect of, Section 2 of this Agreement. (c) the Company warrants and represents that it is not presently a named plaintiff in any lawsuit, filed in any jurisdiction, in which the I am a party. In the event that this warranty and representation is incorrect, I shall have the absolute right (but not the obligation) to terminate this Agreement, and to demand and have immediately returned to me all consideration paid by me to the Company pursuant to this Agreement. Further, I shall be entitled to be indemnified and held harmless by the Company for any breach of the warranty and representation contained in this Section, and to recover from the Company all costs and expenses incurred as a result of the Company's breach of the warranty and representation contained in this Section, and all costs and expenses incurred in defending any now pending legal or administrative proceeding, in which the Company is a named party. Costs and expenses, for purposes of this Section, shall include, but not be limited to, attorneys' fees and other legal costs. (d) Nothing in this Agreement should be construed as a release by the Company of, or an agreement by the Company not to sue on, any charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, costs, losses, debts, or expenses arising out of any matter, cause, acts, conduct, claims, or events which may occur after the date of execution of this Agreement. (e) Neither the negotiation, undertaking or signing of this Agreement constitutes or operates as an acknowledgment or admission by me that I have violated or failed to comply with any provision of federal or state constitutions, statutes or laws, including but not limited to those set forth in Section 3(a) above or that any claims under the principles of common law, including but not limited to those set forth in Section 3(a) above, exist or may exist. (f) the Company represents and agrees that it has had a full and adequate opportunity to discuss and consider any claims that it believes it may have against me. Further, the Company represents and agrees that: (i) this Agreement is written in an understandable manner; (ii) this Agreement and the promises made in this Agreement by the Company are granted in exchange for consideration which is in addition to anything of value to which the Company is otherwise entitled; (iii) the payments and other consideration provided by me pursuant to this Agreement constitute adequate consideration for the affirmations, waivers, releases, discharges and other agreements made by the Company in this Agreement; (iv) the payments and other consideration provided by me pursuant to this Agreement are accepted by the Company as full and final satisfaction for any claim against me available to the Company under

the law; (v) the Company has been advised to, and has had an opportunity to consult with, an attorney prior to deciding whether to enter into this Agreement; (vi) the Company has been given adequate time, and at least twenty-one (21) days, within which to consider this Agreement prior to executing it; and (vii) the Company's President and Secretary of the Company have the power and authority to contract on behalf of the Company, and to bind the Company to this Agreement. In consideration of the forgoing, the Company hereby unconditionally releases me from all obligations under the Employment Agreements and unconditionally waives all rights granted to the Company thereunder. Very truly yours, C. Beverly Lance Confirmed and agreed: flightserv.com By: Its:

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY
STATE OF INCORPORATION ------------Florida Georgia Georgia Georgia Georgia Nevada Delaware

SUBSIDIARY ---------Regional Developers, Inc. Westside Investors, Inc. PDK Properties, Inc. P&W Stonebridge, LLC P&W Headland, LLC Internet Aviation Services, Ltd. DM Marketing, Inc.

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FLIGHTSERV.COM FOR THE PERIOD ENDED JUNE 30, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR JUN 30 2000 JUN 30 2000 526,657 0 55,995 0 0 5,318,426 10,108,825 546,983 16,969,054 967,828 0 0 0 1,342,183 6,222,059 16,969,054 0 1,118,478 93,561 56,485,775 1,011,716 0 862,975 (57,335,549) 0 (57,335,549) (600,000) 0 0 (57,935,549) (1.83) 0